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Purchase And Sale Agreement For Wholesalers
"I need a Purchase and Sale Agreement for Wholesalers for my pharmaceutical distribution business in New Zealand, with specific provisions for temperature-controlled storage and strict quality control measures, to be implemented by March 2025."
1. Parties: Identification of the wholesaler (seller) and the buyer, including full legal names, company registration numbers, and principal places of business
2. Background: Context of the agreement, nature of the parties' businesses, and general purpose of the wholesale arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement
4. Supply Terms: Core terms governing the supply relationship, including ordering process, minimum order quantities, and lead times
5. Pricing and Payment: Pricing structure, payment terms, invoicing requirements, and GST provisions
6. Delivery and Risk: Terms for delivery, transfer of risk, acceptance procedures, and rejection of non-conforming goods
7. Quality and Compliance: Product quality standards, compliance requirements, and inspection rights
8. Warranties: Warranties regarding product quality, fitness for purpose, and compliance with laws
9. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
10. Confidentiality: Protection of confidential information exchanged during the business relationship
11. Liability and Indemnity: Limitation of liability provisions and indemnification obligations
12. Force Majeure: Provisions dealing with circumstances beyond parties' control affecting performance
13. General Provisions: Standard boilerplate clauses including notices, assignment, governing law, and dispute resolution
1. Intellectual Property: Required when the agreement involves branded products or licensed intellectual property
2. Marketing and Promotion: Include when parties have specific arrangements for marketing or promoting the products
3. Territory Restrictions: Used when the buyer's sales are restricted to specific geographic areas
4. Exclusivity: Include when either party is granted exclusive rights
5. Storage and Handling: Required for products with specific storage or handling requirements
6. Returns and Recalls: Important for products that may require recall procedures or have specific return policies
7. Performance Targets: Include when the agreement includes minimum purchase requirements or sales targets
8. Insurance: Required when specific insurance coverage is necessary for the trading relationship
9. Credit Terms: Include when credit facilities are provided to the buyer
1. Schedule 1: Product Specifications: Detailed specifications of products covered by the agreement
2. Schedule 2: Price List: Current pricing for all products, including any volume-based discounts
3. Schedule 3: Delivery Terms: Specific delivery locations, timeframes, and special handling requirements
4. Schedule 4: Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5: Service Levels: Performance metrics and service level requirements
6. Schedule 6: Authorized Distributors/Locations: List of approved distribution points or retail locations if applicable
7. Appendix A: Order Form Template: Standard form for placing orders under the agreement
8. Appendix B: Returns Procedure: Detailed process for handling product returns and claims
Authors
Business Day
Commencement Date
Confidential Information
Delivery Location
Delivery Terms
Force Majeure Event
GST
Intellectual Property Rights
Invoice
Lead Time
Minimum Order Quantity
Order
Order Confirmation
Price List
Products
Product Specifications
Purchase Order
Quality Standards
Related Companies
Representatives
Service Levels
Supplier
Supply Terms
Term
Territory
Trade Terms
Trading Hours
Unit Price
Volume Discount
Warehouse
Wholesale Price
Working Hours
Business-to-Business Transaction
Acceptance Criteria
Authorized Representative
Default Event
Payment Terms
Performance Standards
Purchase Price
Returns Policy
Storage Requirements
Supply Chain
Trading Account
Trading Terms
Transport Documents
Warehousing Terms
Interpretation
Supply Obligations
Ordering Process
Pricing
Payment Terms
GST
Delivery
Risk and Title
Quality Standards
Product Specifications
Minimum Order Requirements
Warranties
Acceptance and Rejection
Storage and Handling
Returns and Replacements
Credit Terms
Performance Standards
Territory Restrictions
Exclusivity
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Term
Termination
Insurance
Liability
Indemnification
Assignment
Subcontracting
Compliance with Laws
Dispute Resolution
Governing Law
Notices
Relationship of Parties
Entire Agreement
Variation
Severability
Waiver
Marketing and Promotion
Record Keeping
Audit Rights
Product Recall
Business Continuity
Retail
Manufacturing
Fast-Moving Consumer Goods (FMCG)
Electronics
Automotive Parts
Food and Beverage
Pharmaceuticals
Construction Materials
Textiles and Apparel
Industrial Equipment
Agricultural Products
Medical Supplies
Legal
Procurement
Commercial
Supply Chain
Operations
Sales
Finance
Logistics
Business Development
Compliance
Contract Management
Procurement Manager
Commercial Director
Supply Chain Manager
Sales Director
Business Development Manager
Operations Manager
Contract Manager
Chief Commercial Officer
Purchasing Manager
Wholesale Account Manager
Legal Counsel
Chief Financial Officer
Trading Manager
Category Manager
Logistics Manager
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