Wholesale Terms & Conditions

Effective Date: April 9, 2026 | Last Updated: April 10, 2026

1. Overview

These Wholesale Terms & Conditions (“Terms”) govern all wholesale purchasing relationships with Lucky Panda Kids (“Company,” “we,” “us,” or “our”), including purchases made through our direct wholesale program, Shopify Collective, and Faire.

These Terms apply in full to all Retailers, regardless of purchasing channel, unless explicitly stated otherwise.

By placing a wholesale order, accessing wholesale pricing, or reselling Lucky Panda Kids products, the buyer (“Retailer,” “you,” or “your”) acknowledges and agrees to be bound by these Terms in their entirety.

2. At-a-Glance Summary (For Convenience Only)

• 50% wholesale discount off MSRP
• $100 minimum order
• $10 flat rate shipping / Free shipping over $250
• No marketplace resale (Amazon, Etsy, eBay, etc.)
• No product alterations or customization
• MAP (Minimum Advertised Price) enforcement
• Shopify Collective dropshipping permitted
• All sales final

This summary is provided for convenience only. The full Terms below govern all wholesale relationships and are legally binding.

3. Eligibility & Account Approval

• Wholesale accounts are approved at Lucky Panda Kids’ sole discretion.
• Approval does not guarantee continued access; accounts may be suspended or terminated at any time.
• Retailers must operate a legitimate brick-and-mortar store or approved online boutique.
• Resellers, liquidators, and third-party marketplace sellers are not eligible.

4. Wholesale Pricing & Ordering

• Discount: 50% off retail (MSRP), visible when logged into an approved account
• Minimum Order: $100 per order
• Shipping: $10 flat rate; free on orders over $250
• Fulfillment: Typically ships same or next business day from San Diego, California

Prices are subject to change without notice. Orders are invoiced at the price in effect at the time of purchase.

5. Authorized Sales Channels

Wholesale purchases are authorized exclusively for resale through:

• Your own physical retail store
• Your own approved online boutique or website

The following sales channels and activities are strictly prohibited:

• Marketplace Resale: Amazon, Etsy, eBay, TikTok Shop, Whatnot, Poshmark, Mercari, Facebook Marketplace, and any similar third-party marketplace, auction platform, or resale app
• Wholesale Redistribution: Selling to other retailers or listing products on wholesale marketplaces, including but not limited to Faire, Tundra, Bulletin, or similar platforms
• Unauthorized Dropshipping: Any dropshipping activity not expressly approved
• Third-Party Digital Sales Channels: Subscription boxes, flash sale sites, deal sites, or group-buying platforms without written consent

Approved Exception: Dropshipping conducted through Shopify Collective is permitted as an authorized sales channel. All other dropshipping arrangements require prior written approval.

Violation of this section may result in immediate account termination and enforcement action.

6. Pricing Integrity (MAP Policy)

Lucky Panda Kids maintains a Minimum Advertised Price (MAP) policy.

• Retailers may not advertise products below MSRP (our standard retail price) in any public-facing channel.
• Retailers are encouraged to sell at or above MSRP to protect brand integrity across all channels.
• Temporary in-store promotions are permitted, provided they are not publicly advertised online.

Failure to comply may result in suspension or termination of wholesale privileges.

7. Brand Protection & Intellectual Property

All Lucky Panda Kids products, designs, branding, and content are protected intellectual property.

Retailers agree:

• Not to copy, reproduce, or reverse-engineer products or designs
• Not to relabel, rebrand, or remove original tags or packaging
• Not to misrepresent product materials, origin, or specifications

Photo & Content Usage:

• Paid advertising using Lucky Panda Kids images requires prior written approval
• Retail websites must list Lucky Panda Kids as the brand/vendor
• Social media posts must tag @luckypandakids

Unauthorized use may result in account termination.

7b. Prohibited Advertising & Customer Solicitation

Retailers agree to the following restrictions regarding advertising and customer engagement:

Prohibited Advertising Practices

• Retailers may not bid on, purchase, or otherwise use “Lucky Panda Kids” or any variation, misspelling, or confusingly similar version of our brand name, product names, or trademarks as keywords in any paid advertising platform, including but not limited to Google Ads, Meta Ads, TikTok Ads, or similar services.
• Retailers may not use Lucky Panda Kids’ brand name, trademarks, or product names in paid search ads, sponsored listings, or digital advertisements in a manner that competes with or diverts traffic from Lucky Panda Kids.
• Retailers may not create or use advertisements, domains, social handles, or landing pages that imitate, resemble, or could reasonably be confused with Lucky Panda Kids branding.

Prohibited Customer Solicitation

• Retailers may not directly contact, message, email, or otherwise solicit customers of Lucky Panda Kids for the purpose of promoting their own store, products, or brand.
• Retailers may not target or solicit Lucky Panda Kids customers or followers through direct outreach on social media platforms, including but not limited to direct messages, comments, or invitations to follow their accounts.
• Retailers may not use customer data obtained directly or indirectly through Lucky Panda Kids, Shopify Collective, Faire, or any related transaction to market or promote their own business.

Prohibited Diversion of Traffic

• Any attempt to divert, redirect, or capture traffic intended for Lucky Panda Kids — including through paid advertising, SEO manipulation, impersonation, or misleading marketing practices — is strictly prohibited.

Enforcement

Any violation of this section may result in immediate suspension or termination of wholesale privileges and may subject the Retailer to further legal action.

8. No Product Alteration Policy

All products must be sold in their original, unaltered condition.

The following are strictly prohibited:

• Embroidery, stitching, or thread additions
• Patches, printing, or heat transfers
• Dyeing, bleaching, or fabric treatments
• Cutting, hemming, or structural modifications
• Adding hardware or modifying product components

Liability for Alterations:

This policy applies retroactively to all inventory purchased prior to April 9, 2026. To the fullest extent permitted by law, this policy applies to all inventory held by Retailers, regardless of purchase date.

Any Retailer or third party who alters products assumes full responsibility and liability for any resulting claims, damages, injuries, regulatory violations, or consumer issues.

Lucky Panda Kids expressly disclaims all liability for any altered or modified products.

9. Channel-Specific Terms

These Terms apply to all purchasing channels, including:

Direct Wholesale

• Orders placed directly are governed fully by these Terms
• Retail promotions and discount codes do not apply
• Wholesale pricing requires login to an approved account

Shopify Collective

• Retailers agree to these Terms in addition to Shopify Collective’s Terms of Service
• Shopify Collective is an approved dropshipping channel
• Lucky Panda Kids remains the supplier of record
• All brand, pricing, and resale restrictions apply

Faire

• Retailers purchasing through Faire agree to these Terms in addition to Faire’s platform terms
• Placement of an order on Faire constitutes acceptance of these Terms
• All MAP, channel, and resale restrictions apply regardless of platform

10. Returns, Exchanges & Defects

• All wholesale sales are final
• Defective or damaged items must be reported within 7 days of delivery with photo documentation
• Approved claims will be resolved via replacement or store credit at our discretion

Lucky Panda Kids is not responsible for damage caused by improper handling, storage, or use.

11. Products Sold “As-Is” (No Warranty)

All products are sold “as-is” without warranties of any kind, express or implied, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement

Retailer acknowledges that it has not relied on any representations not expressly stated in these Terms.

12. Limitation of Liability

To the maximum extent permitted by law:

• Total liability shall not exceed the amount paid for the specific order giving rise to the claim
• Lucky Panda Kids shall not be liable for indirect, incidental, or consequential damages, including lost profits, revenue loss, or business interruption

Lucky Panda Kids is not responsible for delays or failures caused by events beyond its control, including but not limited to supply chain disruptions, carrier delays, labor shortages, government actions, natural disasters, or force majeure events.

13. Indemnification

Retailer agrees to indemnify, defend, and hold harmless Lucky Panda Kids and its owners, employees, and agents from any claims arising out of:

• Retailer’s resale, marketing, or distribution of products
• Product liability claims involving Retailer’s customers
• Violations of these Terms or applicable laws
• Misrepresentation of products
• Failure to meet regulatory or safety requirements
• Any product alterations

Lucky Panda Kids reserves the right to control the defense and settlement of any such claim.

14. Compliance & Regulatory Responsibility

Retailer is solely responsible for compliance with all applicable laws and regulations related to the resale, marketing, labeling, and distribution of products.

Retailer is responsible for ensuring that products are offered and sold in accordance with all applicable requirements in the jurisdictions in which they operate.

Lucky Panda Kids shall not be responsible for any violations, claims, or liabilities arising from Retailer’s resale, marketing, or distribution of products.

15. Insurance

Retailer represents and warrants that it operates as a legitimate business and maintains appropriate and commercially reasonable insurance coverage for its operations, including but not limited to a Business Owner’s Policy (BOP), general liability insurance, and product liability coverage, as applicable.

Retailer is solely responsible for obtaining and maintaining sufficient insurance coverage to protect against any risks arising from its business activities, including the resale, marketing, distribution, or use of Lucky Panda Kids products.

Lucky Panda Kids makes no representation or warranty regarding the adequacy of any Retailer’s insurance coverage and shall have no responsibility or liability for any uninsured or underinsured claims, losses, or damages arising from Retailer’s operations.

Failure to maintain appropriate insurance coverage may be considered a material breach of these Terms and may result in suspension or termination of the Retailer’s account.

Lucky Panda Kids reserves the right to request proof of insurance upon reasonable notice.

16. Compliance Monitoring

Lucky Panda Kids actively monitors Retailer sales channels and listings for compliance with these Terms.

By purchasing wholesale, Retailer acknowledges and agrees that:

• Lucky Panda Kids may review publicly available websites, marketplaces, and sales channels
• Monitoring may be conducted manually or through third-party tools
• Violations may result in enforcement actions, including suspension or termination of wholesale privileges

17. Termination

Lucky Panda Kids reserves the right to suspend or terminate wholesale accounts at any time, with or without cause and with or without notice, for reasons including but not limited to:

• Violations of these Terms
• Unauthorized sales channels
• MAP violations
• Brand misuse or misrepresentation
• Product alteration
• Retailer’s product mix, brand associations, or store aesthetic deemed inconsistent with Lucky Panda Kids’ brand standards and values
• Any other reason at Lucky Panda Kids’ sole and absolute discretion

All outstanding obligations remain enforceable after termination.

18. Governing Law

These Terms are governed by the laws of the State of California. Any disputes shall be resolved in the courts of San Diego County, California.

19. Amendments

Lucky Panda Kids reserves the right to update these Terms at any time. Continued purchasing or resale constitutes acceptance of any revised Terms. It is the Retailer’s responsibility to review these Terms periodically.

20. Contact

Lucky Panda Kids
📧 info@luckypandakids.com