A wholesale terms sheet is one page that answers, in order, the questions a buyer has between liking your product and placing an order: what does it cost, how little can I buy, how do the cases work, when do I pay, who pays the freight, how long until it arrives, what happens if something is broken, what price should I sell it at, and how do I reach you.
Nine answers. It fits on one side of paper, it lives on the back of your line sheet and on a page of your site, and writing it takes an afternoon. Brands skip it and then spend the next year retyping the same answers into individual emails, slightly differently each time.
Why one page beats a long document
A buyer is not reading a contract. They are scanning for four numbers and one date, and if they cannot find them in thirty seconds they will email you, which delays the order by a day and costs you the momentum.
That is the difference between a terms sheet and a terms and conditions document. The sheet is commercial and short. The document is the legal layer underneath it, with the clauses about title, liability, cancellation and resale restrictions, and it can be as long as it needs to be because nobody reads it until there is a dispute. Both exist; they are not the same file. The longer one is covered in wholesale terms and conditions.
Keep the sheet free of hedging. Every "usually", "typically" and "in most cases" is an invitation to negotiate, and a buyer scanning quickly reads them as "this brand has not decided yet".
The nine lines, with what each one should say
Pricing. Wholesale price and suggested retail price, side by side, per unit. Not a discount figure. Currency stated. A note that prices hold for the season and change with notice.
Minimum order. A dollar figure for the opening order and a smaller one for reorders. State whether the minimum is per order or per style. Getting this number right is its own decision, worked through in wholesale minimum order.
Case packs. Units per case per product, and whether cases can be mixed. If a buyer can take four of one scent and two of another inside a case of six, say so, because that flexibility sells opening orders.
Payment. Opening orders prepaid, terms available afterwards for accounts in good standing, what those terms are, and what happens when an invoice runs late.
Shipping. Who pays, from where, on what carrier, and the threshold above which you cover freight. If freight is quoted rather than flat, say that it is quoted before the order is confirmed so nobody is surprised by the invoice.
Lead time. Business days from confirmed order to shipment, stated as a range, and an honest note about peak season. A buyer planning a holiday floor set needs this more than they need the price.
Damages and shortages. A window in which to report them, what you need from them, and what you will do. Five business days, photographs of the carton and the product, replacement on the next shipment. Short and unambiguous.
Suggested retail and resale. Your stated retail price and where the product may be sold. If you do not want your candles listed on a third-party marketplace by a stockist, this is the line where you say it. The reasoning is in retail and resale.
Contact. One email address that a person reads, and a name. Not a form.
A worked one-page sheet
For a candle brand, the whole sheet reads roughly like this.
Wholesale thirteen dollars, suggested retail twenty-six. Cases of six, mixed scents within a case allowed. Opening order two hundred and thirty-four dollars, three cases; reorders from one case. Opening orders prepaid by card or transfer; net thirty available from the second order. Freight quoted at cost, covered on orders above five hundred dollars, shipped ground from a stated city. Lead time five to ten business days, longer in October and November. Damages reported within five business days with photographs, replaced on the next shipment. Suggested retail twenty-six dollars, no listing on third-party marketplaces without written agreement. Orders and questions to a named address.
That is about a hundred and forty words. It answers every question a boutique owner has, and it removes the three emails that would otherwise sit between interest and an order.
Where the sheet lives
Three places, and keep them identical.
The back page of the line sheet, so the buyer holding your catalogue at a market has it in hand. How the catalogue itself should be built is in wholesale line sheet.
A page on your site, behind the wholesale login or in front of it depending on how you run the channel. In front of it is usually better for a new brand, because it lets a buyer qualify themselves before filling in a form.
The reply to a first enquiry, as text in the email body rather than as an attachment. Attachments on phones get ignored.
Keep the wording identical across all three. It sounds obvious and it is where most brands slip: the site says net thirty and the line sheet says prepaid, because the line sheet was printed a season earlier. A buyer who spots two different answers will either ask, which costs you a day, or assume the more favourable one, which costs you an argument on the invoice.
Version it with a date in small type at the bottom. When you raise prices next season, the date is how you and the buyer know which sheet the last order was placed under.
What to leave off
A terms sheet gets worse as it gets longer, so three things belong elsewhere.
Leave off the brand story. The buyer already decided they like the product; this page is the transaction.
Leave off exclusivity and territory. Those are negotiated per account and putting them on a public sheet either promises something you cannot keep or starts a conversation you did not want. They belong in your broader wholesale policy.
Leave off anything you are not going to enforce. A returns clause you will ignore, a late fee you will never charge, a minimum you waive on request: each one teaches accounts that the sheet is decorative.
When to change it, and how
Once a season at most, and with notice.
Send the new sheet to every active account two or three weeks before it takes effect, with one line saying what changed. Accounts that want to order at the old price will place an order that week, which is a small revenue bump and a much better outcome than an account discovering a price rise on an invoice.
Never change terms on an order already placed. If your freight cost jumped between the order and the shipment, that is your loss this time and your new sheet next time.
If you are still assembling the list of shops this sheet is written for, paste a product link into WholesalePilot and look at the preview of retailers and distributors stocking comparable products. Whether your accounts are single-till boutiques or multi-location retailers changes the minimum, the case pack and the lead time you should be publishing.
Questions brands ask about the terms sheet
Is a terms sheet legally binding? It forms part of the agreement when the buyer places an order against it, which is exactly why the wording should be plain and the sheet should carry a date.
Do I need a lawyer for it? Not for the one-page commercial sheet. For the longer conditions document behind it, a short review is money well spent once you have accounts worth defending.
Should it be a PDF? Have both a web page and a print-ready page in the line sheet. Buyers browse on a phone and order from a desk, and the same words should meet them in both places.
What if a buyer asks for different terms? Answer per account, in writing, and keep the published sheet unchanged. A sheet that shifts for whoever asks is not a sheet.