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Wholesale Distribution Agreement

Wholesale Distribution Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Wholesale Distribution Agreement

"I need a Wholesale Distribution Agreement for my Hong Kong-based electronics manufacturing company to appoint an exclusive distributor for mainland China and Southeast Asia, with specific provisions for minimum annual purchase quantities and quarterly sales targets, to be effective from March 1, 2025."

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Document background
The Wholesale Distribution Agreement is a critical commercial contract used when a manufacturer or supplier wishes to appoint a distributor to sell their products to retailers or other businesses in Hong Kong and potentially surrounding territories. This agreement is particularly important in Hong Kong's dynamic trading environment, where it serves as a key hub for international commerce. The document typically includes detailed provisions on exclusivity, territory definitions, minimum purchase requirements, pricing structures, and compliance with local regulations. It's essential for businesses expanding their distribution networks in Hong Kong and the Asia-Pacific region, providing legal protection while ensuring clear operational guidelines for both parties. The agreement must comply with Hong Kong's common law system and relevant ordinances, particularly those relating to competition, trade descriptions, and commercial contracts.
Suggested Sections

1. Parties: Identifies and provides full legal details of the supplier and distributor

2. Background: Provides context for the agreement and brief description of each party's business

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Appointment and Territory: Establishes the distributor's appointment, exclusivity status, and defined territory

5. Term and Renewal: Specifies initial term, renewal conditions, and notice periods

6. Distributor Obligations: Details the distributor's key responsibilities, including sales targets, marketing, and reporting

7. Supplier Obligations: Outlines the supplier's commitments regarding product supply, support, and training

8. Ordering and Delivery: Specifies procedures for ordering, minimum orders, delivery terms, and timelines

9. Prices and Payment: Details pricing structure, payment terms, and invoice procedures

10. Intellectual Property Rights: Addresses trademark usage, brand protection, and IP ownership

11. Confidentiality: Defines confidential information and protection obligations

12. Warranties and Indemnities: Specifies product warranties and mutual indemnification provisions

13. Termination: Details grounds for termination and post-termination procedures

14. General Provisions: Includes standard clauses like force majeure, notices, and governing law

Optional Sections

1. Product Training: Detailed training requirements when products are technically complex or require specific handling

2. Quality Control: Specific quality assurance requirements for sensitive or regulated products

3. Insurance Requirements: Detailed insurance obligations when dealing with high-value or high-risk products

4. Data Protection: Specific data handling requirements when personal data processing is involved

5. Anti-Corruption Compliance: Detailed compliance requirements for industries or regions with high corruption risk

6. Export Control: Special provisions for products subject to export control regulations

7. Marketing and Promotion: Detailed marketing requirements when brand consistency is crucial

8. After-Sales Service: Service requirements for products requiring technical support or maintenance

9. Non-Competition: Restrictions on competing activities when exclusivity is important

Suggested Schedules

1. Products Schedule: Detailed list of products covered by the agreement, including specifications and prices

2. Territory Definition: Detailed description of geographical territory, including maps if necessary

3. Performance Targets: Specific sales targets, KPIs, and measurement criteria

4. Service Level Agreement: Detailed service standards and response times

5. Trademark Usage Guidelines: Specific rules and examples for brand usage

6. Commission Structure: Detailed breakdown of commission rates and calculation methods

7. Approved Sub-distributors: List of pre-approved sub-distributors if applicable

8. Technical Specifications: Detailed product technical specifications and requirements

9. Return and Warranty Procedures: Detailed procedures for handling returns and warranty claims

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

Consumer Goods

Electronics and Technology

Automotive Parts

Pharmaceuticals

Food and Beverage

Industrial Equipment

Fashion and Apparel

Cosmetics and Personal Care

Building Materials

Medical Devices

Telecommunications Equipment

Chemical Products

Relevant Teams

Legal

Commercial

Sales

Supply Chain

Operations

Business Development

Procurement

Compliance

Finance

Distribution

International Trade

Contract Management

Relevant Roles

Chief Commercial Officer

Head of Distribution

Supply Chain Director

Business Development Manager

Sales Director

Commercial Contracts Manager

Legal Counsel

Procurement Manager

Operations Director

Channel Manager

Trade Compliance Officer

Regional Sales Manager

Distribution Network Manager

Chief Operating Officer

General 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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