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Wholesale Contract Template for Ireland

A comprehensive commercial agreement governed by Irish law that establishes the terms and conditions for wholesale trading relationships between suppliers and buyers. This document incorporates key provisions required under Irish commercial law, including the Sale of Goods and Supply of Services Act 1980 and relevant EU regulations. It covers essential elements such as ordering procedures, pricing mechanisms, delivery terms, quality standards, risk allocation, and compliance requirements. The agreement is structured to provide clear operational guidelines while ensuring regulatory compliance within the Irish and EU legal framework.

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What is a Wholesale Contract?

This Wholesale Contract template is designed for use in establishing formal trading relationships between suppliers and commercial buyers operating under Irish law. It is particularly suitable for businesses engaged in bulk supply arrangements, regular trading relationships, and ongoing commercial supply chains. The contract incorporates essential provisions required by Irish commercial law, including compliance with the Sale of Goods and Supply of Services Act 1980, Competition Act 2002, and relevant EU regulations. This document should be used when parties need to formalize their wholesale trading relationship, establish clear commercial terms, and ensure regulatory compliance. It includes comprehensive provisions for ordering, pricing, delivery, quality control, risk allocation, and dispute resolution, making it suitable for both domestic Irish trade and international commerce where Irish law governs the relationship.

What sections should be included in a Wholesale Contract?

1. Parties: Identification and details of the wholesaler and buyer, including registered addresses and company numbers

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Supply Obligations: Core obligations of the wholesaler to supply and the buyer to purchase goods

5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities

6. Pricing and Payment: Price determination, payment terms, invoicing procedures, and late payment consequences

7. Delivery and Risk: Delivery terms, transfer of risk, acceptance procedures, and rejection rights

8. Quality and Compliance: Quality standards, warranties, and compliance with applicable regulations

9. Title and Risk: Transfer of title, retention of title provisions, and risk allocation

10. Term and Termination: Duration of agreement, renewal provisions, and termination rights

11. Liability and Indemnity: Limitation of liability, indemnification obligations, and insurance requirements

12. Force Majeure: Events excusing performance and procedures for handling force majeure situations

13. Confidentiality: Protection of confidential information and trade secrets

14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

What sections are optional to include in a Wholesale Contract?

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

2. Exclusivity: Include when either party is granted exclusive rights in specific territories or product lines

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

4. Storage and Warehousing: Include for agreements involving storage obligations or specific handling requirements

5. Returns and Recalls: Necessary for products that may require return procedures or potential recall situations

6. Intellectual Property: Include when branded products or licensed materials are involved

7. Data Protection: Required when personal data processing is involved in the wholesale relationship

8. Competition Compliance: Include for agreements that need specific competition law compliance provisions

9. Credit Terms: Used when specific credit arrangements or credit limits are agreed

10. Service Levels: Include when specific performance metrics or service levels are required

What schedules should be included in a Wholesale Contract?

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

2. Schedule 2 - Order and Delivery Specifications: Detailed procedures for ordering, delivery timeframes, and logistics requirements

3. Schedule 3 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria

4. Schedule 4 - Service Levels: Detailed service level requirements and measurement criteria

5. Schedule 5 - Technical Specifications: Product technical specifications and compliance requirements

6. Schedule 6 - Territory Definition: Detailed description of geographical territories if applicable

7. Schedule 7 - Key Contacts: List of key personnel and contact details for both parties

8. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements

9. Appendix B - Forms and Templates: Standard forms for ordering, complaints, returns, etc.

Authors

Alex Denne

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

Jurisdiction

Ireland

Publisher

Genie AI

Cost

Free to use

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