Terms and conditions for a wholesaler selling to trade customers

A wholesaler sells on credit to retailers who sometimes fail, and the terms are what decide whether the stock on the failed retailer's shelves is yours or the administrator's. They have to run account opening and credit limits, minimum orders and delivery, claims for shortages and damage, retention of title that works, and a returns position that the consumer rules do not touch. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Wholesalers, distributors and importers in England and Wales selling goods to retailers, trade customers and other businesses on account, from a single-category importer to a cash-and-carry with online ordering. These are business-to-business terms.

What matters in wholesale terms

Trade-only sales and account opening

The terms should say that sales are to businesses only, that a customer applying for an account confirms it is buying for its business, that credit is granted at the wholesaler's discretion after checks and may be withdrawn, and that credit limits apply. Where the customer is a limited company, a personal guarantee from its directors is the usual price of credit, and under section 4 of the Statute of Frauds 1677 a guarantee must be in writing and signed to be enforceable.

Orders, prices and delivery

Orders are accepted on confirmation, prices are those in force at the date of despatch unless a quote says otherwise, and minimum order values apply, and the terms should say so. Delivery is to the customer's premises with risk passing on delivery, dates as estimates, partial deliveries permitted, and the customer responsible for access and for signing for the goods. Under sections 13 and 14 of the Sale of Goods Act 1979 goods must match their description and be of satisfactory quality, and the terms may limit the remedies against a business as far as is reasonable.

Claims, shortages and damage

The terms should require the customer to check deliveries and to notify shortages, damage and non-conformity within a stated short period, with claims outside it barred, and should provide that the wholesaler's liability for non-conforming goods is limited to replacement or credit. Against a business those limits are subject to the reasonableness test under the Unfair Contract Terms Act 1977, and a stated inspection period is what makes them reasonable.

Retention of title that works

The terms should retain title in all goods until the customer has paid for them and for all other goods supplied, which section 19 of the Sale of Goods Act 1979 allows, require the customer to store the goods so that they are identifiable as the wholesaler's, allow the customer to sell them in the ordinary course of business, and give the wholesaler the right to enter the customer's premises and recover unpaid goods still in its possession if it fails to pay or becomes insolvent. Retention of title is only as good as the ability to identify the goods, and the terms should say so.

Payment, returns and compliance

Payment is on the account's terms with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998, a right to suspend supply, and set-off excluded. Returns of goods correctly supplied are at the wholesaler's discretion, subject to a restocking charge and the goods being resaleable, because the consumer cancellation rules do not apply to trade sales. Goods are supplied compliant for resale with the labelling the law requires, and the customer is responsible for how it sells them on.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Email me at geoffrey@caesar.co.uk with what you need and any documents, and I will confirm the scope and the fee in writing, usually the same working day.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

A retailer has gone into administration with our unpaid stock on the shelves. Can we get it back?

If the terms retain title until payment and the goods can be identified as yours, you can claim them from the administrator, who will want to see the terms and evidence they were accepted. Retention of title without identifiability is an argument you will lose.

A customer claimed a shortage three weeks after delivery. Are we bound to credit it?

If the terms require shortages to be notified within a stated short period and bar later claims, no. A signed delivery note without a shortage noted supports the position.

Can we refuse returns of unsold stock?

You can. Trade customers have no cancellation right, and the terms can make returns of correctly supplied goods discretionary with a restocking charge. Faulty goods are different and are dealt with by replacement or credit.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a packaging supplier

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.