Sample purchase and sale agreement for fixed assets. Sales and purchase agreement: main points and additions. Pay due attention to all details of the document. What are the types of purchase and sale agreements?

in a person acting on the basis, hereinafter referred to as " Salesman", on the one hand, and in the person acting on the basis of, hereinafter referred to as " Buyer", on the other hand, hereinafter referred to as " Parties", have entered into this agreement, hereinafter referred to as the "Agreement", as follows:

1. SUBJECT OF THE CONTRACT

1.1. The Seller sells and the Buyer buys property (fixed assets):

• cost of rubles (including VAT);
• cost of rubles (including VAT);
• cost of rubles (including VAT);
• cost of rubles (including VAT);

For the total amount of rubles (including VAT).

1.2. The seller is obliged to transfer the property specified in clause 1.1 within a period of up to a year.

1.3. At the time of transfer of property, the Seller transfers all necessary documents attached to the property specified in clause 1.1.

1.4. The property transferred under this Agreement must be complete.

1.5. The property specified in clause 1.1 is transferred under a deed signed by authorized employees of the Parties.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The seller undertakes:

2.1.1. transfer property in accordance with the terms of this Agreement;

2.1.2. provide conditions for the Buyer to accept the transferred property;

2.1.3. perform other duties provided for in this Agreement.

2.2. The buyer undertakes:

2.2.1. take all necessary actions to ensure acceptance of the transferred property;

2.2.2. pay for the transferred property in accordance with the terms of this Agreement;

2.2.3. perform other duties provided for in this Agreement.

3. CONTRACT PRICE AND PAYMENT PROCEDURE

3.1. The price of the property transferred under this agreement is rubles (including VAT).

3.2. Payment is made by the Buyer in Russian rubles to the Seller’s bank account within days from the date of transfer of property. The Buyer's obligation to pay for the transferred property is considered fulfilled at the moment the funds are credited to the Seller's bank account.

4. ENTRY INTO FORCE. PROCEDURE FOR CHANGE AND TERMINATION

4.1. This Agreement comes into force from the moment it is signed by both Parties.

4.2. In accordance with Article 450 of the Civil Code of the Russian Federation, the Parties have the right to amend or terminate this Agreement at any time by mutual agreement. Any changes and additions to this Agreement are valid only if they are in writing and signed by both Parties.

5. TIMELINES AND INFORMATION EXCHANGE

5.1. Unless otherwise specified, the terms specified in this Agreement are calculated in calendar days.

5.2. If the date of fulfillment of any obligation under this Agreement falls on a non-working day, the deadline for its fulfillment is postponed to the next working day following the date of fulfillment of the obligation.

5.3. The parties undertake to promptly, no later than days, notify each other of changes in postal, banking, electronic and other details. In case of untimely notification, documents, funds and information sent using the previous details are considered sent to the proper address and details.

6. FORCE MAJEURE

6.1. The parties are released from liability for partial or complete failure to fulfill obligations under this agreement if it was a consequence of force majeure circumstances, if these circumstances directly affected the performance of this agreement.

6.2. If these circumstances continue for more than one month, each party will have the right to refuse further performance of obligations under this agreement and in this case, neither party will have the right to demand compensation for possible losses from the other party.

7. ARBITRATION

7.1. Disputes and disagreements arising from this agreement that cannot be resolved through negotiations are subject to resolution in the Arbitration Court of the city.

8. OTHER CONDITIONS

8.1. All changes and additions to this agreement are its integral parts and are valid if made in writing and signed by both parties.

8.2. This agreement is drawn up in two copies, one copy for each party. Each copy has equal legal force.

8.3. In all other respects not provided for in this agreement, the parties will be guided by the current legislation of the Russian Federation.

Any transaction on the secondary market involves the conclusion of a purchase and sale agreement. It consists of mandatory clauses and additions. The parties to the transaction have the right to reflect their terms and important points in the contract. If any difficulties arise, they will be strong evidence to defend your rights in court.

This article is a reference and information material; all information in it is presented for informational purposes and is for informational purposes only.

The portal's correspondent tried to figure out what you need to pay attention to before the purchase and sale agreement becomes an official document.

About the benefits of forethought
The realities of our real estate market are such that no one ever enters into a purchase and sale agreement for real estate straightaway. First, an initial document is drawn up - preliminary agreement , advance agreement or some other paper. "I would call this document the most important, I am convinced Olga Varakutina, director of the agency "MIC-real estate". - After all, it is in it that all the conditions of the future transaction are stipulated; the signing of the purchase and sale agreement itself will take place as described in the preliminary agreement. It will no longer be possible to change the terms without the consent of the other party.”

The first question that the expert recommends clarifying is: who are you negotiating with? Is the person who calls himself the owner of the apartment really one? Are there other owners? Will they agree to the terms of the sale (and indeed the sale itself)? If someone calls himself a representative of the owner, he must have the appropriate power of attorney.

Further, the preliminary agreement contains all the details of the future transaction. First of all, the price. Payment order. Where will the transaction take place? Who will bear the costs of its (transaction) conclusion. Even issues such as the subsequent vacating of the apartment and handing over the keys are also best discussed in advance.

“Whether the purchase and sale agreement will be concluded, as well as the consequences for the parties if the agreement is not concluded, depends on how clearly the conditions are outlined in the preliminary agreement,” says Oksana Shcheslavskaya, lawyer at Peresvet-Real Estate. - The wording is of great importance - depending on them, the preliminary agreement can be regarded by the court as a pledge agreement, as a promissory note, as an agency agreement, etc. It depends on this whether the buyer, in the event of failure to conclude the main contract, will be able to return the money he paid to the seller, whether it will be possible in court to oblige the seller to conclude the main contract or force him to compensate for losses.”

main contract
It is this document (the official name is the purchase and sale agreement) that is the basis for the transfer of ownership of the property. “The purchase and sale agreement for real estate is usually concluded in simple written form,” says Vladimir Spassky, director of the legal department of MIAN company. “But at the request of the parties, it can also be concluded in notarial form.” The expert also reminds that the contract is considered concluded only from the moment of state registration with the Office of the Federal Registration Service. If the parties simply signed a document, and after that it was not registered with the Federal Registration Service, from a legal point of view such an agreement is considered not concluded.

What should be in this document? “A detailed description of the parties to the transaction: full name, gender, date of birth, etc.,” lists Dmitry Averin, head of the legal department of the company “New Quality”. “These are all important points: failure to indicate, for example, gender, for example, is grounds for suspending the registration of a transaction.” It is also necessary to describe the subject of the transaction based on data from the Federal Reserve System and the BTI. And, of course, the price (we’ll talk about it in detail a little later), as well as payment terms and terms of transfer of property.

In addition to the above aspects (they are legally required), there are others. Formally, you can do without them, but it’s better to do it anyway. “It would be a good idea to describe the condition of the apartment (considering that this is a secondary market), at least in general terms, in order to avoid possible claims in the future,” says Dmitry Averin. “If the apartment is sold furnished, it is advisable to describe it too.” It would also be good to indicate who, in what order, within what time frame and at whose expense submits the documents for registration of the transaction. Another aspect: if payment is made after state registration, will the apartment be pledged to the seller during this period? Typically, the Federal Reserve authorities in such cases by default record the pledge - the buyer will then have to spend a lot of time and effort to remove it.

Olga Varakutina (“MIC-Real Estate”) also reminds us of such a problem as a telephone number. The fact is that, according to MGTS rules, the phone does not belong to the apartment, but to the person - accordingly, the seller of the apartment can write a statement to the telephone exchange with a request to transfer the number to his new address. The buyer is thus left without a phone - in order to install a new one, he will again have to waste time and effort.

Price, price, about price...
Theoretically, price is one of the essential terms of the contract, along with the parties to the transaction, the object and everything else that has already been written about above. However, so much attention has recently been paid to this subject that we decided to devote a separate chapter to it.

The fact is that the money received from the sale of an apartment is income on which the seller must pay income tax - 13%. True, art. 220 of the Tax Code (TC) provides the taxpayer with the so-called. tax deduction - if he owned the property being sold for more than three years, then for the full amount. If less - up to 1 million rubles.

What does this mean in practice? Apartments (at least in Moscow) cost significantly more than a million. Let's take for example that an owner with less than three years of “experience” sells his property for 4 million rubles. The deduction does not cover 3 million (4-1), and 13% of this amount will be 390 thousand rubles. This is exactly how much taxes you will have to pay. A bit much...

A scheme was invented on the market a long time ago that made it possible to evade taxes: an underestimated amount was simply written into the contract. For many years, the situation remained in a more or less stable state - the fiscal officials sternly shook their fingers from time to time, but did not take any real steps to catch and punish the bastards. This fall (the crisis, however!) the situation has changed: the “draft dodgers” have been taken seriously. According to the information shared with us Felix Albert, President of the company "HIRSH-Russia", before, tax officials tried to influence the sellers, but they usually stood their ground: the apartment was sold for a million, period! Now the tactics are different: first they go to the buyers and say that purchasing an apartment significantly cheaper than the market is a material benefit for which the buyer is obliged to pay tax. Usually, the buyer has evidence of how much he paid for the apartment in reality: during transactions, receipts for receiving money are always issued, and for the true amounts. In an effort to ward off the threat, the buyer presents these receipts to the tax authorities, who take them to the sellers. “Considering that the amounts with which the state was defrauded here amount to many hundreds of thousands of rubles, all this is fraught with criminal, rather than administrative, liability for the sellers,” Felix Albert gloomily predicts.

We asked Oksana Shcheslavskaya (“Peresvet-Real Estate”) to clarify the issue from a legal point of view. According to her, the parties to the contract have the right to set any price - this is enshrined in Art. 421 Civil Code of the Russian Federation. The only condition is that the price of the apartment be established by the parties in writing (Article 555 of the Civil Code of the Russian Federation). However, the Tax Code has Art. 40, which states that when monitoring the completeness of tax calculation, tax authorities have the right in certain cases to check the correctness of the application of transaction prices. And in cases where prices deviate by more than 20% from the market average for identical goods, the tax authority has the right to charge additional taxes and penalties.

“Thus, the parties to the apartment purchase and sale agreement actually have the right to freely set the price, and the tax authorities have the right to charge tax based on the market price,” summarizes Oksana Shcheslavskaya.

Thedayafter
The main stage in the sale, as we have already said, is the state registration of the contract by the Federal Reserve System. However, this is not yet the final completion of the process. “A sales contract is considered fulfilled when the parties have completed the actions constituting the subject of the contract: the seller handed over, the buyer accepted the apartment, the buyer paid the agreed price,” says Olga Varakutina (“MIC-real estate”). - This is confirmed by the act of acceptance and transfer of the apartment and the seller’s receipt of the corresponding amount of money from the buyer. Usually the transfer and acceptance certificate is signed during the actual transfer of the apartment, when the seller gives the keys and payment books to the buyer.”

As for the receipt for receiving money, she notes Oksana Diveeva, director of the company's residential real estate sales departmentBlackwood, is the main document confirming the fact of payment. The receipt must be handwritten by the seller and must indicate the date and place of preparation. The passport details of the parties, the amount, the basis for the transfer of money must be mentioned (i.e. the apartment purchase and sale agreement is mentioned), and also contain a phrase like “I have no material claims.”

...Theoretically, it is possible that one of the parties will evade the execution of the contract. “The situation for the seller to have already sold the apartment and refuse to receive money for it is unrealistic,” says Olga Varakutina (MIC Real Estate). - But there are cases when the seller does not meet the release deadlines. For example, he planned to do renovations in a new apartment in two weeks, but did not have time. In this case, the parties agree again and determine new conditions for themselves, for example, the seller pays the buyer one month’s rent for a rented apartment.”

And, of course, going to court is always an option. True, as the experts we interviewed unanimously say, such cases are extremely rare. “The very desire to violate appears only when the party sees that they will not be punished for it,” Dmitry Averin (New Quality) expresses the general opinion. “And if the contract clearly states all actions, deadlines and measures for non-fulfillment, then what kind of deviations can there be?”

Civil legislation in no way restricts the sale of fixed assets. The purchase and sale agreement is drawn up by the participants in a written and free format. However, despite the freedom in design, the written agreement must contain mandatory clauses, without which the document will not be recognized as valid. The contract for the sale and purchase of fixed assets is usually accompanied by a transfer deed, which at the legislative level confirms the fact of transfer of property. This article will tell you about the features of drawing up an agreement and the essential conditions that must be recorded in the contents of the document.

Features of the agreement

Contract of purchase and sale of fixed assets is an agreement under which the property of an organization, individual entrepreneur or enterprise used in the production process is sold. Such property means equipment, vehicles or devices.

An entity may decide to sell property, plant and equipment under a sale and purchase agreement for the following reasons:

Rights and obligations of the parties

The purchase and sale agreement for fixed assets by its nature is:

• consensual - the document comes into force after the full transfer of the goods to the buyer;
• bilateral - both parties to a written agreement bear mutual obligations towards each other;
• compensated - the buyer undertakes to pay for the property transferred to him on time.

According to the above, the purchase and sale agreement for fixed assets gives the seller and buyer certain powers and obligations.

The seller has the right:

• terminate the written agreement early or require urgent payment if the buyer refuses to accept or pay for the goods;
• suspend the process of transferring fixed assets under a purchase and sale agreement if the other party delays payment;
• reject the buyer's request to replace the property unless the defects discovered are due to the seller's negligence.

The seller's responsibilities under a purchase and sale agreement include:

• carry out timely transfer of fixed assets to the buyer;
• provide appropriate conditions for the acceptance of goods, and also ensure that the transferred property is not under encumbrance, seizure and is completely free from the claims of third parties;
• provide all necessary documentation;
• pay compensation to eliminate defects or for financial costs incurred when seizing fixed assets provided under a purchase and sale agreement from unauthorized persons.

The Buyer, as a counterparty, also has the following powers:

• waive its obligations under the agreement if the seller delays the transfer of fixed assets beyond the due date;
• demand a refund of the money paid under the purchase and sale agreement if the quantity of goods does not correspond to that agreed in the written agreement;
• express a desire to reduce the cost or receive compensation payments for goods received with defects.

Buyer's responsibilities:

• accept fixed assets within the period specified in the purchase and sale agreement;
• make payment on time.

The rights and obligations of the seller and buyer must be clearly stated in a written agreement. Otherwise, in the absence of this clause, the parties to the transaction will bear obligations in accordance with civil law.

In any area of ​​our lives, we are often faced with the need to conclude an agreement.

The purchase and sale agreement has many forms, as well as nuances when drawing up the main text.

But no matter what the agreement is about, it must follow the basic rules.

What you should pay attention to when composing text

The purchase and sale agreement in the Civil Code of the Russian Federation is an integral and fundamental part in the field of commodity-money relations.

Its purpose is to regulate relations between several participants, respecting their rights and obligations. At the same time, when drawing up a document, it is necessary to take into account all its elements and conditions.

The basic rule for drawing up an agreement is to consider all issues regarding its subject matter. The text specifies detailed conditions and possible losses and risks.

Basic requirements and procedure for drawing up an agreement

The relationship between legal entities and individuals is regulated by the legislation of the Russian Federation.

The contract form is standard, simple written. Except in cases requiring notarization and registration.

The agreement becomes concluded only after full agreement has been reached between the parties to the relationship regarding the issues raised and the subject matter being negotiated.

If the form of the agreement is written, then according to the terms of the law, it must be signed by the persons expressing their desire according to the text, in their own hand.

The agreement is also subject to signing by representatives of the parties, but only if there are notarized powers of attorney for this.

If the transaction is carried out at a distance, the form can be endorsed with a facsimile signature or in another way reflected in the Civil Code of the Russian Federation and not violating the rights of its participants.

How to write a document correctly: main content and concept

Before moving on to drafting the paper, it is worth understanding in general terms some of its nuances and features.

The standard form contains the following points, the features of which both parties need to know.

Introduction

The name of the agreement, which will determine its type: purchase and sale agreement, supply agreement, commission agreement, and so on.

In some cases, the name is missing, then its main part should be examined in detail.

This, of course, must be done under any circumstances, although the name of the form determines the type of relationship, but the main content is contained in its text.

The date on which the form is signed is the moment from which the agreement begins to take effect, with all the rights and obligations of the parties. From a legal point of view, this is a fairly important point.

The place where the agreement is concluded is also important – it is not a mere formality, since the relations contained in the text extend to the place where it is signed.

The design of the form requires indicating the full name of the counterparties, while also indicating the abbreviated name, which will appear further in the text.

In addition, the full name and position of the persons signing the form are indicated.

Item

This paragraph contains important information. In this part, the parties specify their obligations and rights, the cost of the service or item, methods of payment and the time frame within which the agreement must be implemented.

In this case, the main conditions are related to the nature of the paper and the circumstances under which it was signed.

Additional situations

This paragraph is not mandatory, but despite this it is of great importance in the implementation of duties and rights.

Additional elements refer to the responsibilities of the parties when implementing agreements, as well as the grounds for making changes.

Other conditions

This section may contain various points, such as details of participants in legal relations, definition of legislation governing the liability of the parties, the number of copies, etc., depending on the type of transaction and the wishes of its participants.

Today, it is very easy to draw up a form - many websites provide a sample purchase and sale agreement. But if the subject of the transaction is large property, then it is better to seek help from a law office.

Features of drawing up a form for the sale of real estate

In all transactions with real estate, one of the most popular is the purchase and sale agreement. This document regulates the legal relations between the parties to the transaction.

Upon careful analysis of the market, we can come to the conclusion that the main problems in the sale of real estate arise due to incorrect preparation of the form.

For a document to have legal force, it must contain the following information:

• details of the parties: the acquirer and the owner of the object;
• complete information regarding real estate;
• what share of the property is being sold or is it being sold in full, as well as whether there is an installment plan or, conversely, payment of the entire amount;
• the presence of registered people and the number living in the living space at the time of signing the contract;
• documents for the property confirming that the seller has the right to dispose of the property;
• the moment regarding the departure of the former owners from the living space and the timing;
• the cost of the object being sold;
• deadlines: how long the form is valid.

Contract of purchase and sale of land and houses: features

The execution of an agreement on the sale of land can be drawn up either in simple written form or certified in a notary office. Both options are valid.

But in the latter case, the parties acquire an additional and reliable guarantee, since it is the notary who checks the transaction for its full legality, as well as the correctness of the paper.

The transfer of ownership rights to the house being sold and to the land plot is subject to registration with government agencies.

Upon completion, the purchaser is issued a certificate, on the basis of which he becomes the new owner of the real estate. The text of the paper states the following:

• Contents: complete information;
• requisites;
• terms of the agreement;
• subject of the agreement.

If home ownership is sold according to one document, then it must reflect:

1. Detailed information about the subject;
2. The price of the real estate object being sold, indicating the method of payment and currency;
3. Additional information concerning the period of transfer of all ownership rights, guarantees, payment of expenses associated with the conclusion of the transaction, the availability of paperwork for acceptance and transfer of the property being sold and other essential conditions.

In the document for the sale of real estate, the parties enter information about the land plot and information about its identification data in the text of the description of the item.

This is a form confirming the right to dispose of a property, for example, a registration certificate, land category and location, cadastral number of the plot and the total size of the area.

Data regarding a residential building alienated together with land is recorded separately.

The form displays all information about the object:

• description of the living space;
• square;
• address;
• property owner documents.

The agreement also includes the full amount that must be paid separately for each object.

A purchase and sale form is an integral part of a transaction in which one party transfers to the other party all rights to own the item on the basis of title documents. A correctly drawn up agreement will help avoid conflict situations in the future!

CONTRACT No. ______ (purchase and sale ________________________________________________) (name of product) _______________ " " __________ 200__ __________________________________________________________________________, (name of the enterprise, cooperative, organization) hereinafter referred to as the “Seller” _________________________________________________ ___________________________________________________________, acting (position, surname, etc.) on the basis of ___________________________________________ on the one hand, and ____________________________________________________________, hereinafter referred to as the “Buyer” represented by _____________________________________ , acting on the basis of ________________________________________________, on the other hand, have concluded this Agreement as follows: 1. Subject of the agreement. 4. Term, procedure and form of payments ______________________________ 2.4.1. Payment period ___________________________________ days from the date of _______________________________________________________________________________ 2.4.2. Payment procedure (advance payment, subsequent payment upon receipt of the goods, telegraphic or postal) _______________________ ________________________________________________________________________________ 2.4.3. Form of payment (payment request; payment order, letter of credit; check; payment request-order)__________________________ __________________________________________________________________________ Value added tax must be shown as a separate line in payment documents. In all other respects that are not provided for in this paragraph, the parties are guided by the “Rules for non-cash payments in the national economy”. 3.6. If the Buyer refuses (in whole or in part) to accept and pay for the goods (products) stipulated by the Agreement, he shall compensate the Seller for losses incurred in connection with this in the amount of ____________ percent of the cost of the goods (products). 2.2. Buyer _________________________________________________ 6.2.3. Signatures of the parties: from the Seller from the Buyer ___________________ _______________________ (signature) (signature) M. P. M. P. " " ____________ 200__ " " _____________ 200__ Comments: This type of agreement is the most common and simple to implement. It is often very difficult to determine and prove the amount of losses (including lost profits), so they prefer to stipulate the amount of the penalty in advance.