Are electronic signatures legally binding?

Yes. Electronic signatures generally satisfy the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and reliable record retention exist. Certain exceptions like wills or court orders remain ineligible.

When is notarization required?

Not typically required for wholesale sales agreements. Notarization is only necessary if a state law or specific financing arrangement demands it or if a party requests additional verification.

How should delivery and risk be documented?

Use clear Incoterms or contract language specifying title transfer, carrier responsibility, inspection windows, and insurance obligations to avoid disputes over loss during transit.

What records should I keep for tax audits?

Retain invoices, signed agreements, delivery evidence, and payment records for at least 3 years in line with IRC §6501(a); retain longer when fraud or understated income is suspected.

How do I amend an existing agreement?

Document amendments in writing signed by authorized representatives; include effective date and reference to the original agreement to prevent ambiguity about changed terms.

What happens if a party lacks signing authority?

Contracts signed by unauthorized individuals are at risk of being voided. Confirm signatory authority in the signature block and consider a corporate resolution or proof of delegation when necessary.

Electronic Signature
Templates
Miscellaneous
Wholesale Sales Agreement

Wholesale Sales Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

WHOLESALE SALES AGREEMENT

This Wholesale Sales Agreement (the "Agreement") is entered into as of Effective Date: by and between Seller Name: (hereinafter "Seller") and Buyer Name: (hereinafter "Buyer"). Seller and Buyer may each be referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Seller is engaged in the business of manufacturing, distributing, or sourcing the Products described in this Agreement and has the capacity to sell such Products in wholesale quantities; and

WHEREAS, Buyer desires to purchase Products from Seller for resale or wholesale distribution under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the sale and purchase of such Products.

1. SCOPE OF WORK

Seller agrees to sell and Buyer agrees to purchase, on the terms set forth herein, the Products described in the Product Schedule attached hereto or set forth below. The Parties acknowledge that quantities, specifications, packaging, labeling, and delivery requirements shall be as set forth in this Section and the Product Schedule.

Product Schedule / Description

2. PRICE AND PAYMENT TERMS

The purchase price for the Products shall be as set forth in the Product Schedule or as otherwise agreed in writing between the Parties. All prices are exclusive of taxes, duties, and shipping costs unless expressly stated otherwise.

Total Contract Amount (if applicable) Payment Schedule / Terms Method of Payment

Late payments shall bear interest at the rate of on the outstanding balance, calculated monthly, or the maximum rate permitted by applicable law, whichever is less. Buyer shall also be responsible for reasonable collection costs, including attorneys' fees.

3. DELIVERY; TITLE; RISK OF LOSS

Delivery terms shall be as agreed in the Product Schedule. Unless otherwise agreed in writing, title and risk of loss shall pass to Buyer upon delivery to the carrier at Seller's shipping point.

Estimated Delivery Dates / Lead Times

4. INSPECTION AND ACCEPTANCE

Buyer shall inspect Products within a commercially reasonable time after receipt. If Buyer discovers nonconforming Products, Buyer must notify Seller in writing specifying the nature of the nonconformity and provide reasonable evidence thereof. Failure to provide timely notice shall constitute acceptance of the Products.

5. WARRANTIES; RETURNS

Seller warrants that at the time of delivery the Products will conform to the specifications set forth in the Product Schedule and will be free from material defects in materials and workmanship for a period specified in the Product Schedule or, if none is specified, for ninety (90) days. Seller's sole obligation and Buyer's exclusive remedy for breach of this warranty shall be, at Seller's option, repair, replacement, or refund of the purchase price of the nonconforming Product. This warranty does not apply to defects resulting from misuse, modification, improper storage, or normal wear and tear.

6. CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may obtain confidential information of the other Party, including pricing, product specifications, customer lists, and business plans ("Confidential Information"). Each Party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except as necessary to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. The obligations in this Section shall not apply to information that is or becomes publicly known through no breach by the receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

7. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Either Party may terminate for insolvency, bankruptcy, or assignment for the benefit of creditors upon written notice.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims resulting from the indemnifying Party's negligence, willful misconduct, or breach of its obligations under this Agreement. Except for willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages, and each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid or due by Buyer to Seller under the applicable purchase giving rise to the claim.

9. FORCE MAJEURE

Neither Party shall be liable for delays or failures to perform caused by events beyond its reasonable control, including acts of God, strikes, shortages, governmental actions, epidemics, fire, or flood, provided that the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice). Notices shall be deemed given upon receipt by hand delivery, courier, electronic mail with confirmation, or three (3) business days after deposit with the national postal service.

Seller Notice Address Seller Contact (Name, Email, Phone) Buyer Notice Address Buyer Contact (Name, Email, Phone)

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any Product Schedule(s) and purchase orders expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13. MISCELLANEOUS

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Seller may assign to an affiliate or to a successor in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Seller:

By:

Date:

Buyer:

By:

Date:

What a Wholesale Sales Agreement Covers

A Wholesale Sales Agreement is a written contract between a supplier and a reseller or distributor that sets terms for the sale of goods in bulk. It defines parties, product descriptions, quantity tiers, price schedules, payment terms, delivery logistics, transfer of risk, inspection and acceptance criteria, warranties, and remedies for breach. These agreements control recurring orders, minimum purchase commitments, returns and restocking policies, and allocation of shipping or insurance costs. Well-drafted wholesale agreements reduce disputes by making expectations and remedies explicit for high-volume commercial transactions.

Why a Clear Wholesale Sales Agreement Matters

A precise Wholesale Sales Agreement protects margin and cash flow, allocates delivery and inspection risk, and reduces litigation exposure by documenting pricing, payment cycles, and remedies. When executed electronically, it meets federal ESIGN standards (15 U.S.C. ch. 96) and state UETA rules, supporting enforceability for interstate and intrastate commerce.

Who Typically Relies on Wholesale Sales Agreements

Parties should ensure signatory authority and scope of delegated purchasing are documented to avoid challenges to contract validity.

Wholesalers and manufacturers who sell products in volume and need standardized terms for pricing, lead times, and returns.
Distributors and resellers who require predictable supply, credit terms, and product warranties to manage resale commitments.
Procurement teams at retail chains or B2B buyers that need performance guarantees, inspection rights, and late delivery remedies.

Core Clauses to Include in a Wholesale Sales Agreement

A professional agreement groups essential clauses so parties can quickly find obligations and remedies during order cycles and disputes.

Parties

Identify each legal entity with full legal name, business type, principal place of business, and a designated contact person for notices and purchase orders.

Goods Description

List SKU numbers, specifications, packaging standards, acceptable tolerances, sample references, and any labeling or certification requirements for the products covered.

Price & Payment

Specify unit prices, volume discounts, currency, invoicing schedule, payment terms (net days), late fees, and whether taxes or duties are included or pass-through.

Delivery & Risk

Define shipping Incoterms, delivery windows, title transfer point, carrier selection, insurance responsibilities, and procedures for shortages or damaged shipments.

Warranties & Returns

State warranty scope and duration, return authorization process, inspection period, remedies (repair, replace, credit), and restocking fees if applicable.

Breach & Termination

Specify cure periods, liquidated damages if appropriate, termination rights for insolvency, and surviving obligations such as confidentiality and indemnity clauses.

Step-by-Step: Filling and Finalizing a Wholesale Sales Agreement

Follow this sequence to create a clear, enforceable wholesale contract and minimize rework.

01

Gather documents: Collect product specs, pricing schedules, and existing POs.
02

Draft terms: Populate standard clauses and adapt delivery, payment, and warranty language.
03

Review and negotiate: Share with counterparty and resolve ambiguities in writing.
04

Execute: Sign with authorized representatives and distribute executed copies.

Typical Workflow for Executing and Using the Agreement

A repeatable workflow keeps ordering consistent and enforces contract terms across purchase cycles.

Draft and Attach: Attach schedules and technical exhibits to the base agreement for clarity.
Issue Purchase Orders: Buyers create POs referencing the agreement and agreed SKUs.
Ship and Inspect: Supplier ships; buyer inspects per acceptance window and documents exceptions.
Invoice and Settle: Supplier invoices per terms; reconcile short shipments or credits.

Configuring an Online Workflow for Wholesale Contracts

Set up the digital workflow to enforce signer order, required fields, and attachments for each transaction.

Field	Configuration
Signer Order	Assign sequential signing for approvals and final signature
Required Fields	Make price, quantity, and effective date mandatory
Attachments	Require product spec and COA uploads when applicable
Reminders	Enable automated reminders for outstanding signatures

Technical Requirements for Digital Execution

Confirm the platform complies with ESIGN/UETA and can produce a reproducible audit trail for each executed agreement.

File Formats: PDF and DOCX supported
Authentication: Email and optional SMS or KBA
Integrations: CRM and ERP connectivity

Typical Timeframes and Critical Dates in Wholesale Agreements

Track these deadlines in contract administration to avoid late performance and payment disputes.

Effective Date:

Date when obligations begin; often the signature date

Delivery Window:

Buyer must accept deliveries within agreed shipment dates or per Incoterm

Inspection Period:

Buyer typically has a set period (e.g., 7–30 days) to inspect and reject

Payment Due:

Invoice due date as specified (Net 30, Net 60, etc.)

Warranty Period:

Timeframe for warranty claims after acceptance

Key Milestones from Negotiation to Close

This milestone sequence helps legal and operations teams coordinate contract activation and fulfillment.

01

Negotiation

Define price, quantity tiers, and lead times before issuing the agreement

02

Execution

Both parties sign and date the agreement to lock terms

03

Fulfillment

Supplier schedules production and ships against purchase orders

04

Closeout

Complete final inspections, resolve credits, and archive executed documents

Common Preparation Mistakes to Avoid

Leaving pricing terms vague or missing tier thresholds, which leads to disputes over discounts and rebates.
Failing to attach product specifications and acceptance tests, causing frequent rejections and return claims.
Not documenting which Incoterm applies or who bears freight and insurance, creating unexpected cost allocation.
Allowing unsigned amendments or verbal changes without written confirmation, undermining enforceability of modified terms.

Consequences of an Incorrect or Incomplete Agreement

Financial Loss: Missed margin protection

Tax Exposure: Incorrect sales tax handling

Legal Disputes: Breach litigation risk

Delivery Delays: Unclear lead times

Compliance Violations: Regulatory penalties possible

Reputation Harm: Damaged trading relationships

eSignature Vendor Comparison for Executing Wholesale Sales Agreements

Below is a concise feature and price snapshot to compare signNow with common alternatives for contract execution.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Free trial available	Free trial available	Free trial available	Free trial available
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Wholesale Sales Agreements

Answers to common legal, operational, and digital execution questions to help avoid pitfalls during drafting and signing.

Need help? Contact support

Are electronic signatures legally binding?
Yes. Electronic signatures generally satisfy the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and reliable record retention exist. Certain exceptions like wills or court orders remain ineligible.
When is notarization required?
Not typically required for wholesale sales agreements. Notarization is only necessary if a state law or specific financing arrangement demands it or if a party requests additional verification.
How should delivery and risk be documented?
Use clear Incoterms or contract language specifying title transfer, carrier responsibility, inspection windows, and insurance obligations to avoid disputes over loss during transit.
What records should I keep for tax audits?
Retain invoices, signed agreements, delivery evidence, and payment records for at least 3 years in line with IRC §6501(a); retain longer when fraud or understated income is suspected.
How do I amend an existing agreement?
Document amendments in writing signed by authorized representatives; include effective date and reference to the original agreement to prevent ambiguity about changed terms.
What happens if a party lacks signing authority?
Contracts signed by unauthorized individuals are at risk of being voided. Confirm signatory authority in the signature block and consider a corporate resolution or proof of delegation when necessary.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now