Wholesale terms and conditions (T&Cs) are critical for 2026 business operations to define the financial and legal relationship between a supplier and a retail buyer. Below are the fundamental clauses for a basic wholesale agreement.

1. Ordering and Minimums

• Minimum Order Quantity (MOQ): Specify the minimum number of units or the Minimum Order Value (MOV), often ranging from $300 to $600 for first-time buyers.
• Ordering Process: Detail how orders must be submitted (e.g., via a wholesale portal, email, or phone) and how confirmation is provided.

2. Pricing and Payments

• Wholesale Pricing: State that prices are subject to change without notice and clarify if they are listed in a specific currency (e.g., USD).
• MSRP Policy: Define the Manufacturer\'s Suggested Retail Price (MSRP) and any restrictions on discounting (e.g., no more than 15% off).
• Payment Terms: Clarify if payment is Proforma (upfront before shipping) or Net Terms (e.g., Net 30, due 30 days after delivery).
• Accepted Methods: List permitted payment types, such as bank transfer (EFT), credit card, or check.

3. Shipping and Delivery

• Costs and Carriers: State who pays for shipping (usually the buyer) and the methods available.
• Risk and Title: Specify that ownership and risk of loss pass to the buyer once the goods are picked up by the carrier.
• Estimated Timelines: Provide typical processing times while noting that delivery dates are estimates, not guarantees.

4. Returns and Damages

• Reporting Window: Set a strict timeframe (e.g., 7–14 days after delivery) for reporting damaged or missing items.
• Restocking Fees: Define fees for "unsuitable" returns, often around 15% plus shipping costs.
• Return Authorization: Explicitly state that no returns are accepted without prior written approval.

5. Legal Protections

• Limitation of Liability: Limit the seller\'s liability for indirect or consequential damages and cap total damages at the order value.
• Retention of Title: Clause allowing the seller to retain legal ownership of goods until they are paid for in full.
• Governing Law: Identify the specific jurisdiction (e.g., state or country) whose laws will govern the agreement.
• For standard templates, you can consult resources like the LegalZebra Wholesale Template or Simplisales eCommerce Guides.