Before you sign: what to check in a Victorian contract of sale

Most buyers see the contract of sale for the first time at the moment they are asked to sign it. It is a thick document, the agent is waiting, and someone else is said to be interested. That is exactly the wrong time to read it.

A Victorian contract of sale is binding once both parties sign. For a private sale, the Sale of Land Act 1962 gives you three clear business days to cool off, at a cost of $100 or 0.2 per cent of the price, whichever is greater. Buy at auction, or sign in the three business days either side of one, and you have no cooling-off period at all.

So the review has to happen before you sign. This is what we look for.

How the contract is put together

A typical Victorian contract has three parts, with the Section 32 attached.

• Particulars of sale. The front pages: the vendor and purchaser, the land, the price, the deposit, the settlement date, the inclusions, GST, and any loan or other conditions.
• General conditions. The standard terms most contracts share, covering title, requisitions, default, notices, risk and the like.
• Special conditions. Anything added for this sale. This is where the unusual terms live, and where we spend most of our time.

Where a special condition and a general condition conflict, the special condition usually wins. Read it first.

1. Was the Section 32 given before you signed?

Section 32(1) requires the vendor to give you a signed vendor's statement before you sign the contract. If the statement is missing, false or incomplete, section 32K may let you rescind at any time before you accept title. That is a powerful right, but you only find out whether you have it if someone checks the statement against the title and the certificates.

We check the title, the plan of subdivision, rates, planning, owners corporation documents, building permits and any GAIC certificates. Our guide to the Section 32 vendor statement explains each part.

What is changing

The Consumer Legislation Amendment Act 2026 replaces "give before signing" with a duty to make the statement available from the "sale availability time". For a property advertised for auction or a fixed-date sale, that is 14 days before the first auction or fixed date. For other publicly advertised sales it is 14 days after the property is first advertised. Where none of those fit, it is before you sign. Vendors will also have to tell buyers in writing about any change to the statement before they sign.

These changes commence on a day to be proclaimed, and no later than 1 June 2027. Contracts signed in the first 28 days after commencement stay under the current rule.

2. The price, and whether GST is included

The price in the particulars should be the price you agreed. Then check GST. On an established home GST usually does not apply. On a new home, vacant land sold by a developer, or commercial property, it may, and "plus GST" in the price line changes the number by 10 per cent. If GST is relevant, your accountant should see the contract before you sign.

3. The deposit: how much, when, and who holds it

The particulars state the deposit and when it is payable. Consumer Affairs Victoria notes that no law sets the amount, so 10 per cent is a convention you can negotiate.

What the law does fix is where it sits. Section 24 requires a deposit received by a legal practitioner, conveyancer or estate agent to be held as a stakeholder until you are entitled to a transfer, which in a normal sale means settlement.

Look for:

• a deposit bond clause, if you intend to use one instead of cash
• instalments, and what happens if one is late
• early release. Under the current law the vendor can seek release before settlement under section 27. Our guide to section 27 deposit release covers the 28 day deemed consent that catches buyers out, and the law that replaces it.

4. The finance clause

If you need a loan, the contract should be subject to it. A typical loan condition names the lender, the amount and the date by which approval must be obtained. If you cannot get approval by that date despite reasonable efforts, the clause lets you end the contract and recover your deposit.

Without one, you are bound whether or not the bank lends. Check:

• the amount matches what you are borrowing, not the purchase price
• the date gives your lender enough time. Ask your broker how long a valuation and formal approval are actually taking
• the lender is the one you are using, or the clause allows any lender
• how notice is given if finance falls through, and by when.

At auction, or in a dead zone around one, a finance clause is usually not available. Get formal approval before you bid.

5. Building and pest inspection

A contract can be made subject to a satisfactory building and pest inspection. The vendor's agent may resist it, especially on a competitive sale. If you cannot get the condition, inspect before you sign. The Section 32 says nothing about the physical condition of the building, and Consumer Affairs Victoria's due diligence checklist tells buyers to arrange their own inspection.

6. Settlement date and possession

The particulars set the settlement date, often 30, 60 or 90 days. Check it works with your finance approval, the sale of your current home and any rental lease you need to end.

Then check what you are getting at settlement:

• vacant possession, or
• subject to a tenancy, in which case the lease, bond and rent should be disclosed and the adjustments set out.

7. Inclusions and exclusions

Fixtures normally go with the land. Chattels do not, unless the contract says so. If you expect the dishwasher, the split systems, the curtains, the garden shed or the pool equipment, check they are listed. If the vendor plans to take the pendant lights, the contract should say that too.

8. Special conditions to read twice

Some special conditions are routine. Others shift risk onto the buyer. The ones we flag most:

• Penalty interest on late settlement, and the rate
• "Purchaser acknowledges" clauses that try to make you accept defects, non-compliant works or an incorrect Section 32. Section 32N voids any term that tries to exclude or restrict the vendor's disclosure duties, but a clause can still affect other rights
• Sale subject to the vendor buying elsewhere, which can leave you waiting
• Extra costs passed to the buyer, such as the vendor's legal or PEXA fees
• Nomination rights, if you plan to add or substitute a buyer before settlement
• Land tax. Section 10G makes a clause requiring the buyer to pay the vendor's land tax of no effect where the sale price is below a threshold that started at $10 million in 2024 and is indexed each year. In a residential sale, a land tax adjustment clause should not appear at all.

9. Cooling off, and whether you have it

For a private sale, section 31 gives you three clear business days after you sign. You give a signed written notice to the vendor, the vendor's agent, or at an address the Act allows. The vendor may keep $100 or 0.2 per cent of the price, whichever is greater.

You have no cooling-off right if you buy at a publicly advertised auction, or within three clear business days before or after the auction day, or if you are buying through a company. Our post on the Victorian cooling-off period has the full list and a worked example.

10. Who is signing, and in what capacity

The purchaser named in the contract is the person who will be on the title and pay the duty. Changing it later can cost a second round of duty. If you are buying with a partner, a parent or through a company or trust, settle that before you sign. Whether to buy through a company or trust is a question for your accountant or a solicitor, not for us.

What a contract review does not cover

We review the contract and the Section 32 against the title and the certificates, and we tell you what each clause means for you. We do not inspect the building, value the property or give tax or financial advice. If the contract needs to be negotiated in a dispute, or the deal involves a trust, family law orders or an estate, a solicitor is the right person.

Questions we get asked

The agent says the contract is "standard". Do I still need it reviewed?

The general conditions often are standard. The special conditions are not, and neither is the Section 32 attached to it.

Can I sign now and have it reviewed during cooling off?

You can, and on a private sale it is better than nothing. But cooling off costs at least 0.2 per cent of the price, and you only get three business days. A review before you sign costs you nothing in the contract.

How long does a review take?

It depends on the contract and the attachments. Send us the contract and Section 32 as soon as you have them, and tell us your deadline, whether that is an auction date or an agent waiting on a signature. The earlier it arrives, the more time there is to raise questions with the vendor before you commit.

Send it before you sign

Our contract review service is built for the moment before you commit, particularly the week before an auction. It flows straight into a property purchase if you go ahead.

Wise Step Conveyancing is at 105A High Street, Cranbourne, and acts for buyers across Victoria. We are open Monday to Friday, and on weekends by appointment. Ask us for a quote, or get in touch and send the contract through.

This article is general information about Victorian conveyancing and is not legal advice for your particular transaction. Speak to us about your specific circumstances.