Florida Commercial Contract PDF Template

The Florida Commercial Contract form is a legal document that outlines the terms and conditions for the sale of commercial real estate in Florida. This form serves as a binding agreement between the buyer and seller, detailing essential elements such as the purchase price, property description, and closing procedures. To ensure a smooth transaction, it is crucial to fill out this form accurately and completely.

Start your process by filling out the form below.

Article Guide

The Florida Commercial Contract form is a vital tool for anyone involved in commercial real estate transactions in the state. This form serves as a comprehensive agreement between a buyer and seller, outlining essential details such as the parties involved, property descriptions, and the purchase price. It includes provisions for deposits, financing, and the timeline for acceptance and closing, ensuring that both parties understand their obligations and rights. The contract also addresses critical aspects like title transfer, property condition, and the due diligence period, allowing buyers to conduct inspections and assessments to confirm the property meets their needs. Additionally, it specifies the responsibilities of the escrow agent, the handling of deposits, and procedures in case of defaults. With these elements clearly laid out, the Florida Commercial Contract form helps facilitate smooth transactions while protecting the interests of all parties involved.

Florida Commercial Contract Preview

1. PARTIES AND PROPERTY: _____________________________________________________________________________(“Buyer”)

agrees to buy and _______________________________________________________________________________________ (“Seller”)

agrees to sell the property described as: Street Address: ______________________________________________________________

_______________________________________________________________________________________________________________

Legal Description: _____________________________________________________________________________________________

_______________________________________________________________________________________________________________

and the following Personal Property: ________________________________________________________________________________

_______________________________________________________________________________________________________________

(all collectively referred to as the “Property”) on the terms and conditions set forth below.

2. PURCHASE PRICE: $ ________________________

(a) Deposit held in escrow by___________________________________________________ $ ________________________

(“Escrow Agent”) (checks are subject to actual and ﬁnal collection)

Escrow Agent’s address: _________________________________ Phone: ______________

(b) Additional deposit to be made to Escrow Agent within _____ days after Effective Date $ ________________________

(d) Total ﬁnancing (see Paragraph 5) $ ________________________

(e) Other ___________________________________________________________________ $ ________________________

(f) All deposits will be credited to the purchase price at closing. Balance to close, subject

to adjustments and prorations, to be paid with locally drawn cashier’s or ofﬁcial bank $ ________________________

check(s) or wire transfer.

3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller and Buyer

and an executed copy delivered to all parties on or before ________________________, this offer will be withdrawn and the

Buyer’s deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 days from the date the counter

offer is delivered. The “Effective Date” of this Contract is the date on which the last one of the Seller and Buyer has signed

or initialed and delivered this offer or the ﬁnal counter offer. Calendar days will be used when computing time periods, except

time periods of 5 days or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national

legal holidays. Any time period ending on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next

business day. Time is of the essence in this Contract.

4. CLOSING DATE AND LOCATION:

(a) Closing Date: This transaction will be closed on ____________________________________ (Closing Date), unless speciﬁcally

extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, but not limited

to, Financing and Due Diligence periods. In the event insurance underwriting is suspended on Closing Date and Buyer is unable

to obtain property insurance, Buyer may postpone closing up to 5 days after the insurance underwriting suspension is lifted.

(b) Location: Closing will take place in __________________________________________________ County, Florida. (If left blank,

closing will take place in the county where the Property is located.) Closing may be conducted by mail or electronic means.

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Commercial Contract

FLORIDA ASSOCIATION OF REALTORS

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages.

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5. THIRD PARTY FINANCING:

BUYER’S OBLIGATION:

Within ______ days (5 days if left blank) after Effective Date, Buyer will apply for third party ﬁnancing in an

amount not to exceed ______% of the purchase price or $ ______________________, with a ﬁxed interest rate not to exceed ______%

per year or with an initial variable interest rate not to exceed ______%, with points or commitment or loan fees not to exceed ______%

of the principal amount, for a term of ______ years, and amortized over ______ years, with additional terms as follows: _____________

__________________________________________________________________________________________________________________.

Buyer will timely provide any and all credit, employment, ﬁnancial and other information reasonably required by any lender. Buyer

will use good faith and reasonable diligence to (i) obtain Loan Approval within _____ days (45 days if left blank) from Effective Date

(Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close the loan. Buyer will keep Seller and

Broker fully informed about loan application status and authorizes the mortgage broker and lender to disclose all such information

to Seller and Broker. Buyer will notify Seller immediately upon obtaining ﬁnancing or being rejected by a lender.

CANCELATION: If Buyer, after using good faith and reasonable diligence, fails to obtain Loan Approval by Loan Approval Date,

Buyer may within ______ days (3 days if left blank) deliver written notice to Seller stating Buyer either waives this ﬁnancing

contingency or cancels this Contract. If Buyer does neither, then Seller may cancel this Contract by delivering written notice

to Buyer at any time thereafter. Unless this ﬁnancing contingency has been waived, this Contract shall remain subject to the

satisfaction, by closing, of those conditions of Loan Approval related to the Property.

DEPOSIT(S) (for purposes of Paragraph 5 only): If Buyer has used good faith and reasonable diligence but does not obtain Loan

Approval by Loan Approval Date and thereafter either party elects to cancel this Contract as set forth above or the lender fails or

refuses to close on or before the Closing Date without fault on Buyer’s part, the Deposit(s) shall be returned to Buyer, whereupon

both parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving the

termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use good faith or

reasonable diligence as set forth above, Seller will be entitled to retain the Deposit(s) if the transaction does not close.

6. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by o statutory warranty deed

o other ________________________________________, free of liens, easements and encumbrances of record or known to Seller,

but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; existing zoning

and governmental regulations; and (list any other matters to which title will be subject) ______________________________________

________________________________________________________________________________________________________________

____________________________________________________________________________________________________________;

provided there exists at closing no violation of the foregoing and none of them prevents Buyer’s intended use of the Property as

_______________________________________________________________________________________________________________.

(a) Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent and pay for

the title search and closing services. Seller will, at (check one) o Seller’s o Buyer’s expense and within _____ days o after

Effective Date o or at least _____ days before Closing Date deliver to Buyer (check one)

o (i.) a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner’s policy

in the amount of the purchase price for fee simple title subject only to exceptions stated above. If Buyer is paying for the

evidence of title and Seller has an owner’s policy, Seller will deliver a copy to Buyer within 15 days after Effective Date.

o (ii.) an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm.

However, if such an abstract is not available to Seller, then a prior owner’s title policy acceptable to the proposed insurer as

a base for reissuance of coverage may be used. The prior policy will include copies of all policy exceptions and an update

in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer’s closing agent together with

copies of all documents recited in the prior policy and in the update. If such an abstract or prior policy is not available to

Seller then (i.) above will be the evidence of title.

(b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title

defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers proper

written notice and Seller cures the defects within _____ days from receipt of the notice (“Curative Period”). If the defects are

cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may

elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are

not cured within the Curative Period, Buyer will have 10 days from receipt of notice of Seller’s inability to cure the defects to

elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in

purchase price.

o Seller will, within _____ days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and

engineering documents, if any, and the following documents relevant to this transaction: _______________________________

______________________________________________________________________________, prepared for Seller or in Seller’s

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages.

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possession, which show all currently existing structures. In the event this transaction does not close, all documents provided

by Seller will be returned to Seller within 10 days from the date this Contract is terminated.

o Buyer will, at o Seller’s o Buyer’s expense and within the time period allowed to deliver and examine title evidence,

obtain a current certified survey of the Property from a registered surveyor. If the survey reveals encroachments on the

Property or that the improvements encroach on the lands of another, o Buyer will accept the Property with existing

encroachments o such encroachments will constitute a title defect to be cured within the Curative Period.

(d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress.

7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present “as is” condition, ordinary

wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties

other than marketability of title. By accepting the Property “as is,” Buyer waives all claims against Seller for any defects in the

Property. (Check (a) or (b))

o (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its “as is” condition.

o (b) Due Diligence Period: Buyer will, at Buyer’s expense and within _______ days from Effective Date (“Due Diligence

Period”), determine whether the Property is suitable, in Buyer’s sole and absolute discretion, for Buyer’s intended use and

development of the Property as speciﬁed in Paragraph 6. During the Due Diligence Period, Buyer may conduct any tests,

analyses, surveys and investigations (“Inspections”) which Buyer deems necessary to determine to Buyer’s satisfaction the

Property’s engineering, architectural, environmental properties; zoning and zoning restrictions; ﬂood zone designation and

restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency

with local, state and regional growth management and comprehensive land use plans; availability of permits, government

approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water

contamination; and other inspections that Buyer deems appropriate to determine the suitability of the Property for Buyer’s

intended use and development. Buyer will deliver written notice to Seller prior to the expiration of the Due Diligence Period

of Buyer’s determination of whether or not the Property is acceptable. Buyer’s failure to comply with this notice requirement

will constitute acceptance of the Property in its present “as is” condition. Seller grants to Buyer, its agents, contractors and

assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting Inspections;

provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct Inspections at their own

risk. Buyer will indemnify and hold Seller harmless from losses, damages, costs, claims and expenses of any nature, including

attorneys’ fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work

authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic’s lien being ﬁled against the Property

without Seller’s prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the

Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and

(2) Buyer will, at Buyer’s expense, release to Seller all reports and other work generated as a result of the Inspections. Should

Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer’s deposit will be immediately returned

to Buyer and the Contract terminated.

conduct a ﬁnal “walk-through” inspection of the Property to determine compliance with this paragraph and to ensure that all

Property is on the premises.

8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business

conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the

Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or

Buyer’s intended use of the Property will be permitted o only with Buyer’s consent o without Buyer’s consent.

9. CLOSING PROCEDURE:

(a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at closing. Seller will

provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes, and security systems.

(b) Costs: Buyer will pay buyer’s attorneys’ fees, taxes and recording fees on notes, mortgages and ﬁnancing statements and

recording fees for the deed. Seller will pay seller’s attorneys’ fees, taxes on the deed and recording fees for documents needed

to cure title defects. If Seller is obligated to discharge any encumbrance at or prior to closing and fails to do so, Buyer may use

purchase proceeds to satisfy the encumbrances.

(c) Documents: Seller will provide the deed; bill of sale; mechanic’s lien afﬁdavit; originals of those assignable service and

maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each service contractor from Seller

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.

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advising each of them of the sale of the Property and, if applicable, the transfer of its contract, and any assignable warranties or

guarantees received or held by Seller from any manufacturer, contractor, subcontractor, or material supplier in connection with

the Property; current copies of the condominium documents, if applicable; assignments of leases, updated rent roll; tenant and

lender estoppel letters; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change

in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information regarding the

tenant’s lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of Directors authorizing the sale

and delivery of the deed and certiﬁcation by the corporate Secretary certifying the resolution and setting forth facts showing the

conveyance conforms to the requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the

closing statement, mortgages and notes, security agreements, and ﬁnancing statements.

(d) Taxes and Prorations: Real estates taxes, personal property taxes on any tangible personal property, bond payments

assumed by Buyer, interest, rents, association dues, insurance premiums acceptable to Buyer, and operating expenses will be

prorated through the day before closing. If the amount of taxes for the current year cannot be ascertained, rates for the previous

year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate

will, at request of either party, be readjusted upon receipt of current year’s tax bill; this provision will survive closing.

(e) Special Assessment Liens: Certiﬁed, conﬁrmed, and ratiﬁed special assessment liens as of the Closing Date will be paid

by Seller. If a certiﬁed, conﬁrmed, or ratiﬁed special assessment is payable in installments, Seller will pay all installments due

and payable on or before the Closing Date, with any installment for any period extending beyond the Closing Date prorated,

and Buyer will assume all installments that become due and payable after the Closing Date. Buyer will be responsible for all

assessments of any kind which become due and owing after Closing Date, unless an improvement is substantially completed as

of Closing Date. If an improvement is substantially completed as of the Closing Date but has not resulted in a lien before closing,

Seller will pay the amount of the last estimate of the assessment.

(f) Foreign Investment In Real Property Tax Act (FIRPTA): If Seller is a “foreign person” as deﬁned by FIRPTA, Seller and

Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will complete, execute, and deliver

as directed any instrument, afﬁdavit, or statement reasonably necessary to comply with the FIRPTA requirements, including

delivery of their respective federal taxpayer identiﬁcation numbers or Social Security Numbers to the closing agent. If Buyer

does not pay sufﬁcient cash at closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional

cash necessary to satisfy the requirement.

10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent (Agent) to receive, deposit, and hold funds and other property

in escrow and, subject to collection, disburse them in accordance with the terms of this Contract. The parties agree that Agent

will not be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent’s willful

breach of this Contract or gross negligence. If Agent has doubt as to Agent’s duties or obligations under this Contract, Agent may,

at Agent’s option, (a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent

jurisdiction or arbitrator determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having

jurisdiction over the matter and ﬁle an action in interpleader. Upon notifying the parties of such action, Agent will be released from

all liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate broker,

Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items or is made a party

because of acting as Agent hereunder, Agent will recover reasonable attorney’s fees and costs incurred, with these amounts to be

paid from and out of the escrowed items and charged and awarded as court costs in favor of the prevailing party.

11. CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged default. If

a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non-complying party

specifying the non-compliance. The non-complying party will have _____ days (5 days if left blank) after delivery of such notice to

cure the non-compliance.

12. RETURN OF DEPOSIT: Unless otherwise speciﬁed in the Contract, in the event any condition of this Contract is not met

and Buyer has timely given any required notice regarding the condition having not been met, Buyer’s deposit will be returned in

accordance with applicable Florida laws and regulations.

13. DEFAULT:

(a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title

marketable after diligent effort, Buyer may either (1) receive a refund of Buyer’s deposit(s) or (2) seek speciﬁc performance. If

Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee.

(b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all deposit(s)

paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages.

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in full settlement of any claims, upon which this Contract will terminate or (2) seek speciﬁc performance. If Seller retains the

deposit, Seller will pay the Brokers named in Paragraph 20 ﬁfty percent of all forfeited deposits retained by Seller (to be split

equally among the Brokers) up to the full amount of the brokerage fee.

14. ATTORNEY’S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party,

which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys’ fees, costs, and

expenses.

15. NOTICES:

All notices will be in writing and may be delivered by mail, personal delivery, or electronic means. Parties agree to

send all notices to addresses speciﬁed on the signature page(s). Any notice, document, or item given by or delivered to an attorney

or real estate licensee (including a transaction broker) representing a party will be as effective as if given by or delivered to that party.

16. DISCLOSURES:

(a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales Commission Lien Act

provides that when a broker has earned a commission by performing licensed services under a brokerage agreement with you,

the broker may claim a lien against your net sales proceeds for the broker’s commission. The broker’s lien rights under the act

cannot be waived before the commission is earned.

(b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special assessment lien(s)

imposed by a public body. (A public body includes a Community Development District.) Such liens, if any, shall be paid as set

forth in Paragraph 9.(e).

(c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufﬁcient quantities,

may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines

have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your

county public health unit.

(d) Energy-Efﬁciency Rating Information: Buyer acknowledges receipt of the information brochure required by Section

553.996, Florida Statutes.

17. RISK OF LOSS:

(a) If, after the Effective Date and before closing, the Property is damaged by ﬁre or other casualty, Seller will bear the risk of

loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will

have the option of purchasing the Property at the agreed upon purchase price and Seller will transfer to Buyer at closing any

insurance proceeds, or Seller’s claim to any insurance proceeds payable for the damage. Seller will cooperate with and assist

Buyer in collecting any such proceeds.

(b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the right of eminent

domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this Contract without liability and the

deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of purchasing what is left of the Property at the

agreed upon purchase price and Seller will transfer to the Buyer at closing the proceeds of any award, or Seller’s claim to any

award payable for the taking. Seller will cooperate with and assist Buyer in collecting any such award.

18. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise o is not assignable

o is assignable. The terms “Buyer,” “Seller” and “Broker” may be singular or plural. This Contract is binding upon Buyer, Seller

and their heirs, personal representatives, successors and assigns (if assignment is permitted).

19. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modiﬁcations of

this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents

referenced in this Contract, counterparts and written modiﬁcations communicated electronically or on paper will be acceptable

for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract

prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will

continue to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages.

20. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a licensed real

estate Broker other than:

(a) Seller’s Broker: ____________________________________________________________________________________________,

(Company Name) (Licensee)

______________________________________________________________________________________________________________,

(Address, Telephone, Fax, E-mail)

who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller

o Buyer o both parties pursuant to o a listing agreement o other (specify) _____________________________________________

______________________________________________________________________________________________________________

(b) Buyer’s Broker: ___________________________________________________________________________________________,

(Company Name) (Licensee)

______________________________________________________________________________________________________________,

(Address, Telephone, Fax, E-mail)

who o is a single agent o is a transaction broker o has no brokerage relationship and who will be compensated by o Seller’s

Broker o Seller o Buyer o both parties pursuant to o an MLS offer of compensation o other (specify)

______________________________________________________________________________________________________________

(collectively referred to as “Broker”) in connection with any act relating to the Property, including but not limited to inquiries,

introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker

harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys’ fees at all levels,

and from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this

Paragraph, (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the

request of Seller or Buyer, which is beyond the scope of services regulated by Chapter 475, Florida Statutes, as amended, or (4)

recommendations of or services provided and expenses incurred by any third party whom Broker refers, recommends, or retains

for or on behalf of Seller or Buyer.

21. OPTION (Check if any of the following clauses are applicable and are attached as an addendum to this Contract):

o Arbitration o Seller Warranty o Existing Mortgage

o Section 1031 Exchange o Coastal Construction Control Line o Buyer’s Attorney Approval

o Property Inspection and Repair o Flood Area Hazard Zone o Seller’s Attorney Approval

o Seller Representations o Seller Financing o Other ___________________________

22. ADDITIONAL TERMS:

________________________________________________________________________________________________________________

THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE

OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND

REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL

FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON

THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS,

ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER ADVICE. BUYER ACKNOWLEDGES

THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR

OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER

INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER,

PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION,

SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages.

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Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other party that

such signatory has full power and authority to enter into and perform this Contract in accordance with its terms and each person

executing this Contract and other documents on behalf of such party has been duly authorized to do so.

_________________________________________________________ Date: ______________________________________________

(Signature of Buyer)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Buyer)

Title: ____________________________________________________ Telephone: _________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Buyer)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Buyer)

Title: ____________________________________________________ Telephone: _________________________________________

Buyer’s Address for purpose of notice: _____________________________________________________________________________

Facsimile: ________________________________________________ E-mail: _____________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Seller)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Seller)

Title: ____________________________________________________ Telephone: _________________________________________

_________________________________________________________ Date: ______________________________________________

(Signature of Seller)

_________________________________________________________ Tax ID No.: _________________________________________

(Typed or Printed Name of Seller)

Title: ____________________________________________________ Telephone: _________________________________________

Seller’s Address for purpose of notice: ______________________________________________________________________________

Facsimile: ________________________________________________ E-mail: _____________________________________________

The Florida Association of REALTORS

makes no representation as to the legal validity or adequacy of any provision of this form in any speciﬁc transaction. This

standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry

and is not intended to identify the user as a REALTOR

. REALTOR

is a registered collective membership mark which may be used only by real estate licensees who

are members of the NATIONAL ASSOCIATION OF REALTORS

and who subscribe to its Code of Ethics.

The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms.

Buyer (_____) (_____) and Seller (_____) (_____) acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages.

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↓ Florida Commercial Contract

File Properties

Fact Name	Description
Governing Law	This contract is governed by the laws of the State of Florida.
Parties Involved	The contract identifies the Buyer and Seller, establishing their roles in the transaction.
Property Description	The contract requires a detailed description of the property, including street address and legal description.
Purchase Price	The contract specifies the total purchase price and outlines deposit requirements and payment methods.
Acceptance Timeline	Offers must be signed and delivered by a specified date; otherwise, they will be withdrawn.
Closing Procedures	The contract outlines the closing date, location, and procedures for transferring ownership.
Default Consequences	In the event of default, the contract specifies the rights of both parties regarding deposits and potential remedies.

Instructions on Utilizing Florida Commercial Contract

Filling out the Florida Commercial Contract form requires careful attention to detail. Each section must be completed accurately to ensure that both parties understand their obligations and rights. Below are the steps to guide you through the process of filling out this form.

Identify the parties involved. Enter the name of the Buyer and the Seller in the designated spaces.
Provide the property details. Fill in the Street Address and Legal Description of the property being sold.
List any personal property included in the sale. Specify what personal items are part of the transaction.
Enter the Purchase Price. Include the total amount the Buyer agrees to pay for the property.
Detail the deposit amounts. Specify the initial deposit held in escrow, additional deposits, and the total financing amount.
Set the Closing Date and location. Indicate when and where the closing will take place.
Complete the Third Party Financing section. Provide details about the financing the Buyer will seek.
Fill in the Title section. Indicate how the Seller will convey title and any conditions or exceptions.
Address the Property Condition. Specify whether the Buyer accepts the property “as is” or if there will be a due diligence period.
Outline the Closing Procedure. Describe how possession will be transferred and who will pay for closing costs.
Complete the Escrow Agent section. Identify the agent responsible for handling escrow funds.
Address the Return of Deposit and Default provisions. Specify the conditions under which deposits will be returned or retained.
Review the Notices section. Ensure all parties are aware of how notices will be delivered.
Sign and date the contract. Ensure both parties have signed the document to make it binding.

Important Facts about Florida Commercial Contract

What is the Florida Commercial Contract form?

The Florida Commercial Contract form is a legal document used in real estate transactions involving commercial properties in Florida. It outlines the terms and conditions agreed upon by the buyer and seller, including the purchase price, property details, and responsibilities of each party.

Who are the parties involved in the contract?

The contract involves two primary parties: the Buyer and the Seller. The Buyer agrees to purchase the property, while the Seller agrees to sell it. Both parties must sign the contract for it to be valid.

What information is required about the property?

Details about the property must include the street address, legal description, and any personal property included in the sale. This information ensures clarity about what is being bought and sold.

What are the deposit requirements?

The contract specifies a purchase price and outlines deposit requirements. The Buyer must make an initial deposit, which is held in escrow. Additional deposits may be required within a specified number of days after the effective date of the contract.

What happens if the Buyer cannot obtain financing?

If the Buyer fails to obtain financing despite making a good faith effort, they may cancel the contract. The Buyer must notify the Seller within a specified timeframe. If this occurs, the Buyer’s deposit will be returned, and both parties will be released from further obligations.

What is the closing process?

The closing process involves finalizing the transaction where the property is officially transferred from the Seller to the Buyer. The contract specifies the closing date and location. During closing, both parties must fulfill their obligations, including the payment of any required fees and the transfer of necessary documents.

What should I do if there are title defects?

If the Buyer discovers any title defects after receiving the evidence of title, they must notify the Seller within a specified timeframe. The Seller has the opportunity to cure these defects. If the defects are not resolved, the Buyer can choose to terminate the contract or proceed with the purchase despite the issues.

Common mistakes

When filling out the Florida Commercial Contract form, many people make critical mistakes that can lead to complications later on. One common error is failing to accurately complete the Parties and Property section. It is essential to clearly identify both the buyer and seller, along with the property details. Omitting or miswriting names or addresses can create confusion and legal challenges.

Another frequent mistake is neglecting to specify the Purchase Price and related deposits correctly. Buyers often forget to fill in the amounts for the initial deposit or additional deposits. This oversight can lead to disputes regarding the financial terms of the agreement, potentially jeopardizing the entire transaction.

People also tend to overlook the Effective Date and the time for acceptance. Not providing a clear date can result in misunderstandings about when the contract becomes binding. Additionally, failing to adhere to the specified time frames for acceptance and counteroffers can invalidate the agreement or delay the closing process.

In the section regarding Title, many individuals fail to specify the type of deed that will be used for the transfer. This can lead to issues regarding the marketability of the title. It is crucial to clarify whether a statutory warranty deed or another type will be used to avoid potential title disputes in the future.

Another common mistake involves the Due Diligence Period. Buyers often forget to indicate the time frame for inspections or to check the box indicating whether they will conduct inspections. This omission can limit the buyer's ability to assess the property thoroughly before closing, potentially leading to unforeseen issues.

Finally, many people neglect to read the Notices section thoroughly. Failing to provide accurate addresses for notice delivery can result in missed communications, which may affect the execution of the contract. Ensuring that all notices are sent to the correct addresses is crucial for maintaining a clear line of communication between all parties involved.

Documents used along the form

When engaging in a commercial real estate transaction in Florida, several documents complement the Florida Commercial Contract form. Each of these documents serves a specific purpose and is essential for a smooth transaction. Below is a list of commonly used forms and documents.

Title Insurance Commitment: This document outlines the terms under which a title insurance policy will be issued, protecting the buyer against potential title defects.
Property Survey: A professional drawing that depicts the boundaries, improvements, and any encroachments on the property, ensuring clarity on property lines and usage.
Due Diligence Checklist: A comprehensive list that guides the buyer in assessing the property’s condition, including inspections for environmental hazards and compliance with zoning regulations.
Lease Agreements: If the property is leased, these documents detail the terms of the lease, including rental amounts, duration, and responsibilities of the landlord and tenant.
Closing Statement: This document summarizes the financial details of the transaction, including all costs, fees, and the final amount due at closing.
Escrow Agreement: An agreement that outlines the responsibilities of the escrow agent who will hold and disburse funds during the transaction.
Estoppel Certificates: Documents from tenants confirming the terms of their leases and stating whether they have any claims against the property, ensuring transparency in tenant obligations.
Disclosure Statements: These statements inform buyers of any known issues with the property, such as environmental concerns or structural problems, ensuring informed decision-making.
Transfer Deed: This legal document conveys ownership of the property from the seller to the buyer at closing, officially transferring title.

Using these documents in conjunction with the Florida Commercial Contract form helps to mitigate risks and ensures that both parties are protected throughout the transaction process. Be diligent in reviewing each document and consult with professionals as needed.

Similar forms

Residential Purchase Agreement: Like the Florida Commercial Contract, this document outlines the terms of a real estate transaction between a buyer and a seller, including details about the property, purchase price, and closing procedures.
Lease Agreement: This document is similar in that it governs the terms under which a property is rented. It includes details about the parties involved, the property description, payment terms, and duration of the lease.
Option to Purchase Agreement: This agreement grants a potential buyer the right to purchase a property at a specified price within a certain timeframe, similar to how the Florida Commercial Contract outlines terms for buying property.
Real Estate Listing Agreement: This document establishes the relationship between a property owner and a real estate agent. It details the terms of the listing, including the commission structure, similar to how the commercial contract specifies obligations of the buyer and seller.
Joint Venture Agreement: This document outlines the terms of a partnership for a specific real estate project. It shares similarities with the commercial contract in terms of defining roles, responsibilities, and profit-sharing among parties involved.
Purchase and Sale Agreement: This document is closely related as it formalizes the agreement between buyer and seller, detailing the property, price, and conditions for sale, much like the Florida Commercial Contract.
Escrow Agreement: This document details the terms under which a neutral third party holds funds or documents until certain conditions are met. It parallels the Florida Commercial Contract's provisions regarding the handling of deposits and escrow funds.

Dos and Don'ts

When filling out the Florida Commercial Contract form, it’s essential to approach the task with care. Here’s a list of ten things you should and shouldn’t do to ensure a smooth process.

Do read the entire contract thoroughly before filling it out.
Don’t leave any required fields blank; incomplete information can lead to delays.
Do clearly identify all parties involved, including full names and contact information.
Don’t use abbreviations or nicknames; clarity is crucial in legal documents.
Do specify the property details accurately, including the street address and legal description.
Don’t forget to indicate the purchase price and any deposits clearly.
Do ensure you understand the financing terms and deadlines before signing.
Don’t ignore the importance of the closing date and location; these are critical to the transaction.
Do consult with a real estate attorney if you have any questions or concerns.
Don’t rush the process; take your time to review and confirm all details are correct.

By following these guidelines, you can help ensure that your experience with the Florida Commercial Contract form is as efficient and effective as possible. Remember, attention to detail can save you time and prevent complications down the road.

Misconceptions

Misconception 1: The Florida Commercial Contract form is only for large commercial transactions.

This form is applicable to various types of commercial real estate transactions, regardless of size. It can be used for small businesses, retail spaces, or larger commercial properties, making it versatile for different buyers and sellers.

Misconception 2: The contract guarantees financing for the buyer.

While the form includes provisions for financing, it does not guarantee that a buyer will secure a loan. Buyers must still apply for financing and meet the lender's requirements. The contract outlines the buyer's obligations to seek financing but does not ensure approval.

Misconception 3: The buyer has unlimited time to conduct due diligence.

The contract specifies a due diligence period within which the buyer must assess the property. If the buyer fails to notify the seller of any issues within this timeframe, they may be deemed to have accepted the property "as is." Timeliness is crucial in this process.

Misconception 4: The seller is responsible for all repairs before closing.

The contract states that the property is sold "as is," meaning the seller is not obligated to make repairs. Buyers accept the property in its current condition, which includes any defects or issues that may exist.

Key takeaways

Understand the Parties and Property: Clearly identify the Buyer and Seller, along with the property details, including the legal description and address. This is crucial for establishing the terms of the contract.
Specify the Purchase Price: Clearly state the purchase price and outline any deposits, including the amounts and deadlines for additional deposits. This sets clear financial expectations for both parties.
Time for Acceptance: Be aware that the offer must be signed and delivered by a specified date to remain valid. If not, it will be withdrawn, and any deposits will be returned to the Buyer.
Closing Date and Location: Clearly state the closing date and location. This information is essential for both parties to prepare for the final transaction.
Third-Party Financing: If financing is involved, the Buyer must apply within a specific timeframe. Understanding this process can prevent delays and complications.
Title and Property Condition: The Seller must convey a marketable title. Buyers should also be aware of the property’s condition, accepting it "as is" or during a specified due diligence period.
Default and Remedies: Understand the consequences of default by either party. This includes potential remedies such as retaining deposits or seeking specific performance.