hereinafter referred to as “Wholesaler” which expression
shall where the context so admits include his/her/its personal representatives and assigns) on the
hereinafter referred to as “Retailer” which expression
shall where the context so admits include his/her/its successors and assigns) of the other part.
i. Wholesaler is desirous of entering into an agreement with Retailer which will
automatically become a legally binding contract.
ii. Both parties are in agreement that the Wholesaler has food products that Retailer will
purchase at wholesale and resell at their retail locations.
iii. Wholesaler and Retailer agree that this agreement is enforceable under any circumstance
and by executing the same they have decided to abide by the terms and conditions herein.
IN CONSIDERATION of the mutual promises and other valuable consideration
exchanged by the Parties as set forth herein, the Parties, intending to be legally bound,
HEREBY AGREE AS FOLLOWS: –
1. MINIMUM ORDER VALUE
Both the Wholesaler and Retailer have agreed the minimum order value is
Any Returns must be made in writing directly to the Wholesaler within 7 days of delivery date
quoting invoice number and reasons. No returns are acceptable without prior approval and
authorization of the Wholesaler.
3.1 Wholesaler accepts credit card (MasterCard, Visa) and EFT payments.
3.2 If paying via EFT, the Retailer shall email the Wholesaler proof of payment.
4. DAMAGES AND DEFECTS
4.1 Retailer has the obligation to inspect the food products before taking them from the
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4.2 Both parties are in agreement that Wholesaler will not be liable for any damage or defect
incurred on the food products once the Retailer takes possession of the food products.
Out of stock food products will be back-ordered and shown on the Retailer’s invoice. If back-
ordered food products are in stock at the time of Retailer’s next order they will be added t
Retailer’s order without duplication.
Save with regard to matters which require to be fulfilled and are in fact fulfilled prior to or at the
Execution Date, this Wholesaler Agreement shall continue to be in full force and effect.
7. DISPUTE RESOLUTION
7.1 Should any dispute arise between the Wholesaler and Retailer with regard to the
interpretation, rights, obligations and/or implementation of any one or more of the provisions of
this wholesaler agreement, the parties shall in the first instance attempt to resolve such dispute by
7.2 Should such negotiations fail to achieve a resolution within fourteen (14) days, either party
may declare a dispute by written notification to the other, whereupon such dispute shall be
referred to mediation.
8. INTENTION TO BE BOUND
8.1 Each of the parties hereby agrees and confirms for the purposes of the Law of Contract that it
has executed this Wholesaler Agreement with the intention of binding himself/ herself fully to
the contents hereof.
8.2 No person who is not a party to this Wholesaler Agreement shall be made a party to this
Wholesaler Agreement or shall have any right to rely on or enforce any term of this Wholesaler
Failure to honor the terms of this Wholesaler Agreement by any of the parties automatically
terminates this Wholesaler Agreement.
10. ENTIRE AGREEMENT
This Wholesaler Agreement represents the entire agreement between the parties hereto and
supersedes all prior and contemporaneous written or oral agreements and all other
communications between the parties relating to the subject matter to be rendered hereunder. Any
additions, deletions or modifications shall not be binding on either party unless accepted and
approved in writing by duly authorized representatives of both parties. In the event of any
contradictory provisions between this Agreement and other documents issued by the owner in
connection herewith, the terms set forth in the body of this Agreement shall prevail.
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IN WITNESS WHEREOF this wholesaler agreement has been duly executed by the parties
hereto the day and year first herein before written.
SIGNED BY THE WHOLESALER
SIGNED BY THE RETAILER