Supply and delivery of stationery to PRASA gauteng region on an as-and-when required basis for 36 months

This is the draft Purchase and Sale of Goods Agreement governing the supply and delivery of stationery to PRASA in Gauteng for a 36-month period. The contract incorporates six annexures: Delivery Schedule (A), Payment Schedule (B), Pricing Schedule (C), Specification Schedule (D), Goods Schedule (E), and Performance Bond template (F). It covers standard commercial terms including interpretation, definitions, document priority, condition precedent (performance bond within 30 days of signature, long-stop 28 days), insurances, duration, party obligations, pricing, payment, invoicing, quality assurance (ISO 9001/14001), risk of loss, representations and warranties, goods warranty (2 years), delay penalties (0.5% per day capped at 10% of contract price), specifications, cession and sub-contracting restrictions, limitation of liability, default, change of law, force majeure, notices, dispute resolution, confidentiality, entire agreement, variation/cancellation/suspension, and severability. Local content obligations and performance bond are expressly marked not applicable.

Scope: Supply and delivery of stationery in Gauteng region on an as-and-when required basis for 36 months.

Goods: As detailed in Goods Schedule (Annexure E) and Specification Schedule (Annexure D).

Delivery: Per Delivery Schedule (Annexure A) at specified delivery points; title passes on delivery, inspection, acceptance and full payment.

Quality: Goods must be ISO 9001 and ISO 14001 approved; unused, from stock or new production.

Seller obligations: Timely delivery, transfer of technology per Specification Schedule, provide performance guarantees as per agreement.

Purchaser obligations: Pay per Payment Schedule (Annexure B), accept delivery, inspect and test goods per unit acceptance procedure.

Warranty: 2 years from Acceptance Date covering defects in materials, manufacturing and workmanship; excludes wear and tear, misuse, lack of maintenance, accidents.

Seller must be a consortium of two separate companies duly incorporated and validly existing under South African law (clause 22.1.1).

Design responsibility: Seller carries out design of goods using qualified professional designers meeting agreed criteria; designers must have necessary experience and capability and be available for discussions until end of defects notification period (clause 13.1-13.2).

Good Industry Practice defined as standards, practices, methods conforming to Applicable Law and the skill, care, diligence expected of a skilled experienced person in similar undertaking (clause 2.21).

Factory acceptance testing: PRASA officials may inspect and conduct factory acceptance testing at seller's factory (clause 13.3).

Quality standards: Seller and sub-contractors must comply with ISO 9001 and ISO 14001; quality assurance system subject to PRASA audit (clause 20.1).

Quality certificate: Seller to deliver quality certificate within 30 days of agreement; compliance documents submitted on reasonable demand; technical documents must show seller's prior approval (clause 20.2).

Quality system compliance does not relieve seller of duties (clause 20.3).

Goods warranty: 2 years from Acceptance Date; covers defects in materials, manufacturing faults not due to purchaser specs, workmanship faults (clause 23.1-23.2).

Exclusions: Normal wear and tear, improper use, lack of maintenance, accidents/natural disasters/criminal acts, failure to repair other damage (clause 23.2.2-23.2.7).

Claim process: Purchaser notifies seller within 1 week of defect discovery; makes defective component available at purchaser's premises at no cost to seller; seller replaces/repairs in reasonable time; seller may examine goods to determine cause (clause 23.4).

Pricing Schedule (Annexure C) sets the purchase amount for goods and total purchase amount (clause 2.28, 2.31, 18.1).

Payment Schedule (Annexure B) governs invoicing and payment procedures (clause 2.24, 18.2).

Payments in South African Rand by electronic transfer to seller's nominated bank account (clause 18.6-18.7).

Invoices must be valid tax invoices per SARS, showing seller VAT number, full bank details, and PRASA vendor number (clause 19.1).

Payment due on acceptance of goods; if acceptance delayed for reasons not attributable to seller, payment after 60 days (clause 18.5).

Seller responsible for Make Good Charges (rectification of rejected goods) and licence fees/regulatory costs (clause 18.4).

No advance payment or retention provisions stated except local content retention (not applicable).

Pricing: Per Pricing Schedule (Annexure C).

Payment: Per Payment Schedule (Annexure B); electronic transfer in South African Rand.

Invoicing: Valid tax invoice required showing seller VAT number, full bank details, and PRASA vendor number.

Payment timing: Due on acceptance of goods; if acceptance delayed for reasons not attributable to seller, payment after 60 days.

Seller bears: Make Good Charges (rectification of rejected goods) and licence/regulatory fees.

Performance bond: Defined as 10% of Purchase Amount per goods (Annexure F) but marked "NOT APPLICABLE TO THIS CONTRACT" (clause 6).

Local content retention: 2% of monthly payment retained for local content compliance, but clause 15 marked not applicable.

No bid security or advance payment requirements stated in this contract.

Company registration: Must be a company duly registered under the Companies Act (CIPC).

Restricted Enterprise: Must not be listed on the National Treasury's register of tender defaulters or otherwise restricted from contracting with public entities.

Quality certifications: ISO 9001 and ISO 14001 certificates required for seller and sub-contractors.

Tax compliance: Valid VAT registration for invoicing; valid tax invoice per SARS requirements.

Insurance: Adequate insurance coverage for all risks (theft, destruction, loss, damage, death, injury, property); evidence of policies to be provided annually within 30 days of renewal.

B-BBEE: Referenced (BBBEE defined) but no specific level or certificate requirement stated in this contract.

Local content: Obligations and penalties marked "NOT APPLICABLE TO THIS CONTRACT".

No CIDB grading required (stationery supply, not construction).

Condition precedent: Seller must deliver performance bond(s) (if applicable) within 30 days of signature; long-stop date 28 days after signature, after which agreement lapses (clause 5).

Performance bond: 10% of Purchase Amount per goods (Annexure F) but clause 6 states not applicable.

Insurances: Seller must maintain adequate insurance for all risks; provide evidence annually within 30 days of renewal; PRASA may arrange cover if seller fails and recover premiums (clause 7).

Duration: Commences on Effective Date (fulfilment of condition precedent) and continues until Completion Date (end of warranty period) unless terminated earlier (clause 8).

Obligations: Seller supplies goods per specs, ISO 9001/14001, timely delivery, technology transfer; Purchaser pays per schedule, accepts delivery, inspects/tests goods (clause 9).

Purchase amount: Per Pricing Schedule Annexure C (clause 10).

Joint liability: If seller is unincorporated JV, members jointly and severally liable; must notify leader; no change in composition without PRASA consent (clause 11).

Delivery: At delivery points per Annexure A; acceptance procedure; purchaser may reject non-conforming goods; seller must replace/rectify; title passes on delivery, inspection, acceptance and full payment; risk per Incoterms (clause 17).

Payment terms: Per Payment Schedule Annexure B; electronic transfer in ZAR; due on acceptance or 60 days after if delay not seller's fault; seller bears Make Good Charges and licence fees (clause 18).

Invoicing: Valid tax invoice with VAT number, bank details, PRASA vendor number (clause 19).

Quality assurance: Seller and sub-contractors must comply with ISO 9001/14001; quality system subject to PRASA audit; quality certificate within 30 days (clause 20).

Risk of loss: Seller replaces damaged/destroyed goods; purchaser may elect replacement within 30 days (clause 21).

Representations & warranties: Seller warrants not a restricted enterprise, no corruption, validly existing, no material litigation, etc. (clause 22).

Goods warranty: 2 years from Acceptance Date; covers defects in materials, manufacturing, workmanship; excludes wear and tear, misuse, lack of maintenance, accidents; claim within 1 week of defect discovery (clause 23).

Penalty for delays: 0.5% of contract price per day of delay, capped at 10% of contract price; does not relieve obligation to complete (clause 24).

Specifications: Goods must comply with Specification Schedule Annexure D; non-compliance is material breach (clause 25).

Cession/sub-contract: No assignment without consent; cession of payment rights only to registered FSPs/state institutions with CPO and GCEO consent; sub-contracting allowed but seller remains liable and must not dilute bid provisions; seller remains sole point of contact; no effect on tender amount (clause 26).

Change control: Seller may not change shareholding, ownership, constitution, or B-BBEE component without prior written consent of PRASA's CPO and GCEO; breach allows immediate termination (clause 26.4-26.5).

Limitation of liability, default, change of law, force majeure, notices, dispute resolution, confidentiality, entire agreement, variation, severability, independent status, counterparts: standard commercial provisions.