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Wholesale Assignment Contract

Wholesale Assignment Contract Template for Hong Kong

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Key Requirements PROMPT example:

Wholesale Assignment Contract

"I need a Wholesale Assignment Contract for transferring my Hong Kong-based electronics distribution business to a Singapore company, including assignment of existing supplier relationships and customer contracts, with completion planned for March 2025."

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Document background
The Wholesale Assignment Contract is a specialized legal instrument used when a wholesale business in Hong Kong wishes to transfer its rights, obligations, and commercial relationships to another entity. This document is particularly crucial in scenarios involving business restructuring, sale of business divisions, or strategic realignment of wholesale operations. The contract, governed by Hong Kong law, must comply with local regulatory requirements while addressing complex commercial considerations specific to wholesale trade. It typically includes detailed provisions for the transfer of customer contracts, supplier agreements, inventory arrangements, and associated business assets. The document is essential for ensuring a smooth transition of business operations while maintaining existing commercial relationships and protecting both parties' interests under Hong Kong's legal framework.
Suggested Sections

1. Parties: Identification of the Assignor and Assignee, including full legal names and registered addresses

2. Background: Context of the assignment and wholesale arrangement, including the existing business relationship and purpose of the assignment

3. Definitions: Key terms used throughout the agreement, including technical, commercial, and legal definitions

4. Assignment: Core provision detailing what is being assigned, effective date, and scope of the assignment

5. Consideration: Details of payment or other consideration for the assignment

6. Warranties and Representations: Assignor's warranties regarding ownership, right to assign, and quality of assigned rights/goods

7. Delivery Terms: Specifications for delivery of goods, including timing, location, and logistics

8. Payment Terms: Payment schedule, method, and currency specifications

9. Quality Standards: Required quality standards for goods and inspection procedures

10. Title and Risk: Point of transfer of title and risk in the goods

11. Confidentiality: Protection of confidential information exchanged during the relationship

12. Governing Law and Jurisdiction: Confirmation of Hong Kong law and jurisdiction

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property Rights: Include when the assignment involves transfer of IP rights or licensing arrangements

2. Export/Import Requirements: Include for international wholesale transactions requiring specific trade compliance

3. Insurance: Include when specific insurance requirements need to be maintained by either party

4. Force Majeure: Include when parties want specific provisions for handling unforeseen circumstances

5. Non-Competition: Include when there are restrictions on competitive activities

6. Security Interests: Include when the assignment requires registration of security interests

7. Tax Provisions: Include when specific tax arrangements or implications need to be addressed

8. Transition Services: Include when the assignor needs to provide temporary support services

Suggested Schedules

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

2. Schedule 2 - Products Specification: Detailed technical specifications of products covered by the wholesale arrangement

3. Schedule 3 - Pricing Schedule: Detailed pricing structure, including any volume discounts or special pricing arrangements

4. Schedule 4 - Delivery Schedule: Specific delivery timeframes and logistics arrangements

5. Schedule 5 - Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria

6. Schedule 6 - Required Consents: List of third-party consents required for the assignment

7. Appendix A - Form of Notice: Template for notifying third parties of the assignment

8. Appendix B - Completion Checklist: List of actions required to complete the assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions














































Clauses



































Relevant Industries

Wholesale Trade

Manufacturing

Retail Distribution

Import/Export

Consumer Goods

Industrial Equipment

Electronics

Textiles

Food and Beverage

Pharmaceuticals

Construction Materials

Automotive Parts

Chemical Products

Relevant Teams

Legal

Operations

Commercial

Finance

Procurement

Supply Chain

Sales

Compliance

Risk Management

Business Development

Logistics

Relevant Roles

Commercial Director

Legal Counsel

Chief Operating Officer

Procurement Manager

Business Development Manager

Contracts Manager

Supply Chain Manager

Operations Director

Chief Financial Officer

Compliance Officer

Sales Director

Logistics Manager

Risk Manager

Commercial 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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