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Wholesale Contract for Nigeria

Wholesale Contract Template for Nigeria

A comprehensive wholesale contract template designed for use in Nigeria, compliant with Nigerian commercial law and trade regulations. This document establishes the legal framework for bulk sale arrangements between wholesalers/distributors and their business customers, incorporating essential elements such as supply obligations, pricing structures, delivery terms, and quality standards. The agreement is specifically tailored to meet Nigerian regulatory requirements, including compliance with the Sales of Goods Act, Federal Competition and Consumer Protection Act, and relevant state-specific regulations where applicable.

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What is a Wholesale Contract?

The Wholesale Contract serves as a fundamental legal instrument for establishing and managing bulk trading relationships in Nigeria's commercial sector. This document is essential when parties wish to enter into a formal wholesale trading arrangement, typically involving regular supply of goods in significant quantities. The contract addresses key aspects including pricing mechanisms, delivery schedules, quality standards, and payment terms, while ensuring compliance with Nigerian federal and state commercial laws. It is particularly relevant for businesses engaged in large-scale distribution, manufacturing, and trading operations within Nigeria's diverse economic sectors. The document incorporates necessary provisions to protect both parties' interests while facilitating smooth business operations in accordance with local commercial practices and regulatory requirements.

What sections should be included in a Wholesale Contract?

1. Parties: Identification of the wholesaler and buyer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the wholesale arrangement and brief description of each party's business

3. Definitions: Definitions of key terms used throughout the agreement

4. Supply Obligations: Core obligations of the wholesaler regarding product supply, including minimum quantities and delivery timeframes

5. Ordering Process: Detailed procedures for placing and confirming orders

6. Pricing and Payment Terms: Product pricing structure, payment methods, credit terms, and invoicing procedures

7. Delivery and Risk: Terms regarding delivery, transfer of risk, and acceptance procedures

8. Quality Standards: Product quality requirements and compliance with Nigerian standards

9. Warranties: Warranties regarding product quality, title, and fitness for purpose

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Confidentiality: Protection of confidential information exchanged between parties

12. Dispute Resolution: Procedures for resolving disputes under Nigerian law

13. Governing Law: Specification of Nigerian law as governing law and jurisdiction

What sections are optional to include in a Wholesale Contract?

1. Exclusivity: Used when the buyer is granted exclusive rights in specific territories or market segments

2. Minimum Purchase Requirements: Include when establishing mandatory minimum purchase volumes

3. Marketing and Promotion: Required when parties share marketing responsibilities or restrictions

4. Insurance: Detailed insurance requirements beyond standard coverage

5. Import/Export Provisions: Necessary for international wholesale arrangements

6. Product Training: Include when the wholesaler provides product training or support

7. Returns and Recalls: Detailed procedures for product returns and recall situations

8. Performance Targets: Used when specific sales targets or KPIs are required

9. Anti-corruption Compliance: Detailed compliance requirements for high-value or government-related contracts

10. Force Majeure: Extended force majeure provisions for specific industry risks

What schedules should be included in a Wholesale Contract?

1. Product Schedule: Detailed list of products, specifications, and pricing

2. Territory Schedule: Definition of geographical areas covered by the agreement

3. Quality Standards Schedule: Detailed quality specifications and testing procedures

4. Service Level Agreement: Specific performance metrics and service standards

5. Price List: Detailed pricing structure, discounts, and review mechanisms

6. Delivery Schedule: Detailed delivery timeframes and logistics requirements

7. Key Personnel: List of key contacts and responsible personnel from both parties

8. Technical Specifications: Detailed technical requirements for products

9. Compliance Requirements: Specific regulatory and compliance requirements under Nigerian law

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions








































Clauses









































Relevant Industries

Fast-Moving Consumer Goods (FMCG)

Agricultural Products

Manufacturing

Pharmaceuticals

Electronics and Technology

Automotive Parts

Construction Materials

Textiles and Apparel

Food and Beverage

Industrial Equipment

Chemical Products

Petroleum Products

Healthcare Supplies

Mining and Minerals

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Sales

Distribution

Logistics

Compliance

Finance

Quality Assurance

Business Development

Risk Management

Contract Administration

Relevant Roles

Commercial Director

Procurement Manager

Supply Chain Manager

Contract Manager

Legal Counsel

Business Development Manager

Operations Director

Sales Director

Distribution Manager

Logistics Manager

Compliance Officer

Finance Manager

Quality Assurance Manager

Trade Operations Manager

Regional Sales Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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