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The Wholesale Agreement Contract is a crucial commercial document used in the Philippine market to establish formal business relationships between suppliers/manufacturers and wholesale distributors. This agreement is particularly relevant when businesses engage in bulk sale arrangements requiring detailed terms for product supply, distribution rights, and operational procedures. The document is structured to comply with Philippine commercial law, including the Civil Code, Consumer Act, and relevant trade regulations. It typically includes comprehensive provisions covering product specifications, pricing mechanisms, territorial rights, quality standards, and compliance requirements. This type of agreement is essential for businesses looking to establish or formalize their distribution networks in the Philippines, ensuring clear rights and obligations while maintaining compliance with local legal requirements and industry standards.

1. Parties: Identifies the contracting parties with their complete legal names, addresses, and registration details

2. Background: Sets out the context of the agreement and brief description of the parties' business relationship

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Appointment and Territory: Establishes the wholesale relationship and defines the geographical area of operation

5. Product Supply Terms: Details the terms of product supply, including ordering process, delivery requirements, and minimum purchase obligations

6. Pricing and Payment Terms: Specifies product pricing, payment terms, invoicing requirements, and any volume-based discounts

7. Quality Standards: Sets out quality requirements, compliance with Philippine regulations, and quality control procedures

8. Delivery and Logistics: Specifies delivery terms, shipping arrangements, risk transfer, and logistics responsibilities

9. Warranties and Representations: Contains warranties regarding product quality, compliance with laws, and other business representations

10. Term and Termination: Specifies contract duration, renewal terms, and grounds for termination

11. Intellectual Property Rights: Addresses the use of trademarks, logos, and other intellectual property

12. Confidentiality: Protects confidential information exchanged during the business relationship

13. Limitation of Liability: Sets out liability limitations and indemnification provisions

14. Force Majeure: Addresses circumstances beyond parties' control affecting contract performance

15. Governing Law and Dispute Resolution: Specifies Philippine law as governing law and outlines dispute resolution procedures

16. General Provisions: Includes standard boilerplate clauses such as notices, assignments, and amendments