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Supplier Agreement

R999

Create a clear supplier agreement that records the goods or services to be supplied, pricing, ordering process, delivery terms, quality standards, warranties, payment terms, risk, confidentiality, data protection, and termination rights.

A Supplier Agreement is used where one party supplies goods, products, equipment, materials, stock, or services to another party. It is suitable for once-off supply, ongoing supply arrangements, preferred supplier relationships, wholesale supply, manufacturing supply, distribution support, retail stock supply, office supplies, maintenance supply, outsourced services, and procurement arrangements. The agreement should define the supply scope, pricing, orders, delivery, acceptance, quality standards, warranties, payment terms, risk and ownership, defects, confidentiality, compliance, liability, and termination.

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South African legal context (2026 checklist)

A supplier agreement should be specific about what is being supplied, when it must be delivered, how quality will be measured, and what happens if the supply is defective, late, incomplete, or non-compliant. Where the customer is a consumer or small business protected by the Consumer Protection Act, the agreement should not contain unfair, misleading, or prohibited terms and should respect statutory rights relating to quality, safety, disclosure, and remedies. Where personal information is shared, POPIA clauses should regulate confidentiality, authorised processing, security safeguards, and breach notification. Where the customer is a municipality, public entity, or organ of state, the agreement should also align with procurement rules, tender conditions, tax compliance, and supply chain management requirements.

  • South African common law of contract
  • Consumer Protection Act 68 of 2008
  • Protection of Personal Information Act 4 of 2013
  • Electronic Communications and Transactions Act 25 of 2002
  • Companies Act 71 of 2008, where a company is a party and authority to contract is relevant
  • Sale of Goods Act principles as incorporated into South African common law, where movable goods are sold
  • Value-Added Tax Act 89 of 1991
  • Income Tax Act 58 of 1962
  • Tax Administration Act 28 of 2011
  • National Credit Act 34 of 2005, where credit, deferred payment, or incidental credit may be relevant
  • Competition Act 89 of 1998, where exclusivity, territory restrictions, pricing arrangements, or competitor issues may arise
  • Occupational Health and Safety Act 85 of 1993, where delivery, installation, maintenance, manufacturing, or site work creates safety risks
  • Copyright Act 98 of 1978, where supplier-created designs, documents, software, manuals, content, or specifications are involved
  • Prescription Act 68 of 1969
  • Arbitration Act 42 of 1965, where arbitration is selected as the dispute-resolution mechanism
  • Preferential Procurement Policy Framework Act 5 of 2000, where public-sector procurement is involved
  • Preferential Procurement Regulations, 2022
  • Local Government: Municipal Finance Management Act 56 of 2003, where a municipality or municipal entity is a party
  • Municipal Supply Chain Management Regulations, where municipal procurement is involved
  • Public Finance Management Act 1 of 1999, where a national or provincial public entity is a party

Use this as a starting point only. Verify current gazetted amendments, tribunal rules, and SARS / DOL circulars that may apply to your matter.

Typical questions we'll walk you through

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What is the full legal name of the supplier?
What is the full legal name of the supplier?
What is the full legal name of the customer, buyer, or client?
What is the full legal name of the customer, buyer, or client?
What goods, products, materials, equipment, stock, or services will be supplied?
What goods, products, materials, equipment, stock, or services will be supplied?
Will the supplier supply goods, services, or both?
Will the supplier supply goods, services, or both?
Will the agreement be once-off, ongoing, project-based, or for a fixed period?
Will the agreement be once-off, ongoing, project-based, or for a fixed period?
What prices, rates, catalogue prices, or quotation terms will apply?
What prices, rates, catalogue prices, or quotation terms will apply?
Are prices inclusive or exclusive of VAT?
Are prices inclusive or exclusive of VAT?
How will orders be placed and accepted?
How will orders be placed and accepted?
Will purchase orders be required?
Will purchase orders be required?
What delivery dates, turnaround times, or service timelines apply?
What delivery dates, turnaround times, or service timelines apply?
Where must the goods be delivered or services performed?
Where must the goods be delivered or services performed?
Who carries delivery, transport, insurance, packaging, and handling costs?
Who carries delivery, transport, insurance, packaging, and handling costs?
When does risk in the goods pass to the customer?
When does risk in the goods pass to the customer?
When does ownership in the goods pass to the customer?
When does ownership in the goods pass to the customer?
What quality standards, specifications, samples, or service standards must be met?
What quality standards, specifications, samples, or service standards must be met?
What warranties or guarantees will the supplier give?
What warranties or guarantees will the supplier give?
What happens if goods are defective, damaged, late, incomplete, or not according to specification?
What happens if goods are defective, damaged, late, incomplete, or not according to specification?
What inspection, rejection, replacement, repair, credit, refund, or return process will apply?
What inspection, rejection, replacement, repair, credit, refund, or return process will apply?
What payment terms will apply?
What payment terms will apply?
Will interest, suspension of supply, or collection costs apply for late payment?
Will interest, suspension of supply, or collection costs apply for late payment?
May the supplier use subcontractors or third-party manufacturers?
May the supplier use subcontractors or third-party manufacturers?
Will confidentiality obligations apply?
Will confidentiality obligations apply?
Will either party process personal information under the agreement?
Will either party process personal information under the agreement?
Will the supplier access the customer’s premises, systems, staff, or confidential records?
Will the supplier access the customer’s premises, systems, staff, or confidential records?
What health, safety, security, insurance, and compliance requirements apply?
What health, safety, security, insurance, and compliance requirements apply?
Will the supplier be required to maintain licences, permits, tax compliance, B-BBEE status, or industry registrations?
Will the supplier be required to maintain licences, permits, tax compliance, B-BBEE status, or industry registrations?
Is the customer a municipality, organ of state, public entity, or private business?
Is the customer a municipality, organ of state, public entity, or private business?
What breach, termination, cancellation, and handover provisions should apply?
What breach, termination, cancellation, and handover provisions should apply?
How will disputes be resolved?
How will disputes be resolved?
Who will sign the agreement on behalf of each party?
Who will sign the agreement on behalf of each party?

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