Sale of Goods Agreement

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

No Party shall be liable for any failure to fulfill or perform any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by circumstances beyond a Party's control including but not limited to war, hostilities, or invasion; rebellion, terrorism, revolution, insurrection, military or usurped power; riot, civil disorder or other acts which may reasonably affect the ability of the Party to fulfill its obligations under this Agreement.

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.

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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:..................................................................