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Wholesale Agreement template
Wholesale Agreement sample


What is Wholesale Agreement?

Wholesale Agreement A Wholesale Agreement governs wholesale transactions, specifying terms for purchasing and reselling goods, pricing, payment terms, and order quantities.



Sample template:



Wholesale Agreement




This Wholesale Agreement (hereinafter referred to as the "Agreement") is entered into as of [Effective_Date], by and between GlobalTrade Solutions Inc., having its principal place of business at [Address] (hereinafter referred to as the "Buyer"), and Pacific Imports Co., having its principal place of business at [Address] (hereinafter referred to as the "Seller").

1. Purchase and Sale of Goods

1.1. Products


The Seller shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, goods described in Exhibit A attached hereto (the "Goods") pursuant to the terms and conditions contained in this Agreement.



1.2. Minimum Order Quantity


The Buyer shall purchase a minimum order quantity of [Min_Order_Quantity] units of the Goods per order. All orders shall be placed in writing in the form of a purchase order and subject to acceptance by the Seller.



1.3. Exclusivity


None of the arrangements under this Agreement shall grant the Buyer any exclusivity rights in purchasing the Goods from the Seller, unless agreed upon in writing by both Parties.



2. Prices and Payments

2.1. Pricing


The purchase price for the Goods shall be as set forth in Exhibit B attached hereto, and the prices shall be in United States Dollars (USD). The Seller reserves the right to change the prices of the Goods, in its sole discretion, with prior written notice to the Buyer. Such price changes shall not affect any purchase orders accepted by the Seller before the new prices take effect.



2.2. Payment Terms


Payment for the Goods shall be due within [Payment_Term_Days] days from the date of the Seller's invoice. If payment is not received by the due date, the Seller may, at its discretion, charge a late fee of [Late_Fee_Percentage] percent (%) per month on the overdue amount, not to exceed the maximum allowed by law. The Buyer shall make all payments to the Seller by wire transfer to the Seller’s account specified in writing, or by such other method as may be mutually agreed upon by the Parties.



3. Delivery and Risk of Loss

3.1. Delivery


Delivery of the Goods shall be made by the Seller to the address specified by the Buyer in the purchase order, or as otherwise agreed upon by the Parties. The Buyer shall bear all transportation costs, insurance, and any other costs associated with the delivery of the Goods unless otherwise agreed in writing by the Parties.



3.2. Risk of Loss


Risk of loss or damage to the Goods shall pass to the Buyer upon delivery of the Goods at the Buyer's specified address or when the Buyer takes possession of the Goods, whichever occurs first.



4. Inspection and Acceptance

Upon receipt of the Goods, the Buyer shall inspect the Goods and notify the Seller in writing within [Inspection_Period_Days] days of any non-conformity, defect, or shortage. If the Buyer fails to provide such notice within the specified time, the Goods shall be deemed accepted, and the Buyer shall not be entitled to reject the Goods or claim any remedy for breach of contract or other damages due to non-conformity, defect, or shortage.



5. Warranty

The Seller warrants that the Goods shall be free from material defects in workmanship and materials and shall conform to the specifications stated in Exhibit A for a period of [Warranty_Period_Days] days from the date of delivery. The Buyer's sole and exclusive remedy for any breach of the warranty shall be the repair, replacement, or refund of the purchase price of the defective Goods, at the Seller's option. This warranty does not cover any damages caused by misuse, neglect, accident, or improper installation or maintenance by the Buyer or any third party.



6. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States of America. Any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration in accordance with the rules of the American Arbitration Association, and the judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.



7. Miscellaneous

7.1. Entire Agreement


This Agreement, including its Exhibits, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, promises, covenants, agreements or representations, whether written or oral, relating to the subject matter hereof. This Agreement may only be amended by a written agreement signed by both Parties.



7.2. Assignment


Neither Party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.



7.3. Waiver and Severability


Any failure or delay by either Party in enforcing any provision of this Agreement shall not be construed as a waiver of such provision or any other provision of this Agreement. If any provision of this Agreement is held to be unenforceable or invalid for any reason, the remaining provisions shall continue in full force and effect.





IN WITNESS WHEREOF, the Parties hereto have caused this Wholesale Agreement to be executed by their duly authorized representatives as of the date first above written.



GlobalTrade Solutions Inc. Pacific Imports Co.




By: ______________________ By: ______________________
Name: ____________________ Name: ____________________
Title: ___________________ Title: ___________________

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Sections of a Wholesale Agreement


In this Wholesale Agreement, you will see the following sections:

  1. Purchase and Sale of Goods
  2. Prices and Payments
  3. Delivery and Risk of Loss
  4. Inspection and Acceptance
  5. Warranty
  6. Governing Law and Dispute Resolution
  7. Miscellaneous


Summary of the sections:

  1. Purchase and Sale of Goods : This section outlines the products being sold, the minimum order quantity, and whether the buyer has exclusive rights to purchase the goods. Think of it as the "what" and "how much" of the agreement.

  2. Prices and Payments : This section details the pricing of the goods, any potential price changes, and the payment terms. It's like the "how much does it cost" and "when do I need to pay" part of the agreement.

  3. Delivery and Risk of Loss : This section explains how the goods will be delivered and who is responsible for any loss or damage during transportation. It's like the "how do I get it" and "who's responsible if something goes wrong" part of the agreement.

  4. Inspection and Acceptance : This section describes the buyer's responsibility to inspect the goods upon delivery and report any issues within a specified time frame. It's like the "check your order" and "speak now or forever hold your peace" part of the agreement.

  5. Warranty : This section outlines the warranty provided by the seller, covering any defects in the goods and the buyer's remedies if a defect is found. It's like the "guarantee" and "what happens if something is wrong" part of the agreement.

  6. Governing Law and Dispute Resolution : This section specifies the governing law for the agreement and how any disputes will be resolved. It's like the "rules of the game" and "how we'll settle disagreements" part of the agreement.

  7. Miscellaneous : This section covers various additional terms, such as the entire agreement, assignment, and waiver and severability. It's like the "fine print" and "other important details" part of the agreement.

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