The Sale & Purchase Agreement is the document that actually buys you the house. Everything else (the viewings, the offers, the auction) leads up to it. Once it's signed and the conditions are met, the place is yours to settle. So it's worth understanding what you're signing.
What it is
In New Zealand, most house purchases use the standard ADLS/REINZ Agreement for Sale and Purchase. It's a well-worn form that sets out who's buying, who's selling, the price, the dates, and the conditions. The real estate agent usually prepares it. Your conveyancer's job is to read it before you're committed and tell you what it actually means.
That last point matters. The agent can prepare the contract and explain the mechanics, but they can't give you legal advice on it. That's your conveyancer's role, and it's why you want one lined up before you sign.
Conditional vs unconditional: the big one
This is the concept everything hinges on.
- Conditional means your offer depends on certain things being sorted first, your safety net. If a condition isn't met, you can walk away (or renegotiate) without losing your deposit.
- Unconditional means all the conditions are satisfied and you're legally locked in. From this point, pulling out has serious consequences.
Most first-home buyers make a conditional offer, work through the conditions during the conditional period, then confirm the contract goes unconditional once everything checks out. Going unconditional is the moment the house is really happening.
The conditions worth including
Conditions are how you protect yourself. The common ones a conveyancer will talk you through:
- Finance. Your offer is subject to your bank confirming the loan. Almost always essential for a first-home buyer.
- LIM report. Subject to a satisfactory council LIM, so you can check for unconsented work and hazards. See our LIM guide.
- Builder's report. Subject to a satisfactory building inspection.
- Due diligence. A broader catch-all that lets you investigate the property and pull out if you're not happy.
- Title approval. Subject to your conveyancer approving the title, useful for cross-lease or unit-title properties.
Each condition has a date it needs to be met by. Miss it, and you either have to confirm anyway, ask for an extension, or the deal can fall over. Your conveyancer tracks these dates so you don't blow one by accident.
Auctions are different
One thing to know: buying at auction is unconditional by default. There's no finance condition, no LIM condition, no cooling off. If you win, you're committed on the spot and the deposit is due.
That means all your homework (finance confirmed, LIM read, builder's report done, conveyancer's review) has to happen before auction day. It's the opposite order to a normal offer, and it's where first-home buyers get caught out. If you're bidding at auction, talk to your conveyancer well ahead of time.
When am I actually locked in?
- At a normal sale: when the agreement goes unconditional.
- At auction: the moment the hammer falls.
After that, failing to settle is expensive. The seller can charge penalty interest, and in a worst case cancel the contract and keep your deposit. This isn't meant to scare you, it's just why the contract is the part you don't sign without advice.
The deposit
The deposit is usually 10% of the purchase price, paid into the real estate agent's trust account when you go unconditional. It's held there for 10 working days, then released to the seller. Cheques aren't accepted anymore, so it's a bank transfer.
How Kemba handles it
Send us the agreement before you sign. We read it, explain the conditions in plain English, and tell you what to push back on. Then we track every condition date for you on your dashboard, so going unconditional is a decision you make on purpose, with all the facts, not a deadline that sneaks up on you.
Frequently asked questions
What is a Sale and Purchase Agreement?
It's the legal contract for buying a property in New Zealand, usually the standard ADLS/REINZ form. It sets out the price, the parties, the settlement date and any conditions. Once signed and unconditional, it's binding.
What's the difference between conditional and unconditional?
A conditional agreement depends on conditions being met (like finance or a satisfactory LIM), and you can usually walk away if they aren't. An unconditional agreement has no outstanding conditions, so you're legally committed to settle.
Can I pull out of an unconditional agreement?
Not without serious cost. Failing to settle an unconditional agreement can mean penalty interest, losing your deposit, and being sued for the seller's losses. Get your conveyancer's advice before going unconditional, not after.
Is buying at auction conditional?
No. Auction purchases are unconditional. If you win, you're committed immediately with no finance or LIM condition, so all your checks need to be done before auction day.
How much deposit do I need?
Typically 10% of the purchase price, paid into the agent's trust account when the agreement becomes unconditional. The exact figure is negotiable and set out in the agreement.
Should a lawyer check my agreement before I sign?
Yes. Having your conveyancer or lawyer review the Sale & Purchase Agreement before you sign is one of the most valuable steps in the whole process. The agent can't give you legal advice on it.