Sales Agreement (Ghana)

A Sales Agreement in Ghana sets out the consideration, warranties and completion steps for the purchase it documents.

The Sale of Goods Act 1962 (Act 137) is the primary statute governing contracts for the sale of goods in Ghana. Act 137 was modelled on the English Sale of Goods Act 1893 and codifies the fundamental rights and obligations of sellers and buyers in Ghana. Section 1 of Act 137 defines a contract of sale as a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration called the price. Where property in the goods passes immediately, the transaction is a sale; where property passes at a future time or on the fulfilment of a condition, the transaction is an agreement to sell.

The Contract Act 1960 (Act 25) governs the general law of contract in Ghana and supplies the rules on offer, acceptance, consideration, capacity, and legality that must be satisfied for any Sales Agreement to be enforceable before the High Court (Commercial Division) in Accra. Section 1 of Act 25 confirms that contracts in Ghana are formed when an offer is accepted and the agreement is supported by consideration.

The Electronic Transactions Act 2008 (Act 772) recognises the legal validity of contracts formed and signed electronically in Ghana. Under Section 8 of Act 772, an electronic signature applied to a Sales Agreement has the same legal effect as a wet-ink signature, provided the electronic signature reliably identifies the signatory. Sales Agreements for high-value transactions or the sale of motor vehicles, real property, or licensed goods may require additional formalities under specialist statutes.

The Ghana Revenue Authority (GRA) administers value-added tax on the supply of goods under the Value Added Tax Act 2013 (Act 870). A Sales Agreement for taxable supplies must state the applicable VAT rate and the VAT-inclusive price to comply with Section 41 of Act 870, which requires tax invoices to disclose the tax charged. The standard VAT rate in Ghana is 15% with an additional 2.5% National Health Insurance Levy and 2.5% Ghana Education Trust Fund Levy.

The Consumer Protection Agency established under the Consumer Protection Agency Act 2022 (Act 1065) regulates unfair trade practices and unsafe goods. Sales Agreements in Ghana that involve consumer sales — where one party deals in the ordinary course of business and the other is a consumer — must comply with the disclosure and fair dealing requirements of Act 1065. The Agency has authority to investigate complaints and impose penalties for misleading terms.

The Customs Act 2015 (Act 891) and the Ghana Standards Authority Act 2009 (Act 722) impose additional requirements for the import, export, and quality certification of goods sold in Ghana. The Ghana Standards Authority (GSA) administers product standards and conformity assessments for goods traded in Ghana. The Food and Drugs Authority (FDA) regulates the sale of food, pharmaceuticals, and cosmetics under the Food and Drugs Authority Act 1992 (PNDCL 305B). Parties to a Sales Agreement for regulated goods must confirm that the goods comply with applicable product standards and licensing requirements before execution.

A Sales Agreement in Ghana is needed whenever a seller and buyer wish to formalise the terms of a significant goods transaction beyond a simple cash sale and receipt, creating enforceable rights and obligations under the Sale of Goods Act 1962 (Act 137).

A Sales Agreement is required for the sale of commercial inventory, raw materials, or manufactured goods between businesses incorporated under the Companies Act 2019 (Act 992) or registered with the Registrar General's Department (RGD). The agreement records the specifications, quantity, price, and delivery schedule and provides a basis for resolving disputes before the High Court (Commercial Division) in Accra.

A Sales Agreement is needed for the sale of second-hand vehicles, machinery, equipment, or other moveable property where the seller wishes to specify the condition of the goods, disclaim warranty for defects, and transfer risk to the buyer upon delivery. The agreement protects both parties from disputes about the state of the goods at the time of sale.

A Sales Agreement is required for instalment sales — where the buyer pays the price in two or more instalments — to record the payment schedule, the consequences of default, and the seller's right to repossess goods if payment is not made. The Hire Purchase Act 1972 (Act 415) governs hire-purchase transactions in Ghana, which are a specific form of instalment sale.

A Sales Agreement is needed for international trade transactions where goods are exported from Ghana or imported into Ghana, to record the agreed trade terms (such as FOB Tema or CIF Accra), the applicable Incoterms, and the parties' respective obligations under the Customs Act 2015 (Act 891) and the Export and Import Act 1995 (Act 503).

A Sales Agreement is required for the sale of agricultural produce, commodities, or natural resources regulated by the Ghana Cocoa Board (COCOBOD), the Minerals Commission, or the Petroleum Commission, where the transaction must comply with sector-specific licensing and pricing rules. The Ghana Cocoa Board is established under the Ghana Cocoa Board Law 1984 (PNDCL 81) and controls the purchase and export of cocoa in Ghana.

Parties in Ghana should prepare a Sales Agreement before exchanging any significant payment or delivering any goods. Courts of Ghana interpret contracts based on the written terms under the Contract Act 1960 (Act 25) rather than oral representations, making written documentation essential for enforcement before the High Court (Commercial Division) in Accra or arbitration under the Alternative Dispute Resolution Act 2010 (Act 798).

A binding Sales Agreement in Ghana under the Sale of Goods Act 1962 (Act 137) and the Contract Act 1960 (Act 25) must contain the following essential elements.

Parties: Full legal names and addresses of the seller and the buyer. Where a party is a company incorporated under the Companies Act 2019 (Act 992), the company registration number issued by the Office of the Registrar of Companies (ORC) must be stated. Sole traders registered with the Registrar General's Department (RGD) should state their business registration number.

Description of Goods: A precise description of the goods being sold, including quantity, quality, grade, specifications, and any applicable product standards set by the Ghana Standards Authority (GSA) under the Ghana Standards Authority Act 2009 (Act 722). For regulated goods — such as food, pharmaceuticals, chemicals, or electrical equipment — the applicable Food and Drugs Authority (FDA) registration or Ghana Standards Authority certification number should be referenced.

Purchase Price and Payment Terms: The agreed price stated in Ghana Cedis (GHS) with VAT treatment disclosed in compliance with the Value Added Tax Act 2013 (Act 870). The payment method — cash, mobile money (MTN MoMo, AirtelTigo Money, Vodafone Cash), bank transfer, or letter of credit — the due date for payment, and any instalment schedule must be clearly stated. Late payment interest may be charged in accordance with Section 51 of Act 137.

Delivery and Risk: The agreed delivery location and date, the party responsible for transport and insurance costs, and the precise point at which risk in the goods passes from the seller to the buyer under Section 25 of the Sale of Goods Act 1962 (Act 137). Common delivery terms include delivery ex-warehouse in Accra, Kumasi, Takoradi, or Tamale, or delivery at the buyer's premises.

Title and Passing of Property: A clause confirming when ownership (property) in the goods passes from the seller to the buyer under Part III of Act 137. Where the seller wishes to retain title until full payment, a retention of title clause must be expressly included, as Ghanaian courts will not imply such a clause in the absence of express agreement.

Warranties and Condition of Goods: The Sale of Goods Act 1962 (Act 137) implies conditions as to title (Section 13), correspondence with description (Section 15), satisfactory quality (Section 14), and fitness for purpose (Section 14). These implied terms may be excluded by express agreement, subject to the Consumer Protection Agency Act 2022 (Act 1065) for consumer contracts.

Inspection and Acceptance: The buyer's right to inspect the goods before acceptance under Section 35 of Act 137, the time allowed for inspection, and the consequences of rejection for non-conforming goods.

Dispute Resolution: Whether disputes will be referred to the High Court (Commercial Division) in Accra or to arbitration under the Alternative Dispute Resolution Act 2010 (Act 798) administered by the Ghana Arbitration Centre. Specifying Ghanaian law as the governing law is essential for enforceability.

Forms-legal.com provides this Sales Agreement template as a starting point for businesses and individuals transacting in Ghana. Parties should consult a solicitor enrolled with the Ghana Bar Association for high-value transactions or sales of regulated goods. The Ghana Revenue Authority (GRA) and the Consumer Protection Agency (CPA) are the key regulatory authorities monitoring compliance with sales law in Ghana. The Registrar General's Department (RGD) and the Office of the Registrar of Companies (ORC) maintain business registration records relevant to counterparty verification.