Sale of Goods Agreement - Template, Sample Form
✓ Valid in Nigeria
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SALE OF GOODS AGREEMENT
THIS SALE OF GOODS AGREEMENT (hereinafter referred to as the "Agreement") is made and effective this ________.
BETWEEN
________, of the following address:
________
(hereinafter referred to as "the Seller")
AND
________, of the following address:
________
(hereinafter referred to as "the Buyer")
The Seller and Buyer may be individually referred to as the "Party" and collectively referred to as the "Parties".
WHEREAS:
A. The Seller wishes to sell the Good described in this Agreement to the Buyer.
B. The Buyer wishes to buy the Good offered for sale by the Seller.
Now, therefore, in consideration of the promises and covenants hereinafter contained in this Agreement, as well as other valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. CONTRACT OF SALE
a. In pursuance of this Agreement, the Seller agrees to sell and the Buyer agrees to buy the following Good subject to the terms and conditions of this Agreement:
________ (the "Good")
b. The Seller warrants that it possesses good and valid title to the Good and has the capacity to sell the Good.
2. PURCHASE PRICE
The consideration for the sale of the Good shall be ₦________ (________) (the "Purchase Price"). The Purchase Price is exclusive of any applicable taxes.
The Parties agree and acknowledge that the Buyer may be required to pay taxes such as VAT and/or other applicable taxes. The Buyer therefore agrees to pay all applicable taxes in addition to the Purchase Price.
3. PAYMENT OF DEPOSIT
a. The Buyer is required to pay the sum of ₦________ (________) as deposit. The payment will be due on ________.
b. The deposit is not refundable.
c. After the deposit is paid and the Good delivered, the Buyer shall pay the remainder of the Purchase Price.
d. If the deposit remains unpaid on the date or any other extension agreed by the Seller, the Seller reserves the right to rescind this Agreement.
4. PAYMENT TERMS
a. Unless the Parties have agreed otherwise in an executed agreement, the Purchase Price will be due to the Seller upon the receipt of the Good.
b. The above payment shall be made in cash.
c. If the Purchase Price or any part thereof remains unpaid on the due date or any other extension agreed by the Seller, the Seller reserves the right to rescind this Agreement and charge the following default fees:
________
5. TITLE TO THE GOOD
The Seller warrants and represents that it has full title and rights to sell the Good to the Buyer.
Title to the Good shall remain with the Seller until the full Purchase Price has been paid and the Good has been delivered to the Buyer or the Seller delivers a duly executed bill of sale to the Buyer.
6. INSPECTION OF GOOD
The Buyer acknowledges that it has made a full inspection or investigation of the Good and no material defects was discovered.
If the Buyer fails to make claims/complaints of any material defect on the Good, it shall be implied that the Good has been accepted by the Buyer as being delivered in perfect condition and no objections shall be raised thereafter.
7. DELIVERY OF GOOD/SHIPMENT
The Good shall be delivered to the Buyer on an agreed date at the Buyer's address.
Notwithstanding any provisions of this Agreement to the contrary, any date agreed by the Parties for the delivery of the Good shall just be an estimate as the Seller will not be liable for any loss, damages or expenses for failure to deliver the Good on the agreed date.
8 REFUND AND CANCELLATION POLICY
If any material defects is discovered on any part or unit of the Good by the Buyer, it shall be repaired or replaced by the Seller.
9. RISK OF LOSS OR DAMAGE
The Seller assumes the responsibility for the Good, all risk of damage, loss or delay of the Good, until the Good is delivered to the Buyer. Once the Good has been delivered to the Buyer, the Buyer shall bear the risk of loss and damage.
10. DISCLAIMER OF WARRANTY
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, except for warranties that are set out in this Agreement.
The Buyer agrees that it relies solely on the investigations and inspection made by it and has not been induced by any statement made by the Seller or the Seller's agents or representatives about the quality of the Good.
11. FORCE MAJEURE
The Seller shall not be liable for any delivery delay or non-performance caused by labour transportation disputes or shortage, material delays, or delay or non-performance caused by the Seller's suppliers.
If for any reason the Seller fails to perform the terms of this Agreement within a reasonable period, the Seller may terminate this Agreement and provide a complete refund of any sum paid to the Buyer.
12. GOVERNING LAW
This Agreement shall be governed by the laws of the Federal Republic of Nigeria.
13. JURISDICTION
The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this Agreement.
14. ENTIRE AGREEMENT
This Agreement and any other document referred to in this Agreement, constitutes the entire agreement between the Parties and supersede any prior contrary written or oral agreement made between them.
15. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which may constitute a single Agreement between the Parties.
16. AMENDMENT
No amendment, variation or modification of this Agreement shall be valid or binding unless it is made in writing and duly executed by both Parties.
17. 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.
18. 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.
19. NOTICES
20. SEVERABILITY
If any part of this Agreement is held unenforceable or illegal for any reason, the remainder of this Agreement shall continue to be in force and have effect.
21. FURTHER ASSURANCE
The Parties shall execute and deliver all such documents and take all such actions and steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
SIGNED by the within named Seller
__________________
________
In the presence of:
Name:.......................................................................
Address:....................................................................
Occupation:...............................................................
Signature:..................................................................
SIGNED by the within named Buyer
___________________
________
In the presence of:
Name:.......................................................................
Address:....................................................................
Occupation:...............................................................
Signature:..................................................................
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