Wholesale and Retail Sales Agreement for Fashion Brands

What a good one includes

• Clearly defined payment terms, including required deposit percentages for custom orders and strict net payment timelines for wholesale buyers.
• A robust intellectual property clause ensuring you retain all copyrights to your original designs, patterns, and brand imagery.
• Specific shipping terms detailing who covers freight costs, shipping insurance, and the exact window for delivery.
• A clear return and exchange policy outlining how buyers must report damaged or defective items within a strict timeframe.
• Minimum order quantities (MOQs) and reorder requirements to protect your production margins and exclusivity.
• Manufacturer’s Suggested Retail Price (MSRP) guidelines to prevent stockists from undercutting your direct-to-consumer pricing.

Common mistakes to avoid

• Failing to set a strict deadline for stockists to inspect shipments and report damaged goods, leaving you liable for damages that occurred post-delivery.
• Neglecting to include a markdown policy, which can result in retail partners discounting your pieces too early and devaluing your brand.
• Leaving cancellation policies vague, especially for custom design commissions where significant material costs are incurred upfront.
• Assuming buyers understand they do not own your design rights, without explicitly stating that intellectual property remains solely yours.

Frequently asked questions