Wholesaler Terms and Conditions of Sale

What a good one includes

• A clear definition of minimum order quantities and minimum order values required for both initial and subsequent purchases.
• Specific payment terms detailing acceptable payment methods, deposit requirements, and late payment penalties or interest rates.
• Explicit shipping terms specifying who pays for freight and precisely when the risk of loss transfers from the wholesaler to the buyer.
• A strict, time-sensitive window for the buyer to inspect received goods and report any defects, shortages, or damages.
• A detailed return policy explaining when bulk orders can be returned, restocking fees, and the process for order cancellations.
• Clauses governing how the buyer can use your brand assets and whether they must adhere to a Minimum Advertised Price policy.

Common mistakes to avoid

• Using standard retail terms of service instead of specialized business-to-business clauses that address bulk commercial liabilities.
• Failing to define exactly when ownership and risk of loss transfer during transit, leaving you liable for carrier damages.
• Allowing open-ended return windows that disrupt your inventory management and cash flow predictability.
• Neglecting to include a late-payment penalty clause, which leaves you without leverage when retailers delay payments.

Frequently asked questions