A trader from the next market takes 40 pairs of slippers and sandals from you on a Monday. He'll pay for what he sells and bring back the rest. Three weeks later he comes back with some money, a bag of shoes and a different memory of the price you agreed.
Nobody has to be dishonest for this to go wrong. The price for each item, the day the unsold ones come back and who pays for a pair that got lost were all agreed by mouth. Each of you remembers the version that suits you.
Giving goods on sale or return means exactly this arrangement. The other person takes your stock to sell, pays you for what they sell or keep, and may hand back the rest. A one-page agreement, signed when the goods leave, settles those arguments before they start.
This is general information, not legal advice. If the goods are worth a lot, or the arrangement is unusual, have a lawyer draft or check the agreement.
What the law says about goods on sale or return
In Nigeria, the sale of goods is governed by the Sale of Goods Act 1893, an English Act received as a statute of general application. It applies in its original form in the Eastern and Northern states. The former Western Region, the former Bendel State (Edo and Delta) and Lagos have their own Sale of Goods Laws. These re-enact the 1893 Act with the sections numbered differently. That's from a 2011 article on transfer of property in Nigeria by U. E. Ogwashi of the National Open University of Nigeria.
The rule on sale or return is in section 18 of the 1893 Act, Rule 4. It decides when the goods stop being yours and become the reseller's:
When goods are delivered to the buyer on approval or "on sale or return" or other similar terms the property therein passes to the buyer: (a) When he signifies his approval or acceptance to the seller or does any other act adopting the transaction: (b) If he does not signify his approval or acceptance to the seller but retains the goods without giving notice of rejection, then, if a time has been fixed for the return of the goods, on the expiration of such time, and, if no time has been fixed, on the expiration of a reasonable time. What is a reasonable time is a question of fact.
In plain words, the goods become the reseller's, and he owes you for them, in one of three ways. He tells you he's taking them. He does something only an owner would do, such as selling them on or pawning them. In an English case, Kirkham v. Attenborough, a man who pledged jewellery he held on sale or return was held to have adopted the deal, as Ogwashi's article explains. Or he keeps them past the return date without saying he's rejecting them.
That last part is where a written date matters. If no time was fixed, the deadline is "a reasonable time", and what is reasonable is "a question of fact". That means it's something the two of you argue about, and in the end a court decides. A date on paper ends that argument.
Two more parts of the Act matter for a shop. Section 18 opens with the words "Unless a different intention appears", so the rules apply where the two of you haven't agreed otherwise. And section 20 says: "Unless otherwise agreed, the goods remain at the seller's risk until the property therein is transferred to the buyer". Left unsaid, a carton stolen from the reseller's stall before he has adopted the deal can be your loss. Your agreement can say otherwise, and it should.
The template
Copy this onto one page, or type it and print two copies. Fill in the blanks, read it through together, and both sign before any goods leave the shop.
- The parties. Your name, your shop's name and address and your phone number. The reseller's full name, home address, where they trade, phone number, and the type and number of a government ID. Today's date.
- The goods. A table of every item given, with the quantity, its condition, and the agreed price for each one. Use the table below.
- What the reseller pays you. For every item sold, kept, lost or damaged, the reseller pays the agreed price in the table. They may sell at any price they like. Their profit is the difference.
- Money paid now. The amount paid when the goods leave, if any.
- How payments are made. Only by cash to you or your named staff, or by transfer to the shop's account (write the bank, account name and number). Every payment gets a receipt or a signed line on this page.
- The return date. The date by which every unsold item comes back, and the date the whole balance is due. Write a date, not "two weeks".
- What counts as a return. Items must come back in the condition they left in: unopened, unused, undamaged, with their packaging. Anything else counts as sold and is paid for at the agreed price.
- Ownership. The goods remain the shop's property until they are paid for. The reseller may not pawn them, use them as security or give them to another trader to sell.
- Loss and damage. The reseller pays the agreed price for any item lost, stolen or damaged while it is with them. That runs from when it leaves the shop until it comes back or is paid for.
- Asking for the goods back. The shop may ask for unsold goods back before the return date, and the reseller returns them within a stated number of days.
- Settling up. On the return date, both sides count what came back, agree what is owed, and sign the settlement at the bottom of this page.
- Signatures. Both of you sign and date, with one witness each. Each keeps a copy.
The goods table for clause 2:
| Item | Quantity given | Condition | Agreed price each | Line total |
|---|---|---|---|---|
| **Total** |
And the settlement for clause 11, filled in on the return date:
| Item | Given | Returned in good condition | Sold, kept or damaged | Agreed price each | Owed |
|---|
Under the settlement, write the total owed, the payments made with their dates, the balance, and a line for both signatures.
For goods of real value, add a guarantor in the same way you would for a new member of staff. The sales girl agreement and guarantor form article covers what a guarantor form needs and how to check the person behind it.
A filled-in example
Here's how the page might look for one trader. The names, goods and figures are invented to show how it works.
Mrs Funmilayo Adeyemi runs Adeyemi Footwear in Ikeja. Emeka Obi sells shoes from a stand in another market and takes stock from her on sale or return.
- The parties. Adeyemi Footwear, Shop 14, Ikeja, owner Funmilayo Adeyemi, phone number written in. Reseller Emeka Obi, of Ojota, trading from a stand in Oshodi, with his phone number and voter's card number written in. Date: Monday 5 October.
- The goods. As in the table below.
- What the reseller pays. The agreed prices in the table, for everything sold, kept, lost or damaged.
- Money paid now. ₦50,000 in cash, receipted.
- How payments are made. Cash to Mrs Adeyemi, or transfer to the Adeyemi Footwear account (bank and number written in).
- The return date. Unsold items back by Monday 19 October. Balance due the same day.
- What counts as a return. In the box, unworn and undamaged.
- Ownership. As in the template.
- Loss and damage. As in the template.
- Asking for the goods back. Within two days of being asked.
- Settling up. On 19 October at the shop.
- Signatures. Both signed, witnessed by Mrs Adeyemi's shop manager and Emeka's brother.
| Item | Quantity given | Condition | Agreed price each | Line total |
|---|---|---|---|---|
| Men's leather sandals | 12 pairs | New, boxed | ₦9,000 | ₦108,000 |
| Ladies' slippers | 20 pairs | New, bagged | ₦4,500 | ₦90,000 |
| Canvas sneakers | 8 pairs | New, boxed | ₦12,000 | ₦96,000 |
| **Total** | **40 pairs** | **₦294,000** |
On Monday 12 October Emeka transfers ₦100,000, and Mrs Adeyemi writes it on both copies with the date. On 19 October he brings back 2 pairs of sandals, 3 pairs of slippers and 3 pairs of sneakers. One pair of slippers has a broken strap, so under clause 7 it counts as sold.
| Item | Given | Returned in good condition | Sold, kept or damaged | Agreed price each | Owed |
|---|---|---|---|---|---|
| Men's leather sandals | 12 | 2 | 10 | ₦9,000 | ₦90,000 |
| Ladies' slippers | 20 | 2 | 18 | ₦4,500 | ₦81,000 |
| Canvas sneakers | 8 | 3 | 5 | ₦12,000 | ₦60,000 |
| **Total** | **40** | **7** | **33** | **₦231,000** |
Emeka owes ₦231,000. He has paid ₦50,000 on 5 October and ₦100,000 on 12 October, so the balance is ₦81,000. He transfers it before he leaves, and both of them sign the settlement. The 7 good pairs go back on Mrs Adeyemi's shelf and into her stock count.
The check that keeps the figures honest: what came back plus what is owed should equal what went out. Here the returns are worth ₦63,000 (2 × ₦9,000, 2 × ₦4,500 and 3 × ₦12,000), and ₦63,000 plus ₦231,000 is the ₦294,000 that left the shop.
Keeping it straight after the goods leave
The agreement only helps if the page is kept up. A few habits do most of the work.
Keep one page per reseller, and one agreement for each batch of goods. Don't add new goods to an old page. When a trader comes back for more, settle the last batch first, then start a new agreement.
Write every part payment on both copies the day it's made, and give a receipt. If you need a format, how to write a receipt has one. A balance left after the settlement belongs in your debtors book, on that trader's page, with the date it was due.
Count the returns in front of the reseller. Check each item against clause 7 before either of you signs, so the broken strap is found while he's standing there and not on Tuesday.
Remember that goods with a reseller are still your stock. When you take stock in the shop, add what each reseller holds from the agreements, or your count will look short by exactly those goods. Watch the dates too. A trader who keeps asking for another week is, under Rule 4, getting closer to owning goods he hasn't paid for. If that happens, the agreement and a firm conversation are your starting point, and how to collect debts from customers covers what comes next.
Paper works well for two or three resellers. With more, it gets hard to say at a glance who holds what and who owes what. Tabs, our shop software, isn't open to shops yet. Its resellers section records stock given at an agreed price for each line, the payments, returns and recalls, and keeps the count of what each reseller holds and owes. The page above works without it.
