AI agents for business finance: what they can and can't do
What AI agents can do in bookkeeping, close, collections and compliance today, where a person must stay in charge, and how to judge a product.
The short answer
A supplier agreement fixes what is supplied, at what price, how and when it is delivered, how the buyer inspects and rejects goods, and when payment is due. In Nigeria the Sale of Goods Act 1893 (or a state law such as Lagos's Sale of Goods Law) already implies terms on merchantable quality and fitness for purpose, but a written contract settles the practical points those laws leave open, especially price changes when costs move.
Why put supply terms in writing
Most Nigerian supply relationships run on WhatsApp messages and trust. That works until the supplier raises prices on goods you already ordered, delivers short, or sends a batch you cannot sell. A two- or three-page agreement does not replace trust; it records the answers to the questions that cause most fights before anyone is angry.
You are not starting from nothing. According to a Germany Trade & Invest summary of Nigerian warranty law (November 2023), the English Sale of Goods Act 1893 applies in Nigeria, with some states such as Lagos having their own Sale of Goods Law. Buyers have statutory rights where goods are not of merchantable quality or are unfit for a purpose the buyer made known; breach of a condition allows the buyer to reject and claim damages, while breach of a warranty gives damages only; and where too much, too little or the wrong goods are delivered, the buyer may reject the delivery. The same summary notes a six-year limitation period for contract claims in most states, including Lagos.
The template
- Title and parties
- SUPPLY AGREEMENT between [Supplier name, RC/BN, address, Tax ID] ("Supplier") and [Buyer name, RC/BN, address] ("Buyer"), dated [date].
- 1. Goods
- The Supplier will supply the goods listed in Schedule 1 (description, brand or grade, pack size, minimum shelf life on delivery where relevant).
- 2. Orders
- The Buyer places orders in writing (email or WhatsApp to the numbers in Schedule 3). An order is binding once the Supplier confirms it in writing, with price and delivery date.
- 3. Delivery
- Delivery to [address] between [hours] on the confirmed date. Risk passes to the Buyer when the Buyer signs the delivery note. The Supplier will tell the Buyer in writing as soon as it knows a delivery will be late, with a new date.
- 4. Inspection and rejection
- The Buyer will check quantity at delivery and quality within [2] working days. The Buyer may reject goods that are short, wrong, damaged, expired or below the Schedule 1 specification by written notice with photographs within that period. The Supplier will collect rejected goods at its own cost within [5] working days and, at the Buyer's choice, replace them or issue a credit note.
- 5. Price
- Prices are as in Schedule 2 and are fixed for [60] days from signature. Confirmed orders are supplied at the price confirmed.
- 6. Price review
- If the Supplier's costs change materially (for example, exchange rate, fuel or input prices), the Supplier may propose a new price by written notice at least [14] days before it applies, with a short explanation. The Buyer may accept, negotiate or end this agreement by written notice without penalty. Orders confirmed before the new price applies keep the old price.
- 7. Payment and credit
- The Supplier invoices on delivery. Invoices show the details required for tax purposes. The Buyer pays by bank transfer to the account in Schedule 3 within [30] days of a correct invoice, up to a credit limit of ₦[amount] outstanding at any time. The Buyer may deduct withholding tax where the law requires and will give the Supplier the receipt.
- 8. Change of bank details
- The Supplier will never change its bank account by email or message alone. Any change must be on a signed letter and confirmed by a phone call between named contacts in Schedule 3.
- 9. Term and ending
- This agreement runs for [12] months and renews unless either party gives [30] days' written notice. Either party may end it at once by written notice if the other commits a serious breach not remedied within [14] days of written notice.
- 10. Disputes
- The parties will first try to settle disputes by a meeting of senior people within [14] days. The law of [state] applies.
- Schedules
- 1: Goods and specifications. 2: Price list and validity. 3: Contacts, phone numbers and bank account.
The clauses that matter most, explained
Price review when costs move
Clause 6 is the one Nigerian buyers most often wish they had. Without it, a supplier facing a naira move or a diesel price change simply raises prices on the next invoice, sometimes on goods already ordered. The clause does not stop increases. It makes them visible in advance, protects orders already confirmed and gives you a clean exit if the new price does not work for you.
Rejection with a clock
Clause 4 sets short, clear deadlines on both sides. A buyer who keeps goods for weeks before complaining weakens their position; a supplier who never collects rejected stock ties up your shelf space. Photographs and the signed delivery note are your evidence. Our delivery note template pairs with this clause.
Tax lines on the invoice
Under section 153 of the Nigeria Tax Act 2025, as summarised by Mondaq (May 2026), a VAT invoice must show the supplier's Tax ID, registration number, invoice number, name and address, date of supply, purchaser's name, gross amount, and VAT charged and rate. On withholding tax, the 2024 Withholding Tax Regulations as summarised by Udo Udoma & Belo-Osagie set 2% on supply of goods by resident non-manufacturers, with small companies relieved from deducting in some low-value cases; confirm the current position with the Nigeria Revenue Service before you rely on it, as the 2025 tax laws changed the framework.
Worked example: a price review in practice
Example only. An Abuja eatery buys 40 bags of rice a month at ₦78,000 a bag under a fixed 60-day price. On day 45, the supplier gives 14 days' notice of a new price of ₦86,000. The eatery has 30 bags confirmed for day 50: those stay at ₦78,000, a saving of 30 × ₦8,000 = ₦240,000 against the new price. It then has two weeks to compare other suppliers before the new price applies.
Where Pryme fits
Pryme Business Accounts can pay suppliers through bulk payouts and generate a verifiable receipt through our partner VerifyDoc.ai, which helps end "we didn't receive it" arguments. For fraud on changed bank details, read how to stop supplier payment fraud, and onboard new suppliers with our vendor registration form.
Questions people ask
Is a WhatsApp agreement with a supplier valid in Nigeria?
A contract can be formed by messages, but proving its terms is harder. A signed agreement that says orders and confirmations may be made on WhatsApp gives you both.
Can a supplier increase price after I have ordered?
If your agreement says confirmed orders keep the confirmed price, no. Without a written term, it becomes an argument about what was agreed.
How long do I have to reject bad goods?
Set a period in the contract, for example two working days for quality. Under the Sale of Goods Act framework, keeping goods too long can count as acceptance, so act and notify in writing quickly.
Do I deduct withholding tax from supplier payments?
The 2024 regulations set 2% for supply of goods by resident non-manufacturers, with small-company relief in some cases. Confirm the current rules with the Nigeria Revenue Service.
Sources
- Germany Trade & Invest: Nigeria warranty law (10 Nov 2023) · accessed Oct 2026
- Mondaq: VAT provisions under the Nigeria Tax Act 2025 (28 May 2026) · accessed Oct 2026
- Mondaq (Udo Udoma & Belo-Osagie): Overview of the Withholding Tax Regulations 2024 · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.