RULES, REGULATIONS AND TERMS
UPDATED AS OF JANUARY 1, 2023

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 "Buck Brothers" is a sister brand to Velvet Fawn and is owned by Velvet Fawn, LLC
1.4 Anything said forth in this contract holds true for Velvet Fawn and Lil Lagniappe.
1.5 “Velvet Fawn”, Lil Lagniappe artwork and "Buck Brothers" are filled and active trademarks (See Trademark, Copyright and Artwork Permission Section 14)

2. Hang Tag Policy
2.1 “Velvet Fawn”, “Lil Lagniappe by Velvet Fawn” and "Buck Brothers" 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”, “Lil Lagniappe” or "Buck Brothers" 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, Lil Lagniappe or Buck Brothers tag for barcode, inventory stickers/pricing with pen or marker. You can attach a 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 its authorized retailers.
3.2 The use of Velvet Fawn, Lil Lagniappe and Buck Brothers 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 cannot 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, Lil Lagniappe or Buck Brothers 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, Lil Lagniappe or Buck Brothers. We ask that you please respect these children as well as their guardians.
3.4 The use of Velvet Fawn, Lil Lagniappe or Buck Brothers graphics and advertisements posted to Velvet Fawn, Lil Lagniappe and/or Buck Brothers 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, Lil Lagniappe and/or Buck Brothers retailer approved merchandise.

4. Design Rights & Permissions (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 and/or www.buckbrothersclothingco.com .
4.3 Velvet Fawn, LLC has the right and permission to change fabric selections on stock fabrics (solids) if color(s) are sold out at the time of production. Velvet Fawn, LLC will use best judgement to best match the aesthetics and colors of samples shown.
4.4 Velvet Fawn, LLC will show samples in showroom to buyer(s). Said samples are true to production unless otherwise stated.
4.5 Velvet Fawn, LLC will show samples virtually via www.wholesale.vevetfawn.com to buyer(s). Said samples are true to production unless otherwise stated.

5. Social Media Etiquette
5.1 Velvet Fawn, LLC will update retailer locations on www.velvetfawn.com, www.lillagniappe.com and www.buckbrothersclothingco.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, Lil Lagniappe and/or Buck Brothers social media accounts and/or posts unless the user and/or customer @mentions a store personally inquiring about an item in your retail location or online store.

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. This is unfortunately out of our control, yet we strive to meet the estimated ETA.
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 http://velvetfawn.com. Merchandise cannot be sold as preorder.
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.

8. Shipping Expenses
8.1 The retailer is responsible for all merchandise shipping and handling expenses. Unless otherwise noted at the time of ordering.
8.1a "Delivery" expenses are based off of order weight and handling fees.
8.2 Orders of over $10,000 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). Failing to notify Velvet Fawn, LLC and/or your sales rep of a shipping error or damage claim will result in Velvet Fawn, LLC potentially not being able to reissue merchandise. 
8.4 Velvet Fawn LLC is not responsible for late/delayed packages by the shipping carrier.
8.5 Velvet Fawn, LLC does not under any circumstance drop ship orders on the behalf of retail partners.
8.6 Velvet Fawn, LLC does not cover shipping expenses under any circumstances for retail partners to get product to customers.
8.7 Shipping addresses must be accurate and updated via retailer in their account portal. Velvet Fawn, LLC is not responsible for updating information of any kind.
8.8 Velvet Fawn, LLC is not responsible for packages mark delivered to address on file but are deemed missing by shipping carrier.

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 (retailer) received a defected and/or damaged item, Velvet Fawn will replace it in the same size and style of the damaged item when reported within the 72 hour time frame.
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 cannot 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, Cyber Monday Sale and Shop Small Saturday.
12.2a http://velvetfawn.com will hold a "free shipping" and 15% off promotion during our "birthday" week in October. Retailers can participate in this promotion if they wish to do so.
12.3 Velvet Fawn will not hold a sale on www.velvetfawn.com within the first 90 days of retailers having new collections available (with the exception of Halloween and Thanksgiving pieces due to the timeline of collection release and Black Friday , Cyber Monday, Shop Small Saturday and Velvet Fawn Birthday Promo).
12.4 Retailers may not mark down more than 40% off the MSRP before 4 months with the exceptions of Halloween, Thanksgiving, Black Friday, Cyber Monday and Shop Small Saturday.
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, Cyber Monday and Shop Small Saturday.
12.5 Retailers may not keep merchandise marked down for more than 4 days at a time and no more than 40% off with the exception of Black Friday, Cyber Monday and Shop Small Saturday.
12.6 If stock allows Velvet Fawn will hold a warehouse sale at the end of the season.

13. Stock Preorder
13.1 Preorder items will be clearly marked and are intended to give you (retailer) the opportunity to get the latest collection and avoid sellouts. Stock preorders can be placed on http://wholesale.velvetfawn.co... . 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 must be paid electronically. 
13.5 Invoices must be paid for in full no less than 3 business day prior to the shipment leaving our warehouse. If the balance is not paid within this time frame the order is subject to cancellation and/or 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 3 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 prior to our online collection release results in the merchandise becoming property of Velvet Fawn, LLC

14. Backorder
14.1 If SKUs are backordered those who have ordered affected SKU(s) will be updated.
14.2 Velvet Fawn, LLC does not refund backordered SKU(s).
14.3 In the event the backordered SKU(s) does not get ship out within 60 days of the bulk order, said retailer can choose to receive a refund or wait for the product(s).

15. Trademark, Copyright and Artwork Permission
15.1 “Velvet Fawn” is a trademark owned by Velvet Fawn, LLC
15.2 “Lil Lagniappe” is a trademark owned by Velvet Fawn, LLC
15.3 "Buck Brothers" is a trademark owned by Velvet Fawn, LLC
15.4 All logo artwork for Velvet Fawn, Lil Lagniappe and Buck Brothers are owned trademarks by Velvet Fawn, LLC
15.5 Velvet Fawn has paid for commercial artwork rights on art that was not designed for Velvet Fawn, Lil Lagniappe and/or Buck Brothers' Collections solely.
15.6 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 and/or www.buckbrothersclothingco.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

16. Privacy
16.1 Velvet Fawn, LLC does not allow any camera use of any kind at any location where Velvet Fawn, Lil Lagniappe and/or Buck Brothers samples are being viewed.
16.1a Taking photos of samples will result in not being able to write/buy Velvet Fawn and/or Lil Lagniappe and/or Buck Brothers collections of any kind.
16.4b 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 without said permission by Velvet Fawn, LLC or rep, will result in a breach of contract (see Breach Of Contract Section 23.)
16.5 Velvet Fawn, LLC will not sell or give out retailer information. This information is held as confidential.

17. Online Exclusive Item(s)
17.1 Velvet Fawn, LLC reserves all rights to have online exclusive item(s) to www.velvetfawn.com and/or www.lillagniappe.com and/or www.buckbrothersclothingco.com
17.2 Online exclusive item(s) can be released for preorder and/or immediate ship at any time by Velvet Fawn, LLC.

18. Exclusive Contracts
18.1 Orders of $15,000 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)
18.1a Exclusive contracts are not offered on Lil' Lagniappe collections.
18.1b Exclusive contract are not offered on Buck Brothers collections.
18.1c In the event that this given store has more than one location, only one store would be zip code protected.
18.1d Territory exclusive will be within five miles (rural) or five blocks (urban).
18.1e If any existing account is not meeting the required minimum for exclusivity and a new account is opened within five miles/five 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.
18.2 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.
18.2a Velvet Fawn, LLC runs zip code reports based solely on the addresses given by retailers as "Shipping Addresses". 
18.2b Shipping addresses on file for shipping must be store front locations for those retailers classified as "brick and mortar".
18.2c Velvet Fawn, LLC does not ship to residential addresses under any condition.
18.3 Multi-vendor retailers will have no terms for exclusive contracts.
18.4 Retailers that hold exclusive accounts will have a separate contract on file.

19. Order Processing & Payment
19.1 An order will not be processed by Velvet Fawn, LLC for Velvet Fawn and/or Lil Lagniappe and/or Buck Brothers 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)
19.2 Orders that consist of ready to ship items must be paid for in full, within 24 hours or the order is cancelled.
19.3 Credit cards must be kept on file.
19.3a By keeping your credit card on file Velvet Fawn, LLC you (retailer) 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.
19.3b Velvet Fawn, LLC will have access to just the last 4 digits of the credit card on file. We will not be able to access any further information as a privacy setting to our retailers.
19.3c If your credit card is declined you will be notified by a Velvet Fawn team member.
19.4 Orders cannot be modified to decrease or increase in order once the deposit is placed on the order.
19.4a Orders must be received in full. No modifications can be made to order once deposit is made.
19.4b Wishing to modify your order results in loss of entire order and deposit.
19.4c Velvet Fawn, LLC does not refund deposits.
19.4d Velvet Fawn, LLC cannot fill an order for the deposit total solely. 
19.5 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. Any current open orders will be cancelled and deposits are nonrefundable.
19.6 Velvet Fawn does not allow net payment terms of any kind.
19.7 "When will you charge my card?"  
19.7a Deposits of 30% of order total will be charged automatically to the card on file at the date of order closing. We will notify via email one week prior to order closing and the day before. This date is set forth at time of. ordering and will be stated on the preorder section of our website.
19.7b Balances of 70% of order total will be charged automatically to the card on file 5 business days to the order leaving our warehouse.. We will notify via email one week prior the shipping date. Once your order is fulfilled you will be proved with tracking information.
19.8 Invoices must be paid for in full no less than 3 business day prior to the shipment leaving our warehouse. If the balance is not paid within this time frame the order is subject to cancellation and/or added shipping expenses will be added at the buyers expense.
19.8a In the event that the order is not paid for within 3 business days after notification as been made for declining of card the order will be cancelled and the deposit placed on the order is non refundable and non transferable. This product and order then is property of Velvet Fawn, LLC.

20. Unauthorized Retailers
20.1 If 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.
20.2 If the unauthorized seller is selling in private groups this also infringes upon brand integrity and will result in a cease and desist letter.

21. Retailer Account Access And Approval
21.1 Retailers must provide a physical brick and mortar address - storefront- (not a home address)
21.1a Velvet Fawn, LLC does not sell or open accounts with online only retailers & does not allow "only only" retailers.
21.1b If a retailer who has a commercial address closes and becomes an "online only" store, this account will be closed. (see section 21.1)
21.1c Velvet Fawn, LLC does not under any circumstances ship to any residential address for wholesale orders.
21.2 Retailers must provide a tax ID number and resell certificate.
21.3 Velvet Fawn, LLC does not sell to multivendor locations (booth rental).
21.3a Approved retailers must have a physical commercial (brick & mortar) store. Photos for said store may be asked for upon approval.
21.4 Velvet Fawn, LLC will not accept any account that produces and/or manufactures goods with their brand logo attached that we deem in direct competition to Velvet Fawn, LLC and our collective brands. 
21.5 Velvet Fawn, LLC reserves the right to deactivate any account at any time that does not have the following conditions above.
21.6 Velvet Fawn, LLC strives to be in baby and child boutiques first and foremost. Velvet Fawn, LLC can close or not approve any store that does not fit our brand.
21.6a Any retail location that is not solely marketed as a baby/children retailer is left up to the sole digression of Velvet Fawn, LLC for authorized retailer approval.
21.7 Retailers are responsible for notifying ANY changes to their business location(s). (see section 18).
21.7a Failure to notify of storefront changes can result in account closure.

22. Order Minimums
22.1 Retailers must order at their order minimum per season.
22.2 Retailers of brick and mortar locations must meet a season minimum of $500 before freight.

23. Brand Integrity
23.1 Velvet Fawn, LLC, Lil' Lagniappe and Buck Brothers does not allow authorized retailers to post sneak peeks of any kind to any social media platform until set date or otherwise said by Velvet Fawn, LLC or sales representative.
23.2 Velvet Fawn, LLC, Lil Lagniappe and Buck Brothers 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, Lil Lagniappe and Buck Brothers collections. 

24.Breach Of Contract
24.1 Failing to abide by this contract can result in not being able to buy and sell Velvet Fawn, Lil Lagniappe and/or Buck Brothers in your retail location.
24.2 Breach of this contract can and will result in legal action.

25. Evaluation
25.1 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.