Manufacturing and Supply Contract - Template Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
Create your Manufacturing and Supply Contract - Template Form for use in Nigeria. Answer a few plain-English questions and the document fills in automatically as you go — then download it in Word and PDF, ready to sign or share. This version has been professionally rewritten to comply with local law.
- Answer 44 simple questions — the document fills in as you go
- Live preview: watch your document update in real time
- Download as Word (.docx) and PDF
- Edit your answers and re-download anytime
Fill in the details
0/44Type below — the document on the right updates as you go.
SUPPLY OF GOODS AGREEMENT
THIS SUPPLY OF GOODS AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into this ________ (the "Effective Date").
BETWEEN
________, of the following address:
________
(hereinafter referred to as the "Supplier", which expression shall where the context so admits include its successors-in-title, personal representatives and permitted assigns) of the one part;
AND
________, of the following address:
________
(hereinafter referred to as the "Buyer", which expression shall where the context so admits include its successors-in-title, personal representatives and permitted assigns) of the other part.
The Supplier and the Buyer may individually be referred to as a "Party" and collectively as the "Parties".
WHEREAS:
(A) The Supplier is engaged in the business of manufacturing and supplying goods of the description set out in this Agreement and represents that it possesses the requisite skill, capacity and resources to perform its obligations hereunder.
(B) The Buyer desires to purchase, and the Supplier agrees to manufacture and supply, the Goods described herein upon the terms and subject to the conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:
1. SUPPLY OF GOODS
1.1 The Supplier agrees to manufacture and supply, and the Buyer agrees to purchase, the following goods (the "Goods"):
________
1.2 The Parties agree that the Goods shall conform to the following design and specification (the "Specification"):
________
1.3 The Supplier shall manufacture and supply the Goods in accordance with the Specification, all relevant laws and regulations of the Federal Republic of Nigeria, and the best practices applicable in its industry.
1.4 The Supplier shall use quality materials in the production of the Goods.
2. PRICE
2.1 The total price payable for the Goods shall be the sum of \u20a6________ (________) (the "Purchase Price"). The quantity of the Goods ordered is ________ (________).
2.2 The Purchase Price is exclusive of any applicable taxes.
2.3 The Parties acknowledge that the Buyer may be required to pay value added tax pursuant to the Value Added Tax Act (Cap V1, LFN 2004, as amended) and/or other applicable taxes. The Buyer agrees to pay all such applicable taxes in addition to the Purchase Price. Where the Supplier is registered for VAT, the Supplier shall remit such VAT to the Federal Inland Revenue Service in accordance with applicable law.
2.4 Where any withholding tax is deductible at source under the applicable laws, the Buyer shall deduct same and remit it to the relevant tax authority and provide the Supplier with the applicable withholding tax credit note.
2.5 If the Purchase Price or any part thereof remains unpaid on the due date or any extension agreed in writing by the Supplier, the Supplier reserves the right to rescind this Agreement and shall be entitled to charge a late fee of \u20a6________ (________) for each day until the outstanding sum is paid in full.
3. PAYMENT OF DEPOSIT
3.1 The Buyer shall pay the sum of \u20a6________ (________) as a deposit, which shall become due and payable on ________.
3.2 The deposit shall be refundable in the following circumstances:
________
3.3 Following payment of the deposit and delivery of the Goods, the Buyer shall pay the remaining balance of the Purchase Price.
3.4 If the deposit remains unpaid on the due date or any extension agreed in writing by the Supplier, the Supplier reserves the right to rescind this Agreement.
4. DISCOUNT
4.1 If the Buyer makes payment ________ days before payment is due, the Buyer shall be entitled to a discount of \u20a6________ (________) on the total amount due.
5. PAYMENT TERMS
5.1 Unless the Parties have otherwise agreed in writing, the Purchase Price shall be due to the Supplier upon receipt of the Goods.
5.2 Payment under this Agreement shall be made by the following method:
________
5.3 Where payment is to be made by bank transfer, it shall be made to the following account of the Supplier:
________
6. OWNERSHIP AND TITLE
6.1 The Parties agree that the Buyer shall own all rights, title and interest in the Goods manufactured under this Agreement, and the Supplier shall not design, manufacture, supply or sell the Goods to any third party without obtaining the prior express written consent of the Buyer.
6.2 Title to and risk in the Goods shall pass to the Buyer upon delivery and acceptance of the Goods in accordance with this Agreement, save as otherwise expressly provided herein.
7. MANUFACTURING TOOLS AND EQUIPMENT
7.1 The Supplier shall provide and use its own tools and equipment to design, manufacture and produce the Goods in accordance with the Buyer's Specification.
8. ACCESS TO FACILITY
8.1 The Supplier shall, at reasonable times and upon reasonable notice, grant the Buyer or its authorised agents access to inspect the production of the Goods, for the purpose of ensuring that the Goods are being manufactured in accordance with the required Specification and that production is being handled appropriately.
9. INSPECTION OF GOODS
9.1 Upon delivery, the Buyer shall inspect the Goods and report any complaints within ________ days following delivery of the Goods.
9.2 If the Buyer discovers any defect in the Goods, the Goods shall be returned to the Supplier, who shall cure the defects at its own expense.
9.3 If the Buyer fails to make any claim or complaint of a material defect in the Goods within the period stated in Clause 9.1, the Goods shall be deemed to have been accepted by the Buyer as delivered in good condition, and no objection may be raised thereafter.
10. SHIPPING AND DELIVERY
10.1 The Goods shall be delivered to the Buyer on ________ at the Buyer's address stated herein, or such other place as the Parties may agree in writing.
10.2 The Buyer shall bear the cost of shipping and delivering the Goods, and such payment shall be made to the Supplier at such time and date as the Parties may agree.
10.3 Time shall be of the essence for the delivery of the Goods under this Agreement. If the Supplier fails to deliver the Goods within the time stipulated under this Agreement or agreed by the Parties, the Supplier shall be liable for breach of this Agreement and shall pay the following late fee:
________
10.4 If the Goods become damaged or lost during transit, the following provision shall apply:
________
11. WARRANTIES
11.1 The Supplier warrants that the Goods shall be fit for purpose, shall be manufactured with reasonable care and skill, and in accordance with the Buyer's Specification.
11.2 The Supplier further warrants that the Goods shall conform to the required standards, shall be of uniform and merchantable quality, shall be appropriately packaged, and shall be fit for ordinary purposes.
11.3 If the Goods do not conform to the required Specification or are defective, the Buyer may return the Goods and request repair or replacement. In the case of a material defect, the Buyer shall notify the Supplier of such defects, and the Supplier shall cure the defects at its own expense.
11.4 Save for the warranties expressly stated in this Agreement, the Supplier makes no express or implied warranty or promise in relation to the production and supply of the Goods, to the extent permitted by applicable law.
12. INSURANCE
12.1 The Supplier shall obtain and maintain, throughout the term of this Agreement, an appropriate insurance policy in the sum of \u20a6________ (________) issued by a reputable insurance company duly licensed under the Insurance Act.
13. CONFIDENTIALITY
13.1 Each Party agrees to keep confidential all information, documents, materials and trade secrets disclosed to it by the other Party in connection with this Agreement (the "Confidential Information"), and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party.
13.2 Each Party agrees to use the Confidential Information solely for the purpose of performing its obligations under this Agreement and for no other purpose whatsoever.
13.3 Where a Party processes any personal data in connection with this Agreement, it shall do so in compliance with the Nigeria Data Protection Act 2023 and any applicable regulations made thereunder.
13.4 The obligations of confidentiality under this Clause shall not apply to information which is or becomes publicly available through no fault of the receiving Party, or which is required to be disclosed by law, regulation, or order of a court or competent authority.
13.5 The obligations of confidentiality under this Clause shall survive the termination or expiration of this Agreement.
14. EXCLUSIVITY PROVISIONS
14.1 During the term of this Agreement, the Supplier shall not manufacture, sell, supply or contract the Goods to any party other than the Buyer.
15. TERMINATION
15.1 This Agreement shall commence on the Effective Date and shall terminate on ________ (the "Expiration Date"), unless earlier terminated in accordance with its terms.
15.2 Notwithstanding Clause 15.1, this Agreement may be terminated:
(I) by mutual written agreement of the Parties;
(II) by the Buyer, where the Supplier fails to deliver the Goods to the Buyer;
(III) by the Supplier, where the Buyer fails to pay the Purchase Price for the manufacture and supply of the Goods;
(IV) by the Buyer, where the Goods are defective and the Supplier is unable to cure the defects;
(V) by either Party, where the other Party becomes insolvent, bankrupt, or is wound up or has a receiver, manager or liquidator appointed over its assets.
15.3 A Party wishing to terminate this Agreement for any of the reasons described above, before the Expiration Date, shall do so by issuing a ________ notice to the other Party stating the reason for termination.
15.4 Termination of this Agreement shall not discharge any Party from outstanding obligations and duties, including the payment of all outstanding fees and taxes that have become due as at the date of termination, and all other accrued obligations under this Agreement.
16. RENEWAL OF AGREEMENT
16.1 The Parties may agree to renew this Agreement for a further term. Where the Buyer intends to renew, a written request for renewal shall be delivered to the Supplier, and the Parties may agree to extend the term. The Parties agree that the terms of any renewal may differ materially from this Agreement.
16.2 To renew this Agreement, the following conditions shall apply:
________
17. INDEMNITY
18. FORCE MAJEURE
18.2 The affected Party shall promptly notify the other Party of the force majeure event and shall use reasonable endeavours to mitigate its effects.
18.3 If a force majeure event continues for a continuous period exceeding ________ days, either Party may terminate this Agreement by written notice, and the Supplier shall provide a refund to the Buyer of any sums paid in respect of Goods not yet delivered.
19. NOTICES
19.1 All notices or communications given or made under this Agreement shall be in writing. Any such notice or communication shall be deemed to have been duly given if:
(I) sent by personal delivery, upon delivery at the address of the relevant Party;
(II) sent by courier service, upon receipt of confirmation of delivery;
(III) sent by electronic mail, upon confirmation of successful transmission.
19.2 The addresses for service of notices are as follows:
In the case of the Buyer, to:
________
Address: ________
Email: ________
In the case of the Supplier, to:
________
Address: ________
Email: ________
19.3 Any Party may designate a different address by giving written notice to the other Party.
20. DISPUTE RESOLUTION AND ARBITRATION
20.1 The Parties shall use their best endeavours to negotiate and settle amicably any dispute or difference arising out of or in connection with this Agreement.
20.2 Any dispute which cannot be amicably resolved by the Parties within ________ days shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023, or any statutory re-enactment or modification thereof.
20.3 The arbitral tribunal shall consist of ________ arbitrator(s), who shall be appointed in the following manner:
________
20.4 The seat and venue of the arbitration shall be ________, and the proceedings shall be conducted in the English language. Each Party shall bear its own costs in relation to the arbitration, save where the tribunal makes an award as to costs against a particular Party.
20.5 The decision of the arbitral tribunal shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
21. GOVERNING LAW
21.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
22. ENTIRE AGREEMENT
22.1 This Agreement, together with any document referred to herein, constitutes the entire agreement between the Parties and supersedes any prior written or oral agreement, representation or understanding between them in respect of its subject matter.
23. RELATIONSHIP OF THE PARTIES
23.1 Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, agency or employment relationship between the Parties. The Parties are independent contractors, and neither Party shall have the authority to bind or incur any obligation on behalf of the other.
24. ASSIGNMENT
24.1 Neither Party shall assign or transfer any of its rights, benefits or obligations under this Agreement except with the prior express written consent of the other Party.
25. WAIVER
25.1 Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to the benefit thereof. No delay or failure to exercise any right shall be construed as a waiver of that or any other right.
26. VARIATION
26.1 No variation, supplement, amendment or replacement of this Agreement shall be effective unless made in writing and signed by or on behalf of both Parties.
27. SEVERABILITY
27.1 If any provision of this Agreement is held to be unenforceable or illegal for any reason, the remaining provisions shall continue in full force and effect.
28. FURTHER ASSURANCE
28.1 The Parties shall execute and deliver all such documents and take all such actions as may be necessary or incidental to give full effect to the provisions of this Agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement in the manner below the day and year first above written.
SIGNED by the within named Supplier
__________________
________
In the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ..................................................................
SIGNED by the within named Buyer
___________________
________
In the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ..................................................................
Fields you complete are inserted into the document live. This template is general guidance only — not legal advice.