Terms and conditions are the document nobody reads until something goes wrong, and the point of writing them is that when something does go wrong, the answer already exists and neither side has to invent it while annoyed. For a brand selling its first cases to shops, the document is short: eight or nine clauses covering when the goods become the shop's problem, what happens to damages, whether an order can be cancelled, what late payment costs, and where the product may be resold.
This is the layer underneath the commercial one-pager. The sheet says thirteen dollars, cases of six, net thirty. The conditions say what happens when the pallet arrives crushed, when the shop that ordered for a holiday floor cancels in November, and when your candles turn up discounted on a marketplace you never approved. The commercial page is covered separately in wholesale terms sheet.
When the goods stop being yours
Two separate moments, and conflating them is the most common drafting error a small brand makes.
Risk passes when the goods are handed to the carrier or delivered, depending on which you choose. After that point, damage in transit is dealt with under the damages clause rather than being automatically your loss.
Title passes when the invoice is paid. Keeping title until payment is what gives you any standing at all if an account goes under still owing you for three cases of product sitting on their shelf. It is one sentence and it is worth having.
Say both plainly. Risk in the goods passes on delivery to the carrier; title remains with the brand until the invoice is paid in full. That is the whole clause.
Damages, shortages and the reporting window
Every brand shipping glass, ceramics or anything with a liquid in it will have this conversation. Decide the answer once.
A workable clause has four parts: a window, a proof requirement, a remedy and a limit.
The window is short, usually five business days from delivery, because a shop that unpacks a carton two months later cannot tell you whether the crack happened in transit or on their own shelf.
The proof is photographs of the outer carton, the packing material and the broken item. Ask for the carton photo specifically. It is the only evidence that separates a carrier problem from a packing problem, and it is what a carrier claim needs.
The remedy is replacement on the next shipment or a credit note, at your choice rather than the buyer's. Refunds in cash on a wholesale account are unusual and drain the cash you just earned.
The limit is that the remedy covers the value of the goods, not the shop's lost sales. Write it down before a buyer suggests otherwise.
Cancellations, changes and the production problem
The reason this clause exists is that wholesale orders are often made to order. A boutique places an order in September for November delivery, you buy wax and jars for it in October, and if they cancel on the first of November you own the stock.
Set two points. Orders may be cancelled or amended without charge until production starts, which for most small brands is a stated number of days after confirmation. After that point, a cancelled order is invoiced at some agreed portion, or converted to a credit against a future order, which is friendlier and usually keeps the account.
Be equally clear about your side. If you cannot ship within the stated lead time, the buyer may cancel the outstanding portion without penalty. A clause that binds only one party is the kind of thing a buyer's bookkeeper notices and mentions.
Partial shipments deserve a line too. If two of four styles are ready, do you ship what you have and backorder the rest, or hold the order? Most buyers prefer to be asked. Saying that you will ask is enough.
Late payment and what it actually costs
You will not sue anybody over four hundred dollars, so this clause is about leverage rather than litigation.
Three sentences do the work. Invoices are due on the stated date. Overdue accounts are placed on hold, meaning no further orders ship until the balance is cleared. Interest may be charged on overdue balances at a stated monthly rate.
The hold is the clause with teeth, because a shop that wants more stock in the run-up to a season has an immediate reason to pay. The interest line is mostly there to make a second reminder carry weight, and charging it should be rare.
Say who the account holder is, as well. If the buyer is a limited company, the terms are with the company. Small brands sometimes deal with a person who signs for a business they do not own, and by the time that matters it is too late to establish. The wider payment structure that sits on top of this is set out in wholesale payment terms.
Where the product may be sold
This is the clause that protects the thing you actually built, which is the price your product is believed to be worth.
A workable restriction has two halves. The account may sell the product in its own physical stores and on its own website. The account may not list the product on third-party marketplaces or sell it on to other retailers without written permission.
That second half is not petty. A single stockist liquidating your product onto a marketplace at a steep discount will undercut every other account you have and your own store at the same time, and the accounts that notice do not complain, they just stop reordering. The mechanics of this problem, and what can realistically be done about it, are in retail and resale.
If you also want to state a minimum advertised price, that belongs in a separate policy document rather than in the conditions, for reasons explained in MAP policy small brand.
Intellectual property, images and how you are represented
Short, and often forgotten.
Grant the account a limited right to use your product photography and brand name to market the products they bought, for as long as they are an account in good standing. Then say what they may not do: alter the product, repackage it, remove labels, or present themselves as an official distributor or a partner of the brand.
The repackaging line matters for anyone selling food, cosmetics or anything regulated, because a relabelled product with your name on it is still your liability.
Add one sentence asking accounts not to use the images in paid advertising on your own brand terms, if that is something you care about. Most small brands do not police it, but the clause costs nothing to include.
Making the document do its job
A set of conditions that lives as a file on your laptop protects nobody. Three practical steps make it real.
Publish it on your site at a stable address, dated, and keep old versions.
Reference it on every invoice and order confirmation with a single line saying the order is subject to the terms at that address, as of that date. This one habit is what makes the document apply to the order, and it takes ten seconds in an invoice template.
Ask new accounts to confirm they have read it when they apply. A checkbox on a wholesale application form is enough for most small brands, and the application form is a good place to collect the trading name, registration number and the name of the person with authority to order.
Keep the language plain. There is no advantage in sounding like a contract from a much larger company, and plain wording is easier to enforce in a conversation, which is where almost every dispute a small brand has will actually be settled.
Questions brands ask about wholesale terms
Do I need a lawyer to write these? Write the first version yourself in plain language, then have someone review it once you have accounts and stock worth defending. Reviewing a draft costs a fraction of drafting from nothing.
Can I have different conditions for different accounts? Keep one published set and handle genuine exceptions in a short written agreement referencing it. Maintaining several versions is how a small brand ends up unsure which terms a given order was placed under.
What about returns of unsold stock? Wholesale is not sale or return unless you say it is. If you say nothing, say nothing deliberately: the default is that goods sold are not returnable except for faults.
Where do exclusivity and territory go? Not here. Those are per-account commercial agreements and they belong in a separate letter, because they expire, they carry volume conditions, and they should never appear in a document every account can read.
If you are writing these conditions before you have any accounts to apply them to, it is worth seeing the shape of the channel first. Paste a product link into WholesalePilot and look at the preview of the retailers and distributors that stock products like yours; a channel of small independents needs a very different damages and cancellation stance from one built on regional chains.