PURCHASE TERMS OF USE

Oswalt Marketing LLC / You Own Land (youownland.com)

STANDARD PURCHASE CONTRACT

THIS PURCHASE CONTRACT (this “Agreement”) is made effective as of ____________ (the “Effective Date”), by and between Oswalt Marketing LLC (“Seller”), and ____________ (“Buyer”).

AGREEMENT

The parties agree as follows:

Agreement of Purchase and Sale.

Subject to the terms, covenants and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller the “Property” described as follows:

(Parcel Number(s) and Legal Description(s) attached hereto as Exhibit “A”)

BUYER INFORMATION:

Name: ____________ Address: ____________

Phone: ____________ Email: ____________

Purchase Price.

Buyer shall pay as the “Purchase Price” for the Property, payable as follows:

Down Payment. ____________ due within 2 days of execution of this Agreement as a Down Payment with Processing/Documentation Fee.
Balance. The balance of the Purchase Price shall be paid according to one of the following purchase options, as elected by Buyer and specified in this Agreement:
Cash Purchase. The balance of ____________ (payable via a cashier’s check, wire transfer, certified funds or money order) on the “Closing Date” as defined below.
Terms/Financed Purchase. The balance of ____________, together with interest at the rate of ____________ per annum from and after the date of this Agreement, amortized over ____________ months, payable in equal monthly installments of principal and interest in the amount of ____________, commencing on ____________, and continuing on the same day each month thereafter until ____________, at which time the then remaining principal and interest, including accrued but unpaid interest, is due and payable in full. (Amount due may constitute a Balloon Payment, such that the final payment may be far greater than the monthly payments.)
Processing and Service Fees.

Buyer shall pay to Seller a one-time processing fee of ____________, due upon execution of this Agreement for Terms/Financed Purchases, or upon Buyer’s full performance of this Agreement for Cash Purchases. For Terms/Financed Purchases, a monthly servicing fee of ____________ shall be paid by the Buyer each month in addition to the monthly installment listed in Section 2(b)(ii) of this Agreement. All service fees are non-refundable.

Property Taxes.

Property taxes for the current year shall be amortized over a 12-month period. For Cash Purchases, the pro-rated amount shall be paid by the Seller to the County Treasurer within 14 days of Buyer’s full performance of this Agreement. For Terms/Financed Purchases, the pro-rated amount shall be paid by Buyer to the Seller, who shall be responsible for payment of such taxes to the County Treasurer promptly when they become due, and the monthly property tax amount shall be added to the monthly installment specified in Section 2(b)(ii) of this Agreement. Buyer shall be responsible for payment of all property taxes assessed for periods following the date of the Deed from Seller to Buyer.

Total Monthly Payment (Applicable to Terms/Financed Purchases Only)

The total monthly payment due from Buyer to Seller on the ____________ day of each month is:

Payment Component	Amount
Principal & Interest
Property Taxes
HOA Fees (if applicable)
Total Monthly Payment

* Note – Property Taxes and HOA Fees are subject to change. If Property Taxes or HOA Fees change in subsequent years, the total monthly payment applied to Principal and Interest shall be adjusted accordingly, and may change the number of payments due to fulfill the terms of the contract and/or the final payment date.

Possession and Use.

Buyer is entitled to full and exclusive possession and use of the Property immediately upon (i) Buyer’s full performance of this Agreement, for Cash Purchases, or (ii) execution of this Agreement, for Terms/Financed Purchases, such right being subject to termination upon Buyer’s Default under Section 19 (Defaults and Remedies) of the Purchase Contract Terms and Conditions below. Seller retains legal title to the Property until all obligations of Buyer hereunder have been timely performed.

Closing Date and Delivery of Deed.

Cash Purchases. It is agreed that time is of the essence with respect to all dates specified in this Agreement and any addenda, riders, or amendments thereto. This means that all deadlines are intended to be strict and absolute. The closing shall take place on or before ____________ (the “Closing Date”) unless the Closing Date is extended in writing signed by the Seller and the Buyer or extended by the Seller under the terms of this Agreement. The closing shall be held at a place so designated and approved by the Seller, unless otherwise required by applicable law. If the closing does not occur by the date specified above, or in any extension, this Agreement is automatically terminated, and the Seller shall retain any earnest money deposit as liquidated damages.

Delivery of Deed. At Closing (for Cash Purchases) or upon Buyer’s full performance of this Agreement (for Terms/Financed Purchases), including full payment of the Purchase Price and all fees described above, Seller shall execute and deliver to Buyer a Special Warranty Deed, in recordable form, conveying legal title to the Property to Buyer. Seller shall submit the Deed for recording in the real estate records of the jurisdiction in which the Property is located, within 30 days of receipt of the final payment, and within 7 days of receipt of the recorded Deed, shall deliver the recorded Deed to Buyer by email or U.S. Mail. Seller agrees to convey title to the property free of all liens and encumbrances.

Closing Costs and Adjustments (Applicable to Cash Purchases Only)

The Buyer and the Seller agree to prorate the following expenses as of closing and funding: municipal water and sewer charges, utility charges, real estate taxes and assessments, common area charges, homeowner association or similar community assessments, co-operative fees, and maintenance fees if any. In determining prorations, the funding date shall be allocated to the Purchaser. Payment of special assessments district bonds and assessments, and payment of homeowner’s association or special assessments shall be paid current and prorated between the Purchaser and the Seller as of the Closing Date, with payments not yet due and owing to be assumed by the Buyer without credit toward purchase price. Property taxes shall be prorated based on an estimate or actual taxes from the previous year on the Property. All prorations shall be based upon a 30-day month and all such prorations shall be final. Seller shall not be responsible for any amounts due, paid or to be paid after closing, including but not limited to, any taxes, penalties, or interest assessed or due as a result of retroactive, postponed, or additional taxes resulting from any change in use of, or construction on, or improvement to the Property, or an adjustment in the appraised value of the Property. In the event the Seller has paid any taxes, special assessments, or other fees and there is a refund of any such taxes, assessments, or fees after closing, and the Buyer as current owner of the Property receives the payment, the Buyer will immediately submit the refund to the Seller.

Regardless of local custom, requirements or practice, the Buyer shall pay any and all realty transfer taxes due as a result of the conveyance of the Property. The Buyer shall pay all costs and fees incurred in the transfer of the Property, including cost of any survey, title policy, escrow or closing fees, and lender required fees, except as expressly assumed by the Seller in Section 10 of this Agreement. For Terms/Financed Purchases, real estate taxes, assessments, and related charges are addressed in Section 10 (Real Estate Taxes and Assessments) of the Purchase Contract Terms and Conditions below.

Incorporation of Separate Terms and Conditions.

This Agreement is subject to the Terms and Conditions attached hereto and incorporated herein.

Additional Terms or Conditions:

None.

Acceptance.

The offer set forth in this Agreement automatically expires unless Buyer accepts such Agreement by signing below, and delivers written notice of such acceptance to Seller by 5:00 PM time on ____________. If Buyer delivers a signed acceptance of this Agreement after the acceptance deadline indicated in this section, then Seller may, but is not required to, accept the terms of the Agreement by accepting payment of any portion of the Purchase Price from the Buyer.

PURCHASE CONTRACT TERMS AND CONDITIONS

The parties to the attached Purchase Contract agree to the following additional terms and conditions:

Integration with Purchase Contract.

Any capitalized terms not otherwise defined in these separate Terms and Conditions are defined in the Purchase Contract. These separate Terms and Conditions are to be construed together with, and as part of, the Purchase Contract. In the event of any conflict between the terms of the Purchase Contract and these separate Terms and Conditions, the terms of the Purchase Contract control.

Payments. (Applicable to Terms/Financed Purchases Only)

Buyer shall make all payments required under this Agreement (the “Payments”) to Seller in personal check, money order, cashier’s check or wire transfer of immediately available funds. Buyer shall deliver the Payments to the mailing address or account designated by Seller from time to time. If requested by Seller, Buyer shall set up automatic payments via credit card or automated checking account withdrawal. The Payments are non-refundable to Buyer, and will be applied against the Purchase Price and other amounts payable to Seller under this Agreement in this order: late fees, service fees, interest accrued and unpaid, principal.

All Sales Final.

Buyer and Seller agree that all sales are final.

Prepayment. (Applicable to Terms/Financed Purchases Only)

Buyer has the right to fully or partially prepay the Payments at any time and without penalty. Any partial prepayment will be applied first to payment of amounts then due under this Agreement, including service fees, accrued but unpaid interest and late charges, and the balance will be applied to the principal balance owed. Partial prepayment does not postpone the due date of the installments to be paid under this Agreement or change the amount of any regular installment payments.

Late Payments. (Applicable to Terms/Financed Purchases Only)

Buyer shall pay to Seller as liquidated damages a late charge of ____________ for each Payment that is fully or partially unpaid more than ten days after becoming due. If any payment is declined or returned for insufficient funds (NSF), Buyer will pay an NSF fee of $25.00, which shall be due and payable upon notice to Buyer from Seller.

Acceleration Clause; Default Interest Rate. (Applicable to Terms/Financed Purchases Only)

If Buyer defaults in the performance of any of Buyer’s obligations under this Agreement, and such default continues for 30 days after written notice of the default has been given to Buyer by Seller (or Seller’s agent), then Seller may declare all remaining amounts due under this Agreement immediately due and payable.

Condition of Property.
As-Is Condition. Buyer is purchasing the Property in its existing condition “as is, where is, and with all faults” and without any warranties, representations or guarantees, either express or implied, of any kind whatsoever from Seller with respect to all facts, circumstances, conditions, and defects. Buyer releases Seller from all liability for any damage or defects to the Property.
Buyer’s Construction Obligations (Applicable to Terms/Financed Purchases Only). Any additional construction, repairs and improvements of the Property are the sole responsibility of Buyer at Buyer’s sole cost and expense, and any such repairs or improvements shall become part of the Property.
Inspection Rights. Seller has the right to inspect the Property at any time before Buyer pays the Purchase Price in full.
Title Insurance Policy. (Applicable to Terms/Financed Purchases Only)

Seller may, in Seller’s sole and absolute discretion, provide to Buyer a standard owner’s policy of title insurance issued by a title company, insuring fee simple title to the Property in Buyer’s name in the amount of the Purchase Price subject to the usual printed exclusions, exceptions, conditions and stipulations set forth in the printed form policy. Buyer is responsible for the cost of additional or ALTA extended coverage and all endorsements desired by Buyer. If Seller elects not to provide a title insurance policy in connection with this Agreement, Buyer may obtain the desired title insurance policy at Buyer’s own expense. The Special Warranty Deed executed by Seller under this Agreement is subject only to matters of record and any liens, encumbrances, adverse claims or other matters arising by or through Buyer, or parties other than Seller, after the date of this Agreement.

Third Party Agent. (Applicable to Terms/Financed Purchases Only)

In the event that Seller elects to use an Escrow Agent or Servicing Agent (in either case, the “Agent”) to facilitate this Agreement, the following provisions apply:

Instructions. This Agreement constitutes Instructions between Seller, Buyer and the Agent. If the Agent requires that Buyer and Seller execute standard form instructions of the Agent (the “Printed Instructions”), then the parties shall execute such instructions. In the event of any conflict or inconsistency between the provisions of the Printed Instructions and this Agreement or any deed, instrument or document executed or delivered in connection with the transaction contemplated hereby, the provisions of this Agreement or such deed, instrument or document shall control. No provision of the Printed Instructions excuses any performance by either party at the times provided in this Agreement or provides either party hereto with any grace period not provided in this Agreement.
Agent Fees and Costs. Buyer shall pay the initial fee payable to the Agent. Buyer shall pay when due all ongoing servicing fees to Agent. Buyer shall pay when due all other fees and costs incidental to the sale of the Property, except as otherwise provided in this Agreement. Buyer agrees to pay to Seller the one-time processing fee within 2 days of the Effective Date.
Real Estate Taxes and Assessments. (Applicable to Terms/Financed Purchases Only)

Real estate taxes and installments of special assessments due and payable in the year in which this Agreement is dated will be prorated as of the Effective Date and borne by Seller for amounts owed prior to the Effective Date, and by Buyer for amounts owed after the Effective Date. Buyer shall pay all real estate taxes and installments of special assessments against the Property due and payable in subsequent years as part of Buyer’s monthly payment as specified in the Purchase Contract. If Buyer fails to pay any taxes or assessments by the due date, Seller may pay these amounts and add any amounts paid to the balance due under this Agreement. Any such sums paid by Seller shall bear interest at the default rate of 18% per annum provided for herein or the maximum interest rate, whichever is greater, until the sum has been paid in full. Buyer shall promptly pay, when due, all assessments imposed by an association, tax district, or other governing body as required by the provisions of any recorded documents.

Hold Harmless and Property Insurance. (Applicable to Terms/Financed Purchases Only)

Buyer agrees to hold Seller harmless from any claims arising from Buyer’s use or ownership of the Property, including attorney’s fees. Upon execution of this Agreement and continuing until the purchase price is fully paid, Buyer shall obtain and keep in full force and effect, at Buyer’s sole expense, the following insurance:

General Liability coverage having a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; or
Umbrella insurance through an existing homeowner’s policy or renter’s policy with limits at least equal to those above.

Seller shall be named as an additional insured on such insurance. If Buyer is unable to obtain General Liability Insurance or Umbrella Insurance, Buyer may request a waiver from Seller.

Application of Insurance Proceeds. (Applicable to Terms/Financed Purchases Only)

The insurance proceeds paid in connection with any damage to the Property due to fire or other casualty will be applied to the Payments, even if such amounts are not then due to be paid. Such payment does not postpone the due date of future installments to be paid pursuant to this Agreement or change the amount of such installments. The balance of insurance proceeds, if any, is the property of Buyer.

Injury or Damage Occurring on the Property. (Applicable to Terms/Financed Purchases Only)

Seller is not responsible for damages by reason of injuries occurring after the date of this Agreement to any persons or property while on or about the Property. Buyer shall hold harmless, defend and indemnify Seller from all liability, loss, cost, and obligations, including reasonable attorneys’ fees, on account of or arising out of any such injuries or damages.

Condemnation. (Applicable to Terms/Financed Purchases Only)

If all or any part of the Property is taken in condemnation proceedings instituted under power of eminent domain or is conveyed in lieu thereof under threat of condemnation, Buyer shall apply the money paid pursuant to such condemnation or conveyance in lieu thereof to payment of the amounts payable by Buyer under this Agreement, even if such amounts are not then due to be paid. Such payments do not postpone the due date of future installments to be paid pursuant to this Agreement or change the amount of such installments. The balance, if any, may be retained by Buyer.

Waste, Repair and Liens. (Applicable to Terms/Financed Purchases Only)

Buyer shall not remove or demolish any improvements or fixtures now or later located on the Property, nor shall Buyer commit or allow waste of the Property. Buyer shall maintain the Property in good condition and repair. Buyer shall not create or permit to accrue liens or adverse claims against the Property which constitute a lien or claim against the Property. Buyer shall pay to Seller all amounts, costs and expenses, including reasonable attorneys’ fees, incurred by Seller to remove any such liens or adverse claims within 10 days of notice to Buyer that Seller has incurred such costs and expenses.

Compliance with Laws. (Applicable to Terms/Financed Purchases Only)

Buyer shall comply or cause compliance with all laws and regulations of any governmental authority that affect the Property or the manner of using or operating the same, and with all restrictive covenants, if any, affecting title to the Property or the use thereof. Buyer shall promptly comply with all written requests by a governmental authority to remedy any code violation relating to the Property. If notification of a potential code violation is issued by any governmental authority, Buyer shall pay to Seller an administrative fee of $250. If Buyer does not remedy said code violation in a timely manner, and any governmental authority officially issues notice of a code violation, Buyer shall pay to Seller an additional administrative fee of $250. It is Buyer’s sole responsibility to remedy any code violation issued by any governmental authority and pay any fees and fines issued by any governmental authority and provide evidence to Seller that said code violation has been remedied. If Seller must travel to the property to confirm the code violation has been remedied, all travel expenses incurred by Seller shall be charged to the Buyer including an additional fee of $500 per travel day. Issuance of an official notice of a code violation concerning the property shall constitute an event of default under Section 19, and Seller may proceed with all remedies as provided, which may include forfeiture and termination of this Agreement.

Assignment. (Applicable to Terms/Financed Purchases Only)

Seller may transfer or assign Seller’s interest in this Agreement and the Property by furnishing a copy of such assignment to Buyer. Buyer shall not transfer or assign any of Buyer’s interests in the Property or this Agreement without the prior written consent of the Seller, which consent may be withheld in Seller’s sole and absolute discretion.

Notices. (Applicable to Terms/Financed Purchases Only)

All notices or other communications required or provided to be sent by either party or the Agent shall be in writing and shall be sent by United States Postal Service, postage prepaid, registered or certified mail, email, or any nationally known overnight delivery service, by courier, by facsimile or in person. All notices shall be deemed to have been given (i) 48 hours following deposit in the United States Postal Service, (ii) upon personal delivery if sent by overnight delivery service or by courier, or (iii) immediately if delivered by facsimile, email, or if personally delivered. All notices shall be addressed to the party at the address below the party’s signature in this Agreement. Any address or contact information specified therein may be changed by notice given to the addressee by the other party in accordance with this Section. The inability to deliver because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, is deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept.

Defaults and Remedies.

Terms/Financed Purchases. If Buyer defaults in the performance of any of Buyer’s obligations under this Agreement, and such default continues for 30 days after notice of the default has been sent to Buyer by Seller or the Agent, then Seller may elect to declare this Agreement, and Buyer’s interest in the Property, terminated and forfeited. If Seller exercises Seller’s right of forfeiture and elects to terminate this Agreement, all right, title and interest in the Property acquired by Buyer under this Agreement will be terminated, and all improvements made upon the Property and all Payments made will belong to Seller as liquidated damages for breach of this Agreement. Neither the extension of the time for payment of any sum of money to be paid hereunder nor any waiver by Seller of Seller’s rights to declare this Agreement forfeited by reason of any prior breach will in any manner affect Seller’s right to terminate this Agreement because of defaults subsequently occurring, and no extension of time is valid unless agreed to in writing. After service of notice of default and intent to forfeit and failure to cure such default within 30 days, Buyer shall immediately surrender possession of the Property to Seller, and any personal property of Buyer remaining on the Property will be considered abandoned and may be seized or disposed of by Seller in Seller’s sole and absolute discretion. In the event this Agreement is terminated due to Buyer’s default, Seller shall retain all amounts paid as liquidated damages. The parties agree that actual damages are difficult to ascertain, and that the amounts to be paid by Buyer are a reasonable approximation of the losses suffered by Seller as a result of Buyer’s exclusive use and possession of the Property prior to the default.

Cash Purchases. If the closing does not occur by the Closing Date specified in Section 7 of the Purchase Contract, or in any extension, this Agreement is automatically terminated, and the Seller shall retain any earnest money deposit as liquidated damages, as set forth in Section 7.

Time of the Essence.

Time of Buyer’s performance under this Agreement is of the essence.

Brokers.

Each party warrants and represents to the other that no real estate sales or brokerage commissions or like commissions are due in connection with this transaction, unless otherwise explicitly stated in Section 10 of the Purchase Contract (Additional Terms or Conditions). Buyer shall indemnify, defend and hold Seller harmless from and against any claims by third parties made by or through the acts of Buyer for real estate or brokerage commissions, or a finder’s fee, in connection with the transactions provided for herein, and all costs and expenses incurred by Seller in connection therewith.

Attorneys’ Fees.

If either party hereto breaches any provisions of this Agreement, the breaching party shall pay to the non-breaching party all attorneys’ fees (set by the court and not a jury, at both trial and appellate levels) other costs and expenses incurred by the non-breaching party in enforcing this Agreement or preparing for legal or other proceedings, regardless of whether suit is instituted.

Amendment.

No modification of this Agreement is effective unless in writing and signed by the parties.

Recording.

Neither party shall record this Agreement with the County Recorder of the County in which the Property is located.

Effect of Contract.

This Purchase Contract Terms and Conditions amends and supplements the Contract and, if applicable, Escrow instructions. In the event there is any conflict between this Purchase Contract Terms and Conditions and the Contract or Escrow Instructions or Notice or Other Documents attached and made a part of this Agreement, the terms of this Purchase Contract Terms and Conditions take precedence and shall prevail except as otherwise provided by law. The undersigned, if executing this Purchase Contract Terms and Conditions on behalf of a Seller and/or the Purchaser that is a corporation, partnership, trust or other entity, represents and warrants that he/she is authorized by that entity to enter into this Purchase Contract Terms and Conditions and bind the entity to perform all duties and obligations stated in this Purchase Contract.

Entire Agreement.

This Agreement constitutes the entire contract between the parties with regard to the purchase and sale of the Property. All terms and conditions contained in any other writings previously executed by the parties and all other discussions, understandings or agreements regarding the Property and the subject matter hereof shall be deemed to be superseded hereby.

No Agency.

Nothing in this Agreement may be construed to form or recognize a joint venture, agency, partnership, or other business organization between the parties of any kind. The parties each agree that their relationship with respect to the other is that of an independent party entering into an arms-length agreement.

Jurisdiction and Venue.

Any breach, dispute, controversy or claim between the Parties arising out of or relating to this Agreement, or an amendment or addition hereto, which is not settled by the Parties, is subject to the exclusive jurisdiction of the courts of the State of ____________ and will be construed in accordance with the laws of the State of ____________, without resort to conflict of law principles. The proper venue for any legal action arising out of this Agreement is the State courts located in ____________.

Headings; Gender.

Headings in this Agreement are for convenience only and may not be used to interpret or construe its provisions. As used in this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, each include the others whenever the context so indicates.

Severability.

If any part of this Agreement is declared unenforceable or invalid, no other portion of the Agreement shall be affected, and the remainder of this Agreement will continue to be valid and enforceable.

Authority.

The persons signing for an entity participating in this Agreement represent and warrant that they have been duly authorized to enter into this Agreement on behalf of the entity, and that the respective entities they are signing for have been legally organized and are in good standing within the entity’s state of domicile.

Legal Counsel.

Buyer has had full and fair opportunity to review this Agreement with independent legal counsel and agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement.

Counterparts.

This Agreement may be executed simultaneously or in counterparts, each of which is deemed an original, but all of which together constitute one and the same Agreement. Facsimile copies of the executed signature pages of this Agreement are effective and binding upon the parties as if such signatures were original signatures.

EXHIBIT “A”

Parcel Number(s): ____________, ____________, ____________

Legal Description(s):

EXHIBIT “B”

Limited Power of Attorney

Buyer hereby appoints Seller as Buyer’s agent under a limited power of attorney to do the following on behalf of Buyer with respect to the Property described on Exhibit “A”:

Execute a deed, transfer statement, transfer tax statement, affidavit, transfer disclosure statements, statement regarding representation of purchase price, or any other document required by any state, county, parish, city, municipality, district or other governmental body necessary or convenient to the transfer of title to the Property from Seller to Buyer.

This limited power of attorney is coupled with an interest and is non-revocable.