Wholesale Terms and Conditions Template

P23-EDU TWENTY3 Intelligence Wholesale Terms & Conditions
Library v1.0
P23 Template Series · Wholesale Operations
Your Brand Name
Wholesale Terms & Conditions
Effective Date ________________
Version 1.0
Governing Law ________________
Document Type Wholesale T&C
!
Template Only - Requires Legal Review This document is a starting framework drafted for gift and lifestyle wholesale brands. It is not legal advice. Before use, have a qualified attorney review and adapt it for your jurisdiction, business structure, and specific trading relationships. Annotations (green) are editorial guidance and should be removed before sending to retailers.
1
Parties & Scope
1.1
These Wholesale Terms and Conditions ("Terms") govern the wholesale purchase and sale of products between Your Brand Name ("Supplier"), a company incorporated in ________________, and any wholesale buyer ("Retailer") who submits a purchase order or wholesale account application.
1.2
These Terms apply to all wholesale transactions unless superseded by a separately executed written agreement signed by both parties. By submitting an order, the Retailer acknowledges and agrees to these Terms in full.
1.3
Supplier reserves the right to update these Terms at any time. Updated Terms will be posted at www.yourbrand.com/wholesale-terms and will apply to all orders placed after the effective date of the update.
Why this matters
The scope clause establishes that these terms apply automatically when an order is placed - you don't need a signed agreement every time. Make sure your website URL is accurate and that the terms are actually published there.
2
Account Approval & Eligibility
2.1
All wholesale accounts are subject to approval by Supplier at its sole discretion. Submission of an application does not guarantee account approval or the right to purchase.
2.2
Approved accounts must operate a legitimate retail business (physical storefront, established e-commerce site, or verified trade buyer). Supplier reserves the right to request proof of business registration, resale certificate, or trade references at any time.
2.3
Supplier may decline to open or may close a wholesale account at any time without cause, provided any outstanding orders are fulfilled under the Terms in effect at the time of placement.
Practical note
This section protects your right to choose your retail partners. It's important for MAP enforcement - if a retailer violates MAP repeatedly, you need grounds to terminate the account. Keep your account approval criteria consistent to avoid discrimination claims.
3
Pricing, Minimums & Orders
3.1
Wholesale prices are as listed in Supplier's current wholesale price list, which may be updated periodically. Supplier will provide 30 days' written notice of any price increases. Orders placed before a price change takes effect will be fulfilled at the price in effect at time of order placement.
3.2
Opening Order Minimum: The minimum opening order value is $150 (net). Subsequent reorders are subject to a minimum order value of $100 (net). Supplier reserves the right to waive minimums at its discretion.
3.3
All orders are subject to product availability. Supplier will notify Retailer of any backordered or discontinued items within 5 business days of order receipt. Retailer may cancel backordered items without penalty if the expected ship date exceeds 30 days from order date.
3.4
Supplier reserves the right to cancel or hold any order placed by an account with outstanding overdue balances.
Customise your minimums
Use the right panel to set your opening and reorder minimums. Typical gift/lifestyle ranges: opening $150–$350, reorder $100–$200. Setting them too high filters out small but loyal accounts. Setting them too low creates unprofitable order sizes once pick/pack is factored in.
4
Payment Terms
4.1
Standard Terms: Unless otherwise agreed in writing, all orders are payable NET 30 from the date of invoice. Invoices are issued upon shipment.
4.2
New Accounts: All opening orders from new accounts are payable by prepayment or credit card prior to shipment. Net terms may be offered after a satisfactory payment history of 2 or more orders.
4.3
Late Payment: Invoices not paid within terms are subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. Supplier reserves the right to suspend shipments on accounts with overdue invoices.
4.4
Accepted payment methods: credit card, ACH/bank transfer, check. Returned checks will incur a $35 returned payment fee.
4.5
Retailer may not withhold payment or offset invoices without prior written agreement from Supplier. Deductions taken without authorization will be treated as outstanding balances subject to Section 4.3.
Deductions clause (4.5)
This is particularly important if you sell to larger retailers who may issue debit memos or chargebacks unilaterally. Clause 4.5 gives you standing to dispute unauthorized deductions. For major retail accounts (Target, Anthropologie, etc.), expect to negotiate separate trading terms that override this clause.
5
Shipping & Delivery
5.1
All orders ship FOB Origin unless otherwise agreed. Risk of loss passes to Retailer upon Supplier's tender of goods to the carrier.
5.2
Lead Time: Standard lead time is 5–10 business days from order confirmation, subject to inventory availability. Supplier will communicate delays exceeding this window promptly.
5.3
Freight Charges: Shipping costs are prepaid and added to invoice. Orders exceeding $500 net value may qualify for complimentary ground shipping at Supplier's discretion.
5.4
Retailer must inspect all shipments within 5 business days of receipt and report any shortage, damage, or discrepancy to Supplier in writing. Claims filed after this window may not be accepted.
FOB Origin vs FOB Destination
FOB Origin means the retailer owns the goods (and the risk) once they leave your warehouse. FOB Destination means you're responsible until delivery. FOB Origin is standard for wholesale and protects you from transit claims - use it unless a key account requires otherwise.
6
Returns & Defective Merchandise
6.1
Supplier does not accept returns of non-defective merchandise unless approved in writing in advance. All approved returns must be authorized via a Return Merchandise Authorization ("RMA") number issued by Supplier. Unauthorized returns will be refused and returned at Retailer's expense.
6.2
Defective Merchandise: Claims for defective, damaged, or incorrect merchandise must be submitted within 30 days of invoice date, accompanied by photographs of the defect and the original invoice number. Supplier's sole obligation for confirmed defective goods is replacement or credit at Supplier's election.
6.3
Seasonal, sale, or closeout items are sold as final sale and are not eligible for return or exchange under any circumstances.
6.4
Supplier does not accept responsibility for retail end-consumer returns arising from change of mind, buyer's remorse, or retailer return policies that exceed Supplier's stated warranty.
7
Minimum Advertised Price (MAP)
7.1
Supplier maintains a Minimum Advertised Price ("MAP") policy. By placing an order, Retailer agrees to adhere to MAP pricing on all public-facing advertising channels including but not limited to: websites, marketplace listings (Amazon, eBay, Etsy, etc.), social media, email promotions, and in-store signage visible to the general public.
7.2
MAP does not apply to private, one-to-one transactions or in-store-only pricing not communicated publicly. MAP prices are as listed in Supplier's current MAP price list, updated from time to time with 30 days' notice.
7.3
Enforcement: First violation: written notice and 7 days to cure. Second violation: 30-day order suspension. Third violation: permanent account termination. Supplier's determination of a violation is final subject to good-faith review of evidence presented by Retailer within 5 business days.
MAP is a unilateral policy, not a contract
Legally, MAP policies must be structured as unilateral supplier policies, not price-fixing agreements. Never phrase MAP as a mutual agreement or use language implying collusion. The retailer "agrees to comply" with your unilateral policy - that's the distinction. Have your attorney confirm this complies with your jurisdiction's antitrust rules.
8
Intellectual Property & Brand Use
8.1
Supplier grants Retailer a limited, non-exclusive, non-transferable license to use Supplier's trademarks, trade names, product images, and marketing materials solely for the purpose of advertising and selling Supplier's products through Retailer's approved channels.
8.2
Retailer may not modify, alter, or create derivative works from Supplier's brand assets without prior written approval. Retailer may not use Supplier's trademarks in a manner that implies endorsement, partnership, or association beyond the retail relationship.
8.3
Supplier's products may not be re-branded, re-labeled, or resold under any name other than Supplier's brand without explicit written agreement. Products purchased wholesale may not be used as components in kits, bundles, or private label products without written authorization.
9
Channel & Territory Restrictions
9.1
Retailer is approved to sell Supplier's products through the following channels: physical storefront, Retailer's own branded website. Sale through third-party marketplaces (including Amazon, eBay, Etsy) requires separate written authorization from Supplier.
9.2
Retailer may not sell Supplier's products to other wholesalers, resellers, or third parties for resale without written consent. Products purchased under these Terms are intended for end-consumer retail sale only.
Amazon authorization
Requiring written authorization for Amazon is critical. Unauthorized third-party Amazon listings are among the most common MAP enforcement problems. If you don't authorize it explicitly, you have standing to terminate accounts that list on Amazon without permission.
10
Representations & Warranties
10.1
Supplier warrants that products sold hereunder will conform to their product descriptions at time of shipment and will be free from material defects in materials and workmanship for a period of 90 days from invoice date. This warranty is limited to replacement or credit as described in Section 6.
10.2
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL PRODUCTS ARE SOLD "AS IS" BEYOND THE EXPRESS WARRANTY ABOVE.
10.3
Retailer represents that it is a legitimate business entity authorized to enter into commercial transactions, holds any required resale or business licenses, and will comply with all applicable laws in connection with the purchase and sale of Supplier's products.
11
Limitation of Liability
11.1
IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALE OF PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2
Supplier's total liability to Retailer for any claim arising under these Terms shall not exceed the total invoice value of the specific order giving rise to the claim.
12
Termination
12.1
Either party may terminate the wholesale relationship at any time with 30 days' written notice. Termination does not affect outstanding orders placed prior to notice, which will be fulfilled and invoiced under existing Terms.
12.2
Supplier may terminate a wholesale account immediately and without notice upon: (a) MAP policy violation (third offense per Section 7.3); (b) non-payment exceeding 60 days past due; (c) resale to unauthorized channels; (d) fraudulent misrepresentation; or (e) material breach of any provision of these Terms.
12.3
Upon termination, all outstanding invoices become immediately due and payable. Supplier's intellectual property license (Section 8.1) terminates immediately; Retailer must cease use of all brand assets and may sell through remaining inventory within 90 days.
13
General Provisions
13.1
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of ________________, without regard to its conflict-of-law principles.
13.2
Dispute Resolution. Any dispute arising under these Terms shall first be subject to good-faith negotiation between the parties. If unresolved within 30 days, disputes shall be submitted to binding arbitration in ________________ under the rules of the American Arbitration Association.
13.3
Entire Agreement. These Terms, together with any executed wholesale account application and applicable price lists, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior negotiations, representations, or agreements.
13.4
Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force.
13.5
Waiver. Failure to enforce any provision of these Terms on any occasion shall not constitute a waiver of that provision on any future occasion.
Arbitration vs litigation
Binding arbitration is generally faster and cheaper than litigation for small commercial disputes. The downside is you give up the right to a jury trial and class-action participation. For wholesale T&C governing accounts in the $500–$50,000 range, arbitration is almost always the right call.
✦
Acknowledgement & Agreement

By placing a wholesale order or submitting a wholesale account application, the Retailer agrees to be bound by these Terms. If a signed acknowledgment is required, both parties may execute below.

Supplier - Your Brand Name
Authorized Signature & Date
Printed Name & Title
Retailer
Authorized Signature & Date
Printed Name & Title & Company
P23-EDU A TWENTY3 Intelligence Template ·  ·  Sources  ·  Privacy  ·  Terms  ·  Accessibility
Wholesale T&C · v1.0
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