Supply Framework Agreement Template for South Africa

The Supply Framework Agreement serves as a master agreement governing the recurring supply of goods or services between businesses operating in South Africa. It is particularly useful for long-term supply relationships where parties anticipate multiple transactions over time. The document establishes the fundamental commercial and legal framework while allowing for flexibility in specific orders. It addresses key aspects of South African business requirements, including B-BBEE compliance, consumer protection, and competition law considerations. This type of agreement is typically used when parties want to avoid negotiating individual contracts for each transaction while maintaining clear terms for pricing, quality, delivery, and performance standards. The framework nature of the agreement allows for variations in quantity, timing, and specific requirements through purchase orders or work orders issued under the master terms.

1. Parties: Identification and details of the supplier and customer, including registration numbers and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the framework arrangement

3. Definitions and Interpretation: Defined terms, rules of interpretation, and hierarchy of documents

4. Appointment and Scope: Formal appointment of supplier, exclusivity status, and scope of supply arrangement

5. Duration and Renewal: Term of agreement, renewal options, and notice periods

6. Ordering Process: Procedure for placing orders, acceptance/rejection, and order amendments

7. Prices and Payment: Pricing mechanism, payment terms, invoicing requirements, and price adjustment provisions

8. Delivery and Risk: Delivery terms, risk transfer, acceptance procedures, and delivery documentation

9. Quality and Compliance: Quality standards, specifications, warranties, and compliance requirements

10. Performance Monitoring: KPIs, performance review meetings, and reporting requirements

11. Intellectual Property: IP ownership, licenses, and protection of proprietary information

12. Confidentiality: Protection of confidential information and trade secrets

13. Liability and Insurance: Limitation of liability, indemnities, and insurance requirements

14. Force Majeure: Events beyond reasonable control and their consequences

15. Termination: Termination rights, consequences, and post-termination obligations

16. Dispute Resolution: Process for resolving disputes, governing law, and jurisdiction

17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement