Wholesale Terms And Conditions Template For NZ Brands

Do I really need wholesale terms before I send stock to a retailer? Yes - if another business is going to buy your products and resell them, your terms should be agreed before the order leaves your warehouse.

It doesn't need to feel complicated. Good wholesale terms are really just the rules for the relationship: how much the retailer needs to order, when they pay, who covers freight, what happens with returns, and how your brand can be used.

Without those rules in writing, small misunderstandings can quickly become unpaid invoices, damaged stock arguments, or retailers discounting your products in ways that hurt your brand. Getting your wholesale terms sorted early helps you grow with retailers while keeping control of the basics.

Do I Need Wholesale Terms Before I Supply Retailers?

Yes, you should have wholesale terms agreed before you supply retailers, because a purchase order or invoice on its own usually won't cover the things that matter most.

Your wholesale terms can be a standalone wholesale agreement, a retailer agreement, or a set of wholesale terms of trade attached to your order form. The name matters less than whether the terms are clear, accepted, and suitable for how you actually sell.

For example, if you send terms only after the retailer has already ordered and received stock, you may struggle to show they agreed to them. A better process is to send your terms when the retailer applies for a wholesale account, then require written acceptance before you approve their first order.

Good wholesale terms usually help you deal with:

• Minimum orders: the smallest order value or quantity you'll accept.
• Payment: upfront payment, deposits, credit accounts, overdue invoices, and GST.
• Delivery: freight charges, delivery timeframes, risk, and responsibility for lost or damaged goods.
• Returns: when stock can be returned, credited, replaced, or refused.
• Resale rules: where and how retailers can sell your products.
• Brand protection: trade marks, images, packaging, product descriptions, and marketing approvals.

If you're supplying on credit, you may also want clear credit terms and retention of title terms. In New Zealand, those terms often need to be backed up by registration on the Personal Property Securities Register if you want stronger protection if a retailer becomes insolvent.

What Should A Wholesale Terms And Conditions Template Include?

A wholesale terms and conditions template should include the commercial details of your wholesale relationship, but it should be tailored before you use it.

Templates can be a helpful starting point, but they often miss the parts that make your business different. A skincare brand selling to boutiques, a homeware brand supplying gift stores, and an electronics distributor supplying trade retailers will all need different rules.

Fill-In Outline For Your Wholesale Terms

1. Parties: write your legal business name, NZBN if you have one, company number if relevant, and the retailer's details.
2. Account Approval: explain how retailers apply, what information you need, and when you can refuse or close an account.
3. Orders: set your minimum order quantity or value, case packs, backorder rules, and how orders are accepted.
4. Prices And GST: state whether prices include or exclude GST, when prices can change, and whether price lists are confidential.
5. Payment Terms: set deposit, upfront payment, credit account, due dates, and consequences for overdue invoices.
6. Delivery And Risk: explain freight charges, dispatch timing, delivery addresses, risk transfer, and what happens if goods are delayed or damaged.
7. Returns And Credits: set the process for faulty, damaged, incorrect, slow-moving, and change-of-mind stock.
8. Resale Restrictions: set rules for sales channels, marketplaces, territories, discounting, bundling, and online listings.
9. Brand And IP: explain how the retailer can use your trade marks, product images, content, packaging, and marketing materials.
10. Privacy And Customer Data: cover how customer or retailer contact details will be handled under the Privacy Act 2020, if data is shared.
11. Limitation Of Liability: set sensible limits for business-to-business claims, where the law allows.
12. Ending The Relationship: explain when either side can stop supply, cancel orders, or close the account.

Have a lawyer or legal professional tailor this outline before you rely on it. In New Zealand, your terms also need to sit comfortably with laws like the Fair Trading Act 1986, Consumer Guarantees Act 1993, Commerce Act 1986, and Privacy Act 2020.

How Should Minimum Orders And Payment Terms Work?

Your minimum order and payment terms should match your margins, cash flow, and operational capacity, not just what looks standard in your industry.

A minimum order in your terms of trade helps you avoid spending time packing and shipping tiny wholesale orders that don't make commercial sense. You can set it as a dollar amount, unit quantity, carton quantity, or opening order requirement.

Common options include:

• Opening order minimum: a higher first order so the retailer launches with a proper range.
• Reorder minimum: a lower threshold for repeat orders.
• Case pack rules: orders must be in cartons of 6, 12, 24, or another set quantity.
• Small order fee: an extra charge if you choose to accept orders below the minimum.

For payment, many growing brands start with payment upfront. Once a retailer has a track record, you might offer 7, 14, or 30 day credit terms. If you do this, be clear about when the clock starts: order date, invoice date, dispatch date, or delivery date.

Worked Example

Mia runs a Wellington skincare brand. Her wholesale price is $12 plus GST per unit, and her minimum opening order is 60 units. That means the first order must be at least $720 plus GST.

A new retailer orders 40 units. Because Mia's terms say orders below the minimum can be declined or accepted with a $50 small order handling fee, she has a clear choice. If she accepts the order, the retailer pays $480 plus GST, plus the $50 fee, before dispatch.

For approved repeat retailers, Mia offers 14 day payment terms from invoice date. Her terms also say she can pause new orders while an invoice is overdue. That keeps the relationship clear without needing a heavy-handed approach.

Who Is Responsible For Delivery, Risk And Stock Issues?

Your terms should say exactly when responsibility for the goods moves from you to the retailer, because delivery problems are one of the most common sources of wholesale friction.

Start by separating three ideas:

• Freight cost: who pays for shipping, insurance, rural delivery, and redelivery.
• Risk: who bears the risk if goods are lost, stolen, or damaged in transit.
• Title: who legally owns the goods, especially if payment hasn't been made yet.

For example, your terms might say risk passes to the retailer when the courier collects the goods from your warehouse. Or you might say risk passes only on delivery to the retailer's nominated address. Either approach can work, but it needs to be clear.

If you offer estimated delivery dates, avoid promising guaranteed dates unless you can meet them. Under the Fair Trading Act 1986, businesses need to be careful not to mislead customers or retailers about availability, delivery timing, stock levels, or product features.

Your delivery clause should also explain what the retailer must do if stock arrives damaged or short. You might require them to:

• inspect the order within 3 business days of delivery;
• take photos of damaged packaging and products;
• keep the damaged goods until you confirm the next step;
• send the invoice number, delivery date, and affected SKU details; and
• avoid selling or repairing damaged stock without your written approval.

Using Mia's example again, if 6 of 60 units arrive damaged and her terms require notice within 3 business days, the retailer sends photos the next day. Mia can then issue a credit of $72 plus GST, replace the 6 units, or ask the courier to assess the claim, depending on what her terms allow.

Can I Control How Retailers Resell And Promote My Products?

Yes, you can set many resale and brand rules, but you need to be careful with pricing and competition law.

It's reasonable to protect how your brand appears in the market. If you've spent years building your product, packaging, social media presence, and customer trust, you won't want retailers using blurry photos, rewriting claims, or selling your products on channels that don't suit your brand.

Your wholesale terms, including any marketplace terms for online resale, can usually cover things like:

• whether the retailer can sell online, in store, or both;
• whether they can sell through online marketplaces;
• whether they can sell outside New Zealand;
• requirements to use approved product descriptions and images;
• rules against changing labels, packaging, ingredients, or bundles;
• approval before using your trade marks in ads, email marketing, or social media; and
• requirements to follow your brand guidelines.

If you have a registered trade mark through IPONZ, your business terms should say the retailer only has a limited licence to use it for approved resale and promotion. That licence should end when the wholesale relationship ends.

Be cautious with resale pricing. In New Zealand, the Commerce Act 1986 restricts resale price maintenance. In plain English, you generally can't force a retailer to sell at or above a minimum price. You can usually provide a recommended retail price, but it needs to be genuinely recommended, not a disguised rule.

Get tailored advice before using exclusive territories, strict online sales bans, minimum advertised price policies, or rules that limit who retailers can sell to. These can be legitimate in some settings, but the details matter.

What Happens If A Retailer Wants To Return Stock?

It depends on why the retailer wants to return the stock, so your terms should treat faulty, damaged, incorrect, unsold, and change-of-mind returns differently.

Wholesale returns aren't the same as consumer returns. If a retailer is buying stock for resupply, the Consumer Guarantees Act 1993 will often not apply between you and the retailer in the same way it applies to consumer purchases. Even so, consumers who buy the product from the retailer may still have rights, and your business may have obligations as a manufacturer or supplier.

Your returns clause should deal with:

• Faulty stock: whether you repair, replace, credit, or refund, and what proof you need.
• Transit damage: the notice period, photo evidence, and courier claim process.
• Incorrect stock: who pays freight when the wrong SKU or quantity was sent.
• Slow-moving stock: whether you ever allow seasonal swaps or sale-or-return arrangements.
• Change of mind: whether it's allowed at all, and any restocking fee or condition requirements.
• Unauthorised returns: what happens if stock is sent back without approval.

If your terms are standard form terms offered on a take-it-or-leave-it basis to smaller trade customers, keep the Fair Trading Act unfair contract terms rules in mind. For small trade contracts, the regime can apply where the trading relationship is worth less than $250,000 per year when the relationship starts. Very one-sided rights, broad disclaimers, or harsh termination rights may be risky.

Some business-to-business terms and conditions can contract out of certain Consumer Guarantees Act and Fair Trading Act protections if both parties are in trade, the agreement is in writing, and the contracting out is fair and reasonable. Don't treat that as a shortcut. The clause needs to be drafted carefully, and your sales conduct still needs to be accurate and fair.

Key Takeaways

• Wholesale terms should be agreed before you approve orders, dispatch stock, or offer credit.
• Your terms should cover minimum orders, payment, delivery, returns, resale rules, and brand protection.
• Be specific about when risk passes, how damaged stock is reported, and when credits or replacements are available.
• You can protect your brand, trade marks, images, and sales channels, but be careful with resale pricing and competition law.
• Templates are useful starting points, but your wholesale terms should be tailored to your products, margins, sales process, and retailer network.

If you'd like help with your wholesale terms, retailer onboarding process, resale restrictions or brand protection clauses, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.