Wholesale Purchase And Sale Agreement Template for Australia

The Wholesale Purchase And Sale Agreement is a fundamental commercial document used in Australian business transactions where one party agrees to supply goods in bulk or wholesale quantities to another party for commercial purposes. This agreement is particularly relevant for businesses engaged in regular, large-scale trading relationships and requires careful consideration of Australian commercial law, including the Competition and Consumer Act 2010, relevant state legislation, and industry-specific regulations. The document typically includes detailed provisions for pricing mechanisms, quality standards, delivery schedules, minimum purchase commitments, and risk allocation. It's designed to provide clarity and certainty in B2B relationships while ensuring compliance with Australian legal requirements and commercial practices.

1. Parties: Identification of the seller and buyer, including ABN/ACN and registered addresses

2. Background: Context of the agreement, including the seller's business, buyer's business, and purpose of the arrangement

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

4. Term and Renewal: Duration of the agreement, renewal options, and termination dates

5. Supply Obligations: Core obligations regarding the supply and purchase of products

6. Ordering Process: Procedures for placing and accepting orders, lead times, and order modifications

7. Price and Payment: Pricing structure, payment terms, invoicing requirements, and GST provisions

8. Delivery and Risk: Delivery terms, risk transfer, acceptance procedures, and Incoterms if applicable

9. Quality and Specifications: Product specifications, quality standards, and compliance requirements

10. Warranties: Product warranties, fitness for purpose, and compliance with laws

11. Title and Risk: Transfer of title, retention of title provisions, and risk allocation

12. Compliance with Laws: Obligations to comply with relevant laws, licenses, and permits

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

14. Confidentiality: Protection of confidential information and trade secrets

15. Liability and Indemnity: Limitation of liability, indemnities, and insurance requirements

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

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

18. General Provisions: Standard boilerplate clauses including notices, assignment, and variation