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Wholesale Assignment Contract Template for Germany

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Key Requirements PROMPT example:

Wholesale Assignment Contract

"I need a Wholesale Assignment Contract for transferring our electronics distribution business in Munich to a major retail chain, including inventory, customer contracts, and supplier agreements, with completion planned for March 2025."

Document background
The Wholesale Assignment Contract is a specialized agreement used when a business entity wishes to transfer or assign wholesale rights, claims, or assets to another entity under German law. This document is particularly crucial in scenarios involving large-scale commercial transactions, business restructuring, or strategic partnerships in the wholesale sector. The contract must comply with specific requirements of German commercial law (HGB) and civil code (BGB), especially regarding the formal requirements for assignments (Abtretung) and commercial transactions between merchants (Kaufleute). It typically includes detailed provisions on asset identification, valuation, transfer mechanics, warranties, and ongoing obligations of both parties. The document is essential for ensuring legal certainty in wholesale trading relationships and protecting the interests of all involved parties while maintaining compliance with German commercial regulations.
Suggested Sections

1. Parties: Identification of the assignor and assignee, including full legal names, registration details, and addresses

2. Background: Context of the wholesale relationship and purpose of the assignment

3. Definitions: Definitions of key terms used throughout the agreement, including specific wholesale and commercial terms

4. Subject Matter of Assignment: Clear description of the rights, claims, or assets being assigned

5. Scope of Assignment: Detailed scope of what is included and excluded from the assignment

6. Purchase Price and Payment Terms: Financial terms including price, payment schedule, and payment mechanisms

7. Representations and Warranties: Assurances from the assignor regarding ownership, authority to assign, and quality of assigned rights

8. Obligations of the Parties: Ongoing responsibilities of both assignor and assignee

9. Transfer Mechanics: Process and timing for executing the assignment

10. Notices: Communication requirements and contact details

11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Third Party Consents: Required when assigned rights require consent from third parties

2. Intellectual Property Rights: Needed when IP rights are part of the assigned assets

3. Data Protection: Required when personal data is involved in the assigned rights

4. Non-Competition: Optional restrictions on assignor's future activities

5. Transition Services: When ongoing support from assignor is needed post-assignment

6. Bank Guarantees: When additional financial security is required

7. Force Majeure: When specific provisions for unforeseen circumstances are needed

8. Insurance: When specific insurance requirements need to be maintained

Suggested Schedules

1. Schedule 1 - Assigned Rights: Detailed list of all rights, claims, or assets being assigned

2. Schedule 2 - Excluded Assets: List of specifically excluded items from the assignment

3. Schedule 3 - Purchase Price Calculation: Detailed breakdown of the purchase price and calculation methodology

4. Schedule 4 - Form of Transfer Notice: Template for formal transfer notices required under the agreement

5. Schedule 5 - Required Consents: List of third-party consents required for the assignment

6. Schedule 6 - Transition Plan: Detailed procedures for implementing the assignment

7. Appendix A - Due Diligence Findings: Summary of key due diligence findings relevant to the assignment

8. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements applicable to the assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















































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Relevant Industries

Manufacturing

Wholesale Trade

Distribution

Retail

Consumer Goods

Industrial Products

Automotive

Electronics

Food and Beverage

Pharmaceutical

Chemical Industry

Construction Materials

Textiles

Agricultural Products

Relevant Teams

Legal

Commercial

Finance

Operations

Procurement

Supply Chain

Risk Management

Compliance

Business Development

Corporate Affairs

Relevant Roles

Commercial Director

Wholesale Manager

Legal Counsel

Contract Manager

Chief Financial Officer

Business Development Manager

Supply Chain Manager

Procurement Director

Operations Manager

Risk Manager

Compliance Officer

Corporate Lawyer

Finance Director

Commercial Operations 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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