What's in a contract of sale? 10 things every Victorian buyer should check

A contract of sale is the document that actually binds you to the purchase. The Section 32 / Vendor Statement gets most of the attention, and for good reason, but the contract is where the deal is done. It sets the price, the settlement date, the conditions, and what happens if something goes wrong.

In Victoria, most residential contracts are based on the standard Law Institute of Victoria and Real Estate Institute of Victoria (LIV/REIV) Contract of Sale of Land. That standard form was updated in September 2025, so if you are looking at an older template or relying on older blog posts, some of the clause numbers and rules will have moved.

Here are ten things worth paying attention to before you sign.

1. The particulars of sale

The first few pages of the contract set out the basics: who the vendor and purchaser are, the property address, the title reference, the price, the deposit, and the settlement date. This sounds obvious, and yet spelling errors in names, a missing middle initial, or a wrong lot and plan number can slow down or complicate settlement.

Check that your full legal name (the one on your driver's licence and other ID documents) matches exactly.

2. The deposit

The standard position is a 10% deposit, paid on signing or within a set number of days. You can negotiate this down. Victorian law does not require a 10% deposit for established homes, and it is common to negotiate a different amount.

If you are buying 'off-the-plan' on an unregistered plan of subdivision, the Sale of Land Act 1962 (Vic) caps the deposit at 10%.

The deposit is held by the estate agent or the vendor's lawyer until settlement. See our post on the Section 32 for more on deposit protection.

3. The settlement date

Settlement in Victoria is typically 30, 60, or 90 days after the contract date. The date needs to line up with your finance approval, your current living arrangements, and, if you are selling another property, that sale's settlement too.

The September 2025 edition of the LIV/REIV contract updated the permitted settlement times. Paper settlements remain between 10am and 4pm, while electronic settlements through PEXA can be scheduled more flexibly within the times the platform allows.

4. The cooling-off period (and when it does not apply)

Section 31 of the Sale of Land Act 1962 (Vic) gives most purchasers of residential or small rural land (under 20 hectares) a three clear business day cooling-off period after signing. If you pull out in that window, the vendor can keep the greater of $100 or 0.2% of the purchase price. On a $950,000 home, that is $1,900.

Cooling off does not apply if:

• You bought at a publicly advertised auction, or on the same day as the auction

• You bought within three clear business days before or after such an auction

• The purchaser is a body corporate (company)

• The land is more than 20 hectares and used primarily for farming

• You have already received independent legal advice from a lawyer (not a conveyancer) before signing, and signed the relevant certificate

For the full picture, see our post on the cooling-off period in Victoria.

5. Special conditions

Special conditions are where most of the risk (and most of the negotiation) lives. They override the general conditions where there is inconsistency. Common ones to watch:

• Subject to finance: protects you if your loan is not approved.

• Subject to building and pest inspection: lets you withdraw if a qualified inspection identifies major defects. Minor defects typically do not trigger a right to withdraw under the updated contract.

• "As is" clauses: limit your ability to claim against the vendor for defects discovered after signing. Treat these carefully.

• Sunset clauses: more common in off-the-plan contracts, these allow either party to terminate if the plan is not registered by a set date.

• Penalty interest: charged if settlement is delayed through your fault. The standard rate is 10%, though special conditions can impose a higher rate.

6. The chattels and fixtures

The contract should list what is included in the sale (dishwashers, light fittings, window treatments, sheds, air conditioners) and what is excluded. Disputes about what the vendor has taken are one of the most common settlement-day fights, and they are entirely avoidable.

If the listing photos showed a specific fixture, put it in the contract as included. Verbal assurances from the agent are extremely difficult to enforce and should not be relied upon.

7. The vendor's warranties

Under the standard contract, the vendor gives a set of warranties about the property: that they have the right to sell, that there are no undisclosed notices or orders, that the property is not subject to government acquisition, and so on. If one of these turns out to be false, you may have grounds to claim for loss or, in some cases, to rescind.

Special conditions sometimes try to water these warranties down. Your lawyer should flag any that do.

8. The Section 32 Vendor Statement

The Section 32 is a separate document, but it is given to you before you sign the contract, and it is part of the same transaction. Section 32 of the Sale of Land Act 1962 (Vic) requires the vendor to disclose title details, encumbrances, easements, covenants, notices, planning and zoning information, outgoings (rates and land tax), services connected to the property, and owners corporation information where it applies.

If the Section 32 is incomplete or materially misleading, you may have the right to rescind. This is why a proper contract review covers both documents together.

9. Owners corporation information (if applicable)

If the property is in an apartment building, townhouse development, or any subdivided title with common property, there will be an owners corporation (previously called a body corporate). The Section 32 should include an owners corporation certificate.

Check the annual fees, any special levies raised or flagged, the state of the maintenance fund, and any ongoing disputes or insurance claims. A building with underfunded reserves and deferred maintenance can mean a special levy landing on you shortly after settlement, sometimes running into tens of thousands of dollars.

10. What happens if something goes wrong

The general conditions set out what happens if one party defaults: notices of default, time frames to remedy, and the vendor's or purchaser's rights to terminate. The September 2025 edition clarified termination rights where a party repudiates the contract.

You do not need to memorise the mechanics, but you do need to know that the contract gives both sides real remedies and that deadlines are strict. If you miss a settlement date without a legitimate reason, you will typically pay penalty interest. If the vendor misses it, you may be entitled to interest and, eventually, to rescind.

Before you sign

A contract of sale is a long document written for lawyers, not for buyers. Most of it is boilerplate. The parts that matter most are the particulars, the special conditions, and anything the vendor has added or removed from the standard form. Those are the parts a review should focus on.

We offer a free same-day contract and Section 32 review for Victorian buyers. If you have a contract in front of you now and want a lawyer's eyes on it before you sign, send it to us for a free review.

This article provides general information about Victorian property law. It is not a substitute for legal advice on your specific situation. If you'd like to discuss your circumstances, get in touch.