The contract of sale is the document that turns "we agreed on a price" into a legal deal. It sets the price, the deposit, the settlement date and any conditions, and once you and the seller have both signed it, you are bound by what it says. In Victoria, the Section 32 vendor statement is usually attached to it.
This guide explains how a Victorian contract of sale is put together, what each part does, and what to look at before you sign. It is not a checklist that makes a contract safe. It is a map, so you know what you are reading and what to ask.
What is a contract of sale?
It is the written agreement between you and the seller for the purchase of the property. Consumer Affairs Victoria says it covers the property details, the names of the buyer and seller, the agents and legal representatives, the price, the deposit, the balance due at settlement, and any special conditions. It must also say whether the price includes GST and, if it does, how much.
There is no single form that every Victorian contract must use. Most residential contracts you will see follow a similar layout, but the wording, and especially the special conditions, can differ a lot from one property to the next. Two houses at the same price can come with very different contracts.
The parts of a typical contract
Most contracts are long, but they are built from a few parts. Knowing which part you are in helps you read it.
| Part | What it does |
|---|---|
| Particulars of sale | The front pages: who is buying and selling, the property, the price, the deposit, the settlement date, whether the sale is subject to finance, and which goods are included |
| Special conditions | Extra terms written for this sale. They can add to or change the standard terms |
| General conditions | The standard terms that apply unless a special condition changes them, such as what happens if a party is late |
| Section 32 vendor statement | The seller's disclosure about the land, usually attached to the contract |
The Section 32 is a different document with a different job. Our Section 32 guide explains what it contains and what it does not tell you.
The particulars: check every line
The particulars are short, so it is tempting to skim them. Don't. Read each line and check it against what you expect:
- Names. Are the buyers named exactly as they will be on the title? If two people are buying, are both named?
- The property. Does the address and land description match the property you inspected?
- Price and GST. Is the price right, and does the contract say whether GST is included? Consumer Affairs Victoria notes GST usually applies to new homes rather than established ones, unless the seller is registered for GST.
- Deposit. How much, and when is it due? Sometimes part is paid on signing and the rest by a later date.
- Settlement date. Consumer Affairs Victoria says settlement periods are usually 30 to 90 days. Does the date work for your finance and your move?
- Finance. If the contract is subject to finance, is a lender named and is there a date? Consumer Affairs Victoria says you should nominate a lender in the relevant section.
- Goods sold with the property. If you expect the dishwasher or the blinds to stay, they should be listed. If they are not listed when you sign, it may be hard to claim them at settlement.
The deposit
You usually pay a deposit when you sign, either in full or with the balance due by a date in the contract. If an agent is selling, the agent must hold it in trust until settlement or pass it to the seller's lawyer or conveyancer's trust account.
The seller can ask for the deposit to be released before settlement. Under the current rules that can only happen if the contract is unconditional, you agree, and you are satisfied with the seller's information about any debts on the property, and not until 28 days after the contract was signed. From 1 July 2027 this process is being replaced: early release will need to be agreed as a condition written into the contract. If you are asked about early release, talk to your conveyancer before you agree.
Special conditions: where contracts differ most
Special conditions are terms added for this particular sale. They are where the seller's side most often changes the standard position, so they deserve the slowest reading.
Some special conditions help you, such as a finance condition or a condition that the sale depends on a satisfactory building inspection. Others shift costs, risks or deadlines onto you. For example, a hypothetical special condition might say the buyer accepts the property in its current condition, sets a short deadline for something, or adds a charge if settlement is late. None of these are automatically wrong, but you should know they are there and what they mean for you.
For each special condition, ask three plain questions: what does it make me do, by when, and what happens if it goes wrong?
The general conditions
The general conditions are the standard rules of the contract: how settlement works, what happens if someone is late, what each side must do before settlement. They apply unless a special condition changes them, which is why you read the special conditions with the general conditions in mind. If a special condition says it overrides a general condition, ask your conveyancer what that change means in practice.
How signing works
In a private sale you usually make an offer by signing the contract. Consumer Affairs Victoria says verbal offers are not binding; only a written offer can lead to a binding contract. It also suggests writing in a date after which your offer lapses, so you know where you stand.
The sale is made when both you and the seller have signed, and everyone who signs should get a copy. For many private residential sales you then have a cooling-off period of three clear business days, starting from when you sign. If you cool off you get your money back less $100 or 0.2% of the price, whichever is more. Cooling off does not apply at a public auction, or within three clear business days before or after one, and there are other exceptions. Read more in our guide to checking the contract before an auction.
What to do before you sign
Get the full contract and Section 32 as early as you can, read the particulars line by line, mark every special condition you don't understand, and take your questions to a licensed conveyancer or property lawyer. Our step-by-step conveyancing guide shows where this review fits in the wider purchase.
Get a plain-English summary first
AI4Convey reads a Victorian contract of sale and Section 32 and emails you a plain-English report, usually in about five minutes. It lists the dates the contract sets, the clauses that could cost you money and what each special condition does. You can upload both parts as one PDF for free.
A licensed conveyancer or property lawyer from our panel receives the same report and may contact you. The report is general information, not legal advice, and software can miss things. Use it to prepare your questions, then have a professional review the full contract before you sign.
Sources: Consumer Affairs Victoria, Seek expert advice on property, Buying property by private sale and New changes to property sales and underquoting laws. Checked 12 October 2026.
This article is general information only and is not legal advice. AI4Convey is not a law firm or a licensed conveyancer. Always have a licensed conveyancer or lawyer review your full contract before you sign or settle.