Miss a deadline, hand over power.

Timeframes and Extensions

The clock started when you signed. Are you watching it?

You’re moving fast. The contract is moving faster.

You’ve found the warehouse. It stacks up. You’ve signed the contract and now you’re heads-down, chasing the bank, briefing inspectors, reviewing the lease. There’s a lot to coordinate and most of it feels like it’s progressing. Here’s what’s also progressing: every deadline in your contract.

The finance date. The building and pest window. The due diligence period. The settlement date. Each one is running. None of them pause because you’re busy. None of them care that approval is close, or that the report is booked, or that the funds are nearly ready.

Nearly done feels like progress. Deadlines don’t care.

What actually happens when a deadline expires

Most buyers assume that missing a condition deadline makes their contract unconditional. That is not how unmodified REIQ contracts work.

When a condition deadline passes without you satisfying or waiving it, your rights under that condition don’t automatically disappear. What does happen is the seller gains the right to terminate. Before 5:00pm the seller is sitting waiting for you, after 5:00pm they share control and can terminate.

They do not have to negotiate. They do not have to give you more time. They do not have to explain themselves. They can simply end the contract and keep moving. In a seller’s market, some will.

You don’t lose your rights the moment the clock runs out. But the seller gains the right to terminate. In a seller’s market, that is often enough.

Not all contracts work the same way

Before anything else, you need to know what type of contract you have. Unmodified REIQ contracts give the seller a termination right when a deadline expires. That is bad enough. But some commercial contracts contain ‘guillotine’ clauses where if you don’t satisfy a condition or terminate, the condition becomes unconditional automatically. No seller’s decision required. No negotiation. The contract simply flips by its own terms. No deposit protection. No exit.

If you don’t know if your contract contains a guillotine clause, find out today.

Where buyers get caught

The finance period looked fine at signing. Commercial loan approvals involve credit assessment, valuation, and lender requirements which must be satisfied or funding will not be provided at settlement. Valuations for warehouse assets can take weeks, particularly where the lease is complex or comparable sales are limited. If the valuation arrives late, comes in below the purchase price, or triggers further lender conditions, a period that looked adequate suddenly is not. And once the period expires, the seller has the right to terminate regardless of how close approval was.

The finance and due diligence periods are not aligned. If one expires before the other, a finding in one area can affect the other with no time left to act. An environmental issue that changes the lender’s security position is a very different problem if your due diligence period has already closed. You needed that condition but you also don’t want the seller to terminate.

Settlement day arrives before the money does. Lenders need internal sign-off before funds are released. Shortfall contributions need to be cleared funds in trust before settlement. If the timing has not been coordinated properly, you risk being in default the moment settlement does not occur. The contract allows the seller to sue you to complete the contract or terminate and sue you, including for their losses on resale, interest and their legal fees. Standard REIQ commercial contracts do give buyers a five business day extension by right if needed. But that right does not apply itself. It needs to be exercised correctly and in time.

A request or conversation was treated as an extension. A call with the agent. An email requesting an extension. Neither extends a contract deadline. A valid extension requires both parties’ written agreement in a form that meets the contract’s requirements. If the vendor later takes a different view, your request or informal arrangement is not enforceable. The deadline stood. You missed it.

Someone else was assumed to be watching the dates. The broker is watching the finance application. The agent is watching the transaction. Your contract deadlines are your job.

The extension negotiation

If a deadline is approaching and you cannot satisfy the condition in time, you need to request an extension. Here is the problem: the vendor does not have to give you one.

A vendor who wants to complete will usually cooperate. A vendor who has found another buyer, or who likes the leverage their current position gives them, may not. And even cooperative vendors sometimes want something in return: a larger deposit, a shorter timeframe, a restriction on further extensions, a price concession.

How much they can ask for depends entirely on how much the timing has given them. Missing a deadline communicates to the seller you could not perform on time. That changes the conversation, even if it does not end the contract.

With five days to spare, it’s a conversation. When the seller has the right to terminate, it looks like a concession.

Signed. Do these three things straight away.

Map every deadline that day. Finance expiry. Due diligence expiry. Building and pest window. Settlement date. Any notice deadlines buried in special conditions. Put them in a calendar with reminders well in advance, not on the day. Share the timeline with your broker and solicitor so everyone is working from the same list.

Check the periods before you sign, not after. The finance period needs a buffer for valuation delays. The due diligence period needs to be long enough for the investigations this specific asset requires. The settlement date needs to reflect real funding coordination timelines. If the vendor’s proposed periods are too tight, that is a negotiation point while you still have leverage to negotiate.

Move before the deadline, not because of it. If a condition cannot be satisfied in time, raise it with your solicitor early enough to seek an extension before the deadline arrives. If an investigation has found something that justifies negotiation or termination, give your solicitor instructions as early as possible. Informal discussions often do not preserve rights.

How we help

When we act for a warehouse buyer, we build the full contract timeline from the day of signing. We check whether the periods are realistic for the specific asset. We flag tight timeframes before they become surprise problems.

We track every deadline through the conditional period, stay in contact with your broker on finance progress, and support  you so conditions are satisfied or terminated correctly before the relevant windows close. When an extension is needed, we take your instructions and make the request as soon as possible.

An important part of our job is to watch the calendar closely.

The clock does not wait

The warehouse is sorted. The contract is signed. And somewhere in that document is a series of dates that are already running.

To stay in a strong position, get ahead of the curve well before deadlines approach. After they’ve passed, the seller has options that did not exist the day before. The deposit is less protected than it was. The exit that was available may be gone.

If you have recently signed a warehouse contract, or you are about to, and you want to make sure the timeframes are structured and monitored properly, get in touch to book a call.