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1. Parties: Identification of the wholesaler and buyer, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, business relationship, and general purpose of the wholesale arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply and Ordering Process: Procedures for placing orders, minimum order quantities, order confirmation process
5. Pricing and Payment Terms: Price calculation, payment methods, payment timeline, late payment consequences
6. Delivery and Risk: Delivery terms, timeframes, shipping arrangements, transfer of risk, Incoterms if applicable
7. Quality and Inspection: Quality standards, inspection rights, acceptance/rejection procedures
8. Warranties and Representations: Product warranties, quality guarantees, compliance with regulations
9. Term and Termination: Duration of agreement, renewal terms, termination rights and procedures
10. Confidentiality: Protection of confidential information exchanged during the business relationship
11. Liability and Indemnification: Limitation of liability, indemnification obligations, insurance requirements
12. Force Majeure: Events excusing performance, notification requirements, consequences
13. General Provisions: Standard boilerplate clauses including governing law, notices, assignment, entire agreement
1. Exclusivity: Used when parties agree to exclusive trading arrangements or territorial restrictions
2. Intellectual Property: Include when branded products are involved or when IP licenses are part of the arrangement
3. Marketing and Promotion: Required when the agreement includes obligations regarding marketing or promotion of products
4. Storage and Warehousing: Include when specific storage requirements or warehousing arrangements are part of the deal
5. Returns and Recalls: Important for perishable goods or products subject to recall procedures
6. Compliance with Laws: Detailed section needed for regulated products or cross-border trade
7. Data Protection: Required when personal data processing is involved in the business relationship
8. Environmental Compliance: Include for products with environmental implications or requirements
9. Anti-Corruption: Important for international trade or government-related contracts
10. Change Control: Include when frequent changes to specifications or terms are anticipated
1. Product Specifications: Detailed technical specifications of products covered by the agreement
2. Price List: Current prices, discount structures, and pricing review mechanisms
3. Service Levels: Specific performance metrics, delivery times, and quality standards
4. Territory: Definition of geographical areas covered by the agreement
5. Key Contacts: List of key personnel and their roles for both parties
6. Quality Control Procedures: Detailed quality control and testing procedures
7. Order Form Template: Standard form for placing orders under the agreement
8. Compliance Requirements: Specific regulatory or compliance requirements for the products
9. Return Procedures: Detailed procedures for handling returns and rejected goods
10. Special Terms for Specific Products: Product-specific terms or requirements that vary from general terms
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