AGREEMENT TO SELL AN INDUSTRIAL PLOT
- PARTIES AND TRANSACTION
This agreement is made on __________ between __________, of __________, and __________, of __________.
The industrial property is __________, identified as __________.
Seller capacity: __________. Possession when signed: __________.
- PRICE AND PAYMENT
The total sale consideration is __________. Earnest/token money is __________, leaving balance consideration of __________.
Payment mode: __________. Payment schedule: __________.
Tax withholding: Buyer will deduct and deposit tax where the applicable income-tax provision requires it.
- TITLE, DOCUMENTS AND DILIGENCE
Seller relies on the following title/allotment/conveyance record: __________.
Diligence position: __________. Objections should be raised by __________.
Encumbrance covenant: __________.
Dues: __________.
- INDUSTRIAL ALLOTMENT/TITLE
Industrial plot: __________. Estate/area: __________. Title status: __________.
Authority transfer: __________.
- USE AND CONSTRUCTION CONDITIONS
Industrial use: __________.
Construction status: __________.
- AUTHORITY DUES AND UTILITIES
Authority dues: __________.
Environmental approvals: __________. Utilities/load: __________.
- COMPLETION CONDITION
Any transfer permission, authority clearance or title-condition compliance selected as a seller obligation must be obtained before the buyer is required to complete, unless the buyer expressly waives it in writing after receiving the relevant record.
- COMPLETION AND CONVEYANCE
The parties will complete the sale and execute/register the required conveyance by __________, subject to the conditions stated in this agreement.
Section 54 of the Transfer of Property Act, 1882 treats a contract for sale as an agreement that a sale will take place on settled terms; the contract does not by itself create an interest in or charge on the property. The final transfer of ownership must occur through the legally required conveyance/registered instrument.
- DEFAULT AND REMEDIES
Buyer default: __________. Seller default: __________.
Any forfeiture or stipulated default amount must be read with section 74 of the Indian Contract Act, 1872: the aggrieved party may recover reasonable compensation not exceeding the amount named or penalty stipulated; the document should not describe a punitive sum as automatically recoverable merely because it is labelled earnest money.
Time treatment: __________.
- ASSIGNMENT, BROKERAGE AND NOTICES
Assignment: __________. Brokerage: __________. Notices: __________.
4A. ALLOTMENT CHAIN
Industrial plots frequently pass through allotment, possession, conveyance/lease and subsequent transfer permissions. The seller should provide the entire authority chain and identify whether title is freehold, leasehold or transferable allotment rights. An internal possession letter or industrial plot number alone should not be treated as a complete title chain.
4B. TRANSFER POLICY
The parties should identify the authority policy/process currently governing transfer, including NOC, transfer fee, unearned increase, change of constitution, shareholding restrictions or substitution forms where applicable to the specific scheme. This agreement does not assume one authority’s policy applies universally. If transfer approval is mandatory, obtaining it should be a clear condition before the buyer is required to release the final balance.
5A. BUILDING-TIME OBLIGATIONS
Industrial allotments can carry a duty to construct within a period, obtain completion or pay extension charges. The seller should disclose the current deadline, extension order, completed construction and any resumption/show-cause proceeding. A buyer taking over an incomplete obligation should know the remaining time and charges. The agreement should allocate arrears attributable to the seller period separately from future compliance after completion.
5B. APPROVED ACTIVITY
The buyer’s intended industrial activity may require authority classification, pollution-control consent, factory registration, fire approval, power load or other permissions. The seller’s present use does not guarantee the buyer’s proposed process can operate. If the intended activity is essential to the purchase, the agreement should identify the exact approval/diligence condition rather than use a broad representation that “all industrial activities are permitted.”
5C. ENVIRONMENTAL HISTORY
Where the site has been used industrially, the seller should disclose known spills, hazardous storage, notices or remediation directions received. The buyer may commission environmental/technical diligence where material. The agreement should not state that the site is contamination-free without evidence. Responsibility for pre-completion statutory notices should be allocated without purporting to override a regulator’s powers.
6A. ELECTRICITY AND SANCTIONED LOAD
Sanctioned industrial electricity load, transformer arrangement, security deposit and pending demand should be verified from current utility records if important. A connected load physically available on site is not necessarily a transferable sanctioned entitlement. Enhancement cost for the buyer’s future machinery should remain the buyer’s responsibility unless the seller expressly agrees otherwise.
6B. WATER, SEWER AND COMMON INFRASTRUCTURE
Water, sewerage, CETP/effluent infrastructure, roads and common facility charges should be disclosed according to the estate/site. The buyer should verify whether any connection, membership or contribution is mandatory for its activity. Outstanding common/authority charges through completion should be dealt with in the completion account.
6C. MACHINERY AND FIXTURES
If existing sheds, cranes, electrical panels, DG sets, compressors or machinery are included, the parties should distinguish fixtures passing with the property from movable assets sold separately. Third-party leased/hypothecated equipment should be excluded unless the financier releases it. A property mortgage release does not automatically release a separate hypothecation over machinery.
7A. LABOUR/OCCUPANT CLEARANCE
Where a running unit is being sold with vacant possession, the seller should identify whether employees, contractors, licensees or another occupier have physical control of any portion. The property sale should not be used to decide employment liabilities, but the seller must be able to deliver the possession promised. A continuing business occupancy should be separately documented if intended to survive completion.
7B. AUTHORITY COMPLETION
At completion the parties should execute the authority transfer/conveyance documents required by the specific title, settle transfer charges as allocated, deliver original allotment/title records and record physical possession. If approval is still pending, the buyer should not be described as having acquired authority-recognised title merely because the private sale price has been paid.
PERSONAL DATA NOTICE
This notice is given under the Digital Personal Data Protection Act, 2023. Personal data in this document is collected only to document and perform the proposed purchase of the industrial plot and verify authority, use and construction conditions, communicate about that purpose, verify expressly supplied transaction information, and retain an evidentiary record.
The record will be held by __________ and may be shown only to the buyer, seller, authorised broker/property consultant, advocate, lender, escrow agent, valuer, registration/revenue authority, promoter/association, tax professional or other person directly involved in the stated transaction and due-diligence process.
If the proposed transaction does not proceed, the personal data will be retained for 90 days from the final cancellation/withdrawal decision and then erased, except for records needed for a live dispute or a named statutory retention duty. If the transaction proceeds, the record will be retained for the transaction period plus 12 months and then erased unless a longer statutory period applies.
A person named in this document may withdraw consent for future consent-based processing, request correction or erasure when the stated purpose has ended, or raise a grievance by writing to __________. The record-holder should acknowledge and respond within 30 days.
Data minimisation: this document does not require full Aadhaar numbers, Aadhaar copies, passwords or bank credentials. Identity and tax documents should be collected only through the dedicated KYC/tax workflow where necessary.
Personal-data instruction: __________.
EXECUTION
Seller: __________
Buyer: __________
Witness 1: __________
Witness 2: __________
Record-holder: __________
Seller contact:
Buyer contact: