OBLIGATION OF MANUFACTURERS and VENDORS OF GOODS AND SERVICES IN A

COMMERCIAL TRANSACTION

The law of commercial transaction has stipulated various rules that govern commercial
transaction. In otherwords it has apportioned responsibilities to a buyer of goods and at the same
time imposed duties to manufacturesrs, supliers and distributors/importers of goods and services.
In Nigeria for instance instance laws like the ICCPC, has stipulated certain obligations which a
supplier or manufacturers of goods and services are bound to fulfil in the course of their
transactions with buyers and consumers of their products. Therefore in every commercial
transaction, these obligations, rights, and remedies are imposed on Vendors and Buyers.

Such obligations, rights, and remedies could be expressly written or implied by the laws
governing its operation.

In our previous article, we have exhaustively highlighted and discussed the rights of consumers
and available remedies in commercial transactions. You can click here to read about it.

This article seeks to analyze and discuss the obligations of vendors in commercial transactions.
For ease of reference, we will discuss these obligations under the following headings;

1. Term
2. Laws guiding vendors' obligations
3. Obligations of vendors as enshrined in the Federal Competition and Consumer Protection
Act
4. Obligations of vendors as enshrined in the Sale of Goods Act

Term

Vendor: A vendor is a person, organization (usually with a business name), or some other legal
entity that makes goods or sells its services to a consumer or other business owners1.

Buyer: the person who accepts a quotation from the Seller for the sale of the Goods or whose
order for the Goods is accepted by the Seller.2

N.B: In this article, the words "vendor," "manufacturer," "importer," "distributor," and "supplier"
will be used interchangeably.

Laws guiding vendors' obligation

1. The Federal Competition and Consumer Protection Act (FCCPA) 2018 Cap P41 LFN
2004
2. Sale of Goods Act (SOGA) 1983

Obligations of Vendors as enshrined in the FCCPA

Section 134 of the Act places a duty on the manufacturer, importer, or distributor of goods to
label goods properly and in a manner that will be easily traceable3.

The Act inter alia imposes a duty on the manufacturer or distributor to withdraw hazardous
goods from the market upon becoming aware of any unforeseen hazard arising from the use of
the goods which have already been placed in the market.4

A vendor who violates the provision of this section is liable on conviction to imprisonment for a
term not exceeding three years or to a payment of a fine not exceeding N10,000,000.00 (Ten
Million Naira) or to both where the vendor is an individual5. Where the vendor is a corporate
body, the vendor is liable on conviction to a fine not exceeding 10% of its turnover in the
preceding business year6.

By the provisions of this Act, manufacturers/suppliers of goods are liable for any damage7
caused by defective goods, whether wholly or partly or caused by the supply of a service.8 This
liability clause on defective goods is so stringent as the Act places a lien on its exclusion or
restriction9 and further states that it is immaterial if the affected consumer bought the goods or
services from or entered into any contractual agreement with the undertaking, so long as the
undertaking supplied the defective goods or service.10 In cases where loss or damage arises from
the goods proving defective while in consumer use,11 the manufacturer of such defective goods
cannot be excluded from liability for the loss or damage by reference to any contract term or
notice of non-liability in a guarantee12. Where it is alleged that goods or services are defective,
the onus of proving the same is on the supplier of the goods or services.13

It is noteworthy to state that liability can also arise from the supplier's implied assurance of the
conformity of goods to what has been described or sampled to the consumer. This implied
liability for breach of obligations also extends to the quality or suitability of goods for a
particular purpose, which has been communicated to the Consumer.14 However, where the
affected person is not an end consumer, liability may be excluded or restricted by reference to a
contract term in a guarantee. However, such a term must satisfy the reasonableness requirement
15
.

A manufacturer and/or supplier of goods or services have a duty to give the consumer true and
accurate information and description about the goods or services. The Act imposes a liability on
the supplier for misrepresentation of goods, and any contract that contains a term that purports to
restrict this liability for misrepresentation made before the contract was made is void ab initio
and of no effect.16

There is an implied duty on a supplier for the supply of a service17. This implied duty is to the
effect that where a time has not been fixed for the supply of the service, the supplier is expected
to carry out the service with reasonable care and skill18 and within a reasonable time.19

Obligations of Vendors as enshrined in the SOGA

The foremost duty of a Seller in a commercial transaction is duty to deliver goods.20 Therefore,
to presume the freedom of parties, some terms are essentially implied in the contract of sale of
goods. The Act inter alia imposes a certain implied condition on the part of a seller. Though,
these implied conditions could be excluded by the parties. There is an implied duty on the seller
that in the case of a sale, he has a right to sell the goods and that in the case of an agreement to
sell, he will have a right to sell the goods at the time when the property passes21. Where the sale
is by description, there is an implied condition that the goods delivered must correspond with
what has been described, and where the sale is by description as well as sample, the goods
delivered must correspond with the sample and the description.22 It is a principle that whoever is
the owner of goods would bear the risk of damages that happen to the goods while it is still his
property. This is encapsulated in the maxim "res periit domino suo" which literally means "the
destruction of a thing is a loss to its owner". By the provision of section 20 of SOGA, risk in the
transfer of goods passes with the property. As such, unless otherwise agreed by parties, the goods
remain at the seller's risk until property in the goods is transferred to the buyer, whether or not
delivery has been made.

Footnotes

1. https://www.masterclass.com/articles/what-is-a-vendor accessed on October 18, 2022, at 10:18 am

2. https://www.lawinsider.com/dictionary/buyer accessed on October 18, 2022, at 10:05 am

3. Section 134

4. Section 135(1)

5. Section 135(2)(a)

6. Section 135(2)(b)

7. The Act defies damage to include personal injury and damage to consumers' property in section 136 (2)

8. Section 136(1)

9. Section 136(5)

10. Section 136(3)

11. Goods are regarded as "in consumer use" when a person is using them or has them in his possession for personal
use and not for business

12. A guarantee is anything in writing that contains an assurance that defects will be rectified by complete or partial
replacement.

13. Section 145

14. Section 138

15. Section 139(3)

16. Section 140

17. A contract is a contract for the supply of a service

18. Section 142(3)

19. Section 143

20. Section 27 Sale of Goods Act, 1983

21. Section 12(1)

The content of this article is intended to provide a general guide to the subject matter. Specialist
advice should be sought about your specific circumstances.

AUTHOR(S)

Chiamaka D. Ogbonnaya
The Trusted Advisors

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