Wholesale Agreement Contract

This Wholesale Agreement Contract ("Contract") is made and entered into as of [DATE] by and between [YOUR NAME], located at [YOUR COMPANY ADDRESS] (“the Wholesaler”) and [CLIENT'S NAME], located at [CLIENT'S ADDRESS] (“the Buyer”), collectively referred to as "Parties".

1. Definition

1.1 Goods: Shall mean the products and merchandise to be supplied by Supplier to Buyer under this Contract, as described in Exhibit A attached hereto.

1.2 Purchase Order: This shall mean the Buyer's written or electronic order specifying the type, quantity, and price of the Goods to be purchased from the Supplier.

2. Supply of Goods

Supplier agrees to sell and deliver the Goods to Buyer, and Buyer agrees to purchase the Goods from Supplier, per the terms and conditions of this Contract.
Buyer shall submit Purchase Orders to Supplier specifying the quantity, description, and delivery date of the Goods. Supplier shall use its best efforts to fulfill Purchase Orders promptly and efficiently.
Any amendments or modifications to Purchase Orders must be mutually agreed upon in writing by both parties.

3. Price and Payment Terms

The price for the Goods shall be as outlined in Exhibit A. All prices are exclusive of any applicable taxes, duties, or other charges, which shall be borne by the Buyer.
Payment for the Goods shall be made by Buyer within 30 days from the date of receipt of the Goods unless otherwise agreed upon in writing by both parties.
Late payments shall accrue interest at the rate of 5% per month or the maximum rate permitted by law, whichever is lower.

4. Delivery and Acceptance

Supplier shall deliver the Goods to Buyer at the location specified in the Purchase Order, at Supplier's expense, unless otherwise agreed upon in writing by both parties.
Buyer shall inspect the Goods upon delivery and shall notify Supplier of any defects, shortages, or discrepancies within [Number] days of receipt. Failure to notify the Supplier within such period shall constitute acceptance of the Goods.

5. Warranties and Disclaimer

Supplier warrants that the Goods shall conform to the specifications outlined in Exhibit A and shall be free from defects in materials and workmanship.
Except for the express warranties forth herein, the supplier disclaims all other warranties, whether express, implied, or statutory, including without limitation, any implied warranties, of merchantability, fitness for a particular purpose, or noninfringement.

6. Indemnification

Each party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, employees, and agents ("Indemnified Party") from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Contract by the Indemnifying Party.

7. Confidentiality

Each party shall maintain the confidentiality of all confidential information disclosed by the other party in connection with this Contract and shall not disclose such information to any third party without the prior written consent of the disclosing party.

8. Termination

Either party may terminate this Contract upon written notice to the other party in the event of a material breach of any provision of this Contract by the other party, provided that the breaching party fails to cure such breach within [Number] days of receipt of written notice thereof.

9. Governing Law and Dispute Resolution

This Contract shall be governed by and construed following the laws of [Your Jurisdiction], without regard to its conflicts of law principles.
Any dispute arising out of or relating to this Contract shall be resolved exclusively through arbitration administered by [Arbitration Organization], following its rules and procedures.

10. Miscellaneous

This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Wholesale Agreement Contract as of the date first above written.

[YOUR COMPANY NAME]

[DATE SIGNED]

[CLIENT'S NAME]

[DATE SIGNED]