Contract of Sale Clauses to Check Before You Sign in NSW

How a NSW contract of sale is put together

Most residential sales use the standard Contract for the sale and purchase of land published by the Law Society of NSW and the Real Estate Institute of NSW. The current version is the 2026 edition, and since 1 June 2026 every residential contract must include the updated statutory cooling-off notice. The contract has four parts:

• the front page, with the parties, price, deposit, completion date and inclusions
• the documents the vendor must attach by law
• the printed standard clauses
• special conditions added by the vendor’s solicitor, and any you negotiate.

Ask for the contract as soon as you’re interested. Only a solicitor or licensed conveyancer can change it: the agent can’t, whatever they tell you.

The front page: price, deposit, completion and inclusions

The documents the vendor must attach

NSW law requires these documents to be attached to the contract before it’s signed:

• A property certificate (title search)
• Drainage diagrams, such as the sewer service diagram
• The planning certificate issued by the local council
• Any easements, profits à prendre, restrictions on use or positive covenants affecting the land
• A notice about smoke alarms and loose-fill asbestos insulation, unless it’s printed in the contract
• For a house with a pool or spa: a certificate of compliance, an occupation certificate with proof of registration, or a certificate of non-compliance

If a required document is missing, you can rescind the contract within 14 days of exchange. Read the planning certificate closely, because it shows the zoning and planning controls that affect what you can do with the land.

Special conditions that protect you

A standard NSW contract isn’t subject to your finance or a satisfactory inspection unless a special condition says so. Your solicitor or conveyancer has to negotiate these with the vendor. Common ones to ask for or check:

• Finance approval. The purchase depends on your loan being formally approved by a set date. Vendors don’t always accept it, so pre-approval plus the cooling-off period is the usual alternative.
• Building and pest. You can end the contract if the reports find major defects or active termites.
• Repairs before settlement. The vendor fixes named items, with evidence, before completion.
• Early release of deposit. The vendor wants to use your deposit before settlement, often for their own purchase. If the sale falls over, getting it back can be harder.
• Late settlement. Vendor special conditions often charge interest or a fee if you’re late to settle. Check the rate, and make sure your loan can be ready in time.

Cooling-off rights and the 66W certificate

For a private sale of residential property you have a 5 business day cooling-off period. It starts when contracts are exchanged and ends at 5pm on the fifth business day after the day of exchange. If you withdraw in writing in that time, you forfeit 0.25% of the price, which comes out of your deposit.

• There’s no cooling-off at auction, or if you exchange on auction day after the property is passed in.
• A 66W certificate waives your cooling-off period. It can also be shortened or extended by written agreement.
• Only the buyer has cooling-off rights. Once contracts are exchanged, the seller is bound.

Use the time for your building and pest inspection and your final loan approval.

Strata, tenancy, tax and other clauses worth a second look

• Strata or community title (clause 23). How levies are adjusted at settlement and which certificates the vendor provides. Order your own strata report as well.
• Tenancies (clause 24). If the property is tenanted, the lease can continue after settlement. Read it if you plan to move in.
• Conditional contract (clause 29). Sets out how any condition you add works, including the date it must be met by.
• Foreign resident capital gains withholding. Since 1 January 2025 the rate is 15% with no minimum price, so your conveyancer needs the vendor’s clearance certificate or part of the price may have to be withheld.
• Anti-money laundering. From 1 July 2026 agents, solicitors and conveyancers have new AML/CTF obligations, so expect more identity checks.

What the agent must tell you

Agents must not hide or misrepresent material facts. NSW law lists facts they must disclose if they know, or ought reasonably to know, about them, including that the property:

• was affected by flooding from a natural weather event or by bushfire in the last 5 years
• is listed on the loose-fill asbestos insulation register
• is subject to significant health or safety risks
• was the scene of a murder or manslaughter in the last 5 years
• was used to make, grow or supply prohibited drugs in the last 2 years
• is part of a building with combustible cladding orders or applications, or other building rectification orders

When you ask for the contract, the agent must also tell you about any earlier building, pest or strata reports they know of.

Before you sign

• Your solicitor or conveyancer has reviewed the whole contract and every attachment
• Your finance is pre-approved, and the lender is comfortable with the property type
• Building, pest and strata reports are done, or booked inside the cooling-off period
• You know the deposit amount, how you’ll pay it and when
• The completion date works with your loan and any sale
• You understand your cooling-off rights, or that you have none

Next, read our guide to home loan pre-approval and how to make an offer on a house in NSW. Estimate the duty on your purchase with our NSW transfer duty calculator, and if it’s your first home, see our first home buyer page.

Frequently asked questions

Can I change a NSW contract of sale?

Yes, by negotiation before exchange. Your solicitor or licensed conveyancer asks the vendor’s legal representative for changes, such as a lower deposit, a different completion date or added special conditions. The real estate agent can’t change any part of the contract. Nothing is binding until both parties sign and contracts are exchanged.

Is a NSW contract of sale subject to finance?

Not automatically. A standard NSW contract doesn’t make the purchase conditional on your loan approval. You either negotiate a finance special condition, which vendors don’t always accept, or rely on pre-approval and the 5 business day cooling-off period. At auction there is no cooling-off, so your finance needs to be ready before you bid.

What is a 66W certificate?

It’s a certificate your solicitor or conveyancer signs to waive your cooling-off period, named after section 66W of the Conveyancing Act. Vendors sometimes ask for one to lock in a sale. Once it’s given you can’t withdraw without risking your deposit, so have your finance, inspections and contract review finished first.

How much deposit do I pay when I exchange?

The deposit is usually 10% of the purchase price, paid on exchange. You can ask for a smaller deposit, but it has to be agreed and written into the contract. If you later withdraw during cooling-off, you forfeit 0.25% of the price, taken from the deposit you paid.

What if a required document is missing from the contract?

NSW law requires documents such as the title search, drainage diagram, planning certificate and any easements or covenants to be attached before the contract is signed. If one is missing, you may rescind the contract within 14 days of exchange. Your solicitor or conveyancer should spot this when reviewing the contract.

Sources

1. NSW Government: Contracts and deposits when buying property in NSW (opens in a new tab)
2. NSW Government: Making an offer on a property (opens in a new tab)
3. NSW Fair Trading: Sales contracts, requirements for property agents (opens in a new tab)
4. NSW Fair Trading: Misrepresentation and material facts (opens in a new tab)
5. Law Society of NSW: Summary of changes in the Contract for the sale and purchase of land 2026 edition (opens in a new tab)