[{"data":1,"prerenderedAt":517},["ShallowReactive",2],{"document-wholesale-agreement-D12707":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":516},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"WHOLESALE AGREEMENT This Wholesale Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME] (the \"Customer\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] All sales made by [COMPANY NAME] (\"Seller\") to you (\"Customer\") are governed by these Terms and Conditions of Sale unless otherwise indicated by [COMPANY NAME] in writing. Please read these Terms and Conditions thoroughly before applying for wholesale pricing The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. Seller shall not accept Customer's purchase orders unless and until Customer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Customer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Customer. Distribution grant Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute [COMPANY NAME] products subject to all terms and conditions set forth in this Agreement. Customer shall not, directly or indirectly, including through any agents, distribute, market, sell or solicit orders for any [COMPANY NAME] products on any of the third-party selling platform, including, but not limited to [SPECIFY]. Customer further covenants and agrees not to distribute, market or sell [COMPANY NAME] products to any person if the Customer knows or has any reason to believe that such [COMPANY NAME] product will be resold by such person, directly or indirectly, on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY]. If Customer becomes aware that any person to whom Customer supplies any [COMPANY NAME] product is marketing or selling, or is planning to market or sell, the [COMPANY NAME] product on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY], Customer shall immediately notify Seller and shall cease forthwith to supply such person with [COMPANY NAME] product. Method of ordering Once the Customer's account has been established and a Wholesale Agreement has been signed, [COMPANY NAME] will configure the Customer's account so that the customer has access to [COMPANY NAME] wholesale prices through the online store. The Customer must place the wholesale order online via our website and the wholesale account will only provide access to wholesale products. Acceptance of orders All orders placed by Customer are subject to Seller's acceptance. Seller hereby reserves the right to reject any order, in whole, or in part, for any reason whatsoever. Minimum original order The minimum original order is $ [SPECIFY] and must be paid to the Seller by the Customer by [SPECIFY TYPE OF PAYMENT METHOD]. The seller accepts [VISA/MASTERCARD/OTHER] as acceptable credit cards for initial orders. For credit card purchases, 100% of purchase price will be billed at the time of shipment. Order will generally be shipped within [SPECIFY] days of placing the order. If more lead time is needed, Customer will be notified within [SPECIFY] days. Minimum re-order The minimum re-order amount is $ [SPECIFY]. Terms may be extended by the Seller to the Customer for reorders as outlined below. For credit card purchases, 100% of the purchase price will be billed at the time the goods are ready to be shipped. Payments [COMPANY NAME] accept any of the following methods of payment for wholesale accounts: Credit card (Visa, MC, etc.) Bank wire transfer Paypal Certified cashier's check from major banking institution COD payments are not accepted. All wholesale account payments will be subject to a \"waiting\" period to verify clearance of the funds before any shipment will be made. After the funds have been properly verified as released and deposited to Seller's accounts, shipment of requested products will be sent. All orders must be paid in full at time of purchase. Seller will not ship any order that is unpaid Shipping Orders will be shipped by the Seller via UPS, DHL, FedEx or another company. Alternatively, orders may be shipped by any method arranged for by the Customer. [COMPANY NAME] will try to accommodate all rush orders. Most small orders, up to [SPECIFY] units, are shipped within [SPECIFY] business days after order and payment are received. Special orders and backorders will require additional time and can be estimated at the customer's request on a case by case basis. Actual shipping time is contingent upon availability of goods and credit verification. Seller will not be responsible for shipping delays caused by a carrier. Notice of defects The Customer is responsible for inspecting the goods upon receipt. Any goods with visible damage must be reported to the Seller, upon receipt of the goods, in the customer's warehouse. The Customer shall notify the Seller in writing, within 5 days of receipt of the goods by the Customer, of any claim for damage resulting from any defect in the goods discovered by the Customer, including, without limitation, claims relating to missing parts, quality, or specifications. The Seller is not responsible for missing parts when deliveries are intended for a third party other than the Customer. Acceptance of late or defective merchandise Failure by the Customer to provide written notice of a claim, as set out in these Terms and Conditions of Sale, constitutes a waiver of any future claim that the Customer may have for damages resulting from such defects, including late delivery. Changes to pricing & products Prices are subject to change without notice. All goods will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability. Confidentiality Customer shall not disclose and shall otherwise maintain the confidentiality of all pricing information, terms, and advance product information supplied by the seller",null,"Wholesale Agreement","6",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/wholesale-agreement-D12707.png","https://templates.business-in-a-box.com/imgs/250px/12707.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12707.xml",{"title":15,"description":6},"wholesale agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Wholesale Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12707.png","https://templates.business-in-a-box.com/imgs/600px/12707.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Distribution & Channel","/templates/distribution-and-channel/",[35,39,43,47,51,55,59,63,67,71,75,79,83,100,115,130,149,164],{"label":36,"url":37,"thumb":38,"extension":10},"Wholesale and Retail Buyer (Except Farm Products) Job Description","/template/wholesale-and-retail-buyer-(except-farm-products)-job-description-D11726","https://templates.business-in-a-box.com/imgs/250px/11726.png",{"label":40,"url":41,"thumb":42,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":44,"url":45,"thumb":46,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":48,"url":49,"thumb":50,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":52,"url":53,"thumb":54,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":56,"url":57,"thumb":58,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":60,"url":61,"thumb":62,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":64,"url":65,"thumb":66,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":68,"url":69,"thumb":70,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":72,"url":73,"thumb":74,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":76,"url":77,"thumb":78,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"label":80,"url":81,"thumb":82,"extension":10},"Compliance Agreement","/template/compliance-agreement-D13823","https://templates.business-in-a-box.com/imgs/250px/13823.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":9,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":99},"EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS 1.1 When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: 1.2 \"Agreement\" means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. 1.3 \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. 1.4 \"Affiliate means\" any company controlled by, controlling, or under common control with the Company. Affiliate means any person, corporation or other entity: which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or twenty-five percent (25%) or more of any class of the voting stock of which Company, owns, now or hereafter, directly or indirectly, or of which the Company, or a party is, now or hereafter, directly or indirectly, in control. 1.5 \"Customer\" means any person who purchases or leases Products from Distributor. 1.6 \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. 1.7 \"Exhibit\" means an exhibit attached to this agreement. 1.8 \"Goods\" means those items sold, as described below. \"Products\" means Goods, Accessories, and Spare Parts. 1.10 \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. 1.11 \"Specifications\" means those specifications set forth below. 1.12 \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. 1.13 \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company. APPOINTMENT OF DISTRIBUTOR 2.1 Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. Referrals 3.1 If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. Relationship of Parties Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by Distributor 5.1 Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. ","Exclusive Distribution Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/exclusive-distribution-agreement-D1240.png","https://templates.business-in-a-box.com/imgs/250px/1240.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1240.xml",{"title":91,"description":6},"exclusive distribution agreement",[93,96],{"label":94,"url":95},"Sales & Marketing","sales-marketing",{"label":97,"url":98},"Marketing & Sales Contracts","marketing-sales-contracts","/template/exclusive-distribution-agreement-D1240",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":113,"url":114},"RESELLER AGREEMENT This Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement","18",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[110,112],{"label":18,"url":111},"business-legal-agreements",{"label":18,"url":111},"reseller agreement","/template/reseller-agreement-D5202",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":9,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":129},"Asset Purchase Agreement Your transaction description here. Table of Content 1. INTERPRETATION 5 1.1. Definitions 5 1.2. Extended Meanings 8 1.3. Interpretation Not Affected by Headings 8 1.4. Applicable Law 8 1.5. Funds 8 1.6. Financial Documents 8 1.7. Invalidity 9 1.8. Business Day 9 1.9. Preamble 9 2 PURCHASED ASSETS 9 2.1. Purchased Assets 9 2.2. Excluded Assets 10 2.3. Leases and Retention of Ownership Agreements 11 2.4. Removal of Purchased Assets 11 2.5. Forward Commitments 11 2.6. Assets Used in the Business 11 3. PURCHASE AND SALE 11 3.1. Purchase Price 11 3.2. Default 12 3.3. Balance of Price 12 3.4. Allocation of the Purchase Price 12 3.5. No Assumption of Liabilities 12 3.6. Payment of Taxes 13 3.7. Adjustments 13 3.8. Net Worth Adjustment 13 3.9. Disagreement Regarding Adjustment of Purchase Price 13 3.10. Escrow of Purchase Price 13 4. CLOSINGS AND CONDITIONS PRECEDENT TO THE SALE 14 4.1. Closing Date 14 4.2. Conditions Precedent to Closing in Favor of the Purchaser 14 4.3. Conditions Precedent to Closing in Favor of the Seller 17 4.4. Risk of Loss 17 4.5. Notification 18 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 18 5.1. Representations and Warranties of Seller 18 5.2. Representations and Warranties of the Purchaser 28 5.3. Survival 29 5.4. Indemnification of the Purchaser 29 5.5. Warranty Work 29 6. EMPLOYEES 30 6.1. List of Non-Unionized Employees 30 6.2. Employment to Non-Unionized Employees 30 6.3. Claims by Non-Unionized Employees 30 6.4. Pension Plan for Employees 30 6.5. Assumption of Collective Agreement 31 6.6. List of Unionized Employees 31 6.7. Offers to Unionized Employees 31 6.8. Short Term and Long-Term Disability 32 6.9. Benefit Plans 32 7. MUTUAL COOPERATION 32 7.1. Conduct of Business Prior to Closing 32 7.2. Access for Investigation Prior to Closing 32 7.3. Actions to Satisfy Closing Conditions 33 7.4. Transfer of Purchased Assets 33 7.5. Assistance in Judicial Claims 34 7.6. Collection of Receivables 34 7.7. Accounts Receivable 34 7.8. Differentiation of Products 35 8. MISCELLANEOUS 35 8.1. Successors and Assigns 35 8.2. Brokers 35 8.3. Legal Fees 35 8.4. Public Announcement 35 8.5. Entire Agreement 35 8.6. Notices 36 8.7. Time of Essence 36 8.8. Counterparts 36 9. GUARANTEE 36 9.1. Intervention of the Guarantor 36 9.2. Indulgence 37 9.3. Disability of Purchaser 37 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell, and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto at Section 4.1. \"Collective Agreement\" has the meaning ascribed thereto at Section 5.1.15. \"Employees\" has the meaning ascribed thereto at Section 5.1.15. \"Excluded Assets\" has the meaning ascribed thereto at Section 2.2. \"Goodwill\" has the meaning ascribed thereto in Subsection 2.1.12. \"Immovables\" has the meaning ascribed thereto in Subsection 2.1.4. \"Financial Statements\" means: the audited financial statements of the Seller relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Seller relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule 1.1a) hereto. \"Inventories\" means any product held for sale by the Seller and any materials (including components, spare parts, raw materials, work-in-process, finished products, packaging), held by the Seller in connection with the manufacturing, processing, assembly and sale of products, whether or not located on the Seller's premises, on consignment to a third party or in possession of sub-contractors, in transit or in storage. \"Letter of Credit\" means the irrevocable letter of credit issued by the [Bank] to the Seller in the amount of [AMOUNT]. \"Liabilities\" means all the liabilities, debts and obligations of the Seller whether present or future, whether pertaining to the Business, the Purchased Assets or otherwise, including, without limiting the generality of the foregoing: Liabilities under any service, management or other contract entered into by the Seller; Liabilities under any plans, programs or arrangements of any kind with respect to benefits provided to each person employed by the Seller at the Closing Date; Any Liabilities for any accidents, breach of contract, delict and quasi-delict, occupational health and safety violations, and all other types of claims and lawsuits connected with or arising out of any matter, incident, occurrence of set of facts or circumstances prior to the Closing Date; Liabilities relating to defects of any product sold at any time by the Seller prior to the Closing Date;","Purchase Agreement","37","https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-D12670.png","https://templates.business-in-a-box.com/imgs/250px/12670.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12670.xml",{"title":123,"description":6},"purchase agreement",[125,126],{"label":18,"url":111},{"label":127,"url":128},"Purchase & Sale Agreements","purchase-sale-agreement","/template/purchase-agreement-D12670",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":139,"keywords":147,"url":148},"SALES REPRESENTATIVE AGREEMENT This Sales Representative Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SALES REPRESENTATIVE NAME] (the \"Sales Representative\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Sales Representative agrees to: Represent and sell the Company's products/services in the geographic area known as [Area name]. Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. ","Sales Representative Agreement","2",36,"https://templates.business-in-a-box.com/imgs/1000px/sales-representative-agreement-D556.png","https://templates.business-in-a-box.com/imgs/250px/556.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#556.xml",{"title":6,"description":6},[140,143,146],{"label":141,"url":142},"Human Resources","human-resources",{"label":144,"url":145},"Hire an Employee","hire-employee",{"label":18,"url":111},"sales representative agreement","/template/sales-representative-agreement-D556",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":9,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":157,"url":163},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":157,"description":6},"non disclosure agreement nda",[159,160],{"label":18,"url":111},{"label":161,"url":162},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":165,"descriptionCustom":6,"label":166,"pages":8,"size":9,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":171,"url":177},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF LICENSOR], (the \"Licensor\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF LICENSEE], (the \"Licensee\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. PAYMENT ","Technology Licensing Agreement","https://templates.business-in-a-box.com/imgs/1000px/technology-licensing-agreement-D13434.png","https://templates.business-in-a-box.com/imgs/250px/13434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13434.xml",{"title":171,"description":6},"technology licensing agreement",[173,174],{"label":18,"url":111},{"label":175,"url":176},"License Agreements","license-agreement","/template/technology-licensing-agreement-D13434",false,{"seo":180,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":505,"classification":506},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Wholesale Agreement Template (Free Word)","Free wholesale agreement template covering pricing tiers, MOQ, payment terms, MAP policy, returns, and territory. Used in 190+ countries. Free Word and PDF download.","wholesale agreement template",[185,186,187,188,189,190,191],"wholesale contract template","wholesale agreement template word","wholesale agreement template free","wholesale distribution agreement","bulk purchase agreement template","wholesale pricing agreement","wholesale supplier contract",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":178},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Wholesale Agreement is a legally binding contract between a wholesaler or manufacturer and a retail or distribution customer that governs the ongoing bulk purchase of goods at wholesale prices. This free Word download covers pricing tiers, minimum order quantities, payment terms, MAP policy, territory restrictions, and returns in a single document you can edit online and export as PDF.\n","Use it whenever you onboard a new retail buyer, distributor, or reseller who will purchase your products in volume at below-retail prices. It replaces informal email arrangements with enforceable obligations on pricing compliance, order minimums, and territory exclusivity.\n","Parties and product scope, pricing tiers and MOQ, payment terms and credit limits, Minimum Advertised Price (MAP) policy, territory and exclusivity, order and delivery procedures, returns and defective goods, term and termination, and governing law.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Product manufacturers","Formalizing wholesale terms with retail buyers before first shipment","persona-manufacturer",{"title":209,"use_case":210,"icon_asset_id":211},"Brand owners and CPG companies","Enforcing MAP policy and territory restrictions across a retail network","persona-brand-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Wholesale distributors","Documenting resale terms and payment obligations with downstream retailers","persona-distributor",{"title":217,"use_case":218,"icon_asset_id":219},"E-commerce and DTC brands","Expanding into brick-and-mortar retail through authorized wholesale accounts","persona-ecommerce-seller",{"title":221,"use_case":222,"icon_asset_id":223},"Importers and trading companies","Establishing pricing and exclusivity terms with domestic distribution partners","persona-importer",{"title":225,"use_case":226,"icon_asset_id":227},"Retail buyers and purchasing managers","Securing agreed pricing tiers and delivery commitments in writing before placing bulk orders","persona-retail-buyer",[229,232,235,239,243,246,249],{"situation":230,"recommended_template":85,"slug":231},"Appointing an exclusive distributor for a defined territory","exclusive-distribution-agreement-D1240",{"situation":233,"recommended_template":132,"slug":234},"Engaging a sales agent who earns commission rather than buying inventory","sales-representative-agreement-D556",{"situation":236,"recommended_template":237,"slug":238},"Licensing your brand to a manufacturer or retailer","License Agreement","license-agreement-D1180",{"situation":240,"recommended_template":241,"slug":242},"Supplying goods under a private-label or white-label arrangement","Private Label Agreement","record-label-agreement-D12837",{"situation":244,"recommended_template":102,"slug":245},"Authorizing an online marketplace reseller to carry your products","reseller-agreement-D5202",{"situation":247,"recommended_template":117,"slug":248},"Setting terms for a one-time large bulk purchase rather than ongoing supply","purchase-agreement-D12670",{"situation":250,"recommended_template":251,"slug":252},"Supplying goods internationally with customs and incoterms provisions","International Distribution Agreement","international-agent-agreement-D13520",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Minimum Order Quantity (MOQ)","The smallest number of units or dollar value a buyer must purchase per order to qualify for wholesale pricing.",{"term":258,"definition":259},"Minimum Advertised Price (MAP)","The lowest price at which a retailer is permitted to advertise a product, set by the brand or manufacturer to protect price integrity across channels.",{"term":261,"definition":262},"Pricing Tier","A volume-based pricing structure where the unit price decreases as the quantity ordered increases — e.g., 1–99 units at $10, 100–499 units at $8.50.",{"term":264,"definition":265},"Net 30 / Net 60","Payment terms stating the full invoice balance is due 30 or 60 days after the invoice date.",{"term":267,"definition":268},"Exclusive Territory","A defined geographic area in which the wholesaler grants the buyer the sole right to resell the products, preventing competing accounts in the same region.",{"term":270,"definition":271},"Drop Shipping","A fulfillment arrangement where the wholesaler ships directly to the buyer's end customer, bypassing the retailer's warehouse.",{"term":273,"definition":274},"Authorized Reseller","A retailer or distributor formally approved by the brand or manufacturer to sell its products under the terms of the wholesale agreement.",{"term":276,"definition":277},"Chargeback","A deduction the buyer takes from an invoice — typically for short shipments, damaged goods, or failure to comply with labeling or EDI requirements.",{"term":279,"definition":280},"Floor Stock Adjustment","A price reduction credit issued by the wholesaler when it lowers the wholesale price and the buyer holds existing inventory purchased at the higher price.",{"term":282,"definition":283},"Incoterms","Standardized international trade terms (e.g., FOB, CIF, DDP) that define when title and risk of loss transfer from seller to buyer during shipment.",{"term":285,"definition":286},"EDI (Electronic Data Interchange)","A standardized electronic format for transmitting purchase orders, invoices, and shipping notices between trading partners, commonly required by large retailers.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties, products, and scope","Identifies the wholesaler and the buyer as legal entities, defines the specific product lines covered, and confirms the buyer's status as an authorized reseller.","This Wholesale Agreement is entered into as of [DATE] between [WHOLESALER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Wholesaler'), and [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Buyer'). Wholesaler hereby authorizes Buyer to purchase and resell the products listed in Schedule A ('Products') subject to the terms herein.","Listing a product category rather than specific SKUs in the agreement body. When pricing tiers and MAP policies are SKU-specific, a vague product description creates disputes about which terms apply to new product additions.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Pricing tiers and minimum order quantities","Sets out the wholesale price schedule by volume band, states the minimum order quantity per order, and clarifies when pricing changes take effect.","Wholesale prices are set forth in Schedule B and are subject to change with [30] days' written notice. Buyer must submit orders of no less than [MINIMUM UNIT COUNT] units or $[MINIMUM DOLLAR AMOUNT] per order to qualify for wholesale pricing. Revised pricing applies to orders placed after the effective date of the notice.","Failing to specify the notice period for price changes. Without it, a mid-season price increase applies immediately and the buyer has no protected window to complete orders at the prior price.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Payment terms and credit","States the payment deadline (Net 30, Net 60, etc.), any early-payment discount, the late-fee rate, and the credit limit beyond which prepayment or a deposit is required.","Invoices are due [NET 30] days from invoice date. Buyer may deduct [2]% for payment within [10] days of invoice date. Balances unpaid after the due date accrue interest at [1.5]% per month. Wholesaler may require prepayment or a deposit for orders exceeding Buyer's approved credit limit of $[AMOUNT].","Omitting a credit limit and never requiring prepayment. Buyers who exceed their effective payment capacity create bad-debt exposure that a credit ceiling and deposit requirement would prevent.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Minimum Advertised Price (MAP) policy","Requires the buyer to advertise and display the product at or above the MAP price set by the wholesaler, with specific remedies — warning, suspension, or termination — for violations.","Buyer agrees not to advertise, list, or display any Product at a price below the MAP set forth in Schedule C. A first violation results in a written warning. A second violation within [12] months entitles Wholesaler to suspend Buyer's account for [30] days. A third violation entitles Wholesaler to terminate this Agreement immediately.","Applying MAP to the sale price rather than the advertised price. MAP policies under US antitrust law govern advertising — attempting to control the actual transaction price may constitute resale price maintenance.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Territory and exclusivity","Defines the geographic area or sales channel where the buyer is permitted to resell, and states whether the appointment is exclusive or non-exclusive.","Wholesaler grants Buyer a [non-exclusive / exclusive] right to resell Products in the territory described in Schedule D ('Territory'). Buyer shall not actively solicit sales or establish distribution points outside the Territory. Exclusivity, if granted, is conditional on Buyer meeting annual purchase commitments of $[AMOUNT].","Granting exclusivity without tying it to a minimum annual purchase commitment. An exclusive territory with no performance threshold blocks the wholesaler from appointing other buyers in the region if the exclusive buyer underperforms.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Orders, shipping, and delivery","Covers how orders are placed, the lead time, shipping terms (Incoterms), risk of loss, and what happens if the wholesaler cannot fulfill an order.","Buyer shall submit purchase orders via [EMAIL / EDI / PORTAL]. Wholesaler shall acknowledge orders within [3] business days. Delivery lead time is [X] business days from order confirmation. Products ship [FOB WHOLESALER'S WAREHOUSE], and risk of loss passes to Buyer upon tender to the carrier.","Leaving shipping terms undefined and defaulting to vague language like 'standard delivery.' Without an Incoterm or equivalent, disputes over who bears the cost and risk of a lost or damaged shipment have no contractual resolution.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Returns, defective goods, and chargebacks","States the conditions under which the buyer may return goods, the process for reporting defective products, the wholesaler's remedy (replace, credit, or refund), and the rules for buyer-initiated chargebacks.","Buyer must inspect all shipments within [5] business days of receipt and notify Wholesaler in writing of any defects, shortages, or discrepancies. Wholesaler will, at its election, replace defective goods or issue a credit memo within [15] business days of a validated claim. Unauthorized deductions from invoices are not permitted and will be added back to Buyer's outstanding balance.","Allowing open-ended returns on non-defective stock. Without a clear 'defective goods only' return policy with a defined claim window, buyers use returns as de facto inventory management, creating unpredictable reverse logistics costs for the wholesaler.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Intellectual property and brand guidelines","Grants the buyer a limited license to use the wholesaler's trademarks solely to market and sell the authorized products, subject to brand guidelines and approval.","Wholesaler grants Buyer a non-exclusive, non-transferable license to use Wholesaler's trademarks, logos, and product images ('Brand Assets') solely to advertise and sell the Products in the Territory during the term. Buyer shall comply with Wholesaler's brand guidelines as updated from time to time and shall submit any new marketing materials for approval before use.","Granting a trademark license without a review-and-approval mechanism. Buyers who modify logos, use outdated imagery, or place products in off-brand contexts cause trademark dilution the wholesaler cannot easily remedy after the fact.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Term, renewal, and termination","Sets the initial contract period, the auto-renewal mechanism, and the conditions for termination — with or without cause and with or without notice.","This Agreement commences on [START DATE] and continues for [1] year, renewing automatically for successive one-year terms unless either party provides [30] days' written notice of non-renewal. Either party may terminate for material breach upon [15] days' written notice if the breach is not cured within that period. Wholesaler may terminate immediately for MAP violations per Section [X] or for Buyer's insolvency.","No cure period for material breach. Immediate termination for a first breach — especially a disputed one — exposes the wholesaler to a wrongful termination claim and destroys a commercially valuable relationship unnecessarily.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law, dispute resolution, and limitation of liability","Specifies the jurisdiction whose law governs, how disputes are resolved, and caps the wholesaler's maximum liability to the amount paid in the prior 12 months.","This Agreement is governed by the laws of [STATE / PROVINCE]. Disputes shall first be submitted to good-faith mediation; if unresolved within [30] days, either party may pursue binding arbitration under [AAA / JAMS] rules. In no event shall Wholesaler's liability exceed the total amounts paid by Buyer in the [12] months preceding the claim.","No limitation of liability clause at all. Without a cap, a dispute over a defective shipment worth $5,000 can expose the wholesaler to consequential damages — lost profits, lost customers — many times the value of the goods.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Enter the parties' legal names and confirm authorized reseller status","Use each party's full registered legal entity name, not a trade name or DBA. Confirm the buyer's resale license or retailer status in the recitals to support authorized-reseller claims.","Request the buyer's resale tax certificate before execution — some states require it on file before you can sell tax-exempt to a reseller.",{"step":345,"title":346,"description":347,"tip":348},2,"Complete Schedule A with specific product SKUs and descriptions","List each product by SKU, product name, and unit of measure. If the agreement covers a full catalog, reference the catalog version and date rather than listing every SKU in the agreement body.","Include a process for adding new SKUs — e.g., by mutual written amendment or updated Schedule A signed by both parties — so new product launches don't require a new agreement.",{"step":350,"title":351,"description":352,"tip":353},3,"Set pricing tiers, MOQ, and the price-change notice period","Enter each volume band with the corresponding per-unit price in Schedule B. Set the MOQ at the minimum that keeps the account economically viable. State the notice period for price changes — 30 days is the most common standard.","Build in a grandfather clause allowing in-transit orders to ship at the prior price when a price change notice is issued mid-order cycle.",{"step":355,"title":356,"description":357,"tip":358},4,"Define MAP policy and enforcement steps","Enter MAP prices in Schedule C and spell out the warning-suspension-termination escalation in the MAP clause. Confirm that the policy covers all advertising channels — online listings, social media, print, and in-store signage.","State that MAP applies to advertised prices, not transaction prices, to avoid resale price maintenance exposure under US and EU competition law.",{"step":360,"title":361,"description":362,"tip":363},5,"Define territory scope and exclusivity conditions","Describe the territory precisely — by country, state, postal code, or sales channel (e.g., brick-and-mortar only, excluding online). If granting exclusivity, attach the annual minimum purchase commitment as a condition.","For online retailers, specify whether the territory restriction covers the ship-to address or the buyer's registered business location — courts have treated these differently.",{"step":365,"title":366,"description":367,"tip":368},6,"Set payment terms, credit limit, and late-fee rate","Choose Net 30 or Net 60 based on your cash flow needs. Set a credit limit beyond which prepayment or a deposit is required. Add a late-fee rate — 1.5% per month is standard — and confirm it complies with usury limits in the governing jurisdiction.","For new accounts, start with prepayment or Net 15 for the first two orders, then graduate to standard terms after satisfactory payment history.",{"step":370,"title":371,"description":372,"tip":373},7,"Complete returns, defective goods, and chargeback rules","State the inspection window (5 business days is standard), the claim submission process, and the wholesaler's elected remedy. Explicitly prohibit unauthorized deductions from invoices and state the consequence — adding back to the balance plus an administrative fee.","Require photo evidence of defective goods before issuing any credit. This alone eliminates a large portion of disputed claims.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before the first order ships","Both parties must sign before any goods are delivered. Post-delivery signatures create consideration problems in common-law jurisdictions and leave the MAP, territory, and chargeback provisions unenforceable for that initial shipment.","Use a digital signature tool that timestamps execution and stores the fully-executed agreement so both parties can reference specific clause language during disputes.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Granting exclusive territory without a minimum purchase commitment","An exclusive buyer who underperforms blocks the wholesaler from appointing other accounts in that region, stalling revenue with no contractual remedy.","Tie exclusivity to a specific annual purchase minimum — e.g., $50,000 per year — with a 90-day cure period before exclusivity reverts to non-exclusive.",{"mistake":385,"why_it_matters":386,"fix":387},"MAP policy that controls transaction price rather than advertised price","Fixing the actual sale price — not just the advertised price — may constitute resale price maintenance, which is a per se antitrust violation in the US and a competition law infringement in the EU and UK.","Limit MAP language explicitly to advertised prices, listing prices, and display prices. Never instruct a buyer what price to charge customers at the register or checkout.",{"mistake":389,"why_it_matters":390,"fix":391},"No notice period for wholesale price changes","An immediate price increase mid-season forces buyers to absorb margin compression on orders already in their sales cycle, damaging the relationship and triggering disputes.","Require 30 days' written notice for any price change and grandfather orders confirmed before the notice date at the prior price.",{"mistake":393,"why_it_matters":394,"fix":395},"Open-ended return policy with no defect or time restriction","Without a defined claim window and a defective-goods-only return scope, buyers return slow-moving inventory months later, creating unpredictable reverse logistics and credit memo exposure.","Limit returns to defective or non-conforming goods reported within 5 business days of delivery, with photo documentation required before any credit is issued.",{"mistake":397,"why_it_matters":398,"fix":399},"No limitation of liability clause","A missing liability cap exposes the wholesaler to consequential damages — lost profits, lost customers, lost contracts — that can far exceed the value of the goods at issue.","Cap total liability at the amounts paid by the buyer in the 12 months preceding the claim and explicitly exclude consequential, indirect, and punitive damages.",{"mistake":401,"why_it_matters":402,"fix":403},"Using a DBA or brand name instead of the registered legal entity","If the agreement names a trade name rather than the legal entity, enforcement — including injunctive relief for MAP violations or territory breaches — becomes procedurally complicated and may require an amended filing.","Confirm each party's exact registered legal name from their corporate registry or secretary of state filing before completing the parties block.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a wholesale agreement?","A wholesale agreement is a legally binding contract between a manufacturer or wholesaler and a retail or distribution buyer that sets the ongoing terms for bulk purchases of goods at below-retail prices. It covers pricing tiers, minimum order quantities, payment terms, MAP policy, territory rights, and returns — replacing informal email arrangements with enforceable obligations on both sides.\n",{"question":409,"answer":410},"What should a wholesale agreement include?","At minimum: parties and authorized product scope, pricing tiers and MOQ, payment terms and credit limit, MAP policy with enforcement steps, territory and exclusivity terms, order and shipping procedures, returns and defective goods policy, IP and brand guidelines, term and termination conditions, and governing law with a limitation of liability clause. Missing any of these creates gaps that favor the buyer in a dispute.\n",{"question":412,"answer":413},"Is a wholesale agreement legally required?","No law requires a written wholesale agreement, but operating without one leaves the wholesaler with no enforceable MAP policy, no territory protection, and no defined payment terms — meaning disputes are resolved by jurisdiction-specific commercial defaults, which typically favor the party with more negotiating leverage. A signed agreement is the only reliable way to enforce pricing and territory compliance.\n",{"question":415,"answer":416},"What is a MAP policy and how does it work in a wholesale agreement?","A Minimum Advertised Price policy prohibits authorized resellers from advertising your products below a price floor you set, protecting retail margins and brand value across channels. In the agreement, MAP is enforced through a graduated escalation — warning, account suspension, termination — for violations. Under US antitrust law, MAP applies to advertised prices, not the actual transaction price, so the language must be drafted carefully to avoid resale price maintenance exposure.\n",{"question":418,"answer":419},"What is the difference between a wholesale agreement and a distribution agreement?","A wholesale agreement governs bulk product purchases — the buyer acquires inventory at wholesale prices and resells it. A distribution agreement typically grants broader rights: territorial exclusivity, marketing obligations, and sometimes sub-distribution rights. Distribution agreements also tend to include performance minimums and brand-building obligations that a standard wholesale agreement omits. For a network of authorized retailers without exclusive territory, a wholesale agreement is usually sufficient.\n",{"question":421,"answer":422},"Can a wholesale agreement include an exclusive territory clause?","Yes, and many do — but exclusivity should always be conditioned on a minimum annual purchase commitment. Without a performance threshold, an exclusive buyer who underperforms locks the wholesaler out of that region with no remedy. In the EU, exclusive territory clauses in supply agreements are subject to the Vertical Block Exemption Regulation and may require review if the parties' combined market share exceeds 30%.\n",{"question":424,"answer":425},"What payment terms are standard in a wholesale agreement?","Net 30 is the most common standard for established wholesale accounts. New accounts often start on prepayment or Net 15 for the first few orders, graduating to Net 30 after satisfactory payment history. Some large retail buyers require Net 60 or Net 90 — negotiate a carrying cost into your pricing if you accept extended terms. Always include a late-fee rate (1.5% per month is standard) and a credit limit above which prepayment or a deposit is required.\n",{"question":427,"answer":428},"Who should sign a wholesale agreement?","An authorized signatory for each party — typically the owner, CEO, or an officer with signing authority — must execute the agreement before the first order ships. Signatures from purchasing managers or sales reps who lack authority to bind the company may render the agreement unenforceable against the entity. Confirm signing authority, especially for corporate buyers, before execution.\n",{"question":430,"answer":431},"Do I need a lawyer to draft a wholesale agreement?","For straightforward domestic wholesale relationships with standard pricing and non-exclusive territory, a high-quality template is typically sufficient. Engage a lawyer when the agreement includes exclusive territory for a major region, cross-border supply with customs or import compliance implications, complex MAP enforcement across multiple channels, or when the buyer is a large retailer whose standard terms you are being asked to accept alongside your own agreement.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Consumer Goods / CPG","industry-consumer-goods","SKU-level MAP enforcement across grocery, specialty retail, and online channels, with floor stock adjustment provisions for seasonal pricing resets.",{"industry":438,"icon_asset_id":439,"specifics":440},"Apparel and Fashion","industry-fashion","Seasonal collection ordering windows, markdown and promotional policies, territory restrictions by wholesale channel, and return-to-vendor provisions for end-of-season unsold stock.",{"industry":442,"icon_asset_id":443,"specifics":444},"Electronics and Technology","industry-technology","Strict MAP enforcement to protect MSRP, authorized reseller programs with compliance auditing, and warranty pass-through conditions tied to authorized seller status.",{"industry":446,"icon_asset_id":447,"specifics":448},"Food and Beverage","industry-food-beverage","Shelf-life and expiry date requirements on delivery, cold-chain compliance obligations, chargeback rights for short-dated goods, and minimum order quantities tied to full-pallet shipments.",[450,453,456,459],{"vs":85,"vs_template_id":451,"summary":452},"exclusive-distribution-agreement-D173","A distribution agreement grants a distributor exclusive rights to resell within a defined territory, typically with active marketing and minimum performance obligations. A wholesale agreement is a less involved arrangement — it sets pricing and ordering terms for authorized buyers without requiring exclusivity or marketing commitments. Use a distribution agreement when you need a partner to actively develop a market; use a wholesale agreement for a retailer who simply buys and resells.",{"vs":117,"vs_template_id":454,"summary":455},"purchase-agreement-D201","A purchase agreement governs a single, one-time transaction for a specific quantity of goods. A wholesale agreement is an ongoing relationship document that covers repeated orders over a defined term. If a buyer places one large order with no expectation of repeat business, a purchase agreement is more appropriate; if the buyer will order regularly, a wholesale agreement provides the operational framework.",{"vs":102,"vs_template_id":457,"summary":458},"reseller-agreement-D12694","A reseller agreement typically covers software, digital products, or services, and focuses on license rights, support obligations, and branded resale conditions. A wholesale agreement is designed for physical goods — it addresses inventory, shipping terms, MOQ, returns, and MAP compliance. The documents share structural similarities but serve different commercial contexts.",{"vs":132,"vs_template_id":460,"summary":461},"sales-representative-agreement-D204","A sales representative agreement engages an agent who solicits orders on your behalf and earns a commission — the agent never takes title to the goods. A wholesale agreement is with a buyer who purchases inventory outright, takes risk of loss, and sets their own resale price (within MAP). The distinction matters for tax, liability, and antitrust purposes.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Manufacturers and brand owners setting up non-exclusive wholesale accounts with standard pricing and domestic buyers","Free","30–45 minutes",{"best_for":468,"cost":469,"time":470},"Exclusive territory grants, high-volume accounts, or buyers requiring custom payment terms or chargeback policies","$400–$800","2–5 days",{"best_for":472,"cost":473,"time":474},"International distribution, regulated product categories (food, pharma, electronics), or large retail chains with extensive compliance requirements","$1,500–$4,000+","1–3 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","Wholesale agreements for goods are governed by UCC Article 2 in all US states, which supplies default rules on delivery, risk of loss, and warranties if the contract is silent. MAP policies must be structured as advertised-price restrictions — not resale price controls — to comply with Sherman Act antitrust standards. California, New York, and Texas each have additional commercial and consumer protection rules that can affect chargeback rights and payment dispute procedures.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Canadian provinces follow Sale of Goods Acts modeled on the UK statute, which imply conditions of merchantability and fitness for purpose unless expressly excluded. MAP policies must comply with the Competition Act's pricing provisions — agreements that fix resale prices are treated as per se anti-competitive. Quebec requires commercial agreements to be available in French for provincially regulated businesses, and consumer protection rules in Quebec are more buyer-favorable than in common-law provinces.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 and the Consumer Rights Act 2015 imply statutory terms of satisfactory quality and fitness for purpose into every supply contract. Limitation of liability clauses must satisfy the reasonableness test under the Unfair Contract Terms Act 1977 to be enforceable. Post-Brexit, UK competition law mirrors EU vertical restraints rules but is enforced independently by the CMA — MAP and territory restrictions remain subject to Chapter I prohibition under the Competition Act 1998.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","Wholesale supply agreements in the EU are subject to the Vertical Block Exemption Regulation (VBER 2022), which allows exclusive territory and MAP provisions only where neither party's market share exceeds 30%. Binding minimum resale prices are a hardcore restriction under the VBER and are prohibited regardless of market share. GDPR applies to any personal data exchanged as part of buyer onboarding, order processing, or account management — include a data processing addendum if the agreement involves EU buyer data.",[231,245,248,234,497,498,499,500,501,502,503,504],"non-disclosure-agreement-nda-D12692","technology-licensing-agreement-D13434","supply-agreement-D918","purchase-order-D1411","sales-invoice-D383","credit-note-D13639","terms-and-conditions-D12667","return-refund-policy-D12643",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":111,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":515},"distribution-and-channel","agreement","distribution","all-stages",[508,512,513,509,514],"contract","wholesale","bulk-purchase",0.95,"\u003Ch2>What is a Wholesale Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Wholesale Agreement\u003C/strong> is a legally binding contract between a manufacturer or wholesaler and a retail or distribution buyer that governs the ongoing bulk purchase of goods at below-retail prices. It establishes the complete commercial framework for the relationship — pricing tiers and minimum order quantities, payment terms and credit limits, Minimum Advertised Price (MAP) policy, territory and exclusivity rights, order and shipping procedures, and returns — replacing informal email exchanges with enforceable obligations on both sides. Unlike a one-time purchase agreement, a wholesale agreement is designed for repeat ordering over a defined term, creating a stable commercial structure that both parties can rely on across multiple order cycles.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a written wholesale agreement exposes the wholesaler on every front that matters commercially. Without a MAP policy in the agreement, a single price-cutting retailer can undermine your entire retail pricing structure — triggering a race to the bottom across your authorized accounts with no contractual basis to stop it. Without defined territory terms, an exclusive distributor you invested in developing a region can lose that exclusivity to a new account you open next door, destroying the relationship. Without a clear payment terms and credit limit clause, buyers who exceed their effective payment capacity generate bad debt with no agreed remedy. Without a returns and chargeback policy, buyers use returns as inventory management and deduct unauthorized amounts from invoices, creating cash flow unpredictability with no documented basis to dispute. This template closes all of those gaps in under an hour, and delivers a document that protects your pricing, your territory structure, and your receivables from the first shipment forward.\u003C/p>\n",1781185943784]