The Sale & Purchase agreement, explained for sellers

Search “sale and purchase agreement NZ” and nearly everything you’ll find is written for the buyer: which conditions protect them, what to check before they sign. All good advice, except you’re the seller. This walkthrough is for the person whose name goes in as vendor, because in a private sale you’ll meet this document up close, and it rewards knowing your way around it.

Nearly every residential sale in New Zealand, private or agented, is written up on the same standard contract: the ADLS/REINZ Agreement for Sale and Purchase, now in its Eleventh Edition (2022). It records the parties, the price, the deposit, the settlement date, the chattels and any conditions. Once it’s signed and every condition is confirmed, both sides are bound to settle.

In a private sale the agreement doesn’t appear by magic. Your lawyer drafts it, which is exactly what settled.govt.nz recommends. More on that at the end, because it’s the part sellers ask about most.

What is the sale and purchase agreement in NZ?

It’s the contract that turns “someone wants my house” into a sale. The standard form is published jointly by The Law Association (formerly the Auckland District Law Society, which is where “ADLS” comes from) and REINZ, and the current version is the Eleventh Edition 2022. Using the standard form is the norm for a reason: property lawyers on both sides know it line by line, which keeps the legal work focused on your particular deal.

One principle to hold onto from the start: an offer only becomes real when it’s written into this agreement and signed. A figure mentioned across the kitchen bench at an open home is conversation, and you can’t bank conversation. When someone is serious, the number goes on paper and the lawyers get involved.

The front page: parties, price, deposit, settlement date

The front page carries the commercial heart of the deal.

The parties are every registered owner, named exactly as they appear on the title; your lawyer checks this against the record. The price is the headline number, along with how GST is treated. For most family homes GST never bites, but if you’re GST-registered, or the property has been used for a rental business or a farm, raise it with your lawyer before anything is signed.

The deposit is a negotiated amount the buyer pays as commitment. Where it goes matters more than its size: in a private sale it’s paid into a lawyer’s trust account and held there until the agreement goes unconditional, the arrangement settled.govt.nz describes for private sellers. We’ve covered the whole subject in our post on who holds the deposit when there’s no agent.

The settlement date is the day the balance arrives and the keys change hands. You’ll propose it, the buyer will negotiate it, and it needs to be realistic: if your buyer is using a KiwiSaver first-home withdrawal, their solicitor needs ten or more working days to process it (Kāinga Ora; Smith and Partners), so a sprint to settlement can cost you the very buyer you wanted.

Chattels, warranties, and the promises you’re making

Chattels are what stays with the house: floor coverings, blinds, curtains, light fittings, the stove, and anything else you list. The front page has a chattels schedule, and it deserves more attention than most sellers give it. Anything listed is included in the sale. Anything not listed leaves with you. Vague entries cause settlement-week arguments, so “all floor coverings” beats “carpets”, and name the heat pump, the dishwasher and the garden shed if they’re staying.

There’s a warranty attached, and it’s one many sellers don’t know they’re giving: under the standard agreement, chattels must be in reasonable working order at settlement (Citizens Advice Bureau explains the obligation). So don’t list a heat pump that hasn’t worked since 2023. Fix it, remove it from the list, or record its condition in the agreement and let the price carry that information. Your lawyer will get the wording right.

The chattels warranty is one of several vendor warranties in the standard form. By signing, you’re making promises about the property, among them that building work you’ve had done was properly consented where consent was needed, and that you haven’t received notices about the property that you’re keeping to yourself (The First Home Buyers Club’s clause guide summarises them from the buyer’s side). None of this should frighten an honest seller, and it overlaps heavily with your disclosure duties, which we’ve covered separately. The rule of thumb: if a warranty makes you wince, tell your lawyer now rather than explain it to someone else’s lawyer later.

The conditions buyers add

Few buyers sign unconditionally. The standard form provides for the usual conditions on its front page, and in the Eleventh Edition the standard set is finance, a LIM and a building report, with a toxicology report available as an extra (Rainey Collins covers the 2022 changes; The First Home Buyers Club walks through the clauses). Each condition has a date, and each is a doorway the buyer can leave through if things don’t check out. A conditional agreement is a probable sale; it becomes a certain one only when every condition is confirmed.

Finance. The buyer confirms their lending by a set date. A protection for you sits inside this clause: since the form’s tenth edition, a buyer who cancels on finance must, if you ask, produce evidence that their lending was declined (NZ Law Society). That rule closed off the vague “finance fell through” exit.

LIM. The buyer orders a Land Information Memorandum from the council and has a set period to be satisfied with it. Council processing runs about ten working days at the big metros, and we’ve written up what LIMs cost, city by city.

Building report. A property inspector goes through the house on the buyer’s behalf. This clause holds far less terror when you’ve disclosed honestly and dealt with the obvious maintenance before listing; surprises are what turn reports into renegotiations.

As vendor, your job with conditions is management: agree dates that are fair but not baggy, diarise every one of them, and keep your lawyer across any request for an extension before you grant it.

Going unconditional

When the buyer confirms the final condition by its date, the agreement goes unconditional, and this is the sale’s true turning point. Both sides are now bound to settle on the settlement date, and the deposit, held in trust until this moment, is dealt with as the agreement directs (settled.govt.nz’s completing-the-sale guidance). Champagne is permitted. Booking the movers before this day is not.

Who drafts the agreement in a private sale?

Your lawyer, and this is the piece of the private-sale puzzle that surprises people by how ordinary it is. settled.govt.nz tells private sellers to have their lawyer or conveyancer draft the sale and purchase agreement; the buyer then reviews it with their own lawyer, and any changes are negotiated between the two. A straightforward residential sale typically costs $1,500 to $2,500 in conveyancing fees (Leanne Stewart’s 2026 cost-of-selling guide), with trusts, cross-leases and title complications pushing that higher.

If you sell with Celby, a conveyancing lawyer is included in the $8,000 flat fee. You complete a plain-English questionnaire covering your chattels, settlement preferences, warranties and any conditions you want to impose, and your lawyer drafts the agreement from your answers, then finalises it with you. The decisions stay yours. The drafting stays with a professional.

Most sellers meet this document for the first time on the day someone wants their house, which is the worst possible time to start learning it. Read a blank Eleventh Edition early, get the chattels schedule exact, and treat every condition date as a real deadline. The agreement rewards preparation like nothing else in a private sale.

This article is general information, not legal advice — your lawyer advises on your situation.

Celby is not a licensed real estate agent. You’re selling your property privately, and all decisions about your sale are your own.

Sources

1. settled.govt.nz — Understanding the sale and purchase agreement when selling
2. settled.govt.nz — Selling privately
3. settled.govt.nz — Completing the sale
4. The Law Association — legal forms
5. REINZ — Agreement for Sale and Purchase, Eleventh Edition 2022(3)
6. Rainey Collins — changes in the Eleventh Edition
7. NZ Law Society — the finance condition and evidence of decline
8. The First Home Buyers Club — key clauses of the S&P agreement
9. Citizens Advice Bureau — selling a home (chattels warranty)
10. Kāinga Ora — KiwiSaver first-home withdrawal
11. Smith and Partners — KiwiSaver first-home withdrawal Q&A
12. Leanne Stewart — Cost of selling a house in New Zealand, 2026