AIWholesale terms and conditions template for UK brands
Wholesale terms and conditions are the rules that apply to every trade order you accept: minimum order, prices, payment, delivery, damages, returns, who owns the goods until they're paid for, and how far your liability goes. Below is a wholesale terms and conditions template for the UK, set out section by section, with example wording for the minimum order quantity and payment clauses. It's general information, not legal advice: use it to prepare your terms, then have a solicitor check them before you rely on them.
1. What wholesale terms and conditions are for
When you sell goods to another business in the UK, the Sale of Goods Act 1979 applies. Sales to consumers fall under the Consumer Rights Act 2015 instead, so your wholesale terms are written for business buyers. Your terms sit on top of the law and settle the details it leaves open, such as when payment is due, how to report a damaged case, and whether a shop can send back stock that hasn't sold.
Written terms give you a clause to point to in a dispute. Keep them to one or two pages of plain English, numbered so you can refer to "clause 5.1" in an email.
Put them where buyers will see them before they order: on your trade sheet or price list, on your trade page, and linked from your order confirmation and invoices.
2. Wholesale terms and conditions template (UK), section by section
Before you use this: the outline below shows what each section usually covers. It isn't legal advice. Have a solicitor review your finished terms, especially the retention of title and liability clauses, where the exact wording decides whether the clause works.
1. Orders and minimum order quantity
How buyers can order (email, order form, phone, marketplace), and when an order becomes binding, for example when you confirm it in writing or dispatch it. Your minimum order quantity for first orders and reorders, and whether products are sold in whole cases. Example wording is in section 3 of this guide.
2. Prices
Prices are as shown on your current trade price list, and exclude VAT. How much notice you give before a price change, such as 30 days. Delivery charges, and any order value above which delivery is free.
3. Payment
Your payment terms and what they're counted from, pro forma for first orders, how to pay, late payment interest and compensation, and your right to hold orders while an account is overdue. Example wording is in section 4 of this guide.
4. Delivery
Lead times are estimates. You deliver to the address on the order. Who pays carriage, and any booking-in requirements the buyer must tell you about. When risk in the goods passes to the buyer, usually on delivery.
5. Damages and shortages
How long the buyer has to report damaged or missing items, such as 2 working days from delivery, and what to send: photos, the delivery note and the case or batch code. If they can't check the goods on arrival, ask them to sign the courier's note as "unchecked". What you'll do: replace the item or issue a credit note.
6. Returns
Whether you accept returns of unsold stock (sale or return) or not, unless agreed in writing. How faulty goods are handled. For food, state the minimum shelf life you guarantee on delivery and that short-dated stock isn't returnable once accepted. For skincare and other non-food goods, say you'll replace items with a fault traced to manufacture, and ask for the batch code.
7. Retention of title
The goods remain yours until they're paid for in full. Section 5 of this guide explains what that does and doesn't protect.
8. Liability
A limit on your liability, often the price of the goods in the order concerned, and an exclusion for indirect losses such as lost profit. Some liability can't be excluded by law, which is one reason to have a solicitor draft this clause. Check your product liability insurance covers what your terms promise.
9. Changes to these terms
You can update the terms with notice, such as 30 days. The version in force when you accept an order applies to that order. The latest version is on your trade page. Add the law that governs the terms, for example the law of England and Wales.
3. Minimum order quantity: setting it and wording it
A minimum order quantity (MOQ) makes sure each order covers the cost of picking, packing and posting it. Set it from your own numbers rather than copying another brand.
Example: working out a minimum
Kindred Skin, a skincare brand in Leeds, works out that packing and posting a trade order costs about £12 in materials, courier and time.
At a £60 minimum, delivery takes £12 ÷ £60 = 20% of the order value.
At a £200 minimum, it takes £12 ÷ £200 = 6%.
Use your own costs. Weigh the higher minimum against how many small shops it might put off.
Choices to make:
- Value or units. A value minimum (£150) is simple across a mixed range. A unit minimum (6 per product) suits a brand whose products only work as a display.
- First order and reorders. A higher first order gets a range onto the shelf properly. A lower reorder minimum makes topping up easy.
- Case sizes. If you pack in cases, require whole cases.
- Exceptions. Keep the right to accept smaller orders, with a delivery charge.
Example wording for the minimum order quantity clause:
1.3 Minimum order. The minimum value for a first order is £150 excluding VAT. The minimum for each repeat order is £100 excluding VAT. Products are sold in cases of 6, and orders must be for whole cases. We may accept orders below the minimum at our discretion and may charge a delivery fee on them.
Wildfire Chilli Co, a chilli sauce maker in Bristol, could use this wording for sauces packed in cases of 6. Kindred Skin might swap the case line for "a minimum of 6 units of each product".
4. Payment clause: example wording
The payment clause is the one you'll point to most often. Make each part a separate numbered line.
3.1 Payment terms. First orders are payable in full before dispatch, on receipt of our pro forma invoice. After that, invoices are payable within 30 days of the invoice date. The due date is shown on each invoice.
3.2 How to pay. By bank transfer to the account shown on the invoice, quoting the invoice number.
3.3 Late payment. If payment is late, we may charge statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
3.4 Holding orders. If any invoice is overdue, we may hold further deliveries until your account is up to date.
3.5 Queries. If you dispute part of an invoice, tell us in writing within 7 days of receiving it and pay the undisputed amount by the due date.
Two legal points shape this clause. If no payment date is agreed, statutory interest can run from 30 days after the later of the goods or the invoice arriving. And between businesses, payment terms longer than 60 days are only allowed if expressly agreed and not grossly unfair to the supplier, so a buyer can't impose 90 days without you agreeing to it. Late payment interest is 8% above the Bank of England base rate, with fixed compensation of £40, £70 or £100 depending on the size of the debt. Our guide to chasing unpaid wholesale invoices shows how to calculate a claim.
5. Retention of title: what it does
A retention of title clause says the goods stay yours until the buyer has paid for them. Its main use is when a stockist stops trading owing you money while your unsold stock is still on their shelves or in their stockroom. With the clause, you have a claim to that stock. Without it, the goods belong to the buyer and you join the queue of people they owe.
It has limits. Once a shop sells your product to its customer, that customer owns it and you can't take it back. Food that has been used or eaten is gone. You may also need to show which items are yours, which is easier when cases carry batch codes you can match to your invoices.
A simple version reads:
7.1 Ownership. The goods remain our property until we have received payment in full for them. Until then, you may sell them in the ordinary course of your business, but you must store them so they can be identified as ours.
Wording for retention of title varies a great deal, and some versions go further, for example covering all money owed on the account rather than a single invoice. This is a clause to get a solicitor to write for your business.
6. Getting stockists to agree to your terms
Terms only help if the buyer has seen them before the order. A few habits make that easy to show:
- Send them with the first order confirmation and ask the buyer to reply confirming they accept them.
- Add a line to your order form: "By placing an order you agree to our trade terms", with a link.
- Reference them on every invoice with the same link.
- Keep a dated copy of each version, so you know which terms applied to which order.
Larger buyers sometimes send purchase orders that say their own terms apply. When two sets of terms conflict, it isn't always clear which one wins. Raise it before you accept the order, and ask your solicitor how to handle it.
Orders through Faire and Ankorstore come under the marketplace's own terms with the retailer, so your terms cover direct orders. Check each marketplace's current terms for returns and payment. Our guide to wholesale order management shows how to keep every order, and the terms it came under, in one list.
Questions about wholesale terms
Do I need terms and conditions for wholesale?
There's no legal requirement to have them, but without written terms a dispute about payment, damages or returns comes down to emails and memory. Written terms give you a clause to point to.
What should wholesale terms and conditions include?
Orders and minimum order quantity, prices, payment, delivery, damages and shortages, returns, retention of title, liability, and how the terms can change. Have a solicitor check them before you use them.
What is a minimum order quantity in wholesale?
A minimum order quantity is the smallest order you'll accept, set by value or by units. It makes sure each order covers the cost of picking, packing and delivering it.
What is a retention of title clause?
A retention of title clause says goods stay the seller's property until the buyer has paid for them. It mainly helps if a stockist stops trading owing you money while your unsold stock is still on their premises.
Can I write my own wholesale terms and conditions?
You can draft them yourself using a template outline, which keeps a solicitor's time and cost down. Have a solicitor check the final version, as wording on liability and retention of title decides whether those clauses work.
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