Wholesale Agreement

A wholesale agreement sets bulk resale purchasing terms between a supplier and merchant, including price tiers, minimum orders, delivery, returns, channel rules, and product compliance.

A useful document turns the parties' actual arrangement into measurable duties, approvals, timing, remedies, and a reliable execution record. Its terms should be reconciled to the transaction rather than copied from an unrelated form.

• A brand supplies a chain of independent stores
• A food producer sells case quantities to grocers
• A manufacturer offers price tiers to online merchants

The document name alone does not determine the right structure. Consider a different instrument or qualified legal review when any of these conditions applies:

• Not for consignment where the merchant does not buy inventory
• Not for a franchise or agency relationship that grants brand-system or representative authority

Record exact facts before clauses are written. Names, authority, dates, amounts, defined terms, dependencies, and incorporated materials should be verifiable and consistent.

• Product catalog and authorized territory or channels
• Wholesale prices, discounts, minimum orders, and payment
• Lead times, forecasts, and stock-out allocation
• Resale certificates, labeling, and product safety records

These decisions shape the allocation of responsibility and should not be left for boilerplate to decide:

• Whether pricing is fixed or updated by notice
• Whether resale channels or territory are limited
• Who bears customer returns and recall costs
• How unsold stock is handled at termination

• Purchase and resale status; no agency
• Order minimums, price lists, and changes
• Fulfillment, title, risk, and inspection
• Returns, defects, recalls, and warranty support
• Brand use, channel restrictions, and termination

Every provision should use the same parties, dates, standards, defined terms, and document hierarchy. A clause that is reasonable by itself can still create a conflict when it is not reconciled with payment, default, termination, or another exhibit.

1. 01Describe the intended result and the relationship in plain language.
2. 02Confirm parties, authority, governing jurisdiction, dates, money, property, services, and approvals.
3. 03Resolve the key decisions and identify every schedule, exhibit, disclosure, consent, or filing.
4. 04Draft the provisions as one consistent system, then review the complete execution set before signature.

An agreement cannot by itself shift statutory product safety, consumer warranty, or tax duties. Channel limits and resale-pricing practices also require antitrust review.

The main agreement may establish the framework while schedules, exhibits, disclosures, consents, or operational records supply transaction-specific details.

• Current SKU and wholesale price schedule
• Resale or exemption certificate
• Product labels and recall contact plan

Each incorporated document should be identified precisely, use the same names and effective date, and follow a stated order of precedence if terms conflict.

Verify each reseller's status, tax documentation, approved channels, inventory records, and current price schedule before the first shipment.

• Confirm legal names, roles, capacity, addresses, and signing authority
• Reconcile dates, amounts, definitions, cross-references, schedules, and exhibits
• Confirm that duties, deadlines, approvals, acceptance standards, and payment triggers are measurable
• Check that default, termination, remedies, and surviving obligations work together
• Complete jurisdiction-specific forms, notices, witnesses, notarization, filings, or professional review when applicable
• Deliver and preserve the complete signed package with its incorporated documents

These sources provide federal, state-resource, regulatory, or institutional context. They do not replace checking the law and required forms applicable to the parties, transaction, and governing jurisdiction.

1. Source 1

   D.C. Code, Article 2 — Sales

   D.C. Council. Enacted sales rules on formation, performance, warranties, breach, and remedies.

2. Source 2

   D.C. Code § 28:2-509 — Risk of loss

   D.C. Council. Enacted default risk-of-loss rules for goods.

3. Source 3

   Dealings with Competitors

   Federal Trade Commission. Current FTC guidance on competition risks when rivals collaborate, share information, or restrict independent conduct.