Sale of Goods Agreement - Template, Sample Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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SALE OF GOODS AGREEMENT
THIS SALE OF GOODS AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into on this ________.
BETWEEN
________ (bearing means of identification No. ________), of the following address:
________
(hereinafter referred to as "the Seller", which expression shall where the context so admits include its successors-in-title, personal representatives and permitted assigns)
AND
________ (bearing means of identification No. ________), 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)
The Seller and the Buyer may be individually referred to as a "Party" and collectively referred to as the "Parties".
WHEREAS:
A. The Seller is the lawful owner of, and possesses good and marketable title to, the goods described in this Agreement and wishes to sell same to the Buyer.
B. The Buyer wishes to purchase the said goods from the Seller upon the terms and conditions hereinafter set out.
C. This Agreement is made subject to and in accordance with the Sale of Goods Act and/or the applicable Sale of Goods Law of ________ and other applicable laws of the Federal Republic of Nigeria.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereby covenant and agree as follows:
§1. CONTRACT OF SALE
1.1 In pursuance of this Agreement, the Seller agrees to sell and the Buyer agrees to purchase the following goods, subject to the terms and conditions of this Agreement:
________ (the "Good")
1.2 The quantity of the Good to be supplied under this Agreement is ________.
1.3 The Seller warrants that it is the absolute legal and beneficial owner of the Good, that it possesses good and valid title thereto and has full capacity, right and authority to sell the Good free from any charge, lien, encumbrance or third-party interest.
§2. PURCHASE PRICE
2.1 The consideration for the sale of the Good shall be the sum of ₦________ (________) (the "Purchase Price"). The Purchase Price is exclusive of any applicable taxes.
2.2 The Parties agree and acknowledge that the Buyer may be required to pay taxes, including Value Added Tax (VAT) chargeable under the Value Added Tax Act (Cap. V1, Laws of the Federation of Nigeria 2004, as amended) and/or other applicable taxes and levies. The Buyer therefore agrees to pay all such applicable taxes in addition to the Purchase Price.
§3. PAYMENT OF DEPOSIT
3.1 The Buyer shall pay the sum of ₦________ (________) as a deposit. Such payment shall be due on or before ________.
3.2 The deposit shall not be refundable save as otherwise expressly provided in this Agreement.
3.3 Upon payment of the deposit and delivery of the Good, the Buyer shall pay the balance of the Purchase Price in accordance with §4 below.
3.4 If the deposit remains unpaid on the due date or any extension thereof agreed in writing by the Seller, the Seller reserves the right to rescind this Agreement without further notice.
§4. PAYMENT TERMS
4.1 Unless the Parties have otherwise agreed in writing, the balance of the Purchase Price shall fall due to the Seller upon receipt of the Good by the Buyer.
4.2 Payment shall be made by way of ________ to the following account: ________.
4.3 If the Purchase Price or any part thereof remains unpaid on the due date or any extension thereof agreed in writing by the Seller, the Seller reserves the right to rescind this Agreement and to charge the following default fee(s):
________
§5. TITLE TO THE GOOD
5.1 The Seller warrants and represents that it has full title to and right to sell the Good to the Buyer.
5.2 Notwithstanding delivery, title to and property in the Good shall remain with the Seller until the full Purchase Price has been received by the Seller in cleared funds and the Good has been delivered to the Buyer, or until the Seller delivers a duly executed bill of sale to the Buyer, whichever is the later.
§6. INSPECTION OF GOOD
6.1 The Buyer acknowledges that it has had the opportunity to carry out, or has carried out, a full inspection and investigation of the Good and that no material defect was discovered thereon.
6.2 Where the Buyer fails to notify the Seller in writing of any material defect within ________ of delivery, it shall be deemed that the Good has been accepted by the Buyer as delivered in satisfactory condition, and no objection shall be entertained thereafter, save in respect of latent defects.
§7. DELIVERY OF GOOD / SHIPMENT
7.1 The Good shall be delivered to the Buyer on or before ________ at the following place of delivery: ________.
7.2 Any date agreed by the Parties for delivery of the Good shall be an estimate only, and the Seller shall not be liable for any loss, damage or expense arising from any failure to deliver the Good on the estimated date, save where occasioned by the Seller's wilful default or gross negligence.
§8. REFUND AND CANCELLATION POLICY
8.1 Where any material defect is discovered on any part or unit of the Good by the Buyer within the period stipulated in §6.2, the Seller shall, at its option, repair or replace the affected part or unit at no additional cost to the Buyer.
8.2 Nothing in this Agreement shall operate to exclude or limit any statutory rights of the Buyer that cannot lawfully be excluded under Nigerian law.
§9. RISK OF LOSS OR DAMAGE
The Seller shall bear all risk of damage, loss or delay in respect of the Good until the Good is delivered to the Buyer. Upon delivery of the Good to the Buyer, the risk of loss and damage shall pass to and be borne by the Buyer.
§10. DISCLAIMER OF WARRANTY
10.1 Save for the warranties expressly set out in this Agreement, and to the fullest extent permitted by law, the Good is sold "as is", and the Seller disclaims any and all warranties of quality, whether express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.
10.2 The Buyer agrees that it relies solely upon its own investigation and inspection of the Good and that it has not been induced by any statement or representation made by the Seller or the Seller's agents or representatives as to the quality of the Good.
§11. FORCE MAJEURE
11.2 The Seller shall not be liable for any delay in delivery or non-performance caused by labour or transportation disputes or shortages, material delays, or any delay or non-performance caused by the Seller's suppliers.
11.3 Where, by reason of any such event, the Seller fails to perform its obligations within a reasonable period, the Seller may terminate this Agreement and shall make a complete refund of any sum already paid by the Buyer.
§12. DATA PROTECTION
Each Party shall comply with the provisions of the Nigeria Data Protection Act 2023 and any regulations made thereunder in respect of any personal data processed in connection with this Agreement, and shall process such data only for the purposes of performing its obligations hereunder.
§13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
§14. DISPUTE RESOLUTION AND JURISDICTION
14.1 The Parties shall use their best endeavours to amicably resolve any dispute, controversy or claim arising out of or in connection with this Agreement through good-faith negotiation.
14.2 Where any such dispute is not resolved within ________ of one Party notifying the other in writing, the dispute shall be referred to and finally resolved by the competent courts of the Federal Republic of Nigeria, which shall have exclusive jurisdiction, with the courts sitting at ________ as the venue.
§15. ENTIRE AGREEMENT
This Agreement, together with any other document referred to herein, constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements, representations or understandings between them in respect of its subject matter.
§16. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same Agreement.
§17. AMENDMENT
No amendment, variation or modification of this Agreement shall be valid or binding unless made in writing and duly executed by both Parties.
§18. WAIVER
No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy. No single or partial exercise of any right, power or remedy shall preclude any further exercise of it or the exercise of any other right, power or remedy.
§19. ASSIGNMENT
Neither Party shall assign, transfer or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Party.
§20. NOTICES
§21. SEVERABILITY
If any provision of this Agreement is held to be unenforceable, illegal or invalid for any reason, such provision shall be severed and the remaining provisions of this Agreement shall continue in full force and effect.
§22. FURTHER ASSURANCE
The Parties shall execute and deliver all such further documents and take all such actions and steps as may be necessary or incidental to give full effect to the provisions and intent of this Agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement in the manner hereinafter appearing on the day and year first above written.
SIGNED, SEALED AND DELIVERED by the within named Seller
__________________
________
In the presence of:
Name:....................................................................... ________
Address:.................................................................... ________
Occupation:............................................................... ________
Signature:..................................................................
SIGNED, SEALED AND DELIVERED by the within named Buyer
___________________
________
In the presence of:
Name:....................................................................... ________
Address:.................................................................... ________
Occupation:............................................................... ________
Signature:..................................................................
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