Wholesale Terms for Shopify Collective Retailers

These terms apply only to retailers participating in Shopify Collective. They are not addressed to consumers, confer no rights on any consumer, and do not describe or limit any retailer's own consumer policies. If you purchased from lilyandtaylor.store, your purchase is governed solely by our Refund Policy and our Shipping Policy.

Under Shopify Collective the retailer lists Lily & Taylor product on its own storefront, the retailer's customer places the order, and Lily & Taylor ships the garment directly to that customer.

Version 2, 14 October 2026. Sections marked "Pending" below are not yet settled and are identified as such deliberately. This document has not been reviewed by counsel and several clauses a complete wholesale agreement would carry are not yet present, including governing law, warranty disclaimer, limitation of liability, indemnification, insurance, tax and resale certificate provisions, and French-language provisions for Quebec. Those are in preparation.

1. Pricing

Lily & Taylor publishes a suggested retail price for each style on its current price sheet. The suggested retail price is a suggestion only. The retailer alone determines the prices at which it advertises, displays, offers and sells Lily & Taylor product, and the promotions, including shipping promotions, that it applies.

Nothing in these terms is, or shall be construed as, an agreement, understanding or assurance between Lily & Taylor and the retailer concerning the retailer's advertised or selling prices, and Lily & Taylor does not request and will not accept any such assurance.

The wholesale price payable to Lily & Taylor is 75% of the suggested retail price on the price sheet in effect on the date the order is placed. Lily & Taylor's shipping charge is billed to the retailer on every order. Whether and how the retailer recovers that charge from its own customer is the retailer's decision.

2. Shipping

Shipping is priced on two things only: the service selected, and how many items are in the order. Weight is not used.

Pending: these nine rates are being confirmed against per-label cost and are not committed until Lily & Taylor confirms them in writing to connected retailers.

2.1 Shipments outside the United States

Pending: Lily & Taylor is confirming the destinations it will serve and whether shipments outside the United States are sent duty paid or duty unpaid. Until that is confirmed in writing, a retailer should not rely on any destination outside the United States being in scope.

Once confirmed, the following applies. If shipments are sent duty unpaid, the retailer's customer is the importer of record and is responsible for all duties, taxes and carrier brokerage fees assessed on import, and the retailer shall disclose this conspicuously before purchase as required by applicable law in the destination jurisdiction. If shipments are sent duty paid, the Lily & Taylor rate includes duties, taxes and brokerage and no further amount is payable on delivery. All amounts payable to Lily & Taylor are in United States dollars, and the retailer bears any currency conversion cost or variance.

2.2 Inability to ship

If Lily & Taylor cannot ship an order within two business days of receipt for any reason, it will notify the retailer within one business day so the retailer can meet its own shipping-time obligations to its customer. Lily & Taylor may cancel any order to a destination it does not serve and will notify the retailer within one business day so the retailer can refund its customer.

3. Returns

This section governs the Collective relationship only. The window and the fee below are what Lily & Taylor owes a retailer on goods returned to our warehouse.

3.1 The window

Lily & Taylor accepts returns from the retailer within 7 days of delivery to the retailer's customer. Goods must be unworn with tags attached. Requests made after the seventh day are not accepted.

3.2 The restocking fee

A 10% restocking fee is deducted from the credit to the retailer, calculated on the wholesale price. The retailer pays return freight. Lily & Taylor credits the balance to the retailer's account.

3.3 The retailer's own consumer return policy

The restocking fee is a wholesale term between Lily & Taylor and the retailer and is deducted from the credit due to the retailer. Lily & Taylor does not control, and makes no representation about, the return terms a retailer offers its own customers.

The retailer is solely responsible for setting its consumer-facing return policy, for ensuring that policy, including any fee the retailer elects to charge, is conspicuously disclosed, and for ensuring it complies with the consumer protection law of every jurisdiction in which the retailer sells. The retailer shall not describe its consumer return terms as Lily & Taylor's terms.

3.4 Millinery and accessories

Hat, headwear and accessory product is not returnable to Lily & Taylor for fit, preference or change of mind, because it cannot be resold after shipment. Section 3.5 applies to millinery in full.

If the retailer chooses to offer no change-of-mind returns on millinery, its product pages must make clear that the item is final sale except where it arrives damaged, defective or not as ordered, and the retailer's statement must comply with the consumer law of each jurisdiction it sells into.

3.5 Damage, defect and mis-shipment

Risk of loss and damage in transit remains with Lily & Taylor until delivery to the customer's address.

If a product is delivered damaged, is defective in materials or workmanship, or is not the product ordered, the retailer shall notify Lily & Taylor within 10 days after delivery to the customer and, within 5 business days after that notice, supply the photographs of the product and carton that the retailer obtains from its customer, or a written explanation of why photographs are unavailable. Lily & Taylor will, at its option, ship a replacement or credit the full wholesale price and shipping charge, with no restocking fee, and will bear return freight if it requires the product back.

This section does not apply to fit, sizing, colour preference or change of mind, which are governed by sections 3.1 and 3.2.

4. Labelling, content and origin

Lily & Taylor warrants that every product shipped under these terms will be labelled in compliance with the Textile Fiber Products Identification Act, the Wool Products Labeling Act, the Fur Products Labeling Act, the Care Labeling Rule, and the Federal Trade Commission rules under each.

Lily & Taylor gives the retailer a continuing guaranty under 15 U.S.C. sections 70h, 68g and 69h that the products are not misbranded or falsely invoiced under those Acts.

For each style made available through Collective, Lily & Taylor will supply the retailer with the generic fibre content by percentage, the country of origin, and Lily & Taylor's RN number. The retailer shall state on each product page whether the product is "Made in USA" or "Imported" as required by Federal Trade Commission rules, shall reproduce fibre content exactly as supplied, and shall not remove, obscure or alter any label.

4.1 Fur

No product containing real animal fur is offered through Shopify Collective.

5. Consumer warranty

Lily & Taylor does not include any written warranty with products shipped under these terms. If Lily & Taylor elects to offer a written consumer warranty, it will provide the retailer the full warranty text at least 30 days before shipping any product carrying it, and the retailer shall make that text available on the relevant product pages as required by Federal Trade Commission rules.

6. Brand assets

Lily & Taylor grants the retailer a non-exclusive, non-transferable, revocable, royalty-free licence, for the term of these terms only, to use the Lily & Taylor name, trademarks, product photographs, videos and product copy that Lily & Taylor supplies through Collective or otherwise in writing ("Brand Assets"), solely to advertise and sell Lily & Taylor product to consumers from the retailer's own storefront and its own advertising channels.

The retailer shall not alter Brand Assets except for proportional resizing; shall not use Brand Assets on third-party marketplaces or for resale to other resellers; shall not register or use any domain name or social media handle consisting of or confusingly similar to "Lily & Taylor"; and shall not state or imply that it is Lily & Taylor or an exclusive or authorised distributor. The retailer shall comply with any reasonable brand guidelines Lily & Taylor provides. Lily & Taylor may review the retailer's use and require correction of any use that does not meet these standards. All goodwill from the retailer's use inures to Lily & Taylor. On termination the retailer shall remove all Brand Assets within 5 business days.

7. Customer data

Personal information of the retailer's customers that Lily & Taylor receives in order to fulfil an order ("Customer Data") is disclosed to Lily & Taylor solely for the business purpose of fulfilling, shipping and handling returns of that order. Lily & Taylor acts as the retailer's service provider with respect to Customer Data and shall:

1. not sell or share Customer Data;
2. not retain, use or disclose Customer Data for any purpose, including marketing, other than fulfilling the order and complying with law;
3. not combine Customer Data with personal information from other sources except as permitted for service providers under applicable law;
4. comply with applicable privacy law and notify the retailer if it can no longer do so;
5. maintain reasonable security safeguards and notify the retailer without undue delay of any breach affecting Customer Data;
6. assist the retailer in responding to consumer rights requests;
7. permit the retailer to take reasonable steps to confirm compliance; and
8. delete Customer Data within 90 days after the return window for the relevant order closes, except as required by law.

Lily & Taylor shall not send commercial electronic messages to the retailer's customers using Customer Data.

8. Term and termination

These terms continue until terminated. Either party may terminate for convenience on 30 days' written notice, or immediately on written notice if the other party materially breaches these terms and fails to cure within 10 days of notice, becomes insolvent, or ceases to operate on Shopify Collective. Lily & Taylor may also suspend acceptance of new orders immediately where it reasonably believes the retailer's conduct exposes Lily & Taylor to legal liability.

On termination: orders accepted before the termination date will be fulfilled or cancelled at Lily & Taylor's option with notice to the retailer; section 3 continues to apply to products delivered before termination for the periods stated; the retailer shall delist all Lily & Taylor product and cease use of Brand Assets within 5 business days; and sections 4, 6, 7, 9 and 10 and any accrued payment obligations survive.

9. Force majeure

Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including carrier failure or suspension, port or customs disruption, labour action, fire, flood, epidemic, government order, or failure of the Shopify platform, provided it notifies the other party promptly and resumes performance as soon as practicable. If the event continues for more than 30 days either party may cancel affected orders without liability.

10. General

10.1 Confidentiality

Price sheets, wholesale pricing, sales data and non-public product information exchanged under these terms are confidential and may be used only to perform these terms.

10.2 Assignment

The retailer may not assign or transfer these terms or any order without Lily & Taylor's prior written consent. Lily & Taylor may assign to an affiliate or a successor to its business on notice.

10.3 Notices

Notices must be in writing and sent by email to the address each party designates in its Collective profile, with a copy for notices to Lily & Taylor to morris@lilyandtaylor.com and to Lily & Taylor, 247 West 37th Street, New York, NY 10018. Email notice is effective on the next business day after sending.

10.4 Entire agreement, precedence, severability and amendment

These terms, together with the current price sheet, are the entire agreement between Lily & Taylor and the retailer concerning Collective and supersede all prior discussions and documents. If these terms conflict with Shopify's Collective terms, Shopify's terms govern the parties' relationship with Shopify and these terms govern the relationship between Lily & Taylor and the retailer.

If any provision is held unenforceable, it shall be severed and the remainder shall continue in effect. Without limiting the foregoing, no term of these terms is conditioned on any provision relating to pricing.

These terms may be amended by Lily & Taylor on not less than 30 days' written notice to the retailer's Collective contact email. Amendments apply only to orders placed after the notice period expires. Orders in flight on the effective date of any amendment are governed by the version in effect when the order was placed. No course of dealing or retailer purchase-order term modifies these terms.

10.5 Acceptance

The retailer accepts these terms by connecting to Lily & Taylor on Shopify Collective and on each order it places.

Contact

Lily & Taylor, 247 West 37th Street, New York, NY 10018. Telephone 212-564-5459. Email morris@lilyandtaylor.com.