Party 1 Full name of the entity: Commercial registration number: Tax ID: Address of the headquarters: Name of the signing legal representative: Title of the representative (Director/Authorized): Phone: Email: | Party 2 Full name of the entity: Commercial registration number: Tax ID: Address of the headquarters: Name of the signing legal representative: Title of the representative (Director/Authorized): Phone: Email: |
This contract is concluded between the two parties whose complete details are provided in the attached contracting form, hereinafter referred to as "the First Party" (the wholesale supplier) and "the Second Party" (the buyer/trader/distributor), collectively referred to as "the Parties." In accordance with the provisions of the Egyptian Civil Law No. 131 of 1948 (Articles 418-438 concerning sale), the Commercial Law No. 17 of 1999, the Consumer Protection Law No. 181 of 2018, the Personal Data Protection Law No. 151 of 2020, and the prevailing laws and regulations in the Arab Republic of Egypt, this contract aims to regulate the wholesale sale relationship between the First Party (the wholesale supplier) and the Second Party (the buyer/trader/distributor), whereby the supplier is obligated to sell and deliver large quantities of goods and products to the buyer at the agreed-upon wholesale prices, in exchange for the buyer's commitment to pay the price, receive the goods, and distribute them (in case of an agreement on distribution), with the stipulation of delivery terms, minimum and maximum quantities, payment terms, guarantees, liability, compensation terms and penalties, and rights of cancellation and termination, all within a framework of transparency and adherence to the highest standards of commercial contracts and governing laws in the Arab Republic of Egypt. The parties have agreed to the following:
Article (1) Definitions of the Contract
1- The words and phrases set forth below - wherever they appear in this contract - shall have the meanings specified next to each of them, unless the context of the text requires a different meaning:
2- Contract: Refers to this wholesale sales agreement in its entirety, including all its terms and appendices, with its preamble considered an integral part thereof.
3- Supplier: The first party to this contract, being the natural or legal person responsible for the wholesale sale of goods and products, and supplying them to the buyer.
4- Buyer: The second party to this contract, being the natural or legal person (merchant, distributor, or company) who purchases goods and products at wholesale prices for the purpose of reselling or distributing them.
5- Goods / Products: The merchandise and physical items subject to wholesale sale, as detailed in Appendix (1) of this contract, including categories, specifications, quality, and trademarks.
6- Technical Specifications: The standards, metrics, quality, and characteristics that must be met by the goods/products, as specified in Appendix (2) of this contract.
7- Quantities: The quantities of goods/products to be supplied, as specified in Appendix (3) of this contract.
8- Minimum Purchase: The minimum quantity that the buyer is obligated to purchase during a specified time period (monthly, quarterly, annually).
9- Maximum Supply: The maximum quantity that the supplier is obligated to supply during a specified time period.
10- Wholesale Price: The discounted price that the supplier applies to the goods/products when sold in large quantities, as specified in Article (5) of this contract.
11- Total Price: The total amount due from the buyer for the supplied goods/products, based on the wholesale price and the quantities supplied.
12- Delivery: The process of transferring possession of the goods/products from the supplier to the buyer, at the time and place specified in this contract.
13- Acceptance: The process by which the buyer accepts the goods/products after inspecting them and ensuring they conform to the specifications.
14- Warranty: The supplier's commitment to the quality of the goods/products and their defect-free nature, as specified in Article (8) of this contract.
15- Contract Period: The duration during which the parties are bound by the provisions of this contract, as specified in Article (3) of this contract.
16- Related Parties: Includes subsidiaries, parent companies, sister companies, as well as directors, employees, contractors, consultants, agents, and representatives.
Article (2) Subject of the Contract and Goods / Products Subject to Wholesale Sale
1- First: Goods / Products Subject to Wholesale Sale:
2- The Supplier commits to selling and supplying the following goods/products to the Buyer at wholesale prices, as detailed in the attached annexes to this contract:
3- Categories of Goods/Products:
4- Technical Specifications:
5- Trademarks:
6- Country of Origin:
7- Condition of Goods/Products:
8- Second: Quantities and Minimum and Maximum Limits:
9- Minimum Purchase (Monthly):
10- Minimum Purchase (Annually):
11- Maximum Supply (Monthly):
12- Minimum Quantity for a Single Purchase Order:
13- Maximum Quantity for a Single Purchase Order:
14- In the event that the Buyer wishes to purchase quantities exceeding the maximum limit, prior written approval must be obtained from the Supplier.
15- Third: Packaging:
16- The Supplier is obliged to package the goods/products in a safe and appropriate manner, ensuring protection from damage during transportation and storage, in accordance with the standards agreed upon in Annex (4) of this contract.