A wholesale terms sheet is the one page a buyer reads before their first order. It answers the questions that otherwise arrive one email at a time: minimums, pricing, payment, shipping and returns. This guide gives you template wording for each clause. This is a starting point, not legal advice. Check the rules where you sell.
How to use the template
Keep the sheet to one page and send it with your price list. Replace every placeholder in square brackets with a term you are prepared to apply to every account, and delete clauses you do not need. If you have not set your numbers yet, see wholesale price breaks and MOQ and the gap between wholesale and retail pricing.
- Dated: Put an effective date at the top so old copies are easy to spot
- Consistent: Use the same terms on quotes and invoices
Ordering clauses
These clauses set who can buy and how much.
- Eligibility: Wholesale pricing is available to approved business accounts only. [store name] may ask for [a resale or tax certificate / a business registration number] before approving an account.
- Opening order minimum: The minimum for a first order is [amount or number of units].
- Reorder minimum: The minimum for each later order is [amount or number of units].
- Case packs: Products are sold in packs of [number]. Orders are rounded to full packs.
- How to order: Send orders to [wholesale email] or place them through [ordering method]. An order is confirmed when we send a written confirmation.
Pricing and payment clauses
Say how prices are set, how long they hold and when payment is due. If you offer credit terms, see net payment terms on Shopify.
- Prices: Wholesale prices are listed on our current price list, in [currency], and exclude taxes and shipping. Prices may change with [number] days' written notice. Confirmed orders keep the price in effect when they were confirmed.
- Volume pricing: Orders of [quantity] or more of a single product receive [price or discount]. See the price list for all breaks.
- Payment, first order: Payment in full is due before the first order ships.
- Payment, later orders: [Payment is due before shipment. / Approved accounts may pay on net terms, due a set number of days from the invoice date.]
- Late payment: Accounts with an overdue balance are placed on hold until the balance is paid. [Any late fee you charge.]
Shipping and returns clauses
Wholesale orders are larger and slower to correct, so set expectations on timing and claims.
- Lead time: In-stock orders ship within [number] business days of confirmation. We will tell you about any backordered items before shipping.
- Shipping costs: Shipping is [charged at cost and added to the invoice / free above a set order value]. Orders ship from [location] by [carrier or method].
- Damages and shortages: Check your delivery when it arrives. Report damaged, missing or incorrect items to [wholesale email] within [number] days of delivery, with photos. We will [replace the items / issue a credit].
- Returns: Wholesale orders are [not returnable except for damaged or incorrect items / returnable within a set number of days, unopened, less a restocking fee].
- Cancelations: Orders can be canceled without charge until [point in the process].
Brand and account clauses
These clauses are optional, and they are the ones most affected by local law. Ask a qualified adviser before you add rules about where or how a buyer resells.
- Where products are sold: Products are supplied for resale through [the buyer's own physical store / the buyer's own website]. Ask us before listing on [other channels].
- Images and copy: You may use our product images and descriptions to sell our products.
- Changes to terms: We may update these terms with [number] days' written notice. The terms in effect when an order is confirmed apply to that order.
Doing this at scale
Once your terms and price list are set, QuoteWeaver reads a buyer's free-text quote request, parses it into line items and matches each to a real catalog SKU with a confidence score. It prices the request against your B2B list, including volume breaks, MOQ and the next-break upsell, then builds a Shopify draft order and a drafted reply. Low-confidence lines are flagged, and it never invents a SKU or price. See QuoteWeaver.