EXPLANATORY NOTES FOR THE SALE AND PURCHASE OF GOODS AGREEMENT DRAFTED IN FAVOUR OF THE SELLER 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. This agreement also caters for where the Seller manufactures the goods to be sold.
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 Seller. It may be used for a once-off sale or for several sales executed under a master 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 Purchaser. A separate Purchase and Sale of Goods (Purchaser) agreement is available for sale on this site.
This PURCHASE AND SALE OF GOODS (SELLER) agreement:
- is legally substantive (26 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 to guide a legal practitioner;
- may be printed onto 26 A4 pages. (In the interests of the environment, it is suggested that the agreement rather be printed back to back on 13 pages.).
This PURCHASE AND SALE OF GOODS (SELLER) agreement contains the following clauses:
- PARTIES
- DEFINITIONS AND INTERPRETATION
- RECORDAL
- RELATIONSHIP BETWEEN THE PARTIES
- GOOD FAITH
- DURATION
- OWNERSHIP AND RISK
- PRICE AND PRICE ADJUSTMENTS
- INVOICING AND PAYMENT
- SUPPLIER’S OBLIGATIONS
- QUALITY CONTROL
- WARRANTIES AND UNDERTAKINGS
- LIENS
- DELIVERY OF GOODS
- FORCE MAJEURE AND EXCUSABLE DELAY
- INDEMNITY INSURANCE
- SUPPLIER’S LIMITATION OF LIABILITY
- INTELLECTUAL PROPERTY
- INFRINGEMENT OF PATENTS, TRADEMARKS AND COPYRIGHT
- INFORMATION
- TERMINATION
- OPTION TO REPURCHASE GOODS
- CONFIDENTIALITY
- GOVERNING LAW AND JURISDICTION
- DISPUTE RESOLUTION
- DOMICILIUM AND NOTICES
- ASSIGNMENT
- SEVERABILITY
- APPLICABLE LAW
- ENTIRE AGREEMENT
- AMENDMENT OF AGREEMENT
- WAIVER OF BREACH
- SUCCESSORS AND ASSIGNS
- COUNTERPARTS
- STIPULATION ALTERI
APPENDIX 1: DETAILS, SPECIFICATIONS AND PRICES OF THE GOODS