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Wholesale Assignment Contract Template for Singapore

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Key Requirements PROMPT example:

Wholesale Assignment Contract

"Need a Wholesale Assignment Contract under Singapore law to transfer our wholesale distribution rights for electronic components to ABC Trading Pte Ltd, including all existing supply agreements and receivables, with completion targeted for March 2025."

What is a Wholesale Assignment Contract?

The Wholesale Assignment Contract serves as a crucial document in Singapore's commercial landscape, enabling businesses to transfer wholesale trading rights, supply agreements, or receivables. This contract type is particularly vital when restructuring distribution networks, selling business units, or reorganizing supply chains. The document, compliant with Singapore law, includes comprehensive details about the rights being assigned, warranties, consideration, and any conditions precedent. It's commonly used in situations requiring the formal transfer of wholesale trading arrangements, ensuring legal certainty and protection for all parties involved.

What sections should be included in a Wholesale Assignment Contract?

1. Parties: Details of assignor and assignee, including registration numbers if companies

2. Background: Context of the assignment and original rights/assets being assigned

3. Definitions: Key terms used throughout the agreement

4. Assignment: Core terms of the assignment, including scope and effective date

5. Consideration: Details of payment or other consideration for the assignment

6. Warranties and Representations: Assignor's warranties regarding ownership and right to assign

7. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction

What sections are optional to include in a Wholesale Assignment Contract?

1. Further Assurance: Obligation to execute additional documents if needed - used for complex assignments requiring additional documentation

2. Tax Provisions: Allocation of tax liabilities - used when significant tax implications exist

3. Confidentiality: Protection of sensitive information - used when assignment involves confidential information

What schedules should be included in a Wholesale Assignment Contract?

1. Schedule 1 - Assigned Rights: Detailed description of rights/assets being assigned

2. Schedule 2 - Form of Notice: Template notice to inform relevant third parties of the assignment

3. Schedule 3 - Existing Encumbrances: List of any existing charges or encumbrances on assigned rights

4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms for assignments with complex payment structures

Authors

Alex Denne

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

Relevant legal definitions

























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Industries

Civil Law Act (Cap. 43): Primary legislation governing contracts and assignments in Singapore, including requirements for writing and formalities in contractual relationships

Singapore Contract Law: Common law principles and statutory provisions governing contract formation, execution, and enforcement in Singapore

Sale of Goods Act (Cap. 393): Legislation governing contracts involving goods and merchandise, including terms relating to title, quality, and delivery

Companies Act (Cap. 50): Legislation governing corporate entities, including requirements for corporate execution of documents and business operations

Assignment Law Principles: Legal principles governing assignability of rights, notice requirements, and distinctions between legal and equitable assignments

Consumer Protection (Fair Trading) Act: Legislation protecting consumer interests and ensuring fair trading practices, which may be relevant even in wholesale contexts

Competition Act (Cap. 50B): Legislation ensuring fair competition and prohibiting anti-competitive practices in business transactions

Goods and Services Tax Act: Tax legislation governing GST implications of wholesale transactions in Singapore

International Trade Laws: Laws governing cross-border transactions, including INCOTERMS for international trade terms and conditions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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