Purchase And Resale Agreement for Canada

Purchase And Resale Agreement Template for Canada

A comprehensive commercial agreement governed by Canadian law that establishes the terms and conditions under which one party purchases goods from another party with the intention of reselling them. The agreement covers crucial aspects such as pricing mechanisms, delivery terms, quality standards, territorial restrictions, and compliance with Canadian federal and provincial regulations. It includes provisions for warranty, liability, dispute resolution, and termination, while ensuring adherence to relevant Canadian commercial laws including the Sale of Goods Act and Consumer Protection Act.

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What is a Purchase And Resale Agreement?

The Purchase And Resale Agreement is a critical commercial contract used in Canadian business transactions where one party intends to purchase goods for subsequent resale. This document is essential when establishing distribution channels, retail partnerships, or wholesale arrangements. It should be used when parties need to clearly define their rights and obligations in a resale relationship, including specific terms for pricing, delivery, quality standards, and territorial restrictions. The agreement must comply with Canadian federal laws such as the Competition Act and provincial regulations governing commercial transactions. It's particularly important for businesses establishing new distribution channels or expanding their existing sales networks within Canada.

What sections should be included in a Purchase And Resale Agreement?

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase Terms: Core terms governing the initial purchase, including pricing, quantity, and delivery requirements

5. Resale Rights and Restrictions: Terms governing the buyer's right to resell the products and any territorial or customer restrictions

6. Ordering and Delivery: Procedures for placing orders, delivery timeframes, and logistics arrangements

7. Price and Payment: Pricing structure, payment terms, invoicing procedures, and any price adjustment mechanisms

8. Quality and Specifications: Product quality requirements, specifications, and compliance standards

9. Warranties and Representations: Warranties provided by both parties regarding products and business operations

10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

13. Dispute Resolution: Procedures for resolving disputes between the parties

14. General Provisions: Standard legal provisions including governing law, notices, and amendments

What sections are optional to include in a Purchase And Resale Agreement?

1. Intellectual Property Rights: Required when the products involve trademarks, patents, or other IP rights that need protection

2. Marketing and Promotion: Include when the agreement involves specific marketing obligations or restrictions

3. Minimum Purchase Requirements: Add when there are specific volume commitments or targets

4. Training and Support: Include when the seller provides product training or technical support

5. Insurance Requirements: Add when specific insurance coverage is required for the business relationship

6. Compliance with Laws: Include when dealing with regulated products or specific industry requirements

7. Return and Recall Procedures: Add for products that may require return or recall procedures

8. Exclusivity Provisions: Include when parties agree to exclusive purchasing or selling arrangements

9. Force Majeure: Add when specific events beyond parties' control need to be addressed

10. Data Protection: Include when personal data processing is involved in the business relationship

What schedules should be included in a Purchase And Resale Agreement?

1. Product Specifications: Detailed technical specifications and requirements for the products

2. Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing arrangements

3. Territory Definition: Detailed description of authorized sales territories or restricted areas

4. Service Level Requirements: Specific performance metrics and service level expectations

5. Quality Control Procedures: Detailed procedures for quality control and testing

6. Authorized Distributors/Customers: List of approved distributors or customer categories if restricted

7. Returns Policy: Detailed procedures for handling product returns and claims

8. Reporting Requirements: Templates and specifications for required business reports

9. Contact Information: Key contacts and escalation procedures for both parties

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Consumer Goods

Electronics

Automotive

Food and Beverage

Pharmaceuticals

Textiles

Industrial Equipment

Technology

Agriculture

Construction Materials

Medical Devices

Chemicals

Telecommunications

Relevant Teams

Legal

Procurement

Commercial

Supply Chain

Sales

Operations

Business Development

Vendor Management

Compliance

Finance

Distribution

Trade Operations

Relevant Roles

Procurement Manager

Commercial Director

Supply Chain Manager

Sales Director

Business Development Manager

Contract Manager

Legal Counsel

Chief Commercial Officer

Purchasing Manager

Operations Manager

Distribution Manager

Vendor Relations Manager

Category Manager

Trade Compliance Manager

Commercial Contracts Specialist

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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