How to read a contract of sale in Victoria

The contract of sale is the legally binding agreement that commits you to buying a property. Where the Section 32 discloses facts about the property, the contract sets out the terms of the deal itself, and once you sign, you're bound. For how the two documents relate, see our Section 32 guide and our post on Section 32 vs contract of sale.

The structure

Victorian residential contracts follow a standard form from the Law Institute and Real Estate Institute of Victoria. It has general conditions (boilerplate that applies to every sale) and special conditions (the deal-specific terms). The parts most relevant to you are the particulars of sale and the special conditions.

Particulars of sale

The first page carries the key facts: vendor and purchaser details, the property description and folio identifier, the price, the deposit and when it's due, the settlement date, whether GST applies (usually not for residential), and the cooling-off position. Check every field before signing. An error in the price, the folio identifier, or a name is not a clerical trifle; it can take time and legal fees to unwind.

Two of those fields carry the most weight:

• Settlement date. When you pay the balance and get the keys, typically 30 to 60 days from signing. Confirm it gives you time to arrange finance; if you need 60 days and the vendor wrote 30, resolve it before signing.
• Deposit. Usually 10%, though 5% is common and negotiable in private treaty. It's held in the agent's trust account until settlement, though the vendor can sometimes access it earlier under a Section 27 deposit release.

General versus special conditions

General conditions are the standard framework: how risk passes to you (usually at contract), what happens if the property is damaged before settlement, the pre-settlement inspection, how rates are adjusted, and what default means. You rarely change these; read them to know your rights.

Special conditions are where the deal-specific terms, the negotiating room, and most of the risk live, and where they conflict with a general condition, they prevail. Common ones: a finance clause, a building and pest inspection clause, subject to sale of another property, a lease-back, and specific inclusions or exclusions. Read every one in full. Our guide to contract red flags covers the ones that most often catch buyers out.

The finance clause

If you're borrowing, this is one of the contract's most important protections. It sets a loan amount, a date by which approval must come, what counts as approved finance, and your right to rescind and recover the deposit if it doesn't. It only protects you while approval is still pending, not if you already hold unconditional approval. Confirm with your broker how long approval takes and build in a buffer; our pre-approval guide explains the process.

Cooling-off and inclusions

Private treaty buyers get a three-business-day cooling-off period from signing, exited by forfeiting 0.2% of the price (or $100, whichever is greater). There's none at auction, and it can be waived in writing where due diligence is already done.

For inclusions, anything fixed is generally included and anything freestanding generally isn't, but the line blurs: floor coverings, light fittings, built-in wardrobes, and attached appliances usually stay; fridges, washing machines, and furniture usually don't; curtains depend on whether the rails are fixed. If you want something specific, get it in writing, not on the agent's word. Separately, the general conditions give you a pre-settlement inspection shortly before settlement to confirm the condition and inclusions.

Changing it, and what default means

In private treaty you can request changes before signing: a longer settlement, a smaller deposit, a stronger finance clause, an inspection clause, or removing an unfavourable term. The vendor can agree or refuse. At auction the terms are fixed and the winning bidder signs as-is. Either way, never sign without your conveyancer reviewing it, even when the agent calls it "standard", because the special conditions are whatever the vendor's lawyer put in.

If you default without a valid legal reason, the vendor can terminate, keep the deposit, and pursue damages if they resell for less. If the vendor defaults, you can seek specific performance or damages. Either is serious, and the consequences sit in the general conditions, which is reason enough to read them before you sign.

Sources

• Consumer Affairs Victoria: Buying property by private sale: the regulator's guidance on offers, deposits, the contract, and the three-business-day cooling-off period.
• Sale of Land Act 1962 (Vic): the law governing the sale of land in Victoria, including cooling-off and deposit provisions.

Sources verified 25 July 2026.