Wholesale Broker Agreement Template for India

The Wholesale Broker Agreement is essential for businesses operating in India's wholesale trade sector that rely on brokers to facilitate large-scale commercial transactions. This document is typically used when a company needs to formally engage a wholesale broker to act as an intermediary in trade transactions, establishing clear parameters for the broker's authority, responsibilities, and compensation. The agreement ensures compliance with Indian regulatory requirements, including those under the Indian Contract Act, GST regulations, and sector-specific rules. It's particularly important in industries where significant transaction volumes are handled through brokers, such as commodities, manufacturing, or distribution. The document addresses key aspects such as commission structures, compliance obligations, risk management, and dispute resolution mechanisms, while incorporating necessary safeguards for both parties under Indian law.

1. Parties: Identification of the principal company and the broker, including their registered addresses and company details

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Appointment and Scope: Terms of broker's appointment and detailed scope of brokerage services

5. Broker's Authority: Extent and limitations of broker's authority to act on behalf of the principal

6. Duties and Obligations: Detailed responsibilities of the broker including reporting, compliance, and service standards

7. Commission Structure: Details of brokerage fees, commission rates, and payment terms

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

9. Compliance and Regulations: Obligations to comply with relevant Indian laws and regulations

10. Representations and Warranties: Standard and specific warranties from both parties

11. Confidentiality: Protection of confidential information and trade secrets

12. Indemnity and Liability: Risk allocation and limitation of liability provisions

13. Force Majeure: Provisions for unforeseen circumstances affecting performance

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability