Reseller Agreement in South Africa: Template, Key Clauses and Local Law (2026)

A reseller agreement in South Africa lets one party (the reseller) buy a supplier's products or services and sell them on to customers in its own name. It differs from an agency arrangement. A reseller takes title, sets its own resale terms, and carries its own margin and risk, while an agent sells for the principal and earns commission. That distinction decides who is liable to the end customer and how much control the supplier can exert over resale. South Africa has no dedicated reseller statute. The agreement rests on the common law of contract and on competition and consumer statutes that limit how far a supplier can control resale pricing and conduct. This guide explains that framework, lists the clauses a reseller agreement should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified South African lawyer before you sign. ## The law that governs resale in South Africa - Common law of contract. The agreement is governed by ordinary contract principles and freedom of contract, tested against public policy.

• Competition Act 89 of 1998. This is the key constraint on resale terms. Minimum resale price maintenance is prohibited. A supplier may recommend a resale price only if it makes clear the recommendation is not binding and that the reseller is free to charge lower. The Act also prohibits restrictive horizontal and vertical practices with an anti-competitive effect, which matters for exclusive territories and customer allocation.
• Consumer Protection Act 68 of 2008 (CPA). Where the reseller sells to consumers, the CPA implies quality and safety standards and gives consumers rights against the supply chain, so the agreement should set how such claims are handled between supplier and reseller.
• Electronic Communications and Transactions Act 25 of 2002 (ECTA). It validates electronic conclusion of the agreement and any online ordering. ## Key clauses in a South African reseller agreement ### 1. Appointment and exclusivity State whether the reseller is exclusive, sole, or non-exclusive, and whether the supplier may sell direct or appoint others. ### 2. Territory and products Define the territory and the products or services, taking care that territory or customer restrictions do not breach the Competition Act. ### 3. Supply price and ordering Set the price to the reseller, the ordering process, and forecasting. ### 4. Resale pricing State that the reseller sets its own resale prices. Minimum resale price maintenance is prohibited, so any recommended price must be clearly non-binding. ### 5. Minimum purchase and targets Set any minimum commitments and the consequences of missing them. ### 6. Title, risk and payment State when title and risk pass, payment terms, currency, and VAT. ### 7. Trade marks and intellectual property License the supplier's marks for resale only, with brand controls, and confirm the supplier keeps ownership. ### 8. Warranties, support and the CPA Set product warranties, who handles support and returns, and how CPA claims from end consumers are managed between the parties. ### 9. Data protection (POPIA) Where customer personal information is shared, add POPIA obligations. ### 10. Term and termination Set term, renewal, notice, and grounds for immediate termination, and deal with stock on hand and pipeline orders. ### 11. Liability and governing law Allocate liability and state South African law and a forum. ## A simple clause skeleton 1. Parties and definitions

2. Appointment and exclusivity
3. Territory and products
4. Supply price and ordering
5. Resale pricing (reseller sets its own prices)
6. Minimum purchase and targets
7. Title, risk and payment
8. Trade marks and intellectual property
9. Warranties, support and CPA returns
10. Data protection (POPIA)
11. Term and termination
12. Consequences of termination
13. Liability, dispute resolution and governing law ## One workspace to draft, review and track the agreement A reseller agreement keeps producing obligations: price lists change, targets reset each year, and renewal and notice dates fall due. Kept across email and folders, the current version drifts and dates slip. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the current reseller agreement, its structure, and its key dates all live in one place. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including South Africa, is on the roadmap, so treat this page as general guidance and verify South African specifics locally. You can see the product at Adira. ## Frequently asked questions