The Supplier Agreement is a fundamental commercial contract used to establish and govern the relationship between organizations for the supply of goods and/or services in Nigeria. This document is essential for businesses operating in Nigeria's diverse economic sectors, from manufacturing to services. The agreement needs to comply with Nigerian commercial law, including the Sale of Goods Act and Federal Competition and Consumer Protection Act 2018, while addressing practical business requirements such as ordering processes, quality standards, and payment terms. It's particularly important for ongoing supply relationships where regular transactions occur and where parties need clear frameworks for their commercial interactions. The document should be tailored to account for specific industry regulations, local business practices, and any international trade considerations if foreign suppliers are involved.
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1. Parties: Identification and details of the supplier and customer, including registration numbers and addresses
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Detailed description of goods/services to be supplied
5. Ordering Process: Procedures for placing and accepting orders
6. Pricing and Payment: Price determination, payment terms, invoicing requirements
7. Delivery and Acceptance: Delivery terms, timelines, and acceptance criteria
8. Quality Requirements: Quality standards, specifications, and quality control procedures
9. Warranties: Warranties relating to goods/services, fitness for purpose, and compliance with laws
10. Term and Termination: Duration of agreement and termination provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. Intellectual Property: IP rights, ownership, and licenses
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Events beyond reasonable control and their consequences
15. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Insurance requirements - include when supply involves significant risks or high-value goods
2. Performance Metrics: KPIs and service levels - include for service-based agreements or complex supply arrangements
3. Environmental Compliance: Environmental standards and requirements - include when supply involves environmental risks
4. Import/Export Controls: Import/export requirements - include for international supply arrangements
5. Data Protection: Data protection and privacy obligations - include when personal data is processed
6. Anti-Corruption: Anti-corruption and compliance provisions - include for high-value contracts or public sector supply
7. Business Continuity: Business continuity and disaster recovery - include for critical supply relationships
8. Staff and Subcontractors: Requirements for supplier personnel - include when services are provided on-site
9. Exit Management: Detailed exit provisions - include for complex or critical supply relationships
1. Schedule 1 - Goods and Services: Detailed specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Detailed service levels and performance metrics
4. Schedule 4 - Key Contacts: Contact details for key personnel on both sides
5. Schedule 5 - Technical Requirements: Detailed technical specifications and requirements
6. Schedule 6 - Locations: Delivery locations and any specific requirements per location
7. Schedule 7 - Form of Purchase Order: Standard form of purchase order to be used
8. Appendix A - Quality Control Procedures: Detailed quality control and testing procedures
9. Appendix B - Reporting Requirements: Templates and requirements for regular reporting
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Oil and Gas
Technology
Agriculture
Construction
Healthcare
Telecommunications
Financial Services
Mining
Fast-Moving Consumer Goods
Automotive
Energy
Pharmaceuticals
Relevant Teams
Legal
Procurement
Supply Chain
Finance
Operations
Quality Assurance
Logistics
Compliance
Risk Management
Commercial
Vendor Management
Relevant Roles
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Chief Financial Officer
Operations Manager
Quality Assurance Manager
Logistics Manager
Compliance Officer
Risk Manager
Vendor Relations Manager
Business Development Manager
Chief Operating Officer
Purchasing Officer
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