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RULES, REGULATIONS AND TERMS
UPDATED AS OF JANUARY 8, 2021

1. Brand(s)
1.1 “Velvet Fawn” is owned by Velvet Fawn, LLC
1.2 “Lil Lagniappe” is a sister brand to Velvet Fawn and is owned by Velvet Fawn, LLC
1.3 Anything said forth in this contract holds true for Velvet Fawn and Lil Lagniappe.
1.4 “Velvet Fawn” and “Lil Lagniappe” are filled and active trademarks (See Trademark, Copyright and Artwork Permission Section 14)

2. Hang Tag Policy
2.1 “Velvet Fawn” and/or “Lil Lagniappe by Velvet Fawn” hang tag must remain on the garment until your customer has purchased the merchandise from your retail location or online store.
2.2 If the item is sleepwear (jammies), the yellow hang tag must remain on the garment until the garment is purchased and in the procession of your customer. This is in compliance with Consumer Protection Safety Act & Fire Safety Garment Regulations.
2.3 All leather brand tags must remain on the garment, until the garment is purchased from your retail location or online store, by your customer.
2.4 All ribbon “Velvet Fawn” and/or “Lil Lagniappe” tags sewn inside of garments must remain on the garments, until the garment is purchased from your retail location or online store.
2.5 Retailer is not to cover up any information on hang tags of any kind with stickers/markings while the garment is for sale on your floor or when shipped to customer. Please use the blank spot provided on the back of the Velvet Fawn and/or Lil Lagniappe tag for barcode, inventory stickers/pricing with pen or marker. You can attach an store tag of your own in addition to our brand tags.
2.6 All manufacturer care tags must remain inside the garment until it is in procession by your paying customer.

3. Marketing Material
3.1 Velvet Fawn, LLC will provide photos to retailers with the return of a signed Rules, Regulations and Terms contract. Retailers are allowed to use the photos that we provide to them via our Dropbox. You will not be given access to this Dropbox without a signed Rules, Regulation and Terms contract. The guardians of these children have signed consent forms with Velvet Fawn, LLC to release the use of the images to Velvet Fawn and it’s authorized retailers.
3.2 The use of Velvet Fawn and or Lil Lagniappe lay flats will also be available via our Dropbox. If you so choose to use one or more of these lay flats provided by Velvet Fawn, LLC you can not make modifications to the photo in any way. (Example: the blurring for whiting out of brand logo visible on hang tag).
3.3 Any other photos not provided by Velvet Fawn, LLC to retailers via the Dropbox link that are posted or reposted to Velvet Fawn and/or Lil Lagniappe social media accounts/website are for the sole use of Velvet Fawn, LLC. Please do not screen shot and re post other photos from our social media accounts as these children do not have legal consent from their guardians to be visible on any account other than Velvet Fawn and or Lil Lagniappe. We ask that you please respect these children as well as their guardians.
3.4 The use of Velvet Fawn and/or Lil Lagniappe graphics and advertisements posted to Velvet Fawn and/or Lil Lagniappe social media account(s) is not for the use of the retailer, unless this said post can be downloaded via our Dropbox link that you are provided access to.
3.5 Velvet Fawn retailers are allowed to take their own merchandise photos of any kind with Velvet Fawn and or Lil Lagniappe retailer approved merchandise.

4. Design Rights (See more Trademarks, Copyright and Artwork Permission Section 14)
4.1 Velvet Fawn, LLC owns all design rights to the garments and prints produced. Unless a garment has a signed exclusive contract, garments can be sold to any retail location that meets the requirements for buying.
4.2 Velvet Fawn, LLC owns the design rights to all garments and prints produced. Unless a garment has a signed exclusive contract, the item can and/or will be for sale via www.velvetfawn.com and/or www.lillagniappe.com .

5. Social Media Etiquette
5.1 Velvet Fawn, LLC will update retailer locations on www.velvetfawn.com and www.lillagniappe.com at the start of each new season 5 days prior to the release (see section 7 ETA and Store Release). This list can also be accessed at any time via our website for consumers to find a retail location near them or a location to call.
5.1a In order for your retail location to be on our location finder you must have this signed document on file AND a deposit of no less than 30% on your order for the current
writing season.
5.2 Retailers are not allowed to reply or @mention users under Velvet Fawn and/or Lil Lagniappe social media accounts and/o posts unless the user and/or customer @mentions a store personally inquiring about an item in your retail location or online store.

6. Direct Customer Preorders
6.1 Velvet Fawn allows preorders on certain said SKUs in a collection for a season. These items will be stated to the retailer by Velvet Fawn, LLC or your sales rep to the retail owner.
6.2 You must first place a stock order with Velvet Fawn and/or Lil Lagniappe in order to take part in a preorder of any kind put forth by Velvet Fawn, LLC
6.3 Preorders will be given a start date and time as well as a closing date and time.
6.3a Authorized retailers must agree to terms and conditions prior to the start date of the said preorder.
6.3b Authorized retailers may not post sneak peek images of any kind to any form of social media, website, text message, email or selling platform without the consent of Velvet
Fawn, LLC.

6.4 Preorders can not start prior to the start date and time and must close by the deadline given.
6.5 Preorders must use only the images provided by Velvet Fawn, LLC for the use of social media and website pre ordering for your customer to view.
6.6 Preorders must be paid for in full at the time of closing. If the preorder is not paid for in full within 72hours of closing the order will be cancelled and void.
6.7 If you have placed an order with Velvet Fawn, LLC and begin to sell product to consumer before the product is in your retail location, full payment is due on your order at the time of the product being for sale on your selling platforms (social media and/or website).
6.8 If you fail to pay a deposit on your order that contains items your preordered your order will not be fulfilled.
6.9 If you preorder items that are not allowed for retailer to sell/preorder your order will not be processed and will be void.
6.10 If you do not abide to section 6.3 your order will be void and you will no longer be an authorized Velvet Fawn and/or Lil Lagniappe retailer.
6.11 Velvet Fawn, LLC will hold a preorder for the same pieces in the given preorder during the same dates as retailers via http://velvetfawn.com and www://lillagniappe.com 

7. ETA and Store Release
7.1 ETAs of pieces are stated at the time of ordering.
7.2 If there is a change in the ETA you will be notified by your sales rep and/or Velvet Fawn, LLC.
7.3 If merchandise is to ship prior to ETA retailers will be notified and they can accept the product early if order is paid in full (see Payment Section 13)
7.4 Due to the COVID-19 outbreak our ETAs are subject to change to due longer freight and custom times.
7.5 Starting with Fall/Winter 2021 collections and beyond brick and mortar stores are allowed to release collections on set date by Velvet Fawn, LLC prior to online only retailers and http://.velvetfawn.com
7.5a Starting with Fall/Winter 2021 collections and beyond brick and mortar stores that have e-commerce sites and/or social media selling platforms may only accept/sell the collections at the set date in the brick and mortar only. They may begin online selling and social media selling at the same date and time as http://velvetfawn.com and online only retailers.
7.5b Starting with Fall/Winter 2021 collections and beyond online only retailers are allowed to release collections on the same day and time as http://velvetfawn.com 

8. Shipping Expenses
8.1 The retailer is responsible for all merchandise shipping and handling expenses. Unless otherwise noted at the time of ordering.
8.2 Orders of over $4,000 will receive free freight.
8.3 The retailer must notify Velvet Fawn, LLC or your sales rep of any claimed shipping error within 72 hours of the merchandise delivery (see Damages and Returns Section 9).

9. Damages and Returns
9.1 The retailer must notify Velvet Fawn or your sales rep of any damaged good within 72 hours of the merchandise delivery.
9.2 In the event you received a defected and/or damaged item, Velvet Fawn will replace it in the same size and style of the damaged item.
9.3 In the event we can not replace a damaged item you will receive a refund in the original form of payment for the damaged item.
9.4 Velvet Fawn, LLC does not accept returns or exchanges for merchandise sold in your store to consumers.
9.5 Velvet Fawn, LLC does not refund wholesale orders. All sales are final.
9.6 Velvet Fawn, LLC does not buy back any merchandise from retail locations at the end of a season.

10. MSRP
10.1 Merchandise prices are set forth at the start of the ordering season.
10.2 Retailers can not sell below our set forth MSRP but are allowed to sell above, if they so wish.
10.3 This includes, but is not limited to brand rep codes provided by retailers, sale codes, flash sales, etc.

11. Purchase Orders
11.1 Buyers must submit an order via our ordering platform and/or via our sales representation.
11.2 Purchase orders must be received on or before the deadline for the collection writing.
11.3 In the event a purchase order/deposit/signed contract is not in by the ordering deadline the order will not be taken, cancelled or void.
(SEE MORE ON SECTION 13)

12. Markdowns
12.1 Retailers and Velvet Fawn, LLC are allowed to put items on sale after having them on the floor and/or online store for no less than 90 days with the exception of Halloween and Thanksgiving pieces due to the timeline of collection release.
12.2 http://velvetfawn.com will hold a Black Friday and Cyber Monday Sale.
12.3 Velvet Fawn will not hold a sale on www.velvetfawn.com within the first 3 months of retailers having new collections available (with the exception of Halloween and Thanksgiving pieces due to the timeline of collection release and Black Friday and Cyber Monday).
12.4 Retailers may not mark down more than 40% off the MSRP before 4 months with the exceptions of Halloween, Thanksgiving, Black Friday and Cyber Monday.
12.4a Velvet Fawn will not mark down more than 40% off the MSRP before 4 months with the exception of Halloween, Thanksgiving, Black Friday and Cyber Monday.

13. Stock Preorder
13.1 Preorder items will be clearly marked and are intended to give you a chance to get the latest collection and avoid sellouts. Stock preorders can be placed on http://wholesale.velvetfawn.co... of no less than 30% of your total order (before shipping) is due at the time of ordering and/or the day of the collection closing for ordering at the said date and time put forth by Velvet Fawn, LLC. Deposits are nonrefundable AND nontransferable in any way.
13.3 Buyers will be invoiced for the order placed by the buyer to your sales rep or by the buyer to Velvet Fawn, LLC via a payment link.
13.4 Deposit invoices will be sent via email to the email provided at the time of ordering by payment link and can be paid electronically or by check.
13.5 Invoices must be paid for in full no less than 1 business day prior to the shipment leaving our warehouse (if payment by check, order balance check must arrive to our office no later than 4 business days prior to the shipment leaving our warehouse). If the balance is not paid within this time frame, added shipping expenses will be added at the buyers expense if the order is to ship after our UPS pick up occurs for all wholesale accounts.
13.5a In the event that the order is not paid for within 7 business days after the order will be cancelled and the deposit placed on the order is non refundable and non transferable.
13.6 Failing to pay the balance on your order results in the merchandise becoming property of Velvet Fawn, LLC

14. Trademark, Copyright and Artwork Permission
14.1 “Velvet Fawn” is a trademark owned by Velvet Fawn, LLC
14.2 “Lil Lagniappe” is a trademark owned by Velvet Fawn, LLC
14.3 All logo artwork for Velvet Fawn and Lil Lagniappe are owned trademarks by Velvet Fawn, LLC
14.4 Velvet Fawn has paid for commercial artwork rights on art that was not designed for Velvet Fawn and/or Lil Lagniappe Collections solely.
14.5 Velvet Fawn, LLC hires free lance artist(s) to paint and illustrate some but not all prints for various collection(s) and use by www.velvetfawn.com and/or www.lillagniappe.com. The artwork paid for by Velvet Fawn, LLC supplied by these artist(s) are property of Velvet Fawn, LLC and can not be reproduced, reposted or used in anyway without the written permission of Velvet Fawn, LLC

15. Showroom To You
15.1 Velvet Fawn, LLC sends samples of our collection(s) for retail ordering to authorized retailers
15.2 The said samples in section 15.1 are subject to be altered in any way prior to manufacturing at Velvet Fawn, LLC’s discretion (this may include, but is not limited to: color changes, artwork changes, cut of garment changes, fabric changes, etc.)
15.2 If an alteration is made to a SKU that a retailer has ordered they will be notified prior to manufacturing by their sales rep.
15.3 Velvet Fawn, LLC reserves the right to not produce any item(s) that was shown in showroom or part of a collection for any reason. If this is to occur, you (retailer) will not be able to view it on your order at the time of paying your deposit.
15.4 Velvet Fawn, LLC does not allow any camera use of any kind at any location where Velvet Fawn and/or Lil Lagniappe samples are being viewed.
15.4a Taking photos of samples will result in not being able to write/buy Velvet Fawn and/or Lil Lagniappe collections of any kind.
15.4b Taking photos and posting them to, but not limiting to, social media accounts, emails, text messages, ads of any kind, VIP and or private Facebook groups and/or
Instagram accounts, etc. will result in a breach of contract (see Breach Of Contract Section 21.)

16. Online Exclusive Item(s)
16.1 Velvet Fawn, LLC reserves all rights to have online exclusive item(s) to www.velvetfawn.com and/or www.lillagniappe.com
16.2 If a retail location sells online exclusive item(s) to customers, as a preorder these items in your order will be cancelled and not be fulfilled.
16.3 Online exclusive item(s) can be released for preorder and/or immediate ship at any time by Velvet Fawn, LLC.

17. Exclusive Contracts
17.1 Orders of $7,000 or more are eligible for radius protection for brick and mortar locations only who maintain this required dollar amount for stock orders two times a year (Fall/Winter and Spring/Summer)
17.1a Exclusive contracts is not offered on our Lil' Lagniappe collections.
17.1b In the event that this given store has more than one location, only one store would be zip code protected.
17.1c Territory exclusive will be within two miles (rural) or two blocks (urban).
17.1d If any existing account is not meeting the required minimum for Exclusivity and a new account is opened within two miles/two blocks, we cannot, at that point, grant complete Exclusivity to the existing account regardless of whether they choose to meet our minimums. Exclusivity begins from the time the requirements are met, and stores that ordered Velvet Fawn before such time will be allowed to continue to carry the brand. New stores or store locations, however, would not be able to carry Velvet Fawn.
17.2 We encourage all existing accounts to contact us prior to moving or adding new locations so that we may confirm there will be no territory conflict.
17.2 Online only stores will have no terms for exclusive contracts.

18. Order Processing & Payment
18.1 An order will not be processed by Velvet Fawn, LLC for Velvet Fawn and/or Lil Lagniappe Collection(s) without agreeing to Velvet Fawn, LLC Terms and Conditions AND a deposit of no less than 30% that is non refundable, non transferable deposit on preorder collections. (See section 13 Stock Preorder)
18.2 Orders that consist of ready to ship items must be paid for in full, within 36 hours or the order is cancelled.
18.3 Credit cards may be kept on file. By allowing Velvet Fawn, LLC permission to keep your credit card on file you are agreeing to allow us to run the credit card at the time the deposit is due, in addition to the time that the order is due at shipping.
18.3a If your credit card is declined you will be notified by a Velvet Fawn team member.
18.4 Placing an order and not accepting the order at the time of shipment will result in not being able to be a Velvet Fawn retailer.
18.5 Velvet Fawn does not allow net payment terms of any kind.

19. Unauthorized Retailers
19.1If Velvet Fawn products are being sold by an unapproved retailer, you are infringing upon the integrity of our brand. This will not be tolerated in any way. The products must be immediately removed from your location upon notice. The account will be blocked from purchasing from our e-commerce sites.
19.2 If the unauthorized seller is selling in private groups this also infringes upon brand integrity and will result in a cease and desist letter.

20. Retailer Account Access And Approval
20.1 Retailers must provide a physical brick and mortar address (not a home address) and/or a e-commerce domain website (not a Facebook or Instagram account solely to selling).
20.2 Retailers must provide a tax ID number and resell certificate.
20.3 Priority will be given to brick and mortar locations for approval before online only applicants (effective date of 1/9/2021).
20.4 Multivendor locations: a team member will reach out to you to gain more information (photos and another questionnaire filled out). Stand alone brick and mortar locations have priority over multivendor retailers.
20.5 Velvet Fawn, LLC reserves the right to deactivate any account at any time that does not have the following conditions above.

21. Order Minimums
21.1 Retailers must order at their order minimum per season.
21.2 Retailers of brick and mortar locations must meet a season minimum of $500 before freight.
21.2 Online only approved retailers must meet an order minimum of each season of $1,000 before freight.
21.2a. Online only approved retailers that were approved retailers prior to 11/1/2020 must meet their grandfathered order minimum at time of their approval per season before freight.

22. Brand Integrity
22.1 Velvet Fawn, LLC and Lil' Lagniappe does not allow authorized retailers to post sneak peeks of any kind to any social media platform until set date.
22.2 Velvet Fawn, LLC and Lil Lagniappe does not allow the sell of goods from retailer to retailer, this will result in a breech of contract and will result in both retailers no longer being able to buy Velvet Fawn and Lil Lagniappe collections. (see section 19). 

23.Breach Of Contract
23.1 Failing to abide by this contract can result in not being able to buy and sell Velvet Fawn in your retail location.
23.2 Breach of this contract can and will result in legal action

24. Evaluation
24.1 Velvet Fawn, LLC reserves the right to edit this contract in any way. In the event, an email will be sent with the addendum(s) for your review.