TL;DR
- Wholesale terms and conditions turn commercial expectations into clear rules for retailers, distributors and suppliers.
- Cover the full order lifecycle: account approval, ordering, pricing, VAT, payment, delivery, claims, returns and disputes.
- Make operational systems reflect the agreed terms, but have qualified legal advisers review terms for every market in which you trade.
- Keep version-controlled terms available during onboarding, ordering and invoicing so teams and buyers work from the same rules.
Wholesale terms and conditions are the contractual rules that govern how a supplier sells goods to business buyers, including retailers and distributors. They are the practical backbone of a B2B sales policy: they establish who may buy, what happens when an order is placed, when payment is due, and how problems are handled.
For wholesale brands, clear terms prevent everyday decisions from becoming ad-hoc negotiations. They also help sales, operations and finance apply the same rules when a buyer places a first order, requests a return or pays late.
This checklist is a commercial starting point, not legal advice. Have a qualified commercial lawyer review a wholesale sales agreement, distributor agreement and retailer terms and conditions for the markets, products and sales channels involved.
What are wholesale terms and conditions, and why do they matter?
Wholesale terms and conditions should define the respective responsibilities of the supplier and its business buyer. They should say which documents form the agreement, which version takes priority if documents conflict, and how a buyer accepts the terms.
A useful set of terms removes ambiguity from routine questions:
- Is a submitted basket an order, or only an offer to buy?
- Does a B2B order confirmation create a binding contract?
- Can the supplier substitute, cancel or backorder unavailable products?
- Which party arranges freight, bears delivery risk and pays import-related costs?
- What can the supplier do when an account exceeds its credit limit?
Keep your commercial terms aligned with your actual process. A clause that promises one approval path while the sales team follows another creates avoidable friction.
A retailer, distributor and supplier connected by a single orderly pathway
What should a wholesale sales policy say about account approval?
Your B2B sales policy should make clear that access to wholesale pricing is conditional on account approval. Retailer onboarding is where you collect the information needed to decide whether a prospective buyer is eligible to purchase and under what conditions.
Set out the information you require, such as legal business name, registered address, delivery address, contact details and a VAT identification number where relevant. Explain that an application does not itself create a trading relationship.
Your policy can also define:
- approved territories and channels in which the buyer may resell;
- whether marketplace sales, wholesale resale or particular customer segments need prior approval;
- minimum order value and minimum order quantity (MOQ) requirements;
- whether a buyer may use your product images, trademarks or brand materials;
- the supplier's right to reject, pause or suspend an account; and
- the requirement to keep company, billing and delivery information current.
These rules matter especially where distributors and retailers have different catalogues, price lists or resale rights. Approval should be a deliberate commercial decision, not merely a password creation step. A documented wholesale order approval workflow makes that decision easier to apply consistently.
What ordering terms should wholesale businesses include?
Ordering terms explain how an order moves from request to accepted sale. State the permitted ordering channels, whether an order is subject to supplier acceptance, and how the buyer receives a B2B order confirmation.
Be explicit about when a contract is formed. For example, your terms may distinguish between an order received, an order accepted, and goods dispatched. The wording must match the way your business actually sells.
Include rules for product availability, pack sizes, MOQ, lead times, pre-orders and backorders. If product specifications, packaging, colours or ingredients may change, describe how the supplier will communicate material changes and whether equivalent substitutions are allowed.
A short ordering section should also address purchase order numbers, buyer-side terms printed on a purchase order, and which terms prevail if documents conflict. This helps prevent a buyer's order form from introducing conditions that were never agreed.
How should wholesale prices, VAT and currency be explained?
A price list is the document or catalogue that states the prices and commercial conditions available to a buyer. Your terms should identify which price list applies, whether prices are net or inclusive of tax, the currency used, and when a price becomes fixed.
For cross-border trading, state how you determine applicable VAT treatment and what information the buyer must provide. Do not rely on a VAT identification number collected once and forgotten: build a process to check the details and evidence required for the sale at hand. In some EU cross-border B2B transactions, reverse-charge VAT treatment may apply; the result depends on the transaction and the applicable VAT rules. [1]
Also clarify:
| Pricing topic | Decision to record in the terms |
|---|---|
| Multi-currency pricing | Which catalogue currency applies and whether buyers may choose another currency |
| Exchange-rate handling | Who sets the conversion method and when it is applied |
| Promotions | Eligibility, dates, exclusions and whether promotions can be combined |
| Price changes | Notice process and whether changes affect accepted orders |
| Recommended retail prices | Whether they are guidance only and how they are communicated |
Multi-currency catalogues can make buying simpler for overseas accounts, but they need a clear source of truth for prices, tax treatment and invoices. Read our guide to EU VAT compliance for B2B wholesale alongside legal and tax advice for the relevant markets.
Product cartons moving from a shelf toward a globe with simple currency-like coins
What payment terms should a B2B wholesale policy include?
Wholesale payment terms should state accepted payment methods, the payment due date, the invoicing point and the consequences of non-payment. Avoid vague phrases such as “payment as agreed”; put the actual trigger and deadline in writing.
Depending on your model, cover deposits, payment in advance, card payment, bank transfer and invoiced credit. A pro forma invoice can set out the expected goods and amount before final invoicing, including where payment is required before dispatch. Say whether payment against a pro forma invoice is required before goods are released.
Set a process for credit checks and credit limits. A credit limit is the maximum unpaid exposure the supplier permits for a buyer. Your terms should reserve the right to require advance payment, pause further orders or revise terms if that limit is reached or the buyer's credit position changes.
Include late-payment interest and collection-cost provisions only after legal review for the relevant market. For practical finance-process considerations, see B2B wholesale payment terms and invoicing.
What should wholesale terms say about delivery and shipping?
Wholesale delivery terms should define where delivery occurs, who books transport, which costs are included, and what counts as delivery. If delivery dates are estimates rather than guarantees, say so clearly and explain the remedy available when delay occurs.
Address partial shipments, collection arrangements, failed delivery, storage charges and the buyer's duty to inspect goods on arrival. For cross-border shipments, identify customs documentation responsibilities and use Incoterms only where the team understands the selected rule and applies it consistently.
Incoterms® are ICC trade terms that allocate delivery, risk and cost responsibilities between seller and buyer. They do not cover every issue in a sales agreement, so the contract should separately address matters such as payment, product claims and cancellation. [2]
For more operational detail, use this guide to cross-border EU B2B shipping.
How should cancellations, returns and product claims be handled?
A wholesale returns policy should separate change-of-mind cancellations, authorised commercial returns, transit damage and faulty goods. Each category should have its own evidence, deadlines and remedy process.
Set out the cancellation deadline, including any different rule for pre-orders or made-to-order goods. Define the return-authorisation process: who approves it, where goods must be sent, their required condition, and whether restocking or return freight charges apply.
For product claims, specify an inspection period and the evidence required, such as photographs, batch details, delivery records and a description of the issue. State the remedies your business may offer—such as replacement, repair, credit or refund—subject to applicable law and the agreed terms.
A return should not be treated as accepted simply because goods arrive at a warehouse. A clear process protects stock accuracy and gives both sides a record of the decision. Use this framework to create a clear wholesale returns policy.
A carefully inspected parcel beside a simple circular return route
Who owns the goods, and what happens if a buyer does not pay?
A retention of title clause is a contract term intended to address the seller's ownership of goods until the buyer has paid as specified in the agreement. Treat it separately from the agreed transfer of risk.
Your terms should make clear how they address ownership and risk. They should also state the buyer's duties while goods remain unpaid, including storage, identification and insurance where appropriate.
Have local counsel review retention-of-title wording, particularly where goods may be processed, resold or where insolvency is a concern. Do not copy a clause from another market without that review.
Which governing law, jurisdiction and dispute terms should a wholesale policy contain?
Governing-law and jurisdiction clauses should identify the law intended to govern the contract and the court or forum intended to hear a dispute. They are especially worth reviewing when a brand, distributor and delivery destination are in different countries.
Include a practical escalation route before formal proceedings: named contacts, a period for good-faith discussion and, where suitable, mediation. Then state the contract language, notice method, force majeure treatment, limitation of liability, amendment process and severability provision.
A severability provision should state the parties' intended treatment of the remaining provisions if part of the agreement is invalid or unenforceable. It is useful, but it does not fix a poorly drafted or unlawful clause.
Ask counsel to review choice-of-law, venue, liability, retention of title, cancellation and payment provisions for every relevant market. Even where parties choose the governing law, EU conflict-of-laws rules provide for overriding mandatory provisions in specified circumstances. [3]
Turn terms into a repeatable wholesale process
Written terms work best when your team can apply them at the point of action. Map each clause to an operating control:
- Onboarding: capture business details, review eligibility and approve the account.
- Catalogue access: show the buyer the appropriate products, price list, currency and MOQ rules.
- Order review: record acceptance, exceptions, allocations and the agreed delivery basis.
- Invoicing: apply the buyer's payment terms, tax treatment and credit controls without re-keying order data.
- After-sales: route claims and return requests through the agreed evidence and approval process.
A branded B2B storefront or distributor portal can support this workflow by giving approved buyers the right catalogue and ordering rules, while keeping order and invoice records connected. Brandgate, for example, supports retailer onboarding, branded ordering, multi-currency catalogues, VAT-aware invoicing and order-to-invoice workflows. It does not replace a lawyer or the contract itself; it helps teams carry the approved commercial rules into daily operations.
If you are reviewing your wholesale process as well as your documents, Book a demo to see how Brandgate can support it. You can also See pricing.