Merchandise Sale and Purchase Agreement (Wholesale)

This is a plain language merchandise sale and purchase agreement. It can easily be adapted to a wholesale agreement. Suggested time periods are provided.

The terms below will govern the sale of merchandise relating toName of Event, Show, Sale, or Merchandise(“Merchandise”) by Name of Seller and/or other Seller entity([collectively, ]“Seller”) toName of Customer(“Customer”), for salesin connection with [description of specific event if necessary]expected to commence on or about start date and conclude on or about end date (such period, the “Term”)].

1. Prices and Payment.

1.1 Prices. Merchandise prices and minimum order quantities of Merchandise are set forth on Schedule A. Seller may change wholesale prices upon no less than Notice of price change period [five (5) days] prior notice to Customer.

1.2 Purchase Orders. Customer must submit written or digital purchase orders for the Merchandise no later than ten (10) business days prior to the requested delivery date, setting forth quantity, type, and requested delivery date of Merchandise. Purchase orders received fewer than ten (10) business days prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges (to be paid by Customer). All orders are processed subject to availability.

1.3 Payment. Customer will be invoiced for Merchandise orders and payment is due within Invoice Due date [thirty (30) days] of invoice date. Late payments incur a finance charge of two percent (2%) of the unpaid invoice balance per month, starting Time when finance charge/late fee kicks in [thirty (30) days] after the due date. Seller may withhold fulfillment of Customer’s additional purchase orders until past due payments, including any finance charges, are received in full.

1.4 Refund or Buy-back. Within Refund Time Limit of the conclusion of the Term, Customer may return any unsold Merchandise item(s) in original condition to Seller for a full refund of the invoice price of such Merchandise item(s) (or for credit to any outstanding invoice). Customer shall bear the cost of shipping, handling and insurance for returned Merchandise.

2. Shipping. Customer will be responsible for all Merchandise shipping and handling expenses, including (if applicable), customs clearance, import/export fees, freight risks and insurance, and Customer may be required to act as the importer of record for international shipments. Customer must notify Seller of any claimed shipping error or damage within Time limit to notify of error or damage [five (5) days]of receipt of Merchandise. Customer’s failure to give such notice within that five-day period shall be deemed a waiver of Customer's claim for incorrect or damaged shipments.

3. Returns. Within 10 days of Customer’s receipt of Merchandise, Customer may return (i) Merchandise that does not conform to Seller’s product specifications or (ii), Merchandise damaged or shipped incorrectly if notice of condition is given within Time limit to notify of error or damage [five (5) days] of receiving the merchandise. Returns will be credited to Customer’s account or replaced.

4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF CUSTOMER.

5. Miscellaneous.

5.1 Buyer-Seller Relationship. The relationship created by this agreement is solely a buyer-seller relationship. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.

5.2 Governing Law; Dispute Resolution. This agreement shall be governed by Governing State Law [New York] law. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in City where you would want to arbitrate [New York, New York] in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in City where you would want to receive judgement/damages [New York, New York].


  Acknowledged and agreed by:

Printed Name of Authorized Individual & Signature, Date, Time

Name of Customer Company

Customer Company address

 

Printed Name of Authorized Individual & Signature, Date, Time

Name of Seller Company

Seller Company address

Schedule A

Attach Price List/Invoice

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