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1. Parties: Identification of buyer and seller with full legal names, license numbers, and addresses
2. Background: Context of the wholesale arrangement and business relationship
3. Definitions: Key terms used throughout the agreement including product specifications, delivery terms, and commercial terminology
4. Scope of Agreement: Details of products, quantities, and general terms of sale
5. Price and Payment Terms: Pricing structure, payment schedule, and payment methods compliant with UAE banking regulations
6. Delivery and Acceptance: Terms for delivery, inspection, and acceptance of goods
7. Title and Risk: Transfer of ownership and risk allocation
8. Warranties and Representations: Product quality guarantees and business authority representations
9. Term and Termination: Duration of agreement and termination conditions
10. Confidentiality: Protection of business information and trade secrets
11. Dispute Resolution: Process for resolving disputes under UAE law
12. Governing Law: Specification of UAE law as governing law and jurisdiction
13. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Minimum Purchase Requirements: Used when establishing ongoing wholesale relationships with minimum volume commitments
2. Exclusivity Provisions: Include when granting exclusive distribution or purchase rights for specific territories
3. Storage and Warehousing: Required when agreement includes storage arrangements or specific warehousing requirements
4. Insurance Requirements: Detailed insurance obligations when dealing with high-value goods or specific risk factors
5. Quality Control Procedures: Include for products requiring specific quality maintenance or testing procedures
6. Return and Refund Policy: Specific terms for product returns and refunds in wholesale context
7. Intellectual Property Rights: Include when products involve branded goods or licensed materials
8. Competition Restrictions: Non-compete and territory restrictions where applicable under UAE law
1. Schedule 1 - Product Specifications: Detailed description of products including SKUs, specifications, and packaging requirements
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, volume discounts, and payment terms
3. Schedule 3 - Delivery Schedule: Timing and logistics of deliveries, including quantities and locations
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Storage Requirements: Specific storage and handling requirements for the products
6. Appendix A - Form of Purchase Order: Standard form for placing orders under the agreement
7. Appendix B - Acceptance Certificate: Standard form for confirming receipt and acceptance of goods
8. Appendix C - Product Return Form: Standard form for processing returns and rejections
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