Compromis de vente template (PDF): the clauses to check before signing

A preliminary sale agreement (compromis de vente) downloaded as a PDF from the internet costs nothing and can be filled in within ten minutes. That is precisely what makes it dangerous. This document binds the seller and the buyer in an almost definitive way: under Article 1589 of the French Civil Code, a promise to sell is equivalent to a sale where there is reciprocal consent of both parties on the thing and on the price. In other words, once it is signed, going back requires either a condition precedent that operates, a cooling-off period, or litigation. This guide reviews the five clauses to check before signing and details the pitfalls of a generic template used without review by a professional.

What a compromis de vente really is

The everyday term "compromis de vente" designates in law the bilateral promise to sell (promesse synallagmatique de vente): both parties undertake reciprocally, one to sell and the other to buy, at an agreed price. Unlike the unilateral promise (where only the seller is bound and the buyer holds an option), the compromis already binds both signatories. It is a contract, not a mere intention. The essential clauses of a promise to sell, from the description of the property to the conditions precedent, are set out in our article on how to draft them.

This distinction is not theoretical. In a compromis, if the buyer withdraws without a ground provided for in the contract, the seller may in principle demand forced performance of the sale or keep the deposit. In a unilateral promise, the buyer who does not exercise the option loses only the immobilisation indemnity. A PDF template headed "compromis de vente" that in fact reproduces the mechanisms of a unilateral promise creates confusion about the exact nature of the commitment, and therefore about each party's rights.

The compromis de vente PDF template: useful for understanding, risky for signing

Downloading a compromis de vente in PDF format has real value: understanding the structure of the document, anticipating the documents to be gathered, preparing the discussion with the notary or the lawyer. The problem arises when this template becomes the contract actually signed. A generic form knows neither the situation of the property (co-ownership, easement, party wall), nor that of the parties (matrimonial property regime, joint ownership, civil property company), nor local particularities. It applies an average template to a situation that never is.

There are two ways to sign safely. Signature in authentic form before a notary, which remains the majority practice for the preliminary agreement as for the final deed. Or signature under private agreement (sous seing privé), possibly countersigned by a lawyer, the lawyer's deed (acte d'avocat) giving a certain date and engaging the responsibility of the drafter for the content. The PDF template filled in alone, with none of these safeguards, is the most exposed option.

Clause No. 1: the description of the property and the origin of title

The first check concerns the very object of the sale. A generic template leaves a "description of the property" field which the seller often fills in from memory, copying an advertisement. Yet the description must correspond exactly to the cadastral references, to the surface area, and for a co-ownership unit, to the unit number and the share of common parts shown in the co-ownership rules (règlement de copropriété).

For a dwelling in co-ownership, the private surface area must be stated in accordance with the Carrez law (Law No. 96-1107 of 18 December 1996). An error of more than 5% to the buyer's detriment gives right to a proportionate reduction in price. A PDF template calculates nothing: it simply accepts the figure entered. If that figure is wrong, the dispute arises after the sale, when the buyer has the property measured.

The origin of title deserves the same attention. The compromis must state how the seller became the owner (purchase, succession, gift) and since when. This information conditions the legal certainty of the transaction: a property received by gift with a reservation, or arising from an estate not yet settled, may be subject to competing rights. The standard form does not ask these questions.

Clause No. 2: the conditions precedent, the core of the buyer's protection

A condition precedent (condition suspensive) suspends the final formation of the sale until a future and uncertain event occurs. If the event does not occur, the sale is deemed never to have existed and the sums paid are returned. This is the central protective mechanism of the preliminary agreement, governed by Articles 1304 et seq. of the French Civil Code.

The condition precedent of obtaining a loan

For a buyer financing the purchase by borrowing, this is the vital clause. The Scrivener Law (Law No. 79-596 of 13 July 1979, codified in Articles L313-40 et seq. of the French Consumer Code) provides that where the buyer uses credit, the contract is entered into subject to the condition precedent of obtaining the loan, for a period that may not be less than one month. If the loan is not obtained, the buyer recovers the deposit.

The pitfall of the PDF template is twofold. First, the clause must specify the characteristics of the loan sought: amount borrowed, term, maximum rate. A clause that is too vague ("subject to obtaining financing") weakens the buyer, because a bank refusal might not correspond exactly to the parameters targeted. Second, the clause must set the starting point and the period for submitting loan applications, failing which the seller may blame the buyer for negligence. A buyer who declares that he or she is not using a loan, while in fact applying for one, loses all protection: the law allows this waiver, but it must result from a handwritten statement with heavy consequences. The risks of a commitment made before financing is obtained, and the pitfalls that deprive the buyer of the condition, are analysed in our article on signing the compromis before the bank's approval.

The other conditions precedent not to be forgotten

Depending on the situation, other conditions precedent protect the buyer and almost never appear in a generic template:

• the absence of a town planning easement or of a pre-emption right exercised by the municipality, the sale being suspended until the town hall waives its right to pre-empt
• the obtaining of a building permit or a town planning authorisation where the purchase relates to a works or division project
• the absence of a mortgage or lien encumbering the property beyond the sale price
• for a property in co-ownership, the absence of dangerous-building proceedings or of voted works that have not been disclosed

Each of these conditions corresponds to a concrete risk. A standard PDF compromis mentions at best the loan condition and the urban pre-emption right. The rest depends on knowledge of the file, which only an examination of the documents makes possible.

Clause No. 3: the deposit and the fate of sums paid

On signature of the compromis, the buyer frequently pays a deposit, often between 5 and 10% of the price, although this percentage is not imposed by law. This amount is held in escrow, in practice by the notary or by the estate agent holding a financial guarantee. Three checks are needed on this clause.

The fate of the deposit if a condition precedent is not fulfilled: it must be returned in full to the buyer, without excessive delay. A poorly drafted clause may provide for a conditional or late return, which blocks substantial sums.

The identity of the escrow holder: paying the deposit directly to the seller, as an improvised arrangement sometimes suggests, exposes the buyer to never seeing this money again if the sale fails and the seller is acting in bad faith or is insolvent. Escrow in the hands of a trusted third party holding a financial guarantee is the prudent rule.

The interaction with the penalty clause (clause pénale): if the compromis provides for a lump-sum indemnity in the event of a party's culpable default (based on Article 1231-5 of the French Civil Code on penalty clauses), the amount of the deposit and that of the penalty clause must be consistent. A PDF template may place the two side by side without linking them, creating ambiguity about what the buyer who withdraws actually loses.

Clause No. 4: the cooling-off period and the mandatory diagnostics

The ten-day right of withdrawal

A non-professional buyer of a dwelling benefits from a ten-day cooling-off period, provided for by Article L271-1 of the French Construction and Housing Code, extended from seven to ten days by the Macron Law (Law No. 2015-990 of 6 August 2015). This period runs from the day after the first presentation of the letter notifying the document, or from its delivery by hand. During these ten days, the buyer may withdraw without giving a reason and recover all the sums paid.

The critical point is the notification. The starting date of the period depends on a proper notification of the compromis together with all its annexes. A PDF template does not manage this formality: if the notification is irregular or incomplete, the period does not run validly, and legal uncertainty sets in. The seller, for its part, has no right of withdrawal once the compromis is signed: this asymmetry is often poorly understood by a private individual who fills in a form alone.

The technical diagnostic file

Article L271-4 of the French Construction and Housing Code requires a technical diagnostic file to be annexed to the compromis. Depending on the age and location of the property, it includes in particular the energy performance certificate (diagnostic de performance énergétique, DPE), the statement of risks and pollution, the lead exposure risk report, the statement on the presence of asbestos, the gas and electricity diagnostics, the termite report in the areas concerned, and, for non-mains drainage, a specific inspection.

The absence of a diagnostic or its having expired may engage the seller's liability and, for some of them, deprive the seller of the possibility of excluding the latent defects warranty. A PDF template sometimes lists these documents in a theoretical annex, but checks neither their actual presence, nor their validity, nor their consistency with the property sold. Checking requires each diagnostic to be compared with the reality of the dwelling.

Clause No. 5: the seller's declarations and the condition of the property

The last family of clauses concerns the seller's declarations: absence of ongoing disputes, absence of pre-emption proceedings, position as regards the co-ownership, regularity of the works carried out, state of easements. These declarations bind the seller and underpin the buyer's consent.

Documents specific to co-ownership

For a co-ownership unit, the ALUR Law (Law No. 2014-366 of 24 March 2014) strengthened the information given to the buyer. The following in particular must be provided: the co-ownership rules and the descriptive statement of division (état descriptif de division), the minutes of the general meetings of recent years, the amount of running charges, the overall statement of unpaid charges within the co-owners' association (syndicat), and the building's maintenance log. A generic PDF compromis does not incorporate this body of documents, although it conditions the buyer's knowledge of his or her future financial position within the co-ownership.

Take a concrete illustration. Imagine the buyer of an apartment in an old building, who signs a compromis downloaded online, without the minutes of the general meetings being annexed. Three months after the purchase, a meeting votes a facade renovation whose principle had been decided the previous year, of which he knew nothing. The share of the works payable by him may represent a substantial sum. Had he had the minutes at the time of the compromis, he would have negotiated the price or withdrawn. The PDF template did not create the risk, but it did nothing to reveal it.

Works, easements and the latent defects warranty

The declarations relating to works carried out (with or without authorisation, with or without compliance with town planning rules) are decisive. A veranda built without prior declaration, an undeclared swimming pool, a conversion of attic space without a permit: these are all situations which, if badly handled in the compromis, turn against the buyer after the sale.

The compromis almost always contains a clause excluding the latent defects warranty (garantie des vices cachés) in favour of the non-professional seller. This clause is valid, but it does not apply if the seller knew of the defect and concealed it. A private individual who signs a PDF template without understanding the scope of this clause may believe that he or she is giving up rights that are in fact retained, or conversely overestimate his or her protection.

The pitfalls of a generic template used without a lawyer

Beyond each clause taken in isolation, the use of a PDF compromis de vente template without professional review concentrates several structural risks.

The first is unsuitability to the situation of the parties. A seller married under the community property regime must obtain the spouse's consent to sell the family home. A property in joint ownership requires the agreement of all the joint owners, or compliance with majority rules. A sale by a civil property company (société civile immobilière) is subject to the articles of association and the powers of the manager. The standard form ignores these constraints and has signed by a person who may not have the power to sell alone, which weakens the whole deed.

The second pitfall lies in missing clauses rather than erroneous clauses. A template cannot provide for what it does not know: a right of way (servitude de passage), a lease in force on the property, a contractual right of first refusal, a particular tax position of the seller as regards capital gains. The absence of a clause does not attract attention, unlike a clause that is visibly wrong. This is the most insidious risk.

The third pitfall concerns time limits and the formalities of notification. The date of signature, the date of notification, the starting point of the cooling-off period, the time limits for the conditions precedent to be fulfilled and the deadline for signing the authentic deed form a precise chronological sequence. An inconsistency between these dates, frequent in a document filled in by hand, may make a clause inoperative or trigger a penalty clause at the wrong moment. The usual period between the preliminary agreement and the authentic deed, and the consequences of exceeding the planned date, are examined in our article on the time between compromis and final deed.

The fourth pitfall is that of evidential value. A private agreement filled in alone, unregistered and badly dated, exposes the parties to challenges as to the reality and date of the commitment. The notarial deed or the lawyer's deed provides a security that a PDF signed without a witness or a professional does not.

Conclusion: the template to understand, the professional to sign

A compromis de vente PDF template is a good preparation tool and a poor final contract. It helps to understand the mechanics of the preliminary agreement, to gather the documents and to hold a useful discussion with the drafter. But the commitment it embodies is too heavy, and too dependent on the particular situation of the property and the parties, to be left to an average form. The five clauses examined, description of the property, conditions precedent, deposit, cooling-off period and diagnostics, and the seller's declarations, cannot be checked by ticking boxes: they require the text to be compared with the legal reality of the file.

The position is clear: download a template to learn, never to sign alone. Before any signature, have the preliminary agreement reviewed by a notary or have it countersigned by a lawyer, providing him or her with all the diagnostics, the co-ownership documents and the information on your personal situation. It is at that point, and not after the sale, that the security of the transaction is won.

Frequently asked questions

Does a compromis de vente downloaded as a PDF have legal value?

Yes, a compromis signed by both parties has contractual value, even if downloaded as a PDF, because Article 1589 of the French Civil Code provides that a promise to sell is equivalent to a sale where there is agreement on the thing and the price. The problem is not its validity in principle but its content: unsuitable clauses, missing conditions precedent, notification formalities not complied with. A document that is valid in form may be seriously deficient in substance.

What is the cooling-off period after signing a compromis de vente?

A non-professional buyer of a dwelling has a ten-day cooling-off period, provided for by Article L271-1 of the French Construction and Housing Code since the Macron Law of 6 August 2015. This period runs from the day after the first presentation of the notification of the compromis. During this period, the buyer may withdraw without giving a reason and without penalty, and recovers the sums paid. The seller has no right of withdrawal.

What happens if the buyer does not obtain the loan?

If the compromis contains a condition precedent of obtaining a loan, governed by the Scrivener Law of 13 July 1979 codified in Articles L313-40 et seq. of the French Consumer Code, a refusal of financing in line with the characteristics provided for leads to the sale lapsing and the deposit being returned. The clause must nevertheless specify the amount, term and rate of the loan sought, and the buyer must actually have submitted applications within the time limits. A vague clause or negligence on the part of the buyer may cause this protection to be lost.

Can a compromis de vente be signed without a notary?

Yes, a compromis may be signed under private agreement, between private individuals or through an estate agency, without any compulsory visit to the notary at this stage. However, the final deed of sale must be notarial in order to be registered at the land registry (service de la publicité foncière). Signing the preliminary agreement without a notary or lawyer exposes the parties to costly errors: review by a legal professional remains strongly recommended, in particular through the lawyer's deed, which gives a certain date and engages the responsibility of the drafter.

Which documents must be annexed to the compromis?

The compromis must include the technical diagnostic file provided for by Article L271-4 of the French Construction and Housing Code, comprising, depending on the property, the DPE, the statement of risks, and the asbestos, lead, gas, electricity and termite diagnostics. For a co-ownership unit, the ALUR Law of 24 March 2014 requires the annexing of the co-ownership rules, the minutes of general meetings, the statement of charges and the maintenance log. The absence of a mandatory diagnostic may engage the seller's liability and affect the starting point of the cooling-off period.

How much is the deposit and is it refundable?

The deposit is not fixed by law but is frequently between 5 and 10% of the sale price. It is held in escrow, in practice by the notary or the estate agent holding a financial guarantee, and not paid directly to the seller. It is returned in full to the buyer if a condition precedent is not fulfilled or in the event of withdrawal within the statutory ten-day period. It may, however, be retained if the buyer culpably withdraws from the sale, in accordance with the terms of the penalty clause.

Can a generic template be suitable for the sale of a property in co-ownership?

This is the riskiest case for a generic template, because the sale of a co-ownership unit requires the inclusion of numerous documents and specific declarations imposed by the ALUR Law: Carrez law surface area, share of common parts, amount of charges, unpaid sums owed to the association, voted works. A standard form neither gathers nor checks these items, although they determine future expenditure that may be substantial for the buyer. For a property in co-ownership, review by a notary or a lawyer is particularly justified.