EXPLANATORY NOTES FOR THE SALE AND PURCHASE OF GOODS AGREEMENT DRAFTED IN FAVOUR OF THE PURCHASER OF GOODS, AND TO WHICH NEITHER THE CONSUMER PROTECTION ACT NOR THE NATIONAL CREDIT ACT APPLIES

This is a very detailed agreement that may be used for the sale of goods by one party (“the Seller“) to another (“the Purchaser“) within the Republic of South Africa. It is intended for use by entities receiving the sold goods hereunder that fall outside the ambit of the NCA and the CPA.

It may be used by entities of all sizes that sell goods to other entities. We reiterate that it is an extremely detailed and robust agreement that is drafted in favour of the Purchaser. It may be used for a once-off sale or for several ongoing sales executed under a master sale agreement (through the use of purchase orders that serve as addenda to the main agreement).

Do not use this agreement if you need one that is drafted in favour of the Seller. A separate Purchase and Sale of Goods (Seller) agreement is available for sale on this site which is drafted in favour of the Seller.

This PURCHASE AND SALE OF GOODS (PURCHASER) agreement:

  • is legally substantive (27 pages in total; 1.5 line spacing); please feel free to look at the explanatory notes below and compare the substance of this agreement to others for sale elsewhere;
  • is bordered;
  • has pages numbered;
  • is fully justified;
  • is typed up using Bookman Old Style font, size 11;
  • has been meticulously spell-checked;
  • is extremely professional in its appearance;
  • has several drafting notes therein;
  • may be printed onto 27 A4 pages. (In the interests of the environment, it is suggested that the agreement rather be printed back to back on 14 pages.).

This PURCHASE AND SALE OF GOODS (PURCHASER) agreement contains the following clauses:

  • PARTIES
  • DEFINITIONS AND INTERPRETATION
  • RECORDAL
  • INDEPENDENT CONTRACTOR RELATIONSHIP BETWEEN THE PARTIES
  • DURATION
  • SALE AND SUPPLY OF GOODS
  • DELIVERY OF GOODS
  • OWNERSHIP AND RISK
  • QUALITY OF GOODS
  • COMPLAINT HANDLING
  • DELIVERY DOCUMENTS
  • INTELLECTUAL PROPERTY
  • PRICES
  • PAYMENT FOR GOODS
  • PAYMENTS BY ELECTRONIC FUNDS TRANSFER (“EFT”)
  • DELAY PENALTIES
  • SET-OFF MONIES DUE FROM THE SELLER
  • VERIFICATION OF SELLER INFORMATION
  • USE OF THE PURCHASER NAME
  • SELLER WARRANTIES AND INDEMNITIES
  • LIABILITY, INDEMNITY AND INSURANCES
  • TERMINATION
  • FORCE MAJEURE AND EXCUSABLE DELAY
  • GOVERNING LAW AND JURISDICTION
  • DISPUTE RESOLUTION
  • CESSION, DELEGATION AND ASSIGNMENT
  • COMPLIANCE WITH LAWS
  • DOMICILIUM AND NOTICES
  • GENERAL

APPENDIX 1: DETAILS, SPECIFICATIONS AND PRICES OF THE GOODS