Análisis de ejemplo (redactado en inglés)
Preliminary Agreement for the Purchase of an Apartment
Property Purchase Pre-Agreement
The owner named in the Schedule — Seller · You (the purchaser) — Buyer · Northgate Homes Agency SRL — Estate agency
La conclusión
This is a promise to buy a two-bedroom apartment in Cluj-Napoca for €185,000, with the real sale happening later at a notary by 30 June 2027. The good news: the price is locked, you pay the big balance only at the notary against the signed deed, and the seller carries the risk if the flat is damaged before you get the keys. The bad news is where your money sits. Within three days you send €33,300 (18%) straight to the seller's personal account — no escrow, no notary account — plus €4,625 to the agency that you never get back. If your bank refuses or is simply slow with the €151,700 mortgage, you lose the whole €33,300 (Sections 3 and 5). If the seller changes their mind, they just hand your money back within 60 days, with nothing extra (Section 6) — and they can push the deed date back 60 days whenever they like, while you can't move it by a day. The contract says nothing about whether the apartment has a mortgage, debts or building-fee arrears attached to it, and the parking space and storage room are promised in a vague sentence rather than included in what you are buying. Bottom line: a workable starting point, but don't sign or transfer a cent until there's a financing condition, a land-register check and a safer place for the deposit.
Señales de alerta
Mortgage refused? You lose €33,300
Crítico· RescisiónYour purchase depends on a €151,700 mortgage, but the contract says your obligations do not depend on getting it (Section 5). A refusal, a low valuation or a slow bank (Section 3) all count as your default — and the seller keeps the whole deposit.
Qué pedir
A financing condition: if the mortgage is refused despite a genuine, timely application, the agreement ends and the full deposit is returned. Plus an automatic extension for bank or registry delays.
18% deposit goes straight to the seller's personal account
Crítico· Financiero€33,300 leaves your control three days after signing, with no escrow and no notary holding it. If the seller spends it or has creditors, getting it back may depend on suing them.
Qué pedir
A 5–10% deposit held in a neutral escrow account (notary or lawyer, where available), released to the seller only when the final deed is signed.
Nothing about mortgages, liens or debts on the apartment
Crítico· ResponsabilidadThe seller only says they own the flat. There's no promise it is free of a bank mortgage, seizures or lawsuits, or that past alterations were permitted — and you sign that you have no claims.
Qué pedir
Written guarantees that the Property is free of encumbrances and unauthorised works, a land-register check by the notary before the deposit, and any existing mortgage paid off from the price at the deed.
Seller can walk away or delay at no cost
Alto· RescisiónIf the seller backs out, they just return your money within 60 days, interest-free (Section 6). They can also push the deed date back 60 days without a reason (Section 4). You get neither option.
Qué pedir
Double the deposit back if the seller withdraws, reimbursement of your costs, and any extension right made mutual and limited.
€4,625 commission is lost even if the sale fails
Alto· FinancieroThe agency is paid in full on signing and keeps the money whatever happens — even if the seller withdraws or the property has a legal problem.
Qué pedir
Commission due only at the final deed, or refunded if the sale fails for reasons outside your control.
Parking space and storage room aren't part of the sale
Medio· OtrosThey're described as something the seller 'will allow' you to use, not as part of the Property. If they're left out of the final deed, you may have no right to them.
Qué pedir
Add both to the Property description (with cadastral numbers if they have them) and ask for proof of ownership or the right to use them.
Plazos clave
- Deposit transfer due18 mar 2027
€33,300 must reach the seller within 3 days of signing on 15 March. Don't send it until the land-register check is done and the deposit terms are fixed.
- Agency commission due15 mar 2027
€4,625 is payable on the day you sign and is non-refundable as written — negotiate this before the signing appointment.
- Final deed deadline30 jun 2027
You must be ready to sign and pay €151,700 at the notary by this date, or you lose the deposit. Apply for the mortgage straight away and tell the bank this date.
- Latest deed date if the seller extends29 ago 2027
The seller can push the deed back up to 60 days. Check that your mortgage offer would still be valid until this date.
- Latest handover (if the deed is on 30 June)14 ago 2027
The seller has 45 days after the deed to hand over the keys. If the deed moves, this moves with it — and there's no penalty for a late handover.
- Deposit refund if the seller withdraws
Within 60 days of the seller's withdrawal, without interest. Put any withdrawal and your refund request in writing.
Fechas en las que tienes que actuar. Añadirlas a tu calendario es un clic.
Datos clave
- Purchase price
- €185,000 (fixed)
- Deposit
- €33,300 (18%), to the seller's personal account
- Balance via mortgage
- €151,700 — no financing condition
- Final deed deadline
- 30 June 2027 (seller can push to 29 Aug 2027)
- Agency commission
- €4,625, non-refundable
- Your costs
- All notary, registration and tax costs
- Handover
- Within 45 days after the deed, no delay penalty
- Courts
- Seller's place of residence (Bucharest)
Cláusula por cláusula
1. Property and Price
EstándarLo que dice el contrato
“The total price is EUR 185,000, which is fixed and shall not be changed by either party. The balance of the price shall be paid on the day the final notarial deed is signed, in the presence of the notary.”
Lo que significa
The price is locked at €185,000 — the seller can't ask for more later, even if the market rises. And the big money (everything except the deposit) is only paid at the notary, at the same moment the sale deed is signed. That's exactly how it should work.
2. Deposit
Crítico· FinancieroLo que dice el contrato
“Within three (3) days of signing, the Buyer shall pay a deposit of EUR 33,300 (18% of the price) by bank transfer to the Seller's personal account.”
Lo que significa
You send €33,300 straight into the seller's own bank account, months before you own anything. If the seller spends it, owes money to someone else, or the sale falls apart, you're relying entirely on their goodwill to get it back. 18% is also on the high side — 5–10% is common in many markets.
Consejo de negociación
Ask for a smaller deposit (5–10%) and for it to be held by a neutral third party — a notary's or lawyer's escrow account, where available — and released to the seller only at the final deed.
3. Final Deed Date
Alto· RescisiónLo que dice el contrato
“If the Buyer is not ready to sign and pay the balance on that date for any reason, including a delay by the Buyer's bank, the Buyer shall be deemed to be in default.”
Lo que significa
The sale must close by 30 June 2027, and that date is 'essential'. If your bank is a week late with the valuation or the loan paperwork — something completely outside your control — you're treated as having broken the contract, which (under Section 5) means losing your deposit.
Consejo de negociación
Ask for an automatic extension (e.g. 30–45 days) if the delay is caused by the bank or the land registry, with written proof from the bank being enough to trigger it.
4. Seller Can Extend the Date
Alto· Cambios unilateralesLo que dice el contrato
“The Seller may postpone the date of the final deed by up to sixty (60) days by written notice to the Buyer, without giving reasons and without any compensation to the Buyer.”
Lo que significa
The seller can push the closing back two months, for any reason, at no cost — while you get zero flexibility. That can wreck your plans: your mortgage offer may expire, you may have given notice on your rental, and you'd keep paying rent in the meantime.
Consejo de negociación
Make extensions mutual and limited (e.g. one extension of up to 30 days for either party, with a stated reason), or require the seller to cover your extra costs, such as rent or a mortgage-offer renewal fee.
5. Financing and Buyer Default
Crítico· RescisiónLo que dice el contrato
“The Buyer's obligations under this Agreement are not conditional on obtaining any loan. If the Buyer fails to sign the final deed on the agreed date, including because financing is refused or delayed, the Seller shall keep the entire deposit as compensation.”
Lo que significa
This is the most dangerous sentence in the contract. You need a €151,700 mortgage to buy this flat — but if the bank says no, or the property valuation comes in low, or approval is just late, the seller keeps your entire €33,300. Add the €4,625 commission and you could lose almost €38,000 without ever owning the apartment.
Consejo de negociación
Insist on a financing condition: if your mortgage is refused despite a genuine application made within a set time (e.g. 10 days), the agreement ends and the full deposit comes back to you. Get a written mortgage pre-approval before signing either way.
6. Seller Withdrawal
Alto· RescisiónLo que dice el contrato
“If the Seller decides not to proceed with the sale, the Seller shall return the deposit received to the Buyer within sixty (60) days, without interest, and shall have no further liability to the Buyer.”
Lo que significa
If YOU back out, you lose €33,300. If the SELLER backs out — say, because someone offered more — they simply give your money back two months later, with no interest and no penalty. You'd be left with nothing for your lost time, your bank fees and the commission you paid. In many countries a deposit is expected to work both ways: a seller who walks away often pays back double.
Consejo de negociación
Ask for symmetry: if the seller withdraws, they repay double the deposit (or the deposit plus an equal penalty) within 10 days, and reimburse your commission and documented bank costs.
7. Condition and Legal Status
Crítico· ResponsabilidadLo que dice el contrato
“The Property is sold in its current condition, as viewed by the Buyer, who declares that they have no claims regarding its condition. The Seller declares that they are the owner of the Property.”
Lo que significa
Buying 'as viewed' is normal for a resale flat. What's missing is the important part: the seller doesn't promise the apartment is free of mortgages, seizures, liens or disputes, or that any past renovation (a moved wall, a closed balcony) was properly permitted. Debts tied to a property can sometimes follow it to the new owner — and you'd be signing that you have 'no claims'.
Consejo de negociación
Add written guarantees that the Property is free of mortgages, liens, seizures, lawsuits and unauthorised alterations — or, if there is a mortgage, that it is paid off from your money at the deed. Ask the notary to check the land register for debts and mortgages before you pay the deposit, and again on deed day.
8. Documents
BajoLo que dice el contrato
“Before the final deed, the Seller shall provide the notary with the title deed, the cadastral plan, and a valid energy performance certificate for the Property.”
Lo que significa
The seller must supply the basic paperwork the notary needs. That's reasonable — but ask to see copies NOW, before you pay the deposit, not just before the deed.
9. Parking and Storage
Medio· OtrosLo que dice el contrato
“The Seller will also allow the Buyer to use parking space no. 14 in the building's courtyard and the storage room in the basement assigned to the apartment.”
Lo que significa
The parking space and storage room are mentioned, but not as part of what you're buying — Section 1 describes only the apartment. 'Will allow the Buyer to use' is a favour, not ownership. If they're not written into the final deed, you may have no right to them once the sale is done, and they may not even belong to the seller.
Consejo de negociación
Ask for the parking space and storage room to be added to the Property description in Section 1 (with their cadastral numbers, if they have their own), and for proof of who owns them or how the right to use them was granted.
10. Costs
Medio· FinancieroLo que dice el contrato
“All notary fees, land registration fees, taxes, and other costs related to this Agreement and to the final deed shall be paid by the Buyer.”
Lo que significa
In many places the buyer does pay the notary and registration fees, so this is partly normal. But 'all taxes' could be read to include tax the SELLER owes on their own sale, and documents the seller needs (such as certificates about their own debts) should be on them.
Consejo de negociación
Ask the notary for a cost estimate in advance, and add that any tax due on the seller's income from the sale, and the cost of the seller's own documents, stay with the seller.
11. Agency Commission
Alto· FinancieroLo que dice el contrato
“The commission is earned on signing and is not refundable, whether or not the final deed is signed, for any reason.”
Lo que significa
You pay the agency €4,625 today, and you keep paying it even if the seller backs out, the property turns out to have a hidden mortgage, or the sale fails for any other reason. The agency gets paid in full for a sale that may never happen.
Consejo de negociación
Ask for the commission to be due only at the final deed — or at least refunded if the sale fails for reasons on the seller's side or a legal problem with the property. Check whether the seller is paying the agency too.
12. Utilities and Building Charges
Medio· FinancieroLo que dice el contrato
“From the handover date the Buyer shall take over the utility contracts and pay all charges relating to the Property, including the building maintenance fees.”
Lo que significa
You pay from the day you get the keys — that part is fair. But nothing says the seller's unpaid bills and building-fee arrears are settled first. In some buildings, unpaid maintenance fees attach to the apartment, so you could inherit the previous owner's debt to the owners' association.
Consejo de negociación
Require a certificate from the owners' association (and final utility statements) showing no arrears, dated close to the deed, and a clause that any older debts remain the seller's.
13. Handover and Risk
Medio· OtrosLo que dice el contrato
“The Seller shall hand over the Property, vacant and with all keys, within forty-five (45) days after the signing of the final deed. Until handover, the risk of loss or damage to the Property remains with the Seller.”
Lo que significa
Good news first: if the flat floods or burns before you get the keys, that's the seller's problem. But you'll have paid the full €185,000 and could wait 45 days to move in — and if the seller stays even longer, there's no penalty at all. You'd be paying a mortgage on a home someone else is living in.
Consejo de negociación
Ask for handover on deed day or within 7–10 days, and a daily penalty (for example €50–€100 per day) if the seller stays beyond that. Do a handover check with meter readings and photos.
14. Disputes
Medio· Resolución de disputasLo que dice el contrato
“Any dispute arising from this Agreement shall be settled exclusively by the courts of the Seller's place of residence in Bucharest.”
Lo que significa
If something goes wrong, you'd have to go to court in Bucharest, where the seller lives, even though the apartment is in Cluj-Napoca. That adds travel and cost on your side, which makes it harder to fight for your deposit.
Consejo de negociación
Ask for the courts where the Property is located, which is the natural choice for a property dispute and neutral for both sides.
Preguntas antes de firmar
- 1Will you add a financing condition so I get my full deposit back if the bank refuses my mortgage?
- 2Can the deposit be lower (5–10%) and held in a notary's or lawyer's escrow account until the final deed?
- 3Is there a mortgage, seizure or any other debt registered on the apartment? Can the notary check the land register before I pay anything?
- 4Can the parking space and storage room be written into the property description, and who actually owns them?
- 5Can we get a certificate from the owners' association showing there are no unpaid building fees?
- 6Were any alterations made to the apartment (walls, balcony, installations), and were they approved?
- 7If you decide not to sell, will you repay double the deposit, as is customary in many places?
- 8Can the commission be paid only when the final deed is signed?
Términos legales, descifrados
- Pre-agreement (promise to sell)
- A contract in which both sides promise to sign the real sale later, usually at a notary. It doesn't transfer ownership — you own the apartment only after the final deed (and, in many countries, its registration).
- Deposit
- Money paid up front to show commitment, deducted from the price later. Depending on how it's worded and local rules, it can be lost by a buyer who backs out — and, in many countries, repaid double by a seller who does.
- Escrow
- An arrangement where a neutral third party (often a notary, lawyer or bank) holds money until agreed conditions are met, so neither side can walk off with it.
- Financing condition
- A clause that lets the buyer cancel and get the deposit back if a mortgage is refused despite a genuine application. Very common protection for buyers who rely on a loan.
- Land register
- The official public record of who owns a property and what is registered against it — mortgages, seizures, rights of way, disputes. Always check it before paying money.
- Encumbrance (lien)
- A right someone else has over a property, such as a bank mortgage or a creditor's seizure. It can limit or follow the property even after a sale, unless it's cleared.
- Final notarial deed
- The official sale contract signed before a notary. This is the document that actually transfers the apartment, and what's written in it is what you own.
- Owners' association
- The organisation of all the owners in a building that manages common areas and collects maintenance fees. Its certificate shows whether an apartment has unpaid fees.
Generado por Fair Contracts el 19 de octubre de 2026 mediante análisis automatizado con IA. Un análisis automatizado puede pasar algo por alto o equivocarse.
Fair Contracts es una herramienta informativa, no asesoramiento jurídico, y su uso no crea una relación abogado–cliente. Para decisiones importantes, consulta a un profesional colegiado en tu país.
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