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 If you already have wholesale terms, we can review them and flag clauses that may be unclear, outdated or mismatched to the way your business now trades.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.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

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 operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.