B2B Wholesale Terms and Conditions: What to Include

If you sell wholesale on Shopify, a handshake agreement and a friendly email thread are not enough to protect your business. When a retailer orders 500 units and then disputes the invoice three weeks later, or a distributor starts reselling your products below your minimum advertised price, you need something concrete to fall back on. That something is a clear, well-structured set of wholesale terms and conditions — and most Shopify merchants either don't have them or have borrowed a generic template that leaves dangerous gaps.

The problem is that B2B transactions carry risks that direct-to-consumer sales simply don't. Payment terms, minimum order quantities, return policies, and resale restrictions all become negotiating points the moment a buyer decides they want to push back. Without a written agreement that both parties have accepted, you are operating on assumptions — and assumptions cost money.

In this post, you will learn exactly what to include in your wholesale terms and conditions, why each clause matters, and how to structure the document so it is practical for both you and your wholesale buyers. Whether you sell fashion, food, tech accessories, or anything in between, these fundamentals apply across every product category and every Shopify setup.

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Minimum Order Quantities and Reorder Rules

Minimum order quantities (MOQs) are the foundation of any profitable wholesale relationship, and they belong in writing before the first order is placed. An MOQ protects your margins by ensuring that the cost of picking, packing, invoicing, and managing a B2B account is offset by genuine volume. For example, if your average wholesale order costs you £40 to process administratively, an MOQ of £300 net ensures that cost is a reasonable percentage of the sale rather than a crippling one.

Your terms should also specify reorder MOQs separately from opening order MOQs. Many merchants require a higher opening order — say, £500 — to justify the onboarding effort, account setup, and sample costs, then allow reorders at £200. This tiered approach is standard practice among brands supplying department stores and independent retailers alike, and it sets a professional tone from the start of the relationship. Be explicit about whether these figures are calculated before or after any wholesale discounts you offer.

Finally, include a clause on order increments for specific SKUs. If you sell a product in cases of twelve, your terms should state that buyers must order in multiples of twelve, not mixed quantities that create fulfilment headaches. This kind of specificity prevents the awkward back-and-forth emails that slow down your operations team and frustrate buyers who thought they were placing a simple reorder.

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Payment Terms, Late Fees, and Credit Limits

Payment terms are where most wholesale disputes originate, which makes this section of your T&Cs one of the most important to get right. Standard B2B payment windows include Net 15, Net 30, and Net 60, with Net 30 being common for established relationships. Your terms should state clearly which window applies by default, under what conditions a buyer might qualify for extended terms, and whether new accounts are required to pay proforma (in advance) until a track record is established.

Late payment fees need to be explicit and legally enforceable. In the UK, the Late Payment of Commercial Debts Act allows you to charge statutory interest at 8% above the Bank of England base rate, but your terms can specify a simpler flat-fee structure if you prefer — for example, a £25 administration charge per overdue invoice plus 2% per month on the outstanding balance. Whatever you choose, the key is that the buyer agrees to it before the first invoice is issued, not after it goes unpaid.

Credit limits are equally important to document. If you extend £2,000 of credit to a new wholesale account and they place a £5,000 order before paying their first invoice, you need a written policy that allows you to hold the excess until the account balance is cleared. Including this in your standard terms means you can enforce it without it feeling like a personal decision, which keeps the business relationship intact while protecting your cash flow.

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Pricing, Discounts, and Minimum Advertised Price Policies

Wholesale pricing structures can become complicated quickly, especially if you offer volume tiers, seasonal promotions, or different rates for different account types. Your terms should define your wholesale price list, how often it is updated, and how much notice you will give buyers before a price change takes effect. Sixty days notice is a reasonable standard that gives retailers time to adjust their own pricing and sell through existing stock.

A Minimum Advertised Price (MAP) policy is essential if you sell through multiple wholesale accounts and want to protect your brand equity. MAP policies prevent your wholesale buyers from advertising your products below a set price point, which protects both your direct-to-consumer margins and the margins of your other stockists. For example, if your RRP is £60, you might set a MAP of £45, ensuring that no retailer can undercut your brand's perceived value in the market. Without this clause, a discount retailer can damage your brand positioning and alienate your premium stockists simultaneously.

Your terms should also clarify what happens during promotional periods. If a buyer wants to run a sale, do they need your prior approval? Are there product categories or hero SKUs that are excluded from discounting entirely? Being specific here prevents situations where a key retail partner marks down your flagship product during a season when you are running a direct-to-consumer campaign at full price — a scenario that creates real commercial tension.

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Shipping, Lead Times, and Risk of Loss

Shipping terms in a wholesale context are fundamentally different from consumer shipping expectations. Your B2B buyers are planning inventory months in advance, so your terms need to specify standard lead times, what happens when stock is unavailable, and how backorders are handled. If your lead time is typically 7–10 business days but can extend to 21 days during peak periods, say so explicitly rather than letting buyers assume they will receive orders in two days like an Amazon Prime customer.

The question of risk of loss — who bears responsibility if a shipment is damaged or lost in transit — should be addressed clearly. Under standard commercial practice, risk typically transfers to the buyer once the goods leave your warehouse (FOB origin), but some merchants prefer to retain responsibility until delivery (FOB destination). Either approach is valid, but the terms need to specify which applies so there is no ambiguity when a pallet arrives damaged at a retailer's warehouse.

Shipping costs and carrier selection are also worth including. Do you use a preferred carrier? Do you offer free shipping above a certain order value? Can buyers nominate their own carrier accounts? These logistics details might seem minor, but they become contentious when a buyer expects free delivery on a £400 order and your internal threshold is £600. Setting expectations in writing eliminates these conversations before they happen and makes the purchasing experience feel more professional.

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Returns, Defective Goods, and Quality Claims

A clearly defined returns policy for wholesale accounts is not just about customer service — it is about protecting yourself from being used as an informal inventory management solution by retailers who over-ordered. Standard wholesale return policies typically do not allow buyers to return unsold stock simply because it did not sell, which is very different from consumer retail norms. Your terms should state explicitly that returns are only accepted for defective goods, incorrect shipments, or items damaged in transit.

For quality claims, specify a window within which buyers must notify you of any defects — 14 days from delivery is common. Require photographic evidence and a completed claims form before any credit or replacement is issued. This process protects you from claims that arrive six months later when a product has clearly been mistreated, and it gives you the documentation you need to pursue a supplier if the defect originated further up the supply chain.

Include a clause on what resolution looks like. Do you offer a credit note, a replacement shipment, or a refund? Many wholesale brands default to credit notes rather than cash refunds to preserve cash flow and keep the buyer active within the account. Being explicit about your preferred resolution method avoids the expectation mismatch that damages relationships even when you are technically in the right.

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Account Access, Resale Restrictions, and Termination

Resale restrictions are increasingly important for brands that care about where their products appear. Your terms can restrict buyers from selling on third-party marketplaces like Amazon or eBay without your written consent, from exporting to regions outside their designated territory, or from supplying sub-distributors without approval. These clauses are standard in wholesale agreements across the fashion, beauty, and food industries, and enforcing them is far easier when they are part of a signed agreement rather than an informal expectation.

Termination clauses protect both parties. Your terms should specify under what conditions you can suspend or terminate a wholesale account — for example, repeated late payment, violation of MAP policy, or breach of resale restrictions — and what notice period applies. Similarly, a buyer should be able to close their account with reasonable notice, and your terms should clarify how outstanding orders and unpaid invoices are handled at that point.

Finally, if you use QuoteFlow or another Shopify B2B tool to manage wholesale pricing and quotes, your terms should note that access to your wholesale portal is conditional on compliance with these T&Cs. This ties account access to behaviour, giving you a practical lever beyond just legal action if a buyer repeatedly steps out of line.

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Conclusion

Strong wholesale terms and conditions are not a legal formality — they are a commercial tool that makes your B2B operation run more smoothly. By covering MOQs, payment terms, pricing policies, shipping expectations, returns procedures, and resale restrictions, you create a shared framework that reduces disputes, speeds up transactions, and signals to buyers that you are a professional supplier worth working with. Merchants supplying major retailers know that clear agreements build trust rather than erode it.

Start by reviewing your current terms against each of the categories covered here and identify the gaps. Even a single missing clause — like the absence of a MAP policy or a late payment fee — can cost you significantly over the course of a year. Document everything, get buyers to accept the terms as part of your onboarding process, and review the document at least annually.

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