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Wholesale Agreement Contract Template for Germany

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Key Requirements PROMPT example:

Wholesale Agreement Contract

"I need a Wholesale Agreement Contract governed by German law for distributing pharmaceutical products across Southern Germany, with specific provisions for temperature-controlled storage and transportation, expected to commence from March 2025."

Document background
The Wholesale Agreement Contract is a fundamental commercial document used to establish and govern wholesale trading relationships between businesses operating under German law. This agreement is particularly relevant when businesses engage in regular, large-scale purchase and sale of goods for commercial purposes. It incorporates essential elements required under German commercial law (HGB) and civil law (BGB), addressing key aspects such as product specifications, ordering processes, delivery terms, quality standards, and payment conditions. The document is designed to provide comprehensive coverage of business operations while ensuring compliance with German and EU regulatory requirements. It's particularly important for businesses establishing long-term trading relationships, as it sets clear parameters for ongoing commercial interactions and risk allocation between parties.
Suggested Sections

1. Parties: Identification of the wholesaler and the buyer, including full legal names, registration numbers, and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement, including product specifications, territory, and technical terms

4. Scope of Agreement: Overview of the wholesale relationship, including territory, exclusivity (if any), and general obligations

5. Product Specifications: Detailed description of products covered by the agreement, including quality standards and compliance requirements

6. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities and lead times

7. Pricing and Payment Terms: Pricing structure, payment terms, invoicing procedures, and any volume discounts

8. Delivery and Logistics: Terms regarding delivery, shipping, risk transfer, and acceptance of goods

9. Quality Control: Quality assurance procedures, inspection rights, and handling of defective products

10. Warranties and Representations: Standard warranties regarding product quality, compliance with laws, and business operations

11. Term and Termination: Duration of agreement, renewal terms, and termination rights

12. Confidentiality: Protection of confidential information exchanged during the business relationship

13. Liability and Indemnification: Allocation of risks and responsibilities between parties

14. Force Majeure: Provisions for handling circumstances beyond parties' control

15. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Marketing and Promotion: Terms regarding marketing activities and brand usage - include when parties agree to joint marketing efforts

2. Intellectual Property Rights: Protection and usage of IP rights - include when branded products or licensed materials are involved

3. Storage Requirements: Specific storage conditions and requirements - include for temperature-sensitive or hazardous goods

4. Insurance Requirements: Specific insurance obligations - include for high-value goods or specific risk scenarios

5. Export Control: Export compliance requirements - include for international trade or restricted goods

6. Data Protection: GDPR compliance measures - include when personal data processing is involved

7. Environmental Compliance: Environmental standards and requirements - include for products with environmental impact

8. Training and Support: Terms for technical support and training - include for complex products or systems

Suggested Schedules

1. Schedule 1: Product List: Detailed list of all products covered by the agreement, including specifications and SKUs

2. Schedule 2: Price List: Comprehensive pricing information, including volume discounts and special pricing terms

3. Schedule 3: Service Levels: Detailed service level agreements including delivery times and performance metrics

4. Schedule 4: Quality Standards: Detailed quality specifications and testing procedures

5. Schedule 5: Technical Specifications: Detailed technical requirements and compliance standards

6. Schedule 6: Territory Map: Geographical definition of the territory covered by the agreement

7. Schedule 7: Return Procedures: Detailed procedures for handling returns and defective products

8. Appendix A: Standard Operating Procedures: Detailed operational procedures for day-to-day business

9. Appendix B: Contact Details: List of key contacts and escalation procedures for both parties

Authors

Alex Denne

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

Relevant legal definitions





































Clauses












































Relevant Industries

Retail

Manufacturing

Consumer Goods

Electronics

Automotive

Food and Beverage

Pharmaceuticals

Industrial Equipment

Textiles

Construction Materials

Chemical Products

Agricultural Products

Medical Supplies

Home and Garden

Sports Equipment

Relevant Teams

Legal

Procurement

Sales

Supply Chain

Operations

Finance

Compliance

Business Development

Logistics

Risk Management

Commercial Operations

Contract Administration

Relevant Roles

Commercial Director

Procurement Manager

Sales Director

Supply Chain Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Logistics Manager

Compliance Officer

Chief Financial Officer

Commercial Lawyer

Purchasing Director

Import/Export Manager

Account Manager

Risk Manager

Industries








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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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