Unconditional
The status of a sale and purchase agreement once all conditions have been satisfied or waived, making both parties legally committed to the transaction.
What is a Unconditional?
When a sale and purchase agreement goes unconditional, it means all conditions — such as finance, building inspection, LIM review, or due diligence — have been confirmed or waived. At this point, neither the buyer nor the seller can walk away from the deal without facing serious legal consequences.
Going unconditional is often marked by the buyer's lawyer confirming in writing to the seller's lawyer that all conditions are satisfied. From this point, both parties must proceed to settlement on the agreed date.
Some buyers choose to make unconditional offers from the outset (with no conditions at all) to make their offer more attractive in a competitive market. This is risky — it means you have no contractual right to withdraw if problems are discovered after signing.
Why It Matters for Due Diligence
Going unconditional is the point of no return. Before confirming your conditions are satisfied, make sure you are genuinely satisfied with the property, your finance is approved, and your lawyer has reviewed everything.
If you go unconditional and then try to withdraw, the seller can cancel the agreement, keep your deposit (typically 10% of the purchase price), and sue you for any further losses — such as having to sell the property at a lower price to another buyer.
How to Check
Your lawyer will manage the process of confirming conditions. They will advise you when each condition needs to be confirmed or waived by, and will not go unconditional without your explicit instruction. Keep in close contact with your lawyer as condition dates approach.
Frequently Asked Questions
Should I make an unconditional offer?
Making an unconditional offer is very risky. You lose all protection if problems are found after signing. It may make sense in a highly competitive market if you've already done thorough research, but always get legal advice first.
What happens if I change my mind after going unconditional?
The seller can cancel the agreement, retain your deposit (usually 10% of the purchase price), and claim additional damages if they sell the property for less than your agreed price. It's an expensive decision to reverse.
Related Terms
Conditional Offer
GlossaryAn offer to buy a property that includes one or more conditions that must be met before the buyer is legally committed to the purchase.
Sale and Purchase Agreement
GlossaryThe legally binding contract between buyer and seller that sets out all the terms and conditions for a property transaction in New Zealand.
Due Diligence Clause
GlossaryA condition in the sale and purchase agreement that gives the buyer a set period to investigate the property and withdraw for any reason.
Settlement
GlossaryThe day ownership of a property officially transfers from the seller to the buyer and the purchase price is paid in full.
Deposit
GlossaryAn upfront payment made by the buyer when purchasing a property, typically 20% of the purchase price, held in trust until settlement.
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