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Resale Price Maintenance Agreement for South Africa

Resale Price Maintenance Agreement Template for South Africa

A specialized commercial agreement governed by South African law that establishes the framework for pricing practices between suppliers and resellers. The document carefully navigates the requirements of the Competition Act 89 of 1998, which prohibits minimum resale price maintenance while allowing for recommended prices and maximum price caps. It includes provisions for pricing mechanisms, compliance requirements, quality control standards, and territory restrictions, all structured to ensure compliance with South African competition law while protecting legitimate business interests.

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What is a Resale Price Maintenance Agreement?

The Resale Price Maintenance Agreement is a crucial document for businesses operating in South Africa's distribution sector, particularly where maintaining pricing structure and brand value is essential. This agreement must carefully comply with South Africa's Competition Act 89 of 1998, which strictly prohibits minimum resale price maintenance while allowing certain other pricing practices. The document is typically used when a manufacturer or supplier needs to establish clear guidelines for product pricing with their distributors or retailers, while ensuring compliance with competition law. It includes provisions for recommended retail prices, maximum price caps, territory restrictions, quality standards, and marketing requirements. The agreement is particularly important in sectors where consistent pricing strategies are crucial for brand positioning, but must be structured to avoid any practices that could be considered anti-competitive under South African law.

What sections should be included in a Resale Price Maintenance Agreement?

1. Parties: Identification of the supplier/manufacturer and the reseller/distributor, including their registered details and representatives

2. Background: Context of the business relationship and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including 'Products', 'Territory', 'Recommended Price', 'Maximum Price', etc.

4. Appointment and Scope: Designation of the reseller and the territory/market in which they may operate

5. Pricing Provisions: Clear stipulation of pricing mechanisms, focusing on permissible practices like suggested retail prices or maximum prices

6. Competition Law Compliance: Explicit acknowledgment of competition law requirements and prohibited practices

7. Supply Terms: Terms and conditions for the supply of products, including ordering process and delivery

8. Quality Control: Standards for product handling, storage, and display

9. Marketing and Promotion: Guidelines for advertising and promotion of products

10. Intellectual Property: Usage rights and restrictions regarding trademarks and other IP

11. Term and Termination: Duration of agreement and circumstances for termination

12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

What sections are optional to include in a Resale Price Maintenance Agreement?

1. Training and Support: Details of supplier support services - include when significant technical or sales training is required

2. Performance Targets: Sales targets and performance metrics - include when specific performance standards are required

3. Audit Rights: Rights to audit reseller's compliance - include for high-value or sensitive products

4. Data Protection: Provisions for handling customer data - include when personal data is processed

5. Export Control: Export restrictions and compliance - include for international distribution

6. Non-Competition: Restrictions on competing products - include when exclusive distribution is granted

7. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-value agreements

What schedules should be included in a Resale Price Maintenance Agreement?

1. Product List: Detailed list of products covered by the agreement with specifications

2. Pricing Schedule: List of wholesale prices and recommended retail prices

3. Territory Definition: Detailed description or map of authorized sales territory

4. Quality Standards: Detailed quality control and handling requirements

5. Marketing Guidelines: Specific requirements for product marketing and brand usage

6. Performance Metrics: Detailed performance targets and measurement criteria

7. Compliance Checklist: Competition law compliance guidelines and checklist

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

South Africa

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions






























Clauses






























Relevant Industries

Retail

Consumer Goods

Luxury Goods

Electronics

Automotive

Pharmaceuticals

Fashion and Apparel

Cosmetics

Home Appliances

Sporting Goods

Food and Beverage

Industrial Equipment

Relevant Teams

Legal

Commercial

Sales

Compliance

Distribution

Retail Operations

Business Development

Supply Chain

Marketing

Finance

Risk Management

Relevant Roles

Commercial Director

Sales Manager

Legal Counsel

Compliance Officer

Business Development Manager

Distribution Manager

Retail Operations Manager

Channel Manager

Brand Manager

Pricing Analyst

Contract Manager

Competition Law Specialist

Chief Commercial Officer

Supply Chain Manager

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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