Conditional vs Unconditional Sale and Purchase Agreements

The difference between a conditional and unconditional sale and purchase agreement in NZ, and what happens when conditions are satisfied.

Proply Team 6 July 2026

Two Very Different Positions

A conditional agreement depends on one or more conditions being satisfied — typically finance, a building report, or a LIM — before the sale can proceed. An unconditional agreement has no such conditions (or they've all been satisfied or waived), meaning both parties are fully committed to completing the sale on settlement day.

an open monthly planner on a wooden deskPhoto by Eric Rothermel on Unsplash

Until every condition is satisfied or waived by the relevant deadline, either party generally can't be forced to proceed. Once the agreement goes unconditional, that flexibility disappears entirely.

Conditional

Sale depends on conditions like finance or a building report being satisfied by set deadlines.

Unconditional

All conditions are met or waived — both parties are now committed to settling.

Once an agreement goes unconditional, you generally cannot withdraw simply because you've changed your mind — cancellation options narrow sharply.

What to Check Before Going Unconditional

This is the point of no return, so confirm these first.

Finance is fully approved

Not just pre-approved — check your bank has confirmed formal approval for this specific property.

Building report is satisfactory

Any issues raised should be resolved or accepted before waiving this condition.

LIM has been reviewed

Check for unconsented work or natural hazard notations before confirming you're satisfied.

Quick Summary

  • Conditional: the sale depends on conditions being satisfied by set deadlines.
  • Unconditional: all conditions are met or waived — both parties are locked in.
  • Check everything carefully before agreeing to go unconditional.

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