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Wholesale Agreement Contract Template for Singapore

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Key Requirements PROMPT example:

Wholesale Agreement Contract

"Need a Wholesale Agreement Contract for our Singapore-based electronics components business, supplying to distributors across Southeast Asia, with specific provisions for quality testing and minimum order quantities of 10,000 units per quarter starting March 2025."

Document background
The Wholesale Agreement Contract serves as a fundamental legal framework for businesses engaged in bulk trading relationships in Singapore. This document is essential when establishing ongoing supply arrangements between wholesalers and buyers, particularly when regular large-quantity transactions are involved. It addresses key aspects including pricing mechanisms, delivery schedules, quality standards, and payment terms, while ensuring compliance with Singapore's commercial laws and regulations. The agreement is particularly relevant for businesses seeking to establish stable supply chains while managing risks and maintaining regulatory compliance in the Singapore market.
Suggested Sections

1. Parties: Identification and details of contracting parties including registered addresses and company registration numbers

2. Background: Context of the agreement, business relationship overview, and purpose of the wholesale arrangement

3. Definitions: Key terms and their meanings as used throughout the agreement

4. Supply Terms: Core obligations regarding supply of goods, including ordering process and forecasting requirements

5. Pricing and Payment: Price structure, payment terms, invoicing requirements, and any volume-based discounts

6. Delivery: Delivery terms, timing, logistics arrangements, and risk transfer provisions

7. Quality and Inspection: Quality standards, inspection rights, acceptance procedures, and rejection protocols

8. Warranties: Product warranties, quality guarantees, and compliance with applicable laws

9. Term and Termination: Duration of agreement, renewal provisions, and termination rights

10. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices

Optional Sections

1. Minimum Purchase Commitments: Specific provisions for minimum order quantities and consequences of failing to meet these commitments

2. Territory Restrictions: Geographic limitations on sales and distribution rights

3. Marketing and Promotion: Requirements for promotion, marketing, and brand protection

4. Data Protection: Compliance with Singapore Personal Data Protection Act and data handling procedures

5. Insurance Requirements: Specific insurance coverage requirements for both parties

6. Intellectual Property: IP rights, licensing terms, and brand usage guidelines

Suggested Schedules

1. Schedule 1 - Product Schedule: Detailed list of products covered by the agreement with specifications and SKUs

2. Schedule 2 - Price List: Comprehensive pricing structure, volume discounts, and payment terms

3. Schedule 3 - Service Level Agreement: Performance metrics, delivery timeframes, and quality standards

4. Schedule 4 - Quality Standards: Detailed quality specifications, testing procedures, and compliance requirements

5. Schedule 5 - Delivery Requirements: Specific delivery locations, timing requirements, and logistics procedures

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






























Industries

Sale of Goods Act (SOGA): Primary legislation governing sale of goods and basic contractual obligations, including quality of goods, delivery terms, and transfer of title

Singapore Contract Act: Fundamental contract law principles including rules on contract formation, offer, acceptance, consideration, and intention

Regulation of Imports and Exports Act: Controls and regulates import/export activities and supply chain operations in Singapore

Customs Act: Governs customs procedures, duties, and related supply chain requirements

Strategic Goods (Control) Act: Controls the transfer and brokering of strategic goods, including restricted or controlled items

Consumer Protection (Fair Trading) Act: While primarily for consumer transactions, provides general framework for fair trading practices

Competition Act: Regulates anti-competitive practices and price fixing in business operations

Electronic Transactions Act: Governs electronic communications and transactions in contractual relationships

GST Act: Covers tax implications, obligations and registration requirements for goods and services tax

Personal Data Protection Act (PDPA): Regulates collection, use, disclosure and care of personal data in Singapore

Food Safety Regulations: Specific regulations governing food products and safety standards if applicable to the wholesale agreement

Health Products Act: Regulates health products and related materials if applicable to the wholesale agreement

INCOTERMS: International commercial terms defining responsibilities of buyers and sellers in international transactions

UN Convention on Contracts for International Sale of Goods (CISG): International sales law that may apply to cross-border wholesale transactions

Consumer Protection (Trade Descriptions and Safety Requirements) Act: Ensures accuracy in trade descriptions and compliance with safety requirements

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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