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Wholesale Supply Agreement (NAICS 42)

Wholesale Trade · NAICS 42 · Wholesale Supply Agreement

A wholesale supply agreement is the backbone of any distribution relationship. It defines the terms under which a supplier sells goods to a buyer—typically a retailer or other reseller—for resale. In the wholesale trade industry (NAICS 42), this agreement is vital to protect your margins, clarify delivery responsibilities, and prevent disputes over payment or product quality. This tool helps you create a professional agreement that covers key commercial terms like pricing, payment, delivery, and warranties, tailored to your specific products and needs. Whether you are a foodservice distributor, electronics wholesaler, or building materials supplier, a solid supply agreement protects your business and builds trust with your customers.

When you need this document

When you are establishing a new ongoing supply relationship with a wholesale buyer.
When you need to formalize pricing and payment terms with an existing customer.
When you want to set minimum order quantities or volume discounts.
When you are expanding into a new territory or market and need clear delivery terms.
When you need to protect your business from liability and define warranty obligations.

What the generated draft includes

Parties and effective date
Products and specifications
Pricing and payment terms
Delivery and risk of loss (Incoterms)
Warranties and disclaimers
Limitation of liability and indemnification
Term and termination
Governing law and dispute resolution

Frequently asked questions

What is the difference between a wholesale supply agreement and a purchase order?

A wholesale supply agreement is a master contract that sets the ongoing terms between a supplier and buyer, while a purchase order is a specific request for a particular quantity of goods. The supply agreement governs the relationship and the PO triggers individual transactions.

Do I need to include Incoterms in my wholesale supply agreement?

Yes, Incoterms determine who is responsible for shipping costs, insurance, and risk of loss during transit. Using standard terms like FOB Origin or FOB Destination helps avoid misunderstandings and legal disputes.

Can I use this agreement for international wholesale transactions?

This tool creates a US-focused agreement with a governing state law. For international transactions, you may need additional clauses on import/export compliance, customs, and dispute resolution. Consult a lawyer for cross-border deals.

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.