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1. Parties: Identification and details of the wholesaler and buyer, including registration numbers and business addresses
2. Background: Context of the wholesale arrangement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Scope of Agreement: Overview of the wholesale arrangement, including territory and exclusivity provisions if any
5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities
6. Pricing and Payment Terms: Price determination, payment methods, credit terms, and invoicing requirements
7. Delivery and Acceptance: Terms relating to delivery, inspection, acceptance, and rejection of goods
8. Title and Risk: Transfer of ownership and risk in the goods
9. Warranties and Quality Standards: Product quality guarantees and compliance with Malaysian standards
10. Term and Termination: Duration of agreement and circumstances for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. Force Majeure: Provisions for unforeseen circumstances affecting performance
13. Governing Law and Jurisdiction: Application of Malaysian law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Marketing and Promotion: Terms regarding marketing activities and brand usage - include if parties share marketing responsibilities
2. Intellectual Property: IP rights and licensing - include if branded products or proprietary systems are involved
3. Insurance: Insurance requirements - include for high-value goods or specific risk circumstances
4. Anti-Corruption: Compliance with anti-corruption laws - include for international trade or government-related contracts
5. Data Protection: Data privacy and protection measures - include if personal data processing is involved
6. Return and Recall Procedures: Product return and recall processes - include for perishable or regulated goods
7. Performance Targets: Sales targets and performance metrics - include if relationship includes performance requirements
8. Training and Support: Technical support and training provisions - include for complex products or systems
1. Schedule 1 - Product Specifications: Detailed specifications of products covered by the agreement
2. Schedule 2 - Price List: Comprehensive price list including any volume discounts or special pricing arrangements
3. Schedule 3 - Delivery Terms: Specific delivery locations, timeframes, and requirements
4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5 - Service Level Agreement: Performance metrics and service standards
6. Schedule 6 - Territory Map: Geographic areas covered by the agreement if territorially restricted
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Technical Requirements: Technical specifications and compliance requirements
Business Day
Commencement Date
Confidential Information
Delivery Location
Delivery Schedule
Force Majeure Event
Goods
Intellectual Property Rights
Invoice
Minimum Order Quantity
Order
Order Confirmation
Payment Terms
Price List
Product Specifications
Purchase Price
Quality Standards
Related Company
Service Level Requirements
Storage Requirements
Term
Territory
Trade Terms
Trading Hours
Unit Price
Warehouse
Warranty Period
Appointment
Term
Ordering Process
Pricing
Payment Terms
Delivery
Title and Risk
Quality Assurance
Product Specifications
Warranties
Storage and Handling
Returns and Refunds
Minimum Purchase Requirements
Performance Standards
Reporting Requirements
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Insurance
Indemnification
Limitation of Liability
Termination
Post-Termination Obligations
Non-Competition
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Variation
Waiver
Retail
Manufacturing
Consumer Goods
Electronics
Automotive Parts
Food and Beverage
Textiles
Construction Materials
Industrial Equipment
Agricultural Products
Pharmaceuticals
Chemical Products
Legal
Procurement
Commercial
Supply Chain
Operations
Sales
Compliance
Finance
Business Development
Risk Management
Procurement Manager
Commercial Director
Supply Chain Manager
Legal Counsel
Business Development Manager
Operations Director
Trading Manager
Contract Administrator
Chief Commercial Officer
Purchasing Manager
Sales Director
Compliance Officer
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