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Wholesale Contract
"I need a Wholesale Contract for my electronics manufacturing company to supply computer components to distributors across New Zealand, with a focus on quality control standards and minimum order quantities, starting from March 2025."
1. Parties: Identification of the supplier and wholesaler with full legal entity details
2. Background: Context of the wholesale arrangement and brief description of each party's business
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Supply Obligations: Core obligations of supplier to provide products and wholesaler to purchase
5. Ordering Process: Procedures for placing and accepting orders, lead times, and minimum order quantities
6. Pricing and Payment: Pricing structure, payment terms, invoicing requirements, and price review mechanisms
7. Delivery and Risk: Delivery terms, transfer of risk, acceptance procedures, and rejection rights
8. Quality Requirements: Product specifications, quality standards, and compliance requirements
9. Term and Termination: Duration of agreement, renewal provisions, and termination rights
10. Warranties: Product warranties and standard of service warranties
11. Liability and Indemnity: Limitation of liability and indemnification obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Intellectual Property: Required when branded products or licensed materials are involved in the wholesale arrangement
2. Marketing and Promotion: Include when parties have specific marketing obligations or restrictions
3. Territory Restrictions: Necessary when wholesaler's territory is limited or exclusive
4. Stock Management: Include when specific inventory levels must be maintained
5. Insurance: Required for high-value products or when specific insurance coverage is needed
6. Product Development: Include when parties collaborate on product development or customization
7. Compliance with Standards: Required for regulated products or specific industry standards
8. Distribution Network: Include when controlling sub-distribution or resale channels
9. Force Majeure: Optional but recommended for long-term supply arrangements
1. Schedule 1 - Product List: Detailed list of products covered by the agreement with specifications
2. Schedule 2 - Price List: Current prices and any volume-based discounts
3. Schedule 3 - Service Levels: Specific performance metrics and service standards
4. Schedule 4 - Order Process: Detailed ordering procedures and forms
5. Schedule 5 - Quality Standards: Detailed quality specifications and testing procedures
6. Schedule 6 - Territory Map: If applicable, detailed description or map of territory
7. Schedule 7 - Key Contacts: List of key personnel and their roles
8. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements
Authors
Business Day
Commencement Date
Confidential Information
Delivery Location
Delivery Terms
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Key Performance Indicators
Lead Time
Minimum Order Quantity
Order
Payment Terms
Price List
Products
Product Specifications
Purchase Order
Quality Standards
Related Companies
Representatives
Service Levels
Supplier's Marks
Supply Terms
Territory
Term
Trade Marks
Warranties
Wholesaler's Account
Working Hours
Ordering Process
Pricing
Payment Terms
Delivery
Risk and Title
Quality Standards
Product Specifications
Warranties
Stock Management
Territory Rights
Performance Standards
Term
Termination
Force Majeure
Intellectual Property
Confidentiality
Liability
Indemnification
Insurance
Dispute Resolution
Assignment
Subcontracting
Compliance with Laws
Record Keeping
Audit Rights
Marketing and Promotion
Exclusivity
Competition Restrictions
Notices
Entire Agreement
Variation
Severability
Governing Law
GST and Taxation
Relationship of Parties
Retail
Fast-Moving Consumer Goods (FMCG)
Manufacturing
Agriculture and Food
Pharmaceutical
Electronics and Technology
Construction Materials
Automotive Parts
Industrial Equipment
Textiles and Apparel
Legal
Procurement
Supply Chain
Operations
Sales
Commercial
Compliance
Quality Assurance
Distribution
Finance
Business Development
Commercial Director
Procurement Manager
Supply Chain Manager
Legal Counsel
Operations Manager
Sales Director
Business Development Manager
Contract Administrator
Compliance Officer
Distribution Manager
Category Manager
Purchasing Officer
Account Manager
Quality Assurance Manager
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