What to check in your NSW contract
In NSW the deal-specific details sit in the Particulars on pages 1 and 3 of the Law Society / REINSW Contract for the sale and purchase of land (2022 edition): the purchaser, vendor and agent, the property, and the price, deposit and settlement date. A few points catch NSW buyers out.
- Agent acknowledgement. NSW contracts typically ask you to confirm you were introduced to the property only by the vendor's agent named on the contract. Getting this wrong can expose you to a second agent's commission and legal costs.
- GST. The price is GST-inclusive unless stated otherwise. For new residential property, GST residential withholding can apply (generally about 1/11th, or 7% under the margin scheme), and the vendor's representative must state in the contract whether it does.
- Foreign resident CGT withholding. For contracts signed from 1 January 2025 the buyer must withhold 15% of the price, with no minimum threshold, and pay it to the ATO at settlement, unless the seller provides a valid ATO clearance certificate. See foreign resident CGT withholding.
How exchange works in NSW: cooling-off or section 66W
NSW is unusual: the contract becomes binding at exchange, and there are two ways it happens.
- Standard exchange with cooling-off. You pay a 0.25% holding deposit and get a 5 business day cooling-off period (expiring 5pm on the 5th business day) to finish building and pest and confirm finance. Rescind in that window and you forfeit the 0.25%. The balance of the 10% deposit is due by the end of cooling-off.
- Unconditional exchange (section 66W). Your solicitor or conveyancer signs a section 66W certificate that waives cooling-off, so the contract is binding and unconditional from the moment of exchange, with the full 10% deposit paid. There is no cooling-off at auction either.
Finance and building and pest are not standard built-in conditions in NSW. If you need them, your solicitor or conveyancer must add them as special conditions before you exchange.
The NSW key dates
- Contract date: when signed counterparts are exchanged.
- Cooling-off expiry: 5pm on the 5th business day after exchange, unless waived by section 66W or at auction.
- Deposit due: 0.25% at exchange, balance of 10% by the end of cooling-off, or full 10% at exchange under section 66W.
- Settlement date: commonly 42 days (6 weeks) from exchange, though 30, 60 or 90 days can be negotiated.
Late settlement can trigger default interest (commonly around 10% p.a.) under the contract; check the rate has not been raised by special conditions.
The settlement date is a target, not a drop-dead deadline. Time isn't "of the essence" under the standard contract, so if one side isn't ready on the day, the other can't simply terminate — they must first serve a Notice to Complete, which makes time of the essence and gives a final window to settle. Fourteen days is generally treated as a reasonable period (it comes from the case law, not the contract, so it can vary). If the buyer still can't settle when it expires, the vendor can terminate, keep the deposit and claim damages.
In NSW, a few more dates are worth diarising: requisitions on title are usually due within 21 days of exchange; transfer duty is payable by the earlier of settlement or 3 months from exchange; and off-the-plan contracts run on their own rules — a 10 business day cooling-off period and statutory sunset-clause protections, so a developer can't rescind under a sunset clause without your consent or a Supreme Court order.
Your solicitor or conveyancer checks the particulars, advises on section 66W, and tracks these dates with you. See also the five things to check on any contract.
