Unit Purchase Agreement for Nigeria

Unit Purchase Agreement Template for Nigeria

A Unit Purchase Agreement under Nigerian law is a legally binding contract that governs the sale and purchase of specific units, which may include physical products, real estate units, or investment units. The agreement is structured to comply with Nigerian federal and state laws, including the Nigerian Contract Law, Sale of Goods Act, and where applicable, the Investment and Securities Act. It details the terms and conditions of the purchase, including price, payment terms, delivery arrangements, warranties, and the parties' respective rights and obligations. The document incorporates necessary provisions to ensure compliance with Nigerian regulatory requirements, including those related to foreign exchange, taxation, and anti-money laundering regulations where applicable.

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What is a Unit Purchase Agreement?

The Unit Purchase Agreement is a fundamental commercial document used in Nigerian business transactions for the structured purchase of defined units, whether they be physical products, real estate units, or investment instruments. This agreement type is essential when parties need to document a significant purchase transaction that requires detailed terms and conditions, specific warranties, and clear delivery and acceptance procedures. The document must comply with Nigerian federal and state legislation, including contract law, property law, and sector-specific regulations. It's particularly important in scenarios where the transaction value is substantial, involves regulated products or services, or requires specific performance obligations. The agreement typically includes comprehensive provisions for payment terms, transfer of title, risk allocation, and dispute resolution mechanisms, all framed within the context of Nigerian law and commercial practice.

What sections should be included in a Unit Purchase Agreement?

1. Parties: Identifies and provides full details of the seller and purchaser, including registration numbers for companies

2. Background: Sets out the context of the agreement and basic premises underlying the transaction

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core terms of the transaction, including description of units and basic sale obligations

5. Purchase Price: Specifies the price per unit, total purchase price, and currency

6. Payment Terms: Details the payment schedule, method of payment, and any deposit requirements

7. Delivery and Transfer: Specifies how and when the units will be delivered or transferred to the purchaser

8. Representations and Warranties: Key statements of fact and promises by both parties regarding their capacity and the units

9. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes fully effective

10. Title and Risk: Specifies when title passes and who bears risk at different stages

11. Compliance with Laws: Obligations regarding regulatory compliance and necessary approvals

12. Default and Termination: Consequences of breach and circumstances allowing termination

13. Dispute Resolution: Procedures for handling disputes, including jurisdiction and governing law

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

What sections are optional to include in a Unit Purchase Agreement?

1. Foreign Exchange Provisions: Required when transaction involves foreign currency or international parties

2. Tax Provisions: Detailed section needed when specific tax arrangements or implications need to be addressed

3. Financing Arrangements: Include when purchase is subject to obtaining financing or involves installment payments

4. Security Arrangements: Required when collateral or security is being provided for the purchase

5. Insurance: Include when specific insurance requirements are needed for the units

6. Maintenance and Support: Relevant for units requiring ongoing maintenance or technical support

7. Intellectual Property: Include when units involve IP rights or licensing

8. Confidentiality: Detailed confidentiality provisions when sensitive information is involved

9. Force Majeure: Extended provisions when specific force majeure events need to be addressed

10. Anti-corruption Compliance: Detailed provisions when transaction involves high-value units or government contracts

What schedules should be included in a Unit Purchase Agreement?

1. Unit Specification Schedule: Detailed technical specifications of the units being purchased

2. Price Schedule: Breakdown of pricing, including any volume discounts or price adjustment mechanisms

3. Payment Schedule: Detailed payment milestones and amounts if involving installment payments

4. Delivery Schedule: Timing and logistics of unit delivery if involving multiple deliveries

5. Required Documents: List of documents required for completion of the transaction

6. Form of Transfer Documents: Templates of documents required for transferring title

7. Warranty Terms: Detailed warranty terms and conditions if applicable

8. Due Diligence Checklist: List of due diligence items to be completed

9. Regulatory Approvals: List of required regulatory approvals and status

10. Testing and Acceptance Procedures: Procedures for testing and accepting the units if applicable

Authors

Alex Denne

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

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Manufacturing

Technology

Financial Services

Energy

Telecommunications

Consumer Goods

Industrial Products

Agriculture

Mining

Construction

Retail

Investment Services

Healthcare

Relevant Teams

Legal

Finance

Procurement

Sales

Compliance

Risk Management

Operations

Business Development

Project Management

Investment

Property Management

Corporate Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Commercial Director

Procurement Manager

Sales Director

Contract Manager

Legal Counsel

Compliance Officer

Risk Manager

Business Development Manager

Operations Manager

Investment Manager

Property Manager

Project Manager

Financial Controller

Company Secretary

Due Diligence Officer

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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