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Wholesale Distribution Agreement for Philippines

Wholesale Distribution Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates the relationship between a supplier/manufacturer and a wholesale distributor. The document outlines the terms and conditions for the distribution of products within a specified territory in the Philippines, including rights and obligations of both parties, pricing structures, quality standards, and compliance requirements with local regulations such as the Philippine Competition Act and Consumer Act. It addresses key aspects such as territory rights, minimum purchase requirements, marketing obligations, intellectual property protection, and termination provisions, all within the framework of Philippine commercial law.

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What is a Wholesale Distribution Agreement?

The Wholesale Distribution Agreement is a crucial commercial contract used when a supplier or manufacturer wishes to establish a formal distribution channel for their products in the Philippines through a wholesale distributor. This document is essential for businesses expanding their market presence in the Philippine market while ensuring compliance with local laws including the Philippine Competition Act, Consumer Act, and relevant industry regulations. The agreement typically covers comprehensive terms including appointment rights, territory definitions, pricing structures, performance metrics, and compliance requirements. It's particularly important in the Philippine context due to specific local commercial practices, regulatory requirements, and the geographical nature of the market being an archipelago. The document serves as the primary framework for the ongoing business relationship between supplier and distributor, ensuring clear understanding of rights, obligations, and operational procedures while providing adequate protection for both parties' interests under Philippine law.

What sections should be included in a Wholesale Distribution Agreement?

1. Parties: Identification of the supplier and distributor with complete legal details

2. Background: Context of the agreement and brief description of each party's business

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Territory: Terms of distributor appointment and defined territory for distribution rights

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Distribution Rights and Obligations: Scope of distribution rights and core obligations of the distributor

7. Supplier Obligations: Core obligations and commitments of the supplier

8. Order and Supply Terms: Process for ordering, delivery, and acceptance of products

9. Prices and Payment Terms: Pricing structure, payment terms, and invoicing procedures

10. Marketing and Promotion: Requirements for marketing and promoting the products

11. Intellectual Property Rights: Usage rights and restrictions regarding trademarks and other IP

12. Warranties and Quality Standards: Product warranties and quality control requirements

13. Confidentiality: Protection of confidential information

14. Termination: Grounds and process for termination of the agreement

15. Post-Termination Obligations: Obligations and rights of parties after termination

16. General Provisions: Standard legal provisions including governing law, notices, and assignment

What sections are optional to include in a Wholesale Distribution Agreement?

1. Minimum Purchase Requirements: Required when implementing specific sales targets or minimum order quantities

2. Product Training: Include when distributor requires specific product knowledge or certification

3. Sub-distributors: Include when distributor is permitted to appoint sub-distributors

4. Insurance Requirements: Detailed insurance obligations when specific coverage is required

5. Data Protection: Include when personal data processing is involved in the distribution relationship

6. Force Majeure: Specific provisions for handling unforeseen events and circumstances

7. Anti-Corruption Compliance: Include when dealing with government contracts or high-risk territories

8. Export Control: Include when products are subject to export regulations

9. Environmental Compliance: Include for products requiring specific environmental handling or disposal

What schedules should be included in a Wholesale Distribution Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description or map of the authorized distribution territory

3. Schedule 3 - Prices: Price list and discount structure

4. Schedule 4 - Minimum Purchase Quantities: Specific targets and minimum order requirements if applicable

5. Schedule 5 - Quality Standards: Detailed quality control requirements and procedures

6. Schedule 6 - Authorized Sub-distributors: List of approved sub-distributors if permitted

7. Schedule 7 - Marketing Guidelines: Detailed marketing requirements and brand guidelines

8. Schedule 8 - Service Level Requirements: Specific performance metrics and service standards

9. Appendix A - Order Form Template: Standard form for placing orders

10. Appendix B - Reporting Templates: Required formats for periodic reporting

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions



















































Clauses
















































Relevant Industries

Consumer Goods

Electronics

Pharmaceuticals

Food and Beverage

Automotive Parts

Industrial Equipment

Medical Devices

Construction Materials

Agricultural Products

Telecommunications Equipment

Fashion and Apparel

Home and Garden Products

Chemicals and Raw Materials

Relevant Teams

Legal

Sales

Operations

Supply Chain

Compliance

Commercial

Business Development

Procurement

Finance

Risk Management

Distribution

Logistics

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Distribution Manager

Supply Chain Manager

Legal Counsel

Compliance Officer

Business Development Manager

Operations Manager

Contract Manager

Regional Sales Manager

Chief Operating Officer

Procurement Manager

Channel Manager

General 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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