The Private Purchase
Contract in Spain
The most important document in your off-plan transaction. A complete guide to what it must contain, what to negotiate, and the clauses that protect you.
Ten Terms That Must Be in Your Private Purchase Contract
These are non-negotiable. If any are absent, your lawyer must insist on their inclusion before you sign.
Full property description
Address, cadastral reference, Land Registry number, unit number, floor area, and parking/storage included
Agreed purchase price
Stated in euros. Any price escalation clauses must be clearly defined and limited
Payment schedule
Every stage payment with amount, timing, and trigger condition clearly stated
Bank guarantee obligations
Developer's obligation to provide individual bank guarantees before receiving each stage payment
Property specification
Full specification attached as an exhibit: finishes, materials, appliances, layout. This forms part of the contract.
Completion date
A specific longstop completion date (not just an estimate), with automatic rescission rights if missed by a material margin
Developer's penalties for late delivery
Financial penalties per month of delay, giving the buyer compensation for late completion
Buyer's rescission rights
Clear conditions under which the buyer can withdraw and receive a full refund with interest
Developer's licence confirmation
Confirmation that planning licences are in place or a clear statement of the condition precedent to obtaining them
Community of owners information
Estimated community fees and any onerous community obligations
The Arras Rule: Double or Nothing
When the private purchase contract incorporates arras penitenciales under Article 1454 of the Spanish Civil Code, either party can withdraw from the transaction: the buyer loses their deposit; the developer pays back double what they received. This is a strong mutual incentive to complete. Your lawyer should confirm whether the contract is structured as arras penitenciales, arras confirmatorias (which do not permit simple withdrawal), or arras penales (with specific penalty provisions).
Private Contract FAQs
The reservation contract (contrato de reserva) is a short preliminary document that reserves your chosen unit while due diligence is carried out. It is typically 1–3 pages. The private purchase contract (contrato privado de compraventa) is the full commercial agreement — typically 15–30 pages — that commits both parties to the complete transaction and contains all the commercial and legal terms of the sale. The private contract is the critical document; the reservation is just the preliminary step to get there.
At the private purchase contract stage, the buyer typically pays a deposit of 10% of the purchase price (minus the reservation deposit already paid). In some cases, developers request a higher initial deposit — particularly for premium units or at pre-launch. The deposit paid at this stage is what is legally 'at risk': if the buyer defaults, this deposit is forfeit. If the developer defaults, they must return double the deposit received.
Yes, and you should. While developers present a standard form contract, key terms are negotiable — particularly the completion longstop date, delay penalties, rescission rights, and specification details. A developer who refuses any negotiation at all is a red flag. Most reputable Costa del Sol developers are accustomed to experienced buyers' lawyers making reasonable amendments.
Changes to the agreed specification require your written consent. Any material change to the specification — substituting a different quality of materials, changing the layout, reducing the terrace size — entitles you to reject the change and, in serious cases, to rescind the contract and claim your deposit back with interest. This is why the specification must be attached to and form part of the private purchase contract.
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