NWMLS Purchase and Sale Agreement Deadlines: What Silence Waives

Every NWMLS purchase and sale agreement runs on clocks the parties set themselves, and the form fills in a number for any blank left empty: 10 days for inspection, 10 days for feasibility, 5 days to apply for a loan, 21 days before a seller can demand a financing decision. Each ends at 9:00 p.m. on the last day. Miss one and the contingency is gone, and the earnest money can go with it.

This guide is for buyers, sellers, and investors in Tacoma and Pierce County, Eastside King County (Bellevue, Issaquah, Sammamish), Snohomish County, and Kitsap County who want to know how the deadlines are counted, what notice stops each clock, and where the money is at risk.

The short version for buyers and sellers

• Inspection (Form 35) runs 10 days after mutual acceptance unless a different number is written in, and the buyer's silence waives it.

• Feasibility (Form 35F) also runs 10 days by default and is waived unless the buyer gives notice of disapproval in time.

• Financing (Form 22A) requires a loan application within 5 days; 21 days after mutual acceptance the seller may serve notice forcing a waiver or termination 3 days later.

• Periods of 5 days or less skip weekends and holidays; longer periods count every calendar day. Deadlines expire at 9:00 p.m. (Form 21).

• Earnest money forfeiture is capped at 5 percent of the purchase price when it is the seller's sole remedy (RCW 64.04.005).

The NWMLS purchase and sale agreement, step by step

• What the statute and the forms actually say

• How the days are counted

• The three contingencies and their notices

• A worked example: a Puyallup purchase with a late inspection notice

• Where earnest money is lost

• Where the deal is signed

What the statute and the forms actually say

Washington law sets the floor

A sale of real estate must be in writing. RCW 64.04.010 requires every conveyance of real estate to be by deed, and RCW 64.04.020 requires a deed to be written, signed, and acknowledged. The purchase and sale agreement is enforceable only as written; a verbal extension of a deadline is not part of it.

Earnest money forfeiture is capped. RCW 64.04.005 lets a written agreement make forfeiture of the earnest money the seller's sole remedy if the buyer fails without legal excuse to close, and the amount forfeited under that provision cannot exceed 5 percent of the purchase price. A larger figure is not prohibited, but it falls outside the statute and is judged under ordinary contract law.

The NWMLS forms set the clocks

Form 21 is the agreement; the addenda are the contingencies. Form 21 carries the price, the earnest money, the closing date, and the computation-of-time rules. Inspection, feasibility, and financing live in Forms 35, 35F, and 22A and are attached only if checked. A contingency that was never attached does not exist.

Earnest money is due 2 days after mutual acceptance unless a different date is written in Specific Term 7, and Form 21 states that time is of the essence.

How the days are counted

The clock starts the day after the trigger. A period measured from mutual acceptance begins the following day.

Deadlines expire at 9:00 p.m. of the last day. A notice delivered at 9:15 p.m. is late.

Short periods skip weekends and holidays. A period of 5 days or less does not count Saturdays, Sundays, or legal holidays. A longer period counts every calendar day, and if the last day lands on a weekend or holiday it rolls to the next business day. The 3-day reply periods are short periods; the 10-day inspection and feasibility periods are not.

The three contingencies and their notices

Feasibility (Form 35F)

The feasibility contingency Washington buyers attach for land and investment purchases gives the buyer 10 days after mutual acceptance, unless a different number is written in, to verify the property suits the intended use: moratoria, flood zones, impact fees, utility charges. The contingency is conclusively deemed waived unless the buyer gives notice of disapproval before the period ends. Timely disapproval terminates the agreement and the earnest money is refunded. Silence keeps the buyer in the deal.

Inspection (Form 35)

The inspection contingency Washington buyers rely on most runs 10 days after mutual acceptance by default. Before it ends the buyer must give one of four notices: approve and waive, disapprove and terminate, request additional inspections (5 more days by default), or propose repairs. If the buyer proposes repairs, the seller has 3 days to respond and the buyer then has 3 days to accept, counter, or terminate. The form's own warning is blunt: the buyer's inaction during any reply period waives the inspection condition.

Financing contingency (Form 22A)

The buyer must apply for the loan within 5 days after mutual acceptance. The contingency protects the earnest money if the loan is denied, but the seller has a lever: 21 days after mutual acceptance, unless a different number is written in, the seller may serve Form 22AR demanding that the buyer waive the contingency, and may terminate 3 days later if the buyer has not. A buyer who waives and cannot close has no financing escape.

A worked example: a Puyallup purchase with a late inspection notice

A buyer goes mutual on a $650,000 house in Puyallup on a Monday with Form 35 attached and the blank left empty, so the period is 10 days. Day one is Tuesday; the 10th day is the following Thursday, and the deadline is 9:00 p.m.

The inspection turns up a failed roof. The buyer's agent sends a repair request on Form 35R at 9:40 p.m. that Thursday. Under Form 21 the notice is 40 minutes late. The contingency is conclusively deemed waived, the buyer owns the roof problem, and the only way out is another contingency or the seller's agreement.

If the buyer walks anyway, the remedy depends on the box checked in Specific Term 8. If forfeiture is the sole remedy, the most the seller keeps is 5 percent of $650,000, or $32,500 (RCW 64.04.005). If the seller elected broader remedies, actual damages or specific performance are on the table. Forty minutes decided which.

The myth that costs buyers their deposit

Myth: "If the seller never answers my repair request, the contract is off and I get my earnest money back." No. Under Form 35 it is the buyer's silence that waives the inspection condition, not the seller's. If the seller does not respond within 3 days, the buyer's own 3-day reply clock starts from the end of the seller's period, and the buyer must still deliver a notice to terminate. Waiting for the seller runs the buyer's clock.

Where earnest money is lost

A missed notice, not a bad house. Almost every forfeiture starts with a contingency that expired by silence.

The wrong form of notice. The addenda specify how notice is given. A text to the listing agent at 8:55 p.m. may or may not count. A contract review attorney reads that paragraph before the clock matters, not after.

Miscounting a short period. The 3-day reply periods skip weekends and holidays; the 10-day periods do not.

Where the deal is signed

Pierce County. Tacoma, Puyallup, Gig Harbor, and Lakewood.

Eastside King County. Bellevue, Issaquah, and Sammamish, where competitive offers make waived contingencies common.

Snohomish County. Everett, Lynnwood, and Marysville.

Kitsap County. Bremerton, Silverdale, and Port Orchard.

Frequently Asked Questions

How long is the inspection contingency in Washington?

Ten days after mutual acceptance under NWMLS Form 35 unless a different number is written in, counting calendar days and ending at 9:00 p.m. on the last day.

What happens if the buyer misses the inspection deadline?

The inspection contingency is conclusively deemed waived and the buyer stays in the contract without the right to terminate over inspection findings.

Can a seller force a buyer to waive the financing contingency?

Yes. Under Form 22A, 21 days after mutual acceptance by default, the seller may serve Form 22AR and terminate 3 days later if the buyer has not waived.

How much earnest money can a seller keep in Washington?

If forfeiture is the seller's sole remedy, no more than 5 percent of the purchase price under RCW 64.04.005. If the seller elected broader remedies, actual damages or specific performance may be available instead.

Do weekends count in NWMLS deadlines?

For periods of 5 days or less, no: weekends and legal holidays are skipped. For longer periods every calendar day counts, and a weekend deadline rolls to the next business day.

Before you go mutual

The NWMLS purchase and sale agreement is a set of clocks. The forms fill in the numbers you leave blank, the computation-of-time paragraph decides how they run, and silence waives almost every contingency. RCW 64.04.005 caps what a seller keeps, but it does nothing for a buyer who missed a 9:00 p.m. notice.

Before you sign an NWMLS agreement in Tacoma, Pierce County, or the Eastside, Snohomish, or Kitsap markets, have the addenda read. A contract review attorney at ROI Law Firm will calendar the dates, the notice methods, and the remedy election so the only surprises are in the inspection report.