Bulk Sale Agreement for Wholesalers and Distributors

What a good one includes

• A detailed schedule specifying the exact quantity, quality standards, and technical descriptions of the goods being sold to prevent any confusion about the order.
• Clear payment terms detailing the payment schedule, accepted transaction methods, deposit requirements, and interest penalties for overdue invoices.
• Explicit delivery terms using international standards like Incoterms to define which party pays for transport and where risk of loss transfers.
• A strict inspection and acceptance window during which the buyer must inspect the goods and report defects before they are legally deemed accepted.
• A retention of title clause stating that ownership of the goods remains with the seller until full and cleared payment is received.
• A governing law and dispute resolution clause specifying the legal jurisdiction and whether conflicts will be settled through mediation, arbitration, or court.

Common mistakes to avoid

• Failing to define delivery obligations using precise Incoterms, which leads to costly disputes over who is responsible for transit damage.
• Allowing an open-ended inspection period that permits buyers to claim refunds or return goods weeks after delivery has been completed.
• Neglecting to include a retention of title clause, leaving you without legal ownership of your stock if the buyer defaults or goes bankrupt before paying.
• Omitting a force majeure clause, which leaves your business liable for breach of contract if global supply chain disruptions delay your shipments.

Frequently asked questions