A supply contract is only as good as the clauses you reach for when something goes wrong — a cargo is off-spec, a buyer doesn’t pay, a port is closed. A handshake and an invoice are not enough for a business that moves cargo worth hundreds of thousands of dollars at a time. These are the provisions that decide whether a contract actually holds.
Title, risk and delivery
Be explicit about when title (ownership) and risk (responsibility for loss) pass, and at what point — at the depot, on collection, at a delivery point. Title and risk need not pass at the same moment, and the gap matters: it decides who bears a loss in transit and who can pledge the cargo as security while a facility is outstanding. Tie delivery to a defined point and a measurable quantity.
Quality and specification
- Specify the product against the applicable national fuel specification, and tie quality to the cargo’s certificate of quality at the point of delivery.
- Prohibit adulteration, blending and mislabelling explicitly — both to protect the buyer and to meet regulatory expectations.
- Set out how quality disputes are tested and resolved (independent inspection, sampling) before liability is decided.
Payment, security and default
Decide whether supply is on prepayment, cash on delivery or credit, and if credit, set a credit limit and the right to withhold deliveries when it is exceeded or an invoice is overdue. Provide for interest on late payment and require payment in full without set-off. Define what counts as default — non-payment, insolvency, loss of a licence — and what each party can do about it, including suspension and termination.
Force majeure and the things outside your control
Fuel supply is exposed to events no party controls — port closures, shipping disruption, regulatory change, currency measures. A force-majeure clause allocates that risk: it suspends affected obligations while the event continues, sets a long-stop after which either party can walk away, and should make clear that payment obligations already accrued are not excused.
Compliance, governing law and disputes
Build in the regulatory confirmations the sector requires — ZERA licensing for the relevant activity and RBZ exchange-control compliance for foreign-currency flows — and choose a governing law and forum deliberately. For cross-border cargo a neutral, predictable governing law and a clear dispute-resolution route (court or arbitration) avoid a second fight about where the first fight happens.
The Fuel Distributor Agreement and Trade Finance Term Sheet templates on petrol.co.zw include these provisions, parameterised so you can set the governing law and key terms and generate a clean PDF. They are starting points for ordinary business use — have a real contract reviewed by qualified counsel before you sign.