8 Wholesale Terms And Conditions Every Wholesale Agreement Needs

If you’re selling wholesale and you don’t have your terms and conditions in writing, every order is one disputed delivery, one late payment, or one unauthorized resale away from a problem you can’t fix after the fact. A clear wholesale terms and conditions sheet sets minimum order sizes, payment windows, return rules, and pricing protections so both sides know what’s expected before the first invoice is sent.

This guide walks through the eight terms and conditions every wholesale agreement should include, what each one looks like in practice, and how to enforce them inside your WooCommerce store. If you’d rather skip the writing and start from a working draft, our Wholesale Agreement Template & Generator produces an editable terms sheet in a few minutes, and the companion setup guide shows how to wire it into your store.

Quick Answer: 8 Wholesale Terms Every Agreement Needs

1. Minimum order quantity (MOQ) — the smallest order a buyer can place at wholesale pricing.
2. Wholesale pricing — the price (or tiered prices) you offer below retail.
3. Payment terms — when and how the buyer pays (Net 30, on shipment, etc.).
4. Minimum advertised price (MAP) — the lowest price the buyer can publicly advertise.
5. Returns and exchanges — what the buyer can return, how, and within what window.
6. Shipping and delivery — who pays, who carries risk, and the shipping window.
7. Ordering process — how the buyer submits orders and how you confirm them.
8. Termination, default, and dispute resolution — what happens when something breaks down.

The details under each section below are what separate a terms sheet that holds up in a dispute from one that doesn’t. We’ve reviewed and helped customers build hundreds of wholesale terms sheets over the years through Wholesale Suite — the patterns below are the ones that consistently prevent the most common disputes.

1. Minimum order quantity (MOQ)

A minimum order quantity is the smallest amount — measured in units, dollar value, or both — that a buyer must order to qualify for your wholesale price. MOQ is the single most-debated term in any wholesale agreement, and the one that creates the most friction at checkout if it’s vague or applied inconsistently.

Set the MOQ around your real economics, not a round number. The minimum should cover your per-order cost (picking, packing, shipping, admin) and still leave the margin you need on each unit. If you don’t know your true per-order cost, our MOQ calculation walkthrough works through the formula step by step.

Three MOQ patterns we see work well:

• Per-order dollar minimum — simplest to communicate and enforce (“$500 minimum per order”). Works for stores with mixed product types.
• Per-product unit minimum — better when individual SKUs have meaningfully different costs (“12 units minimum per SKU”).
• Tiered MOQ with discount — encourages larger orders (“$500 for wholesale price, $1,500 unlocks an additional 5%”).

Within WooCommerce, our Wholesale Prices Premium add-on enforces per-role and per-product MOQ rules in the cart, so buyers can’t bypass them.

2. Wholesale pricing

Your terms sheet should state how wholesale pricing is structured — flat percentage off retail, fixed wholesale price per SKU, or tiered pricing that rewards larger orders. Buyers want to know whether a price is final or if they can negotiate for a higher-volume tier.

Most wholesale operations use one of three structures:

• Flat discount off retail (e.g., 50% off the retail price) — easy to communicate, harder to defend margins on if your retail price moves.
• Fixed wholesale price per SKU — published in the terms sheet or a linked price list. Most defensible long-term.
• Tiered pricing — additional discounts at order-size thresholds. Good for shifting buyers up the curve.

Whichever you pick, the numbers should be derived from cost, not pulled out of the air. Cost-plus pricing (production cost per unit + overhead allocation + target margin) is the standard approach. Our guide on setting a wholesale price walks through the calculation, and our price list example shows what a clean published price sheet looks like.

Be explicit about what your wholesale price excludes — sales tax, GST, shipping, and payment-processing surcharges. Buyers who assume a quoted price is “all in” are the ones who escalate when the invoice arrives.

3. Payment terms

Payment terms define when and how the buyer pays. The two together determine your cash conversion cycle, so this is the section your finance lead should care about most.

The four common payment-timing patterns in wholesale:

• Pre-payment — full payment before the order ships. Lowest risk, hardest sell to established retailers.
• On shipment / Net 0 — payment due when goods leave your warehouse. Common for new buyers without a credit history with you.
• Net 30 / 60 / 90 — payment due 30, 60, or 90 days after the invoice date. Standard for repeat buyers with a payment track record.
• Mixed — first three orders pre-paid, then Net 30 once the buyer has cleared a credit threshold. This is the pattern we recommend most often.

List the accepted payment methods (bank transfer / ACH, credit card, cheque, PayPal) and any surcharges that come with each. Credit-card surcharges are legal in most jurisdictions but only if disclosed in advance — this is the kind of detail that belongs in the terms sheet, not on the invoice.

If you’re new to invoice terminology, our guide to payment terms on an invoice covers the abbreviations buyers will expect to see (Net, EOM, COD, 2/10 Net 30, etc.).

4. Minimum advertised price (MAP)

A minimum advertised price (MAP) is the lowest price your buyers are allowed to publicly advertise the product for — including their website, online marketplaces, and printed catalogs. MAP is not the same as a fixed retail price; buyers can sell below MAP in private (in-store, in a quote), but they can’t publish a lower price.

MAP protects three things: your retail margin (so retailers stay willing to stock you), your brand positioning (so you don’t end up race-to-the-bottom on Amazon), and your other retailers (who’d otherwise lose to whichever account is most willing to slash prices).

A workable MAP clause should specify: the MAP price (or formula tied to your wholesale price), the channels it applies to, what counts as “advertising” (banner ads, email blasts, comparison-shopping engines), and the consequence for breach (warning, suspension of further orders, account termination). Vague MAP clauses are unenforceable.

MAP enforceability varies by jurisdiction. In the US, it’s broadly accepted under the Colgate doctrine; in the EU and UK, it’s more constrained under competition law. If you ship internationally, get a one-off review from a commercial lawyer — this is the section where DIY templates most often go wrong.

5. Returns and exchanges

Wholesale returns are not retail returns. The default position in most wholesale agreements is “all sales final,” but you’ll need to define exceptions for damaged, defective, or short-shipped goods, buyers won’t sign.

The clauses to spell out:

• Inspection window — how long the buyer has after delivery to flag short shipments or damage (typically 5–10 business days).
• Defective goods — replacement, credit, or refund? Who pays return shipping?
• Buyer-error returns — does the buyer get to return overstock or wrong orders, and is there a restocking fee (typically 15–25%)?
• Photo / RMA requirements — what evidence the buyer has to provide before a return is approved.

Make returns conditional on a return merchandise authorization (RMA) number issued by your team. Without an RMA process, parcels arrive at your warehouse without paperwork and with no clear next step.

6. Shipping and delivery

Shipping clauses cover three questions buyers always ask: who pays, who carries the risk if something goes wrong in transit, and how long until the order arrives.

Use Incoterms or equivalent plain-language equivalents to make shipping responsibility unambiguous:

• FOB Origin (or “freight collect”) — the buyer pays shipping and takes title (and risk) when the goods leave your warehouse.
• FOB Destination (or “freight prepaid”) — you pay shipping and carry the risk until delivery.
• Free shipping over $X — you absorb shipping above an order threshold; otherwise, the buyer pays.

Define your shipping window — the timeframe inside which you commit to shipping after the order is confirmed. Two weeks is typical. Specify what happens if you miss the window (cancellation rights, partial-ship default, refund policy) so a delay doesn’t turn into a dispute.

For international wholesale, also state who’s responsible for import duties, customs clearance, and any import licenses. The default is the buyer, but it needs to be in writing. Surprise customs invoices are among the most common reasons buyers refuse delivery.

7. Ordering process

Buyers shouldn’t have to guess how to place an order. Walk through the full flow in the terms sheet: how the buyer submits an order, how you confirm it, when it becomes binding, and how change orders or cancellations work.

For WooCommerce stores, the simplest ordering pattern is a logged-in B2B portal with role-based pricing. Buyers register, get approved, and see your wholesale prices and MOQs automatically once they’re logged in. Our wholesale registration setup covers how to gate this with a registration form, and our order-without-payment guide shows how to let approved buyers submit purchase orders that get invoiced rather than charged at checkout.

Spell out the cancellation rules. Most wholesale agreements lock the order once it’s been confirmed and queued for picking — buyers who cancel after that point are liable for a restocking or admin fee. State the threshold clearly so it’s not negotiable later.

8. Termination, default, and dispute resolution

The section most templates skip — and the section that decides whether your terms sheet is enforceable when something goes wrong.

Cover three things:

• Termination for convenience — either party can end the relationship with notice (typically 30 days). State who pays for in-flight orders.
• Termination for cause — what counts as a material breach (non-payment past X days, MAP violation, brand damage). State the cure window before termination kicks in.
• Dispute resolution — governing law, jurisdiction, and whether disputes go through mediation/arbitration before litigation. Choose your home jurisdiction.

For US-based sellers, a short clause naming your state’s law and venue is usually enough. For international wholesale, name an arbitration body (ICC, AAA, or a local equivalent) — international litigation is expensive and slow enough to make arbitration the default, better path for both sides.

How To Deliver The Terms Sheet To Buyers

Once the eight sections are written, two practical questions remain: how do buyers see the terms before they place an order, and how do you prove they agreed?

Three approaches that work:

1. Wholesale registration with terms acceptance — the strongest pattern. Buyers tick a checkbox confirming they’ve read and accept the terms before their account is approved. Our registration form setup covers how to add a required terms-acceptance field.
2. Linked PDF on the wholesale portal — buyers can download a current copy at any time. Versions and revision dates matter — change the dated revision number every time you update the terms.
3. Per-order acknowledgment — for higher-stakes orders, a one-line acknowledgment on the order confirmation (“This order is governed by our wholesale terms dated YYYY-MM-DD”) gives you a second proof point.

If you want a fast starting point, our free Wholesale Agreement Template & Generator drafts an editable terms sheet covering all eight sections above. The setup walkthrough shows how to wire it into your store and where to plug each clause into your WooCommerce wholesale flow.

Conclusion

A wholesale terms sheet is not paperwork — it’s the document you reach for the first time an order, payment, or return goes wrong. Cover the eight sections above (MOQ, wholesale pricing, payment terms, MAP, returns, shipping, ordering process, termination), have buyers acknowledge it before their account is approved, and you’ll spend a lot less time arguing about what was agreed and more time fulfilling orders.

Ready to draft yours? Start with our free Wholesale Agreement Template & Generator, then plug it into your WooCommerce wholesale flow with Wholesale Prices Premium for role-based pricing, MOQ enforcement, and approved-buyer registration.

Frequently Asked Questions