A wholesale policy answers a question your terms sheet does not: who gets to buy from you at all. It is the set of rules about which kinds of businesses you will open accounts for, what they have to show you first, what every account is entitled to, and what causes an account to be closed.
Most brands write one after something goes wrong. A reseller with no shop buys three cases and lists them on a marketplace below your own retail price, or two boutiques four doors apart both feel cheated, or an account in a category you never intended to be in starts appearing in search results for your brand. All of that is cheaper to prevent than to unwind.
What a policy covers that terms do not
Terms describe the transaction: price, minimum, payment, freight, damages. The one-page version of that is wholesale terms sheet, and the legal layer under it is wholesale terms and conditions.
Policy describes the relationship. Who qualifies, what you ask for at application, how close two accounts may be to each other, where the product may be sold, what happens when an account stops ordering, and how you handle a request for exclusivity.
The practical test for whether something belongs in policy rather than terms: if it decides whether the order happens at all, it is policy. If it decides how the order works once it is happening, it is terms.
Who qualifies for an account
Write this in the affirmative, as a short description of the businesses you sell to, followed by the evidence you need.
A typical small brand's version reads something like: accounts are opened for physical retail stores and online retailers that operate their own storefront, in the gift, home and lifestyle categories, selling to end customers at the suggested retail price.
Then the evidence. A trading name and registration number. A resale certificate or the equivalent where your jurisdiction uses one. A storefront address or a live website with its own domain. The name of the person authorised to place orders.
None of that is bureaucracy for its own sake. It is the same qualification work you do before sending a first email to a shop: confirming there is a real business, that it carries your category, and that there is a named person who buys. Doing it at application is just doing it later instead of earlier.
Say plainly who you do not open accounts for, as well. Most brands exclude buyers who intend to resell to other retailers, anyone selling exclusively on third-party marketplaces, and dropshipping operations with no inventory. You do not have to explain the reasoning on the page; you just have to have decided.
Approving and declining accounts
Give yourself a stated window, three business days is plenty, and use it.
Approving is easy. Send the price list, the terms sheet and a short note about lead times, and ask one question about their shop that shows you looked at it.
Declining is where brands flounder, so have a line ready. Something like: we are not opening accounts in that channel at present, and we will let you know if that changes. No reasoning, no apology, no debate. A brand that explains its declines gets to have the argument every time.
Keep a record of both. When the same operation applies again under a different name, and some will, the record is how you notice.
Distance, density and the exclusivity question
Every brand eventually gets asked for an exclusive, usually by the third or fourth account, usually informally, usually by a shop that is worried about the store down the road.
A small brand should almost never grant territory exclusivity. You do not yet know what a territory is worth, you cannot enforce it online, and an exclusive granted early caps the channel in exactly the area where you had the most traction.
What you can do instead:
- State a distance rule rather than an exclusive. No second account within a stated radius in dense urban areas, wider in rural ones. It gives the shop most of what they wanted and costs you almost nothing.
- Offer a style exclusive rather than a brand exclusive. One colourway or one scent that only they carry, refreshed each season. Shops value this highly and it does not block anyone else.
- If you do grant an exclusive, tie it to a volume commitment with a date, in a separate letter, and say what happens when the volume is not met. An exclusive with no expiry is a promise you will still be keeping when it is costing you real money.
Whatever you choose, do not put exclusivity terms on the public policy page. They are negotiated per account and publishing them invites every account to ask.
Where the product may be sold
Policy is the right place to state the channel rules, because they decide whether you want the account, not how the order ships.
Three lines cover most brands. Accounts may sell in their own stores and on their own website. Accounts may not list the product on third-party marketplaces without written permission. Accounts may not sell the product on to other retailers.
Enforcement is mostly social rather than legal at a small brand's scale: you notice, you ask once, and if it continues you stop selling to them. That is a real consequence and usually the only one you will ever need. The wider picture of what happens when product escapes into channels you did not choose is in retail and resale.
If you want to go further and state a price floor for advertising, that is a separate document with its own rules, discussed in MAP policy small brand.
What every account is entitled to
The half of the policy brands forget to write, and the half accounts actually care about.
Say what a stockist gets: the current price list, product photography they may use for their own marketing, a stated lead time, a named contact, notice before a price change, and first refusal on new releases before you sell them direct.
Then say what you expect: orders through the stated channel, payment on time, the product displayed rather than warehoused, and no representation as an official distributor or partner unless that is what you agreed.
Those two short lists do more for the relationship than the restrictive clauses do. Most accounts never test the restrictions. Every account notices whether you told them about a price change before the invoice arrived.
Dormant accounts and closing them
Set a rule and apply it quietly. An account that has not ordered in a stated period, twelve or eighteen months for most categories, becomes inactive. Inactive accounts keep their history but lose any distance protection, and they reopen at the current opening order minimum rather than the reorder minimum.
This matters more than it seems. A brand three years into wholesale has a list full of shops that ordered once, and any distance rule based on that list is protecting territory for accounts that are not selling anything. Without a dormancy rule, your best area stays blocked by a shop that stopped stocking you in the first season.
Questions brands ask about wholesale policy
Does a small brand really need a written policy? You need it the first time you say yes to an account you should have declined. Writing it before that happens takes an hour.
Where should it live? On your site, linked from the wholesale application form, and referenced in the email that opens an account. Buyers do read the qualification part, because they want to know whether to bother applying.
Can I change it? Yes, with notice to active accounts, same as terms. Changes that affect existing accounts, particularly anything about channels or distance, deserve an email rather than a silent page update.
What if a great shop fails one of my rules? Rules exist so you can make exceptions deliberately. Make the exception, write down why, and keep the rule.
If you are writing a qualification rule before you know what your realistic accounts look like, work from evidence rather than guesswork. Paste a product link into WholesalePilot and look at the preview of retailers and distributors that stock comparable products, then write the policy around the kinds of businesses that actually appear.