Sale and Purchase Agreements: What You Need to Know Before You Sign

If you’re buying or selling property in New Zealand, the Sale and Purchase Agreement is one of the most important documents you’ll deal with. Once it’s signed and unconditional, it’s legally binding — and fixing mistakes later can be costly or impossible.

Here’s a plain-English guide to what a Sale and Purchase Agreement is, what to watch out for, and why getting legal advice early matters.

What Is a Sale and Purchase Agreement?

A Sale and Purchase Agreement is the contract that sets out the terms of a property transaction. It records what’s being bought or sold, the price, the settlement date, and the conditions that must be met before the deal goes unconditional.

It’s not just a formality. This document controls your rights and obligations from the moment it’s signed.

Key Parts of a Sale and Purchase Agreement

While every agreement is different, most include the following:

Purchase Price and Deposit

The agreement will state the purchase price and how much deposit is payable, when it must be paid, and who holds it.

Settlement Date

This is the date the balance of the purchase price is paid and ownership transfers. Changing settlement dates later isn’t always simple, so it’s important this date works for you.

Conditions

Conditions protect buyers (and sometimes sellers). Common conditions include:

• Finance approval

• LIM report

• Building inspection

• Due diligence

Each condition has a deadline and specific wording. If conditions aren’t met correctly, you may lose the protection you thought you had.

What Does “Unconditional” Mean?

An agreement becomes unconditional when all conditions have been satisfied, waived, or expired. At that point, both parties are locked in.

Once unconditional:

• You generally can’t walk away without serious consequences

• The deposit is usually at risk if you don’t settle

• Legal obligations become very real, very quickly

This is why advice before signing or before going unconditional is critical.

Common Problems We See

Some of the most common issues arise when agreements are signed without legal review:

• Conditions that don’t actually protect the buyer

• Short time-frames that don’t allow proper due diligence

• Settlement dates that don’t work in practice

• Special clauses that create unexpected obligations

• Assumptions about what’s included in the sale

These problems often aren’t obvious until it’s too late.

Why Get a Lawyer to Review Your Agreement?

A property lawyer’s role isn’t to slow things down — it’s to spot issues early and explain them clearly.

We review Sale and Purchase Agreements to:

• Explain what the agreement really means for you

• Identify risks or unusual clauses

• Suggest changes before you’re locked in

• Help you decide whether to proceed, renegotiate, or walk away

Clear advice upfront can save a lot of stress and money later.

Buying or Selling Property?

If you’re thinking about buying or selling property, get legal advice as early as possible, ideally before you sign anything.

We provide straight-talking advice on Sale and Purchase Agreements so you know exactly where you stand and can move forward with confidence.

Get in touch with our property team to discuss your situation.