Wholesale Supply Agreement Solicitors
A wholesale supply agreement is a contract between a supplier or wholesaler and a trade customer, such as a retailer, setting out how goods are ordered, priced, delivered, paid for and returned.
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Adam Bernard Solicitors drafts wholesale and retail contracts that protect margins, secure payment and comply with UK competition and consumer law. Wholesale relationships are usually long-running and high-volume. Clear terms on ordering, rebates, returns and retention of title help prevent everyday disputes that erode profit.
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Wholesale and Retail Contracts We Prepare
- Wholesalesupply agreements between suppliers and retailers or trade
- Tradeterms and conditions of sale for
- Retailerpurchasing terms for buying from
- Concession and shop-in-shop agreements for brands trading within another retailer’s
- Consignmentagreements, where stock is supplied but paid for only when Rebate and promotional funding agreements.
If you are appointing a business to resell your products in a territory, see our separate distribution agreements page. For one-off or standard sales of goods, see sale and purchase contracts.
Key Terms in a Wholesale Supply Agreement
A wholesale supply agreement should cover ordering, pricing, delivery, title and risk, payment, returns, product compliance and termination.
Ordering process – How orders are placed, accepted and cancelled, and minimum order quantities.
Pricing and price changes – List prices, discounts, rebates and notice periods for price increases.
Delivery – Incoterms or delivery terms, lead times and consequences of late delivery.
Title and risk – When ownership and risk pass to the buyer.
Payment – Credit limits, payment terms and interest on late payments.
Returns and defective goods – Inspection periods, credit notes and responsibility for defective products.
Product compliance and labelling – Which party is responsible for product safety and labelling requirements.
Marketing and brand use – How the retailer may use your trade marks and marketing materials.
Retention of Title: Protecting Unpaid Stock
A retention of title clause allows a supplier to keep ownership of goods until they are paid for, which can be vital if a customer becomes insolvent. The Sale of Goods Act 1979 allows a seller to reserve the right of disposal until conditions are met (section 19). Retention of title clauses must be carefully drafted to be effective, particularly where goods are mixed or resold.
Competition Law: Pricing and Online Sales Restrictions
Wholesale and retail agreements must not fix the retailer’s resale prices, and restrictions on where or how retailers sell must comply with UK competition law. Agreements between businesses at different levels of the supply chain are vertical agreements under the Competition Act 1998. The Vertical Agreements Block Exemption Order 2022 provides a safe harbour for many such agreements but treats resale price maintenance as a hardcore restriction. The Competition and Markets Authority explains the rules in its VABEO guidance. Recommended retail prices are permitted if they are genuinely non-binding.
Supplying Large Grocery Retailers
Suppliers to the UK’s largest grocery retailers are protected by the Groceries Supply Code of Practice, which is enforced by the Groceries Code Adjudicator. The Code restricts practices such as unexplained delisting and retrospective changes to supply terms. See the Groceries Code Adjudicator on GOV.UK.
Late Payment by Trade Customers
If a trade customer pays late, statute gives you a right to interest and fixed compensation unless your contract provides a substantial alternative remedy. The rules are in the Late Payment of Commercial Debts (Interest) Act 1998 and are summarised on GOV.UK.
When Retailers Sell to Consumers
Retailers remain responsible to consumers under the Consumer Rights Act 2015, so wholesale agreements should allow them to pass defective-goods costs back up the chain where appropriate. Consumers’ rights to repair, replacement and refunds are set out in the Consumer Rights Act 2015.
Common Disputes in Wholesale and Retail Supply
Most wholesale disputes concern short deliveries, damaged goods, unauthorised deductions, rebates and returns. Well-drafted terms reduce them by:
Setting a short inspection window and a clear process for reporting shortages or damage.
Prohibiting set-off and deductions unless agreed in writing.
Defining exactly how rebates are calculated and when they are paid.
Limiting returns of saleable stock and setting restocking charges.
Requiring proof of delivery and specifying who bears the risk in transit.
Reviewing your trade terms annually, through our contract redrafting service, keeps them aligned with how you actually trade.
How Adam Bernard Solicitors Can Help
We draft wholesale supply agreements and trade terms, review retailer purchasing terms through our contract review service, and prepare upstream manufacturing agreements. See all our commercial contract services.
Call 0207 100 2525 (24/7) or book a free consultation to discuss your contract.
This page is for information only and does not constitute legal advice.
Frequently Asked Questions
What is a wholesale supply agreement?
Can a supplier set the price at which a retailer resells goods?
What is a retention of title clause?
What is the difference between a wholesale agreement and a distribution agreement?
Are suppliers to supermarkets protected by law?
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