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Whole Sale Contract Template for Australia

An Australian Wholesale Contract is a comprehensive commercial agreement governing the bulk sale and purchase of goods between businesses. This document, structured under Australian commercial law and regulated primarily by the Competition and Consumer Act 2010 (Cth), establishes the terms and conditions for wholesale trading relationships. It covers essential elements including pricing structures, minimum order quantities, delivery terms, quality standards, payment terms, and risk allocation. The agreement incorporates specific provisions required under Australian law while addressing practical commercial considerations relevant to wholesale trading operations.

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What is a Whole Sale Contract?

The Whole Sale Contract is a fundamental commercial document used in Australian business operations for establishing and governing bulk trading relationships between suppliers and purchasers. This agreement is particularly crucial when businesses engage in regular, large-scale transactions of goods for commercial purposes. The document is designed to comply with Australian federal and state legislation, including the Competition and Consumer Act 2010 (Cth) and relevant state-based Sale of Goods Acts. It typically includes comprehensive terms covering ordering processes, pricing mechanisms, delivery arrangements, quality standards, and risk allocation. The Whole Sale Contract is essential for businesses seeking to establish clear, legally compliant trading relationships while managing commercial risks and operational requirements in the Australian market.

What sections should be included in a Whole Sale Contract?

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

2. Background: Context of the wholesale arrangement, business relationship, and general purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules for interpreting the contract

4. Supply Obligations: Core obligations of the wholesaler to supply products and the buyer's commitment to purchase

5. Ordering Process: Procedures for placing, accepting, and fulfilling orders

6. Pricing and Payment Terms: Product pricing structure, payment terms, invoicing requirements, and payment methods

7. Delivery and Risk: Delivery terms, transfer of risk, acceptance procedures, and delivery timeframes

8. Quality and Compliance: Product quality standards, compliance requirements, and inspection rights

9. Warranties: Warranties regarding products, compliance with laws, and fitness for purpose

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Confidentiality: Protection of confidential information and trade secrets

12. Liability and Indemnity: Limitation of liability and indemnification obligations

13. Force Majeure: Provisions for handling events beyond parties' reasonable control

14. Dispute Resolution: Process for resolving disputes between parties

15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Whole Sale Contract?

1. Minimum Purchase Commitments: Used when the buyer commits to minimum purchase volumes or values

2. Exclusivity Arrangements: Include when there are exclusive territory or supply arrangements

3. Marketing and Promotion: Required when parties have specific marketing obligations or restrictions

4. Returns and Recalls: Include for products that may require specific return or recall procedures

5. Insurance Requirements: Used when specific insurance coverage is required from either party

6. Intellectual Property: Include when IP rights, licenses, or brand usage are relevant

7. Distribution Requirements: Used when specific distribution channels or methods are mandated

8. Training and Support: Include when the wholesaler provides product training or technical support

9. Performance Metrics: Used when specific KPIs or service levels are required

10. Change Control: Include for contracts requiring formal processes for changes to products or terms

What schedules should be included in a Whole Sale Contract?

1. Schedule 1 - Product List and Pricing: Detailed list of products, specifications, and pricing structure

2. Schedule 2 - Service Level Agreement: Specific performance metrics, response times, and service standards

3. Schedule 3 - Order and Delivery Procedures: Detailed procedures for ordering, delivery, and logistics

4. Schedule 4 - Quality Standards and Specifications: Detailed product quality requirements and testing procedures

5. Schedule 5 - Territories and Locations: Defined geographic areas or locations for the wholesale arrangement

6. Schedule 6 - Rebates and Discounts: Structure and calculation of any rebates or volume discounts

7. Schedule 7 - Reporting Requirements: Templates and requirements for regular reporting

8. Appendix A - Forms and Templates: Standard forms for orders, returns, and other operational processes

9. Appendix B - Contact Details: Key contacts and escalation procedures for both parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok˰ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Australia

Publisher

tiktok˰

Document Type

Sales Agreement

Sector

Cost

Free to use

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