Supply Agreement in South Africa: Template and Key Clauses (2026)

A supply agreement in South Africa is the contract under which one business agrees to supply goods, and sometimes services, to another on agreed terms over a period. It sets out what is supplied, how orders are placed, the price and payment, delivery and risk, quality and warranties, and what happens if something goes wrong. It turns a series of one-off orders into a stable, predictable relationship. This is general information, not legal advice. Commercial law and consumer rules change, and every supply relationship differs, so confirm the current position before relying on any clause. ## How South African law shapes a supply agreement Several laws apply together. The Consumer Protection Act 2008 can apply where the buyer is a consumer or a business within its thresholds, bringing implied quality standards, rules on defective goods and limits on unfair terms. The Competition Act matters where the agreement affects pricing, exclusivity or market share, because arrangements such as fixing resale prices or dividing markets are prohibited. The common law of contract and sale governs the rest, including passing of ownership and risk. Where goods cross the border, customs and exchange control also apply. <!-- [VERIFY] Consumer Protection Act turnover threshold and implied-warranty section numbers before citing exact figures --> ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` SUPPLY AGREEMENT Parties: [Supplier] and [Customer] Date: [date] 1. SCOPE AND PRODUCTS The goods or services supplied, and any specification or catalogue. 2. ORDERS How orders are placed, accepted and any minimum or forecast volumes. 3. PRICE AND PAYMENT The price or price list, how prices change, invoicing and payment terms. 4. DELIVERY, TITLE AND RISK Delivery terms, when ownership passes and when risk passes to the Customer. 5. QUALITY AND WARRANTIES The standard the goods must meet, inspection and what happens with rejected or defective goods. 6. EXCLUSIVITY (IF ANY) Whether supply or purchase is exclusive, drafted to stay within competition law. 7. INTELLECTUAL PROPERTY Ownership of any IP in the products, branding or specifications. 8. LIABILITY AND INDEMNITIES The agreed cap, exclusions and any indemnity, subject to law. 9. INSURANCE The cover each party must hold. 10. TERM AND TERMINATION How long the agreement runs, renewal, and grounds and notice for ending it. 11. FORCE MAJEURE Relief if events beyond control stop performance. 12. GOVERNING LAW AND DISPUTES Governed by South African law; disputes by [arbitration / courts]. Schedule 1: Products and Specification Schedule 2: Prices

- **Competition law.** Resale price maintenance and market division are prohibited, so pricing and exclusivity clauses need care.
- **Retention of title.** A clear clause keeping ownership until payment helps the supplier if the customer fails to pay.
- **Cross-border supply.** Customs, exchange control and the chosen delivery terms matter where goods move across the border. ## Common mistakes to avoid - Mixing up delivery, passing of ownership and passing of risk, so no one is sure who bears a loss.
- Trying to exclude implied quality standards where the Consumer Protection Act applies.
- Exclusivity or pricing terms that breach competition law.
- No retention of title, leaving the supplier exposed if the customer does not pay.
- Vague ordering and forecast terms that lead to disputes over volumes. ## Keeping supply contracts in one place A business that supplies or buys regularly ends up with many agreements, each with its own price list, volumes, delivery terms, renewal date and liability position, plus purchase orders and amendments. When these live across email and spreadsheets, it is hard to see which supplier is on which terms, whose renewal is due, and where the risky liability clauses sit. Drafting a supply agreement, reviewing a liability or delivery clause, editing a price schedule in plain language and holding every contract with its renewal dates in one view can live in a single AI workspace tuned to how your company contracts. Adira is built around that workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can read more at [adiralaw.com](https://adiralaw.com). For a single deal the skeleton above is enough on its own. The point worth keeping is that a supply book is easier to govern when every contract, its prices and its renewal dates stay together and current.