--- title: "Conditions, Warranties & Representations" url: https://australianproperty.network/apn-codex/series-30000/series-35000/series-35200/series-35240/ date: 2026-08-11 modified: 2026-09-06 lang: en author: "Nicklas Clark" description: "Technical Reference 35240  —  Conditions, Warranties & Representations Contracts & Agreements (35200) 1 Overview Node 35240 examines the taxonomy of contractual terms and pre-contractual statements relevant to an Australian contract..." word_count: 1067 --- # Conditions, Warranties & Representations Technical Reference ### 35240  —  Conditions, Warranties & Representations Contracts & Agreements (35200) 1 #### Overview Node 35240 examines the taxonomy of contractual terms and pre-contractual statements relevant to an Australian contract of sale, and the distinct legal consequences that attach to a condition, a warranty, and a representation. Australian contract law distinguishes terms according to their materiality to the bargain: a condition is a term so central to the contract that its breach entitles the innocent party to terminate the contract and claim damages, while a warranty is a term of lesser materiality whose breach gives rise to a claim for damages but not a right to terminate. A representation, by contrast, is a pre-contractual statement of fact that induces a party to enter the contract but does not itself form a term of the contract, though a false representation may give rise to remedies in misrepresentation or under the Australian Consumer Law. This taxonomy carries material consequences in an Australian property transaction, where standard form contracts incorporate a mixture of statutory conditions implied by legislation and negotiated special conditions, while representations made by a vendor or selling agent during marketing sit outside the contract itself but remain actionable if false or misleading. Correct classification of a term or statement determines the remedy available to an aggrieved party on breach or falsity, and is frequently the central question in a property-related contractual dispute. This node provides technical reference for conveyancers, property lawyers, and transacting parties on the classification of contractual terms and the remedies attaching to their breach, ahead of the dispute resolution and litigation detail addressed in the 35600 series. 2 #### Scope & Boundaries This node addresses the classification of contractual terms in an Australian contract of sale as conditions, warranties, or intermediate terms, the distinction between contractual terms and pre-contractual representations, and the remedies available on breach or falsity. It does not address the process by which such disputes are litigated or resolved through tribunals, addressed in the 35600 series, nor the specific drafting of special conditions, addressed in node 35210. Coverage addresses general contract law principles applicable nationally, supplemented by Australian Consumer Law provisions addressing misleading conduct that apply uniformly across jurisdictions. Scope Note This node describes generally applicable Australian contract law principles governing conditions, warranties, and representations as at the time of writing. It does not constitute legal advice, and parties should obtain advice specific to the facts of a particular transaction or dispute before acting. 3 #### Key Concepts Condition A term of a contract of sale so essential to the bargain that its breach entitles the innocent party to terminate the contract and claim damages, such as a vendor's obligation to provide good title free of undisclosed encumbrances. Warranty A term of a contract of sale of lesser materiality than a condition, whose breach entitles the innocent party to claim damages but not to terminate the contract, such as a vendor's warranty concerning the condition of inclusions. Representation A statement of fact made by a vendor or agent before or at the time of contract that induces a party to enter the contract but does not itself form a term of the contract, remaining actionable in misrepresentation or under the Australian Consumer Law if false. Misleading or Deceptive Conduct Conduct, including a false or misleading representation, prohibited under the Australian Consumer Law in trade or commerce, providing a statutory remedy independent of whether the conduct also constitutes a breach of contract. 4 #### Regulatory & Legal Framework - Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth) — administered by the Australian Competition and Consumer Commission and state fair trading regulators — prohibits misleading or deceptive conduct and false representations in connection with the sale of real property. - Conveyancing Act 1919 (NSW) and equivalent state and territory conveyancing legislation — administered by state Attorneys-General and justice departments — implies certain statutory conditions and warranties into contracts for the sale of land unless expressly excluded. - Property Law Act 1974 (Qld) and equivalent state and territory property law legislation — administered by state departments of justice — codifies aspects of the general law of contract applicable to the classification and enforcement of contractual terms. - Australian Securities and Investments Commission Act 2001 (Cth) to the extent a property transaction involves a financial product or financial service — administered by the Australian Securities and Investments Commission — prohibits misleading or deceptive conduct in that context. 5 #### Practical Application Classification of a term as a condition, warranty, or representation manifests differently according to the drafting of the contract and the statement in question, though the underlying legal consequence in each case turns on materiality to the bargain. | Scenario | Application | Outcome | | -------- | ----------- | ------- | | Vendor is unable to provide title free of an undisclosed easement at settlement | Purchaser's adviser assesses the vendor's obligation to provide good title as a condition of the contract | Purchaser is entitled to terminate the contract and claim damages if the condition is not satisfied | | Included dishwasher is not in working order at settlement, contrary to a contractual warranty | Purchaser's adviser assesses the inclusions warranty as a term of lesser materiality than a condition | Purchaser is entitled to claim damages for the cost of remedy but not to terminate the contract on this ground alone | | Selling agent represents during marketing that a property has development approval for a second dwelling, which proves incorrect | Purchaser's adviser assesses the statement as a pre-contractual representation and considers remedies under the Australian Consumer Law and in misrepresentation | Purchaser may pursue statutory and general law remedies against the vendor or agent independent of the terms of the contract itself | 6 #### Cross-Series References [ 35200 Contracts & Agreements Sub-series root covering the full contract of sale lifecycle from formation to settlement. ](/apn-codex/series-30000/series-35000/series-35200/) [ 35210 Contract of Sale Standard and special conditions negotiated into the contract to which this taxonomy applies. ](/apn-codex/series-30000/series-35000/series-35200/series-35210/) [ 35220 Cooling-Off Rights & Rescission Statutory rescission rights available before this general law taxonomy of breach becomes relevant. ](/apn-codex/series-30000/series-35000/series-35200/series-35220/) [ 35230 Vendor Disclosure & Due Diligence Disclosure and due diligence outcomes that inform whether a term or statement has been breached or was false. ](/apn-codex/series-30000/series-35000/series-35200/series-35230/) Findings are presented on the basis of data and evidence alone. Node Parameters Node ID35240 Series35000 Property Law (Technical) Sub-Series35200 Contracts & Agreements RegisterTechnical Reference Standard JurisdictionAustralia (all states & territories) StatusPublished In This Sub-Series - [35210Contract of Sale](/apn-codex/series-30000/series-35000/series-35200/series-35210/) - [35220Cooling-Off Rights & Rescission](/apn-codex/series-30000/series-35000/series-35200/series-35220/) - [35230Vendor Disclosure & Due Diligence](/apn-codex/series-30000/series-35000/series-35200/series-35230/) - [35240Conditions, Warranties & Representations](/apn-codex/series-30000/series-35000/series-35200/series-35240/) - [35250Conveyancing & Settlement Process](/apn-codex/series-30000/series-35000/series-35200/series-35250/) Related Analytical Nodes - [35200Contracts & Agreements](/apn-codex/series-30000/series-35000/series-35200/) - [35600Dispute Resolution & Litigation](/apn-codex/series-30000/series-35000/series-35600/)