The Sale-and-Purchase Agreement (SPA/HĐMB): Clauses Foreign Buyers Must Check Before Signing

You can research the project perfectly and still get caught out at the last step — the sale-and-purchase agreement (SPA), known in Vietnamese as the hợp đồng mua bán (HĐMB). It is the binding contract, it is usually written to favour the developer, and it is governed by Vietnamese law and language. This guide lists the clauses a foreign buyer should read carefully before signing, so the contract protects you rather than surprising you. It is not a substitute for a lawyer — in fact, the clearest advice in this whole guide is to have one review the SPA before you sign.

This is general information for 2026, not legal advice. SPA terms vary by developer and project and change over time. Have a licensed Vietnamese lawyer review your specific contract before signing.

Before the clauses: get a lawyer to review it

The developer’s standard SPA is a form drafted to protect the developer, and it is usually in Vietnamese. An independent Vietnamese lawyer will read it against your interests, flag or negotiate weak points, and confirm the eligibility and paperwork. The review fee is trivial next to the purchase price. Treat everything below as what to look for and discuss with your lawyer, not as a do-it-yourself checklist.

Parties, eligibility & legal standing

• The seller’s identity and right to sell — confirm the party signing is the actual developer/owner with authority to transfer the unit.
• Foreign-ownership eligibility — the single most important clause for you: confirmation that the project is within the 30% per-building foreign quota and that you may lawfully be registered on the certificate. See the 30% quota explained. If this is wrong, everything else is moot.
• The specific unit — code, floor, area and project correctly identified.

Price, payments & retention

• Price breakdown — land value, construction value, VAT and the 2% maintenance fund itemised, so you know exactly what you are paying and on what base.
• Payment schedule — for off-plan, payments should be staged against construction progress within the legal caps; check what triggers each instalment. See the off-plan payment schedule.
• The retention — ideally the final portion (commonly around 5%) is held until the pink book is issued. This is your leverage to make the developer complete registration.
• Bank guarantee — for off-plan, check the reference to the bank guarantee that protects your instalments if the developer fails to deliver.

Handover: date, condition & the area clause

• Handover date and delay penalty — the promised date and the remedy or penalty if the developer hands over late. A date with no penalty is weak.
• Handover condition — the exact specification (bare shell, basic finish or furnished), which drives your move-in budget. See bare shell vs finished handover.
• Area basis and the discrepancy clause — whether price is on usable (thông thủy) or built-up area, and what happens if the measured area on handover differs from the contract (a price adjustment or refund within a tolerance). This clause prevents a nasty surprise at handover.

Ownership certificate, warranty & common areas

• Pink-book issuance timing — when the developer commits to obtaining the ownership certificate for you, and what happens if it is delayed. See the pink book guide.
• Construction warranty — the warranty period for the building and unit.
• Common vs private area, and management — how common areas are defined and how the management fee is based, so ongoing costs are clear.

Penalties, default, termination & disputes

• Default and termination — what happens if either side breaches: penalties, your right to exit, and how deposits are treated.
• Dispute resolution — the forum and process if things go wrong.
• Governing language — usually the Vietnamese version governs even with a bilingual copy. Get a certified translation and have your lawyer confirm the versions match, because the Vietnamese text typically prevails.

Put it together with your due diligence

The SPA review sits alongside your checks on the project and seller. Read the contract points above together with the due diligence checklist, the documents checklist, and the overall buying process. The contract is where all that diligence is either locked in — or quietly given away.

Conclusion

The sale-and-purchase agreement is where a good purchase is protected or lost. Before you sign, confirm your foreign-ownership eligibility, understand the payment schedule and keep a retention until the pink book, pin down the handover date and condition and the area-discrepancy clause, and know which language governs. Most importantly, have an independent Vietnamese lawyer review the SPA — it is the cheapest insurance you will buy in the whole transaction.

This article is general information only and not legal advice. Contract terms vary and change. Have a licensed Vietnamese lawyer review your specific SPA before signing.

As a primary-market distributor in Ho Chi Minh City, Happy Land walks foreign buyers through the SPA in English and can connect you with independent legal professionals to review it. Browse current projects or contact our team on Zalo or WhatsApp.