Wholesale terms are the one page that says how your brand trades: what a shop has to buy, when they pay, what happens if something arrives broken, what they may charge for it and what they may not do with it. Written before your first account, it takes an hour. Written after your first dispute, it takes a lawyer and an apology.
The good news is that a small brand's terms fit on a single side of paper. Everything below belongs on it, and a fair amount of what brands put on it does not.
Worked on a merino beanie: forty-two dollars retail, nineteen wholesale, cases of six, so a case is a hundred and fourteen dollars.
Orders and minimums
Start with what an order has to look like.
State the minimum opening order in money rather than units, because it lets a buyer build the assortment they want. Six hundred dollars, mixed across the range, is easier to say yes to than "ten cases".
State the minimum reorder, which should be lower. Three hundred dollars keeps a working account working without you packing thirty-dollar boxes.
State whether goods ship in full cases only, and give the case quantity. For the beanies, cases of six, mixed colours within a case only if you genuinely offer that — brands say yes to mixed cases casually and then discover it doubles their picking time.
State lead time, honestly, with a range. Ten to fifteen working days from confirmed order is a commitment you can keep; "usually a week" is a commitment you will break in November.
And state that orders are confirmed when you acknowledge them in writing, not when the buyer sends them. That single sentence prevents the situation where a shop believes forty cases are on the way and you believed you were still discussing it. The reasoning behind the minimum figures themselves is in minimum order quantity.
Payment
Three lines, no ambiguity.
First orders are prepaid. Say it plainly, with no exceptions written in, because every exception you write in will be claimed.
Terms may be considered after a stated number of paid orders, subject to a credit application. That gives you a path to offer without committing to anything, and it gives the buyer a reason to pay the first invoices promptly.
Where terms are granted, they run from the shipping date, and the due date appears on the invoice as a calendar date. Add a late fee line — a stated charge on overdue balances — and a line saying that further shipments are held while an account is overdue. The second is the one with real force; the first is mostly leverage.
If you take deposits on large or custom orders, this is where that sits: orders above a stated value require a deposit, and deposits on made-to-order goods are non-refundable once production begins. The judgement about when to ask is in wholesale deposit, and what the longer payment windows actually cost you is in net 30 terms.
Freight, delivery and title
Say who pays, at what threshold, and by which method.
Delivery charged at cost on orders below a stated value, covered by the brand above it. Set the threshold above your average order rather than below, so it pulls orders up instead of subsidising the ones you were already getting.
Say when risk passes. The ordinary arrangement for a small brand is that risk passes on delivery and title passes on payment in full. Two short clauses, both standard, and the second one matters on the rare occasion an account fails while holding your stock.
And give a window for claims: shortages and damages notified within a stated number of days of delivery, with photographs. Without a window, a claim can arrive four months later about a carton nobody can now inspect.
Returns, damages and cancellations
This is the section brands write vaguely and regret.
Returns. Wholesale is not retail. Goods are sold firm and not returnable for change of mind. Say that in one sentence. A shop that has bought forty beanies owns forty beanies, and a brand that takes back slow stock has invented consignment by accident.
Damages and shortages. Replaced or credited, within the claim window, with evidence. Issue a credit note rather than editing the original invoice, because editing an issued invoice breaks the trail on both sides. The document mechanics are covered in wholesale invoice.
Faulty goods. Replaced or credited regardless of the claim window if the fault is manufacturing rather than handling. Be generous here, genuinely — a brand that argues about a split seam on one beanie loses an account worth far more.
Cancellation. Confirmed orders may be cancelled up to a stated point, and not after production begins on made-to-order items. Give a number of days rather than a feeling.
Pricing and where the product may be sold
Two clauses that are worth more than any of the above and that most first-time brands leave out entirely.
The first is a suggested retail price and a floor. Shops are asked to sell at or above the suggested retail price, excluding their own end-of-season markdowns. This is what stops one account discounting hard and making every other stockist look expensive. Enforcement for a small brand is practical rather than legal — you decline the next order — but having the expectation written down is what makes that conversation possible. The thinking behind the number is in suggested retail price.
The second is where the goods may be sold. Name the channels: the account's own physical stores and their own website. If you do not want your beanies appearing on third-party marketplaces at a discount, say so before the first order rather than after you find them there. Deciding this early is much easier than retrofitting it, and the practical version of the decision is in retail and resale.
Keep both clauses short and unemotional. Long paragraphs about protecting brand integrity read as anxiety; two flat sentences read as policy.
Exclusivity
Buyers ask. New brands say yes too quickly.
The default answer is no exclusivity, and the terms should say that supply is non-exclusive. That is not unfriendly, it is normal, and it is what lets you build a channel instead of one relationship.
Where you do grant something, make it narrow and conditional. A stated radius or a named town, not a region. A fixed period with an end date, not indefinitely. And tied to a volume commitment that lapses if unmet, because exclusivity without a commitment is a shop reserving the right to stop ordering while stopping anyone else from starting.
Put the review date in writing. Exclusivity granted in a friendly email with no end date is the clause most likely to cost you a much better account two years later.
What does not belong on the page
Plenty, and cutting it makes the rest get read.
Your brand story. Your production philosophy. Detailed product specifications. Anything phrased as an aspiration rather than a rule. A list of everything the buyer must do to represent you well — training their staff, posting on social channels, attending your events — which reads as a burden and is unenforceable anyway.
Also cut anything you will not actually do. A late fee you will never charge and a minimum you waive on request are worse than having neither, because they teach accounts that your terms are decorative.
The test for every line: is this a rule you will apply to every account, including the one you most want. If not, it is a preference, and preferences belong in a conversation.
Getting it signed without it being a hurdle
Put the terms on the second page of your line sheet and in the catalogue, so every buyer has seen them before they order.
Then take a signature once, at account opening, on a short form that collects the legal entity name, the billing and shipping addresses, the tax registration, the contact for invoices, and a line saying the account agrees to the trading terms. That form is also your credit application when the time comes to consider terms.
Do not send a ten-page contract to a boutique buying six hundred dollars of beanies. One page of terms plus a short account form is proportionate, and proportionate documents come back signed.
If you are still assembling the list of shops that would plausibly stock the product, paste your store or product link into WholesalePilot and look at the preview of retailers and distributors carrying comparable goods, because the mix of independents and larger accounts decides how much of the above you actually need on day one.
Questions brands ask about wholesale terms
Do terms have to be signed to be binding? A signature makes everything easier. Terms printed on the line sheet and referenced on the order acknowledgement are usually sufficient in practice for small orders, but signed is what you want for anything on credit.
Can terms differ by account? The structure should not. Specific numbers — minimums, terms, exclusivity — can vary by account type, as long as the type is defined rather than improvised.
How often should terms be updated? Once a year with the price list, and reissued to active accounts with a note of what changed.
What if a buyer sends their own terms? Chains often do, and theirs usually take precedence over yours. Read the sections on deductions, returns and payment timing carefully, because that is where the real cost of a large account sits.