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Before You Do This · Contracts
Payment terms, liability, termination, dispute resolution and the quiet clauses that decide what happens when a supplier fails to deliver.
The situation: A commercial agreement is in front of you
A supplier contract is not read when it is signed. It is read when delivery is late, quality is wrong, or an invoice is disputed - and at that point the wording is the whole of the argument.
The clauses that matter most are rarely the ones negotiated hardest. Price gets attention; liability, termination and the definition of acceptance usually decide the outcome.
What the law is doing in this situation, and which instrument it sits under. These are general explanations, not an assessment of your circumstances.
The specification is the contract
What is being supplied, to what standard, by when, and how acceptance is judged. A vague specification means every quality dispute becomes a matter of opinion - and opinion favours whoever is holding the money or the goods.
Payment terms cut both ways
When payment falls due, what triggers it, whether any part is retained until acceptance, and what happens on late payment. Paying entirely in advance removes the only practical leverage a buyer has.
Limitation of liability is where risk is allocated
Caps, exclusions of consequential loss and carve-outs decide what you can actually recover when things go wrong. A cap set at one month's fees, on a contract whose failure would halt your operations, is a commercial decision - not a formality.
Termination should not be one-sided
Look at who can end the agreement, on what notice, for what reasons, and what happens to prepayments, data, tooling and goods on exit. An agreement only the supplier can exit cleanly is a lock-in.
Dispute resolution commits you before there is a dispute
Whether disputes go to court or to arbitration, where, and under what rules. The Arbitration and Mediation Act 2023 governs arbitration in Nigeria; agreeing to arbitrate in a foreign seat is a real cost decision, not boilerplate.
Arbitration and Mediation Act 2023
Look for what is missing
No confidentiality clause, no data-protection terms where personal data is handled, no intellectual property position on deliverables, no service levels. Absences shape outcomes as much as the wording that is present.
These are ordinary and usually well-intentioned. That is exactly why they are worth naming.
None of these is proof of bad faith on its own. Two or three together is a reason to slow down.
Work through these before you commit. They are educational prompts, not a compliance certification.
When to speak to a lawyer