Whole Sale Contract for the Netherlands

Whole Sale Contract Template for Netherlands

A comprehensive commercial agreement governed by Dutch law that establishes the terms and conditions for wholesale trading between a supplier and a buyer. This document outlines crucial aspects including product specifications, ordering processes, pricing mechanisms, delivery terms, quality standards, and warranty provisions. It incorporates relevant provisions from the Dutch Civil Code (Burgerlijk Wetboek) and applicable EU regulations, ensuring compliance with both national and European commercial law requirements. The agreement is structured to facilitate large-scale business-to-business transactions while providing clear guidelines for operational procedures and risk allocation.

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What is a Whole Sale Contract?

This Whole Sale Contract template is designed for use in the Netherlands, complying with Dutch commercial law and EU regulations. It serves as a fundamental agreement between suppliers/manufacturers and wholesale buyers/distributors, establishing the framework for bulk purchase and sale transactions. The document is particularly useful when parties need to formalize their trading relationship with clear terms on product specifications, pricing, delivery, and quality standards. It incorporates essential provisions from the Dutch Civil Code (Burgerlijk Wetboek) and addresses critical aspects of wholesale trading such as minimum order quantities, payment terms, and risk allocation. This contract type is crucial for businesses engaged in large-scale commercial transactions and requires careful consideration of both legal compliance and practical operational requirements.

What sections should be included in a Whole Sale Contract?

1. Parties: Identification of the seller and buyer with full legal names and registered addresses

2. Background: Context of the wholesale arrangement and brief description of each party's business

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

4. Scope of Agreement: Overview of the wholesale arrangement and general obligations of both parties

5. Product Specifications: Detailed description of products covered under the agreement

6. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities

7. Pricing and Payment Terms: Product pricing, payment methods, payment schedules, and late payment consequences

8. Delivery Terms: Delivery obligations, timeframes, Incoterms (if applicable), and risk transfer

9. Quality Standards: Required product quality standards, inspection rights, and quality control procedures

10. Warranties: Warranties regarding product quality, conformity, and fitness for purpose

11. Term and Termination: Duration of agreement and circumstances for termination

12. Liability and Indemnification: Limitations of liability and indemnification obligations

13. Force Majeure: Circumstances excusing performance and related procedures

14. Confidentiality: Protection of confidential information exchanged during the business relationship

15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Whole Sale Contract?

1. Exclusive Distribution Rights: Used when granting exclusive rights for specific territories or customer segments

2. Intellectual Property Rights: Include when dealing with branded products or licensed materials

3. Storage and Warehousing: Required when specific storage conditions or warehousing arrangements are part of the agreement

4. Marketing and Promotion: Include when parties have specific marketing obligations or restrictions

5. Insurance Requirements: Needed when specific insurance coverage is required from either party

6. Compliance with Trade Laws: Essential for international trade arrangements

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

8. Return and Recall Procedures: Important for products that may require recalls or have specific return policies

9. Performance Targets: Include when minimum purchase quantities or performance metrics are required

10. Training and Support: Necessary when product handling requires specific training or ongoing support

What schedules should be included in a Whole Sale Contract?

1. Schedule 1 - Product List and Specifications: Detailed list of products with technical specifications and SKUs

2. Schedule 2 - Price List: Current pricing for all products, including any volume discounts or special pricing arrangements

3. Schedule 3 - Delivery Locations: List of approved delivery locations and any specific delivery requirements

4. Schedule 4 - Quality Standards and Testing Procedures: Detailed quality requirements and testing protocols

5. Schedule 5 - Service Level Agreement: Specific performance metrics and service levels to be maintained

6. Schedule 6 - Authorized Representatives: List of authorized representatives for both parties

7. Appendix A - Order Form Template: Standard template for placing orders

8. Appendix B - Returns Form: Standard documentation for product returns

9. Appendix C - Compliance Certificates: Required compliance certificates and regulatory approvals

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

Netherlands

Publisher

Genie AI

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Distribution

Fast-Moving Consumer Goods (FMCG)

Electronics

Automotive Parts

Food and Beverage

Pharmaceuticals

Industrial Equipment

Textiles and Apparel

Construction Materials

Agricultural Products

Chemical Products

Relevant Teams

Legal

Procurement

Commercial

Supply Chain

Operations

Finance

Sales

Compliance

Business Development

Logistics

Quality Assurance

Risk Management

Relevant Roles

Procurement Manager

Commercial Director

Supply Chain Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Purchasing Director

Sales Director

Commercial Manager

Trade Compliance Officer

Finance Manager

Logistics Manager

Category Manager

Vendor Manager

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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