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1. Parties: Identification of buyer and seller with full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, nature of the parties' businesses, and their intentions for the wholesale relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Overview of the wholesale arrangement, territory, and exclusivity terms if any
5. Ordering Process: Procedures for placing and accepting purchase orders, including minimum order quantities
6. Pricing and Payment Terms: Product pricing, payment methods, credit terms, and invoicing procedures
7. Delivery and Acceptance: Delivery terms, timeframes, inspection rights, and acceptance procedures
8. Title and Risk: Transfer of ownership and risk in the goods
9. Warranties and Quality Standards: Product quality specifications, warranties, and compliance with standards
10. Term and Termination: Duration of agreement, renewal terms, and termination rights
11. Confidentiality: Protection of confidential information exchanged during the business relationship
12. Governing Law and Dispute Resolution: Applicable law and methods for resolving disputes
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Forecast Requirements: Used when regular supply is needed, specifying how buyer will provide forecasts of future requirements
2. Storage and Warehousing: Include when seller provides storage facilities or specific storage requirements exist
3. Marketing and Branding: Required when there are specific requirements about how products can be marketed or branded
4. Insurance Requirements: Detailed insurance obligations beyond standard coverage
5. Product Training: Include when seller must provide training on product use or handling
6. Returns and Recalls: Detailed procedures for product returns and recall situations
7. Intellectual Property: Include when IP rights need to be addressed, such as use of trademarks or patents
8. Anti-Corruption Compliance: Required for high-value contracts or when dealing with government-linked entities
9. Force Majeure: Detailed provisions for handling unforeseen events beyond standard provisions
1. Schedule 1 - Product Specifications: Detailed specifications of products covered by the agreement
2. Schedule 2 - Price List: Current prices for all products, including any volume discounts
3. Schedule 3 - Minimum Order Quantities: Specific minimum order quantities for each product
4. Schedule 4 - Delivery Locations: Approved delivery locations and any special delivery requirements
5. Schedule 5 - Quality Standards: Detailed quality standards and testing procedures
6. Schedule 6 - Key Performance Indicators: Performance metrics and measurement criteria
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Technical Requirements: Technical specifications for product handling and storage
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