A sale and purchase agreement is the contract that turns an offer on a house into a binding deal. Once both sides sign, you owe the price and the seller owes the property on the dates the document names — unless a condition written into it lets one of you out. Everything that matters is on the page: who holds the deposit and when it stops being refundable, which conditions protect you and how many working days each one runs, what the seller promises about the house, and what it costs to be late. Here is the agreement in the order you meet it, with the question to ask of each clause before you sign.
The front page: who, what, how much, by when
The front page carries almost every number that matters: the parties, the property and its title, the price and whether it includes GST, the deposit, the chattels, each condition and its date, the settlement date, and the interest rate for late payment. Read it as a checklist before you read a single printed clause.
Check that the buyer named is the person or entity that will own the property, that the title reference matches the record of title, and that the chattels list holds everything the listing showed: a fixture passes with the land, a chattel only if it is listed. The document's name changes with the map — New Zealand's ADLS/REINZ standard form (the Eleventh Edition 2022 is the version this article calls “the NZ form”), Australia's contract of sale, the US purchase agreement, exchange and completion in England and Wales — but the checklist does not.
The deposit: how much, when, and who holds it
The deposit is your first money in and the seller's security. The agreement sets three things: the amount, the moment it must be paid, and who holds it until settlement. It counts towards the price, comes back in full if a condition fails, and is forfeited, up to a cap, if you default after the agreement goes unconditional.
Ten percent is the usual figure in New Zealand (per the official guide) and Australia; US earnest money is usually a smaller share of the price. A deposit paid on signing is still refundable if a condition fails, but it has left your account while the conditions run. A deposit due when the agreement goes unconditional keeps the money at home until you have decided to proceed.
In New Zealand a deposit paid to the agent cannot leave the agency's trust account for ten working days under section 123 of the Real Estate Agents Act 2008 unless every party signs an authority, and under the NZ form the holder is a stakeholder until the agreement is unconditional and your window to object to the title has passed.
One line sits beside the price: “plus GST (if any)” or “inclusive of GST (if any)”. For a family home the second is the normal box; if either party is GST-registered or the property has been rented, ask your lawyer which box.
The conditions: satisfied, waived or cancelled
A condition is a named event that must happen by a named date for the sale to proceed: finance approved, a satisfactory builder's report, a clean LIM. Each has a beneficiary and a deadline. “Satisfied” means the beneficiary confirmed it in writing; “waived” means they gave it up; “cancelled” means a party ended the agreement because it was not met.
Here is the NZ form's printed clause, paraphrased — elsewhere, who may end the deal when a condition lapses depends on the contract, and under many Australian and US forms only the party the condition protects can:
The party for whose benefit a condition is included must do all things reasonably necessary to fulfil it by the date. Time is of the essence. If a condition is not fulfilled by its date, either party may avoid the agreement by notice at any time before it is fulfilled or waived.
The date is hard: the NZ form runs a working day from 9 am to 5 pm, and anything done after 5 pm counts as done at 9 am the next working day. And you have to try: a buyer who cancels on finance must, if the seller asks, give “a satisfactory explanation” with supporting evidence.
- Finance. The date is typed in, usually as a number of working days from the date of the agreement, and the number is negotiable. A conditional pre-approval is not finance; the bank's written approval with this property as security is.
- LIM. The council's file on a New Zealand property. Under the NZ form you must order it by the fifth working day, and the condition closes on the fifteenth: if you say nothing, the LIM is deemed approved. An objection cannot be “unreasonably or arbitrarily withheld”, so it has to name the particular matters and, where they can be fixed, what you reasonably require done. The seller then has five working days to say whether it is able and willing to comply by settlement; if it says yes, the condition is deemed fulfilled and you are bound, with the fix as a settlement requirement. If it says no or nothing, you have until the tenth working day after your objection to waive it — otherwise the condition fails and either side can avoid the agreement. Councils have up to ten working days to issue a LIM under section 44A of the Local Government Official Information and Meetings Act 1987, so ask for the period to run from receipt.
- Builder's report and due diligence. The printed NZ condition is “satisfactory to the purchaser, on the basis of an objective assessment” by “a suitably-qualified building inspector”, so a cancellation on it can be challenged. A due-diligence further term “in the purchaser's sole discretion” is your call.
- Title. Not a condition but a window. The NZ form gives you ten working days from the agreement date to object to something on the title.
The dates: working days, settlement and “time is of the essence”
Every deadline in the agreement is a specific day, counted in working days, not calendar days. Settlement (closing in the US, completion in England and Wales) is the day the balance is paid and the keys change hands. Under the NZ form, time is of the essence for every condition date, and for settlement once a settlement notice is served.
US contingencies often run in calendar days and Australian contracts count business days as the contract defines them; under the NZ form, the working day excludes weekends, public holidays, the anniversary day of the province the property is in, and 24 December to 5 January, and the count starts the day after the agreement is dated. A worked example, with a ten-working-day finance date and the form's fifteen-day default for the LIM and builder's report, for an offer signed on Monday 5 October 2026:
- Monday 5 October. Both parties sign.
- Monday 19 October, 5 pm. Finance date, ten working days on.
- Tuesday 27 October, 5 pm. LIM and builder's report date. Fifteen working days would land on Monday 26 October, but that is Labour Day, so the count skips a day. Every condition confirmed in writing: unconditional, and the deposit at risk from here.
- Week of 23 November. Pre-settlement inspection. New Zealand's official guide says to inspect at least two working days before settlement.
- Friday 27 November. Settlement as written on the front page. Balance paid, keys released.
Read when the risk of damage passes to you: the NZ form keeps it with the seller until possession; in Queensland the standard contract moves it to the buyer at 5 pm on the first business day after the contract date, while NSW and Victoria keep it with the seller until completion.
Vendor warranties: what the seller promises
Vendor warranties are the seller's promises about the property, given at signing and repeated at settlement. In the NZ form they cover chattels in reasonable working order, no outstanding council notices or requisitions, and the consents and compliance of building work the seller did or permitted. A breach gives you a claim for compensation, not usually a way out.
The building-work warranty has three parts, and only one is qualified: that the required consents were obtained, that the work complied with them to the seller's knowledge, and that a code compliance certificate was issued where one was needed. Sellers should read it as a list of promises they are about to make: the unconsented deck belongs in an exclusion on the further-terms page, not in silence.
Late settlement: interest, notices, forfeited deposits
The default clause says what happens when a party does not pay or settle. For a late buyer: interest on the unpaid money at the front-page rate, a settlement notice, then cancellation and loss of the deposit. For a late seller: interest the other way, the same notice, and a buyer who can cancel or insist on completion.
Find the rate: it is typed on the front page. At twelve percent on an unpaid balance of $900,000 that is about $296 a day.
Only a party who is ready, willing and able to settle can serve a settlement notice. Under the NZ form the notice gives twelve working days, and a seller who cancels after it expires may keep the deposit up to ten percent of the price and claim the loss on a resale.
Further terms: where the surprises live
After the printed clauses comes a free-text page: “further terms of sale” in New Zealand, “special conditions” in Australia, an addendum in the US. On the NZ form the inserted terms prevail over the general terms where they conflict; elsewhere, typed terms usually do. The printed clauses are the same in every agreement. The typed ones are the deal.
Two entries recur:
- “Sold as is, where is”: removes the working-order warranty on chattels and the building's services, and in its stronger form the warranty that the seller's own building work was consented.
- A cash-out clause on a sale-of-your-own-home condition: if another offer arrives, you have a stated number of working days to go unconditional or lose the property.
Your lawyer should read this page before the conditions run out, not after.
What to check before signing, in one table
Every clause turns into a question the document must answer. If the answer is not on the page, it is not in the deal. Put each one to the agreement, then to your lawyer or conveyancer, while the form is still a draft.
| Clause | What to find | The question to ask |
|---|---|---|
| Parties and property | Buyer's name; title reference; possession or tenancy; chattels | “Is every item the listing showed on the chattels list?” |
| Price | The figure; inclusive of or plus GST | “Is the price inclusive of GST?” |
| Deposit | Amount; due date; holder; release trigger | “If a condition fails, is the deposit refunded in full, and by whom?” |
| Finance | Working days; named lender; evidence on cancellation | “How many working days, and does a conditional approval count?” |
| LIM or searches | Deadline; order-by day; the seller's right to fix | “Counted from signing or from receiving the LIM?” |
| Builder's report and due diligence | “Objective assessment” or “sole discretion”; who may inspect | “Can I cancel if not satisfied, or only on reasonable grounds?” |
| Title | The objection window | “What is the last day to object to the title?” |
| Settlement | Fixed or from unconditional; possession; when risk passes | “Fixed date, or days after unconditional?” |
| Late settlement | Interest rate; notice period; forfeit cap | “What does a week late cost, and who can cancel after notice?” |
| Further terms | Every line | “Which line overrides a printed clause in the seller's favour?” |
Putting the questions to the agreement itself
Every question above is a question about one specific document, and yours is a PDF from the agent. Privy Pilot is an iPhone app (iOS 17 or later) that reads a PDF of up to twenty pages entirely on the phone: no upload, no server, no account.
It pulls out the vitals (parties, money, dates, term, notice periods), flags one-sided clauses with the quote and page number, answers questions with page citations, and says when the document does not answer. Every quote is machine-checked against the page text. What you type, and what comes back:
- “What happens to my deposit if finance is declined?” A cited answer from the finance condition and the deposit clause, quoted as written.
- “Which conditions have a deadline, and when is each?” Every condition with its date or working-day period, with page references. Counting working days against public holidays remains your job.
- “Can I cancel on the builder's report if I am not satisfied?” The condition quoted with its page, so you can see “objective assessment” or “sole discretion”.
- “Is the heat pump listed as a chattel?” The chattels list quoted, or a statement that the heat pump is not on it.
- “Draft a reply asking for the finance condition to be extended to 15 working days.” A short reply that quotes the current clause and page, proposes the new date, and is ready to paste into an email.
- “Draft a reply asking that the deposit be payable when the agreement goes unconditional rather than on signing.” The same, for the deposit clause.
The limits are as plain as the features. It is not legal advice and knows nothing of the seller, the market or your bank. It does not fill in the form or contact the other side; the draft goes only where you paste it. An agreement with attached reports can pass twenty pages: read it without the attachments.
Quick answers
What is the difference between conditional and unconditional?
A conditional agreement has at least one condition still open, so if it is not fulfilled by its date the side it protects can bring the agreement to an end and, under the NZ form, take the deposit back in full. Unconditional means every condition has been confirmed or waived: both sides are bound to settle, and the deposit is at risk for a buyer who does not.
Can a buyer pull out of a sale and purchase agreement?
In the ordinary case, only through a door the document leaves open: an unsatisfied condition, the seller's own default, or an agreed cancellation. The general law adds narrow exits — a serious misrepresentation, or the seller repudiating the deal — that need a lawyer before you rely on them. In several Australian states a private-treaty buyer also has a statutory cooling-off period — in NSW it is five business days after exchange, at a cost of 0.25 percent of the price, and it does not apply at auction. A US buyer can terminate within a contingency; a buyer in England and Wales can walk away before exchange and not after it.
Can the seller cancel if I miss a condition date?
Under the NZ form, yes. Past the date, until you confirm or waive the condition, either party may end the agreement by notice. The protection is procedural: confirm in writing before 5 pm on the date, or agree an extension in writing before the date.
What happens if the buyer cannot settle on the settlement date?
Interest starts at the rate on the front page. The seller may serve a settlement notice (twelve working days under the NZ form) and, if that date is missed too, cancel, keep the deposit up to the form's cap and claim any loss on resale.
The agreement is negotiable at exactly one moment: before you sign. And if you'd like a second pair of eyes that answers the questions above from the document, quotes the clause and cites the page — without the agreement ever leaving your phone — Privy Pilot reads it with you. It is free on the App Store, with three days of every Pro feature to try; the FAQ covers how the on-device analysis works.