Wholesale terms and conditions for suppliers and distributors

Invoices and purchase orders usually record the transaction, but they do not always deal properly with the wider trading relationship. A wholesale supplier may need clear rules on minimum orders, pricing changes, stock availability, delivery timing, title and risk, returns, credit arrangements and what happens if a customer's order conflicts with the supplier's terms. If those points are left unclear, the parties can end up relying on inconsistent documents. Proper wholesale terms help create one set of commercial rules that can be used across repeat supply arrangements.

Wholesale terms commonly address how orders are placed and accepted, pricing and payment timing, credit terms if offered, delivery and freight responsibilities, when title or risk passes, inspection and returns processes, warranties, liability settings, termination rights and any restrictions on resale or use of branding. Depending on the business, the document may also deal with customer information, account access, online ordering systems or product-specific conditions. The exact drafting turns on your products, sales channels and the way supply is managed in practice.

Important details include whether you sell through account managers, online portals or distributor networks, whether you supply made-to-order or standard stock, how you handle shortages or backorders, and whether customers receive credit. It also matters whether you work with domestic delivery partners, impose resale conditions, or collect and share customer information across systems. In regulated areas, the legal position can depend on how information is handled in practice, so the wording should match your real order flow rather than a generic wholesale template.

Once we have the key details about your trading model, we prepare a draft or review your existing terms and identify the main legal and commercial points to address. Timing depends on the complexity of your supply setup, including whether you have multiple sales channels, special product conditions or related documents that need to line up with the terms. The fixed-fee covers the stated legal work on the wholesale terms themselves. It does not include If extra support is needed, we will explain it upfront and quote it separately before you proceed.

Yes. If you already have wholesale terms, we can review them and flag clauses that may be unclear, outdated or mismatched to the way your business now trades. That might include issues around order acceptance, title and risk, returns, warranty wording, privacy-related language or inconsistencies with your website, credit application or distributor arrangements. A review is often useful where the business has changed channels, expanded product lines or adopted new systems. Any substantial renegotiation or dispute work would usually sit outside this service.

Submit an enquiry on this page or click 'Get started'. One of our legal consultants will review it within 1 business day and get in touch to understand what you need.

Your consultant will then email you a fixed-fee quote setting out the cost, scope and timing. If you're happy with it, you can accept the quote and sign our engagement letter online.

Once you've accepted, one of our Australian-qualified lawyers will work with you to complete your project. They'll contact you by email or phone if they need anything.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Wholesale Terms And Conditions service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We work online, so we can help wherever you are in New Zealand. Our team works remotely, mainly from Australia.

Your work is done by our Australian-qualified lawyers, who hold Australian practising certificates and specialise in business law. None of them are New Zealand lawyers or hold a New Zealand practising certificate.

Sprintlaw NZ Limited is a legal consultancy, not a law firm, and is not regulated by the New Zealand Law Society. We don't act in court or tribunal matters, conveyancing (including leases and business sales) or other reserved areas of work. Communications with Sprintlaw are unlikely to be protected by legal professional privilege. We still keep everything confidential under our engagement letter.