Whole Sale Contract for Singapore

Whole Sale Contract Template for Singapore

A comprehensive wholesale contract governed by Singapore law that establishes the terms and conditions for bulk sale of goods between a supplier and buyer. The document incorporates provisions compliant with Singapore's Sale of Goods Act and Contract Law, including detailed specifications for product quality, pricing structures, delivery terms, and payment conditions. It addresses key aspects of wholesale trading while ensuring compliance with Singapore's regulatory framework for commercial transactions.

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What is a Whole Sale Contract?

The Wholesale Contract serves as a foundational document for businesses engaged in bulk trading operations within Singapore's jurisdiction. This agreement is essential when establishing ongoing commercial relationships for regular supply of goods in substantial quantities. The contract comprehensively addresses crucial elements including product specifications, pricing mechanisms, delivery schedules, and quality standards, while ensuring compliance with Singapore's commercial laws and regulations. It is particularly valuable for businesses seeking to establish clear terms for bulk purchases while maintaining legal protection under Singapore's robust commercial framework.

What sections should be included in a Whole Sale Contract?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the wholesale arrangement

3. Definitions: Key terms used throughout the agreement

4. Product Specifications: Detailed description of products, including quality standards

5. Pricing and Payment Terms: Price structure, payment schedule, and related conditions

6. Delivery Terms: Logistics, timing, and delivery obligations

7. Term and Termination: Duration of agreement and termination provisions

8. Warranties and Representations: Standard warranties regarding product quality and legal compliance

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction clauses

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

1. Minimum Purchase Requirements: Specifies mandatory purchase volumes for exclusive distribution arrangements

2. Territory Restrictions: Defines geographical limitations on sales for territorial distribution agreements

3. Marketing Obligations: Details requirements for product promotion when distributor has marketing responsibilities

4. Intellectual Property Rights: Addresses IP rights and usage when branded products are involved

5. Force Majeure: Provisions for unforeseen circumstances affecting contract performance

What schedules should be included in a Whole Sale Contract?

1. Schedule 1 - Product List: Detailed catalogue of products covered by the agreement

2. Schedule 2 - Price List: Comprehensive pricing structure and volume discounts

3. Schedule 3 - Quality Standards: Specific quality requirements and testing procedures

4. Schedule 4 - Delivery Schedule: Agreed delivery timeframes and locations

5. Schedule 5 - Service Level Agreement: Performance metrics and service standards if applicable

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

Singapore

Publisher

Genie AI

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Clauses
Industries

Sale of Goods Act (SOGA): Primary legislation governing contracts for sale of goods, defining rights and obligations of buyers and sellers, including quality standards, transfer of title, and delivery terms

Contracts Act (Cap. 53): Core legislation governing contract formation, including principles of offer, acceptance, consideration, and intention to create legal relations

Regulation of Imports and Exports Act: Regulates the import and export of goods in Singapore, including licensing requirements and trade controls

Customs Act: Governs customs procedures, duties, and requirements for importing and exporting goods in Singapore

Consumer Protection (Fair Trading) Act: Provides protection against unfair trading practices, may be applicable in wholesale contexts when dealing with smaller businesses

Electronic Transactions Act: Governs electronic communications and signatures in commercial transactions, providing legal recognition for electronic contracts

INCOTERMS: International commercial terms that define responsibilities of buyers and sellers in international trade transactions

United Nations Convention on Contracts for International Sale of Goods (CISG): International treaty providing uniform rules for international sale of goods, applicable if parties are from contracting states

Food Safety and Security Act: Specific regulations for food products trading, including safety standards and handling requirements

Health Products Act: Regulates trading of medical and pharmaceutical products, including licensing and safety requirements

Consumer Protection (Trade Descriptions and Safety Requirements) Act: Sets standards for product descriptions and safety requirements in trade

Competition Act (Cap. 50B): Prohibits anti-competitive practices and agreements in business transactions

Personal Data Protection Act (PDPA): Governs the collection, use, and disclosure of personal data in commercial transactions

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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