The contract for sale of land in NSW runs to dozens of pages. Most buyers skim the first page, sign where the agent points, and trust that it is all standard. A lot of it is. But a handful of clauses can change your rights in ways you would never agree to if you understood them, and they are the ones people skip.
Here are five clauses that cause the most regret, what each one really means, and what to do before you sign.
1. The cooling-off waiver (the 66W certificate)
In NSW, a residential buyer normally gets a cooling-off period after exchange. It gives you a short window to change your mind, with only a small penalty if you pull out.
The catch is that you can sign that right away. A Section 66W certificate, signed by your lawyer or conveyancer, waives the cooling-off period entirely. The moment you exchange, you are fully locked in.
Agents often push for a 66W because it suits the vendor. A waived cooling-off period means the buyer cannot walk away. That is fine if you have done all your checks and your finance is sorted. It is a serious problem if you have not, because there is no safety net left.
What to do: Never sign a 66W certificate without understanding exactly what you are giving up. If your finance, building inspection, or strata report is not finalised, the cooling-off period is protecting you. Do not hand it away to win a deal.
2. “Subject to finance” is not automatic in NSW
This is the one that catches buyers out the hardest.
Many people assume that if their loan falls through, the contract simply ends. That is not how it works in NSW. A standard contract for sale is not automatically subject to finance. Unless that condition is written into the contract as a special condition, you are bound even if the bank later says no.
If you exchange without a finance clause and your loan is then declined, you can lose your deposit and face being sued for the difference if the vendor resells for less. That is a brutal outcome for an assumption.
What to do: If your purchase depends on a loan, your contract needs a clear “subject to finance” special condition with a realistic date. Have it reviewed before exchange, not after.
3. The deposit and early release clause
The deposit is usually held by the agent or in trust until settlement. But some contracts include a clause that lets the deposit be released to the vendor early, before the property is yours.
Sellers like this because it frees up cash, often to use as a deposit on their own next purchase. For the buyer, it carries risk. If the deal later collapses and you are entitled to your deposit back, recovering money that has already been spent is far harder than recovering money still sitting in trust.
What to do: Check whether the contract allows early release of the deposit and decide whether you are comfortable with it. In many cases it is reasonable to refuse, or to limit it.
4. The inclusions and exclusions list
This sounds minor. It is not, and it causes more settlement-day arguments than almost anything else.
The contract lists what stays with the property (inclusions) and what the vendor is taking (exclusions). Buyers assume the dishwasher, the blinds, the light fittings, the heat pump, or the garden shed are part of the deal. Then they arrive after settlement to find bare walls and missing appliances, all perfectly legal because the contract did not list them.
What to do: Read the inclusions list against what you saw at the inspection. If something you expect is not listed, get it added in writing before exchange. After settlement is too late.
5. The special conditions at the back
The front of the contract looks standard. The special conditions, usually near the back, are where the vendor’s lawyer adds terms that shift the balance toward the seller.
These can do real damage. A special condition might limit the vendor’s responsibility for defects, push extra costs onto you, shorten your time to complete, or remove rights you would normally have. Because they are buried and written in legal language, they are the clauses buyers are least likely to read and most likely to regret.
What to do: This is the section that most needs a trained eye. Special conditions are drafted by the other side to favour the other side. Having them reviewed and negotiated before exchange is the single highest-value thing you can do with a contract.
The pattern behind all five
Notice what these clauses have in common. Each one shifts risk from the vendor to the buyer, and each one is easy to miss if you are reading the contract on your own under pressure from an agent who wants a quick exchange.
This is exactly why a contract review before you sign is worth far more than it costs. The point is not to find a reason to walk away. It is to know precisely what you are agreeing to, fix the terms that are unfair, and exchange with confidence. You can see how these contract problems play out later in our guide on why settlements fall over at the last minute.
A contract review on a residential purchase is a small, fixed cost against the price of the property. It is the cheapest insurance you will buy in the whole transaction. Our residential conveyancing service covers exactly this kind of review before you commit.
If you have a contract in front of you and a deadline to exchange, do not sign on trust. Send it to our team for review and we will tell you what each clause actually means before you are locked in.
