The Private Sale Agreement is a fundamental commercial document used in Nigeria when one party wishes to sell and another to purchase goods or assets in a private transaction. It is essential for both business-to-business and private individual transactions, providing a clear framework for the transfer of ownership while ensuring compliance with Nigerian law. This document is particularly important as it helps prevent future disputes by clearly documenting the terms of sale, including price, payment conditions, delivery arrangements, and warranties. The agreement should be drafted in accordance with Nigerian contract law principles, the Sale of Goods Act, and other relevant legislation, and may require stamp duty payment to be legally enforceable. It's commonly used for both one-time sales and recurring business relationships, offering protection to both parties through clear definition of rights and obligations.

1. Parties: Identifies and provides full details of the seller and buyer, including names, addresses, and any registration numbers if companies are involved

2. Background: Provides context for the sale and confirms the seller's ownership of the goods and buyer's interest in purchasing them

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent ambiguity

4. Sale and Purchase: Core section detailing the agreement to sell and purchase, including description of goods and purchase price

5. Payment Terms: Specifies the amount, method, and timing of payment, including any deposits or installments

6. Delivery: Details the delivery arrangements, timing, location, and responsibilities for delivery costs

7. Title and Risk: Specifies when ownership and risk in the goods transfers from seller to buyer

8. Seller's Warranties: Lists the seller's warranties regarding the goods, including ownership, condition, and quality

9. Buyer's Warranties: Contains buyer's warranties regarding authority to enter agreement and ability to pay

10. Condition of Goods: Describes the condition of the goods and any known defects or issues

11. Termination: Sets out circumstances under which the agreement can be terminated

12. Governing Law: Confirms the agreement is governed by Nigerian law

13. Dispute Resolution: Outlines the process for resolving any disputes that may arise

14. Execution: Signature blocks and execution details