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Wholesale Supply Agreement for Durable Goods Distributors

Merchant Wholesalers, Durable Goods · NAICS 423 · Wholesale Supply Agreement

This Wholesale Supply Agreement is tailored for merchant wholesalers of durable goods (NAICS 423). It establishes the terms under which a supplier sells goods to a distributor or reseller, covering product specifications, pricing, delivery, warranties, and returns. Durable goods—such as machinery, equipment, and supplies—often involve significant shipping risk, complex warranty pass-through, and product liability concerns. This agreement helps you clarify responsibilities, reduce disputes, and protect your business. Use it to create a professional draft that you can customize and review with your attorney.

When you need this document

When you regularly supply durable goods to a distributor or retailer and need a master agreement.
When you are an importer or manufacturer selling to regional wholesalers and need consistent terms.
When you want to formalize pricing, delivery, and return policies with a new wholesale customer.
When you need to pass through manufacturer warranties to downstream buyers while limiting your own liability.
When you are expanding your wholesale operations and need a standard contract for multiple buyers.

What the generated draft includes

Parties and effective date
Products and specifications
Pricing and payment terms
Delivery and risk of loss (FOB terms)
Warranty and disclaimer of warranties
Returns and restocking fees
Limitation of liability and indemnification
Governing law and dispute resolution

Frequently asked questions

What is the difference between FOB Origin and FOB Destination?

FOB Origin means the buyer takes ownership and risk once the goods leave the supplier's dock. FOB Destination means the supplier retains risk until delivery. This agreement lets you choose the term that fits your shipping practices.

Can I pass through the manufacturer's warranty to my customers?

Yes, the agreement includes a warranty pass-through clause so you can assign the manufacturer's warranty to the buyer, while also disclaiming any additional implied warranties to the extent allowed by law.

How do I handle returns for damaged goods?

The agreement specifies a return window and conditions. For goods damaged in transit, the buyer must note the damage on the delivery receipt and file a claim with the carrier. For defective goods, you may require a Return Goods Authorization (RGA) before return.

Self-help document generator: you get a structured draft based on the facts you provide. It is not legal, tax, or financial advice; verify jurisdiction-specific rules before sending.