Sale and purchase agreement NZ: key clauses, finance and due diligence
A sale and purchase agreement is the legally binding contract between you and the seller, and most NZ sales use the ADLS/REINZ form. For your finance, the clauses that matter most are the finance condition, the due diligence clause, the deposit and the settlement date. There’s no general cooling-off period, so the conditions you write in are your way out. A due diligence clause lets you investigate the property and cancel if you aren’t satisfied. Get your lawyer to read the sale and purchase agreement before you sign.
I’m a mortgage adviser, not a lawyer. This covers the finance side only. Your lawyer advises on the contract itself. The example uses a $755,000 purchase and is illustrative.
Most finance problems I see at the offer stage start with one clause in the contract. The buyer signs, then rings me to ask what the finance condition means. It works better the other way round.
Here’s what the agreement is and which parts touch your loan.
What the sale and purchase agreement is
There’s no single mandatory form, but the ADLS/REINZ Agreement for Sale and Purchase of Real Estate is the one you’ll see most. ADLS is now The Law Association of NZ (TLANZ). The current version is the Eleventh Edition 2022 (4), released on 21 April 2026. Check the footer of the form in front of you to see which edition it is.
A law firm summary of the 2026 changes lists these:
- To cancel under the finance condition, you now give a “reasonable” explanation of the steps you took (it used to be a “satisfactory” explanation of your grounds)
- The vendor must take reasonable steps to help with Overseas Investment Act consent
- New vendor warranties, including garage doors and restricted building work since 13 March 2012
- Compensation claims are no longer limited to one
Your lawyer will confirm how these apply to your deal.
Sale and purchase agreement clauses that touch your finance
| Clause | What it does | What I check |
|---|---|---|
| Finance condition | Lets you cancel if your loan isn’t approved by the date | Is the date long enough for your lender to value the property and approve? |
| LIM and building report | Lets you cancel if the council file or the inspection turns up problems | Do these early. Your lender may care about what they find. |
| Due diligence | An extra condition buyers sometimes add | See my due diligence clause post |
| Deposit | Usually about 10%, due on signing or when the agreement goes unconditional | Where the money comes from, and when |
| Settlement and possession | The day the balance is paid and you get the keys (they can differ for tenanted property) | Does it line up with your loan drawdown? |
| Chattels | Only listed items go with the house | Is everything you’re counting on written down? |
On a $755,000 purchase, a 10% deposit is $75,500. That’s an illustrative figure, but it shows why timing matters. If the deposit is due on signing, the cash needs to be ready before you’ve heard from your lender.
Got an agreement in front of you and a finance date you’re not sure about? Send it to me before you sign and I’ll tell you if the date is realistic for your lender.
Book a free finance check →No cooling-off period on a sale and purchase agreement
For an ordinary NZ property sale, there’s no cooling-off period. Once you sign, you’re bound, and the only exit is a condition you’ve written in. Conditions can be negotiated, and the agreement goes unconditional once they’re all met.
Unit titles are the exception. The seller must give you a disclosure statement before the contract. If it’s missing or inaccurate, you can delay settlement or cancel.
At an auction there are no conditions at all. The sale is unconditional when the hammer falls, and the deposit is due the same day. My post on auction, tender and multi-offer finance covers how to get ready for that.
What I’d do before signing a sale and purchase agreement
- Get a mortgage pre-approval so you know your budget before you make an offer.
- Send the agreement to your lawyer before you sign.
- Set the finance date with your lender’s process in mind, not a guess.
- Check that the deposit timing matches when your money is available.
- Line the settlement date up with your loan and any fixed rate you’re leaving.
Once the offer is accepted, what happens next walks through the steps to settlement.
Common questions
Is there a cooling-off period on a sale and purchase agreement in NZ?
Do I need a lawyer to check the sale and purchase agreement?
What is a finance condition in a sale and purchase agreement?
How much deposit do I pay under a sale and purchase agreement?
Read next
Due diligence clause
The full guide: what to check, and how long to ask for.
Offer accepted: what next?
The steps between a signed agreement and settlement.
Auction and tender finance
How to be ready when there are no conditions.
Talk it through with Yatin. Free, no obligation, and usually one phone call.
Book a free chat →Or call 022 064 7770
This article is general information only and isn’t personalised financial advice. Figures are illustrative and based on the assumptions shown. Mortgage Sense is a trading name of Yatin Kainth, a Financial Adviser (FSP1007497) providing advice under the Mortgage Managers licence (North West Group Holdings Ltd, FSP682791). See the Disclosure Statement.
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