Your wholesale terms and conditions are the rules every account agrees to before they order: how much they have to buy, when they pay, who covers shipping, what happens when a box arrives damaged, and where they are allowed to sell. Most brands write them the first time something goes wrong. It is much cheaper to write them before that.
This guide goes clause by clause through what a set of wholesale terms and conditions should cover, with the plain-English reasoning behind each one and a structure you can adapt. It is not legal advice — have a lawyer look at the final version if you are extending credit or dealing with large accounts — but it will get you to a solid draft.
Why wholesale terms and conditions matter more than they look
A one-page terms sheet does three things:
- Sets expectations early. A buyer who reads "prepayment on first order, net 30 on approval" before applying does not argue about it later.
- Gives you something to point to. When a store wants to return unsold inventory in January, "our terms do not accept returns of sellable goods" ends the conversation politely.
- Signals that you run a real wholesale program. Buyers deal with dozens of suppliers. Clear terms tell them you will be easy to work with.
The terms should be linked from your wholesale application form and acknowledged with a checkbox or signature. Terms nobody agreed to are just a wish list.
Clause 1: Who can buy
State who your wholesale program is for. Typically: licensed businesses that resell to consumers, with a valid resale certificate on file. Say whether you sell to online-only retailers, marketplace sellers, and distributors, or only to physical stores. If you do not want your product resold on Amazon or other marketplaces by your accounts, this is where you say so, clearly.
Clause 2: Minimums
Two numbers, both stated plainly:
- Opening order minimum. The smallest first order you accept, as a dollar value, a unit count, or both.
- Reorder minimum. Usually lower than the opening minimum to make restocking easy.
Add your case pack rule if you have one: "products are sold in case packs of six; orders are rounded up to the nearest full case." If you are not sure where to put the number, how to set your MOQ walks through the math.
Clause 3: Pricing
Cover how pricing works and how it can change:
- Wholesale prices are those on the current price list, which you may update with notice (thirty days is a common courtesy).
- Prices exclude shipping and any applicable taxes.
- Volume or tier pricing, if you offer it, applies per order, not cumulatively, unless you say otherwise.
- Promotional pricing requires your written approval.
Keep the actual prices on your price list, not in the terms, so you can change them without reissuing the whole document.
Clause 4: Payment
This is the clause that most affects your cash flow, so be precise:
- Accepted methods. Card, ACH, wire, check.
- New accounts. Commonly prepaid or card on file for the first one to three orders.
- Net terms. Available on approval after a credit review; state the standard term (net 30 is typical) and that terms may be withdrawn for late payment.
- Late payment. A late fee or interest, whether you charge it or not, gives you leverage; state it and enforce it consistently.
- Card fees. Whether you absorb them or pass them through on large orders.
For the trade-offs behind each option, wholesale payment terms is the deeper read.
Clause 5: Shipping and delivery
Be clear about who pays and when risk transfers:
- Shipping is charged at cost or by a stated flat rate, unless the order qualifies for free freight above a threshold.
- Orders typically ship within a stated window (for example, three to five business days) from payment or credit approval.
- Backorders: whether you ship partial orders and bill only what ships, or hold the order until complete.
- Risk of loss passes to the buyer when the carrier picks up (shipping point) or when the goods are delivered (destination). Shipping point is more common for small brands; either way, say which.
Whether free shipping is a good idea for you is its own question — should you offer free shipping on wholesale orders covers the math.
Clause 6: Damages, shortages, and returns
Spell out the process so it does not become a negotiation every time:
- Buyers inspect on arrival and report damages or shortages within a set window (five to ten business days is common), with photos.
- You replace or credit confirmed damages; you do not accept returns of sellable goods for buyer's remorse or slow sell-through.
- Defective product is replaced or credited at your discretion after you receive it back or see evidence.
- Any authorized return needs a return authorization number and is subject to a restocking fee if the goods are resellable.
The line "we do not accept returns of unsold merchandise" prevents the most common dispute in wholesale.
Clause 7: MAP and resale rules
If you also sell on Amazon or direct, your retail price is an asset worth protecting. A minimum advertised price clause says accounts may not advertise the product below your published MAP, and lists the consequences for violations (warning, then loss of wholesale pricing). Keep the detailed policy in a separate document and reference it; MAP pricing explains how to write one that holds up.
Add resale restrictions here too: no reselling on third-party marketplaces without written permission, no reselling to other retailers, and no use of your brand assets outside approved materials.
Clause 8: Cancellations and order changes
Small but useful: orders may be changed or cancelled within a short window after placement (24 to 48 hours is common) and not after they ship. Custom or made-to-order items are not cancellable once production starts.
Clause 9: Brand and intellectual property
Accounts may use your product images and descriptions to sell the product, and nothing else. They may not alter packaging, rebrand the product, or register anything containing your trademarks. This clause is short but you will be glad it exists.
Clause 10: The boring but necessary part
- Which state's law governs and where disputes are resolved.
- That you can change the terms with notice, and that placing an order after notice counts as acceptance.
- That a buyer's purchase order terms do not override yours unless you sign them.
- Limitation of liability to the value of the order.
That last set is where a lawyer's half hour is well spent. When an account grows large enough to need a signed agreement rather than standard terms, what to put in a buyer agreement covers the difference.
A worked example of terms in one page
A small skincare brand's terms fit on one page: retailers and spas with a resale certificate; 200 dollar opening order and 100 dollar reorder, sold in packs of four; prices per current list, thirty days' notice of changes; prepaid for the first two orders, net 30 on approval; shipping at cost, free above 500 dollars, ships within three business days; damages reported within seven days with photos, no returns of sellable goods; MAP at the listed retail price, no marketplace resale; cancellations within 24 hours; governed by their home state's law.
Buyers read that in two minutes and know exactly how the account will work. That clarity is the point.
Putting the terms in front of buyers
Terms are only useful once a buyer is in front of them, and for most brands the hard part is getting there. WholesalePilot takes care of that: it finds the retailers, distributors, and independent stores that fit your product, verifies the buyer's email, sends outreach in your name, and books the call, so your terms are being read by buyers who are already interested.
Good terms are not there to win arguments. They are there so the argument never starts.
Ready to see who you would be sending those terms to? Paste your product link and preview your buyers for free.