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A Contract to Sell (Kaufvorvertrag) is a binding agreement where a seller promises to sell specific property to a buyer at a future date. Under German Civil Code (BGB), this preliminary contract creates a legal obligation to enter into the main sales contract later, giving both parties time to arrange financing, complete due diligence, or fulfill other conditions.

These contracts are especially common in German real estate transactions, where buyers and sellers need time between agreeing on terms and finalizing the sale. Unlike the final purchase agreement (Kaufvertrag), a Contract to Sell doesn't transfer ownership - it simply commits both parties to complete the sale once specific requirements are met. Courts can enforce this commitment if either party tries to back out without good cause.

Use a Contract to Sell when you need to secure a future purchase but can't complete the transaction immediately. This agreement proves especially valuable in German real estate deals where buyers need time to arrange financing or sellers must clear existing liens. It's also helpful when purchasing business assets that require extensive due diligence or regulatory approvals.

The timing makes sense when both parties are committed but face practical hurdles before closing. For example, a company buying commercial property might sign a Contract to Sell while waiting for bank approval, or a manufacturer might use one to lock in equipment purchases while finalizing installation logistics. This protects both sides from losing the deal during these necessary preparation phases.

• Standard Property Contract: Basic version used for straightforward real estate transactions, focusing on purchase price, property details, and closing timeline
• Commercial Asset Contract: Enhanced version with detailed provisions for business asset transfers, including inventory checks and operational handover terms
• Conditional Sale Contract: Includes specific performance requirements or contingencies that must be met before the final sale
• Installment Contract: Structures the commitment around staged payments, common in large equipment or machinery purchases
• Construction Pre-Contract: Specialized version for new building projects, incorporating planning permissions and development milestones

• Property Sellers: Individuals or companies who commit to selling real estate or assets, often represented by real estate agents in drafting the initial terms
• Prospective Buyers: Parties seeking to secure future ownership rights while arranging financing or conducting due diligence
• Notaries: German law requires their involvement to draft and authenticate major Contracts to Sell, especially for real estate transactions
• Legal Counsel: Attorneys who review and negotiate terms, ensuring compliance with BGB requirements
• Financial Institutions: Banks and lenders who often require these contracts before processing loan applications

• Property Details: Gather complete description, location, and current ownership documentation for the asset being sold
• Party Information: Collect legal names, addresses, and identification documents of all buyers and sellers
• Price Structure: Document the agreed purchase price, payment terms, and any deposit requirements
• Timeline Planning: Set clear deadlines for due diligence, financing arrangements, and final purchase completion
• Conditions List: Note all requirements that must be met before final sale, including permits or approvals
• Documentation Check: Our platform helps ensure all mandatory elements are included, generating legally sound contracts that meet German requirements

• Party Identification: Full legal names and addresses of both seller and buyer, with proof of authority to contract
• Property Description: Detailed specification of the asset being sold, including all relevant registration numbers or cadastral details
• Purchase Terms: Clear statement of price, payment schedule, and any conditions for the final sale
• Timeline Provisions: Specific dates for contract completion, due diligence period, and final purchase agreement
• Notarization Clause: Statement acknowledging the requirement for notarial authentication under German law
• Default Remedies: Consequences and procedures if either party fails to complete the final sale
• Governing Law: Explicit reference to German law (BGB) as the governing framework

A Contract to Sell is often confused with a Sales Contract (Kaufvertrag) in German law, but they serve distinctly different purposes. While both involve property transfers, their timing and legal effects differ significantly.

• Transfer of Ownership: A Sales Contract immediately transfers property rights, while a Contract to Sell only creates an obligation to complete a future sale
• Timing of Payment: Sales Contracts typically require immediate or near-immediate payment, whereas Contracts to Sell often involve future payment arrangements
• Legal Requirements: Sales Contracts for real estate must be notarized and recorded immediately; Contracts to Sell can be more flexible in their execution
• Risk Transfer: Under a Sales Contract, risk passes to the buyer upon signing; with a Contract to Sell, the seller retains risk until the final sale
• Conditions: Contracts to Sell commonly include more preliminary conditions that must be met before final sale, making them ideal for complex transactions