francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

This Agreement supersedes all previously issued instruction and is effective immediately. Questions? Please see the attached contact sheet for various department contacts.

The Vendor Compliance Agreement (the “Agreement”) describes the expectations for vendors regarding Payment Terms and Conditions, Purchase Order Terms, and Transportation Guidelines. All vendors are required to fully comply with the instructions contained in the Agreement which apply to all francesca’s® Purchase Orders (each a “P.O.” and collectively, the “P.O.’s”). Any failure to follow the Agreement may create delays in delivery, and additional freight and labor costs. All such costs will be passed back to the vendor via an offset chargeback. Any exception to the Agreement must be approved in writing by francesca’s® prior to shipping.

francesca’s® expects all of its vendors, and each vendor hereby agrees, to comply with the applicable laws and regulations of the United States, those of the respective country of manufacture or exportation and all state and local laws and regulations, including without limitation all (i) federal, state and local laws and regulations regarding the manufacturing, shipping, selling, or offering for sale of jewelry, (ii) federal, state and local laws and regulations regarding hazardous materials, as defined by applicable United States federal, state and local laws and regulations, including but not limited to those relating to the packaging, labeling and distribution of merchandise that contains hazardous materials and (iii) federal, state and local laws and regulations regarding lead, cadmium, and other heavy metals in jewelry or other merchandise.

Vendor shall promptly notify francesca’s® in writing if the ownership of the vendor changes. Following a change in ownership, the new owners of vendor shall agree to comply with the Agreement.

Each vendor or vendor’s representative is responsible to ensure that the Agreement is distributed to and followed by all related members of the vendor’s organization that are impacted by these requirements.

If you have any questions regarding the Agreement, please contact the individual Buyer or Accounts Payable team (collectively, “Accounts Payable”).

For appointments with the buyers, please send a request to the individual buying department located on the attached contact sheet.

Disclaimer. The information contained in the Agreement does not constitute legal advice or as a legal guide to your situation or to any law, statute, or dealings with public authorities. Please refer any questions you may have about compliance with and/or violations of laws, citations by public authorities, court appearances, legal responsibilities, criminal or civil defenses, etc., to your attorney. francesca’s® is not responsible for:

1. Your reliance on any information contained in or omitted from the Agreement; 2. Your reliance on the accuracy of such information, including whether or not the information is correct, current or

complete, and/or; 3. The consequences of any action you or any other person takes or fails to take, whether or not based on

information provided by or as a result of the use of the Agreement.

Vendor acknowledges and agrees that francesca’s® reserves the right to sell merchandise to any purchaser under terms determined by francesca’s® in its sole and absolute discretion.

Indemnification. Vendor will protect, defend, indemnify and hold harmless Francesca’s Services Corp. (“francesca’s®”), its parent, subsidiaries and affiliates, and its directors, officers, employees, agents, contractors, successors and assigns from and against any and all claims and actions (including those in strict liability), demands, liabilities, losses, costs and expenses (including attorney’s fees and costs) including, without limitation, liabilities arising from any actual or alleged injury to or death of any person, damage to any property, and any other damage or loss, by whomsoever suffered, including vendor’s or francesca’s® agents or employees, resulting or claimed to result, directly or indirectly, from (1) the merchandise, including francesca’s® purchase, use, shipment, storage, delivery, sale, offering for sale, or other handling of vendor’s merchandise, or (2) vendor’s actual or alleged breach of any of the representations, warranties, guarantees and/or other terms and conditions contained herein. Any legal counsel used by the vendor as part of its duty to defend must either be chosen, or approved in writing by francesca’s®. Vendor shall not take any action, including entering into any settlement or compromise, regarding any claim that imposes any obligations or restrictions on francesca’s®. In addition to the foregoing, if any of the merchandise purchased or any part thereof is alleged or held to constitute infringement, vendor, at its sole expense, will either (i) procure for francesca’s®, its successors, assigns, and customers the right to continue using such merchandise, (ii) replace the merchandise with non-infringing items, or (iii) at francesca’s® option, refund the entire purchase price for the total cost of the merchandise and pay all related expenses, including attorneys’ fees, by sending a certified check to francesca’s® legal department. Vendor shall procure and maintain adequate products liability insurance and shall furnish to francesca’s® certificates in connection therewith.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Confidentiality and Nondisclosure. Vendor may be provided selected information pertaining to the business or affairs of francesca’s®, including, without limitation, information, whether or not in written form and whether or not marked “confidential” or otherwise, and all documents or other materials derived therefrom (collectively, the “Confidential Information”). “Confidential Information” does not include information about which Vendor has actual knowledge that such information (i) is in the public domain; (ii) is previously known or independently developed by Vendor; (iii) is acquired by Vendor from any third party having a right to disclose such information; or (iv) subject to the following paragraph, Vendor is obligated to produce under a court or governmental order. The Confidential Information does not, however, purport to be all-inclusive or to contain all of the information that a Vendor of a business entity may desire or require. francesca’s® does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and no liability of any kind whatsoever is assumed by francesca’s® with respect thereto. Vendor will retain no copies in any form of any Confidential Information and will return all Confidential Information upon request of francesca’s® or francesca’s® representative. Vendor further agrees that francesca’s® is not granting any license, right, title or interest in and to any materials or disclosures that francesca’s® may provide Vendor. Vendor agrees that, without the express written consent of francesca’s®, it will not disclose the Confidential Information; provided, however, that Vendor may disclose the foregoing as required by judicial process or applicable law, provided, that if Vendor is served with a subpoena or order of any court or regulatory agency seeking disclosure of any Confidential Information, Vendor shall promptly notify francesca’s® and provide francesca’s® reasonable opportunity to seek an appropriate protective order or other relief. Vendor agrees that the Confidential Information will be treated confidentially and used solely for the purpose of preparing for and conducting diligence regarding Vendor’s anticipated relationship with the francesca’s®. Vendor will safeguard all Confidential Information against unauthorized use or disclosure to others. Vendor agrees that the Confidential Information will be treated confidentially and used solely for the purpose of conducting its business with francesca’s®, and Vendor shall safeguard all Confidential Information against unauthorized use or disclosure to others. Vendor shall notify francesca’s® of any breach of Confidential Information, and Vendor hereby agrees to indemnify, defend and hold francesca’s® harmless of, from and against any and all claims, demands, liabilities, causes of action, losses, damages, costs and expenses (including attorneys’ fees) hereafter suffered or incurred by francesca’s® arising out of, directly or indirectly, Vendor’s failure to observe and comply with the terms and provisions hereof.

Governing Law and Notice. Any claim, dispute or other matter in question relating to this Agreement shall be governed by the laws of the State of Texas, and the sole and exclusive venue shall be Harris County, Texas. Any and all notices to francesca’s® under this Agreement must be in writing, and if any such notice involves a dispute of any nature then Vendor shall deliver a copy of any such notice to francesca’s® legal department.

Payment Terms and Conditions. To prevent any delays in payment, compliance with the following guidelines is required.

francesca’s® does not accept C.O.D. (cash on delivery). Preferred payment terms are net 30 invoicing or other terms agreed upon with the buyers Vendors approved by the buyers and Accounts Payable may be set up for credit card invoicing.

Invoicing Standards All invoices must include:

Full P.O. # (e.g. PO # 123456). francesca’s® item #. Style broken down by style # and color and by quantity for each size. Final Cost as reflected on the P.O. The P.O. cost is binding. Final cost should be Net after damage allowance. No credit memos to be applied to invoices.

Each invoice should reflect a complete shipment. For instance, if 6 styles ship together the invoice should have all 6 styles. Multiple colors and size variations of a style are acceptable on a single invoice.

Only one P.O. should be on each invoice for merchandise sent to francesca’s® distributions center (DC). Multiple items are acceptable on a single invoice. Multiple P.O.’s cannot be merged onto one invoice.

All styles should be on an invoice for each location for merchandise drop shipped directly to francesca’s® boutiques. Top of production (“T.O.P.”) samples or samples of any kind are not to be included on any invoices.

Net 30 Invoicing Invoices and/or credit memos should be emailed to ap@francescas.com the day merchandise ships. francesca’s® pays invoices when the purchase order is fully and completely received and the invoice and receiving

documents are reconciled. Dating on all payment terms will be computed from the date actual shipment arrives at francesca’s® distribution

center or boutiques. Do not fax net 30 invoices unless requested by Accounts Payable.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Credit Card Invoicing Invoices and/or credit memos should be emailed to ap@francescas.com before any merchandise ships. Invoices must be reconciled to match the original P.O. before francesca’s® will issue a credit card authorization.

Any discrepancy between P.O. and invoices will delay payment. A credit card authorization is required before shipping any merchandise. Credit card authorization requests faxed before 1 pm CST will be processed the same day. Later submissions will

be processed the following day. No exceptions. A new credit card authorization form must be issued for each new shipment sent to the distribution center. Any unauthorized charge will be disputed and vendor will be solely responsible for all costs incurred by

francesca’s® in connection with the dispute of any unauthorized charge(s). Credit card charges must exactly match credit card authorizations and invoice. If an invoice changes, a new credit card authorization request must be submitted, and prior authorization is null and void.

Payment Disputes Payment disputes must be submitted in writing/email to Accounts Payable, at ap@francescas.com. Buyers do not control the payment process. Include copies of open invoices. Once your dispute has been received, francesca’s® will conduct research and respond in writing within 14 business

days after notice of the dispute is received.

Chargeback Policy.

Please see in-stock section for separate information on in-stock chargeback policy.

It is vital that merchandise flow to our distribution centers and boutiques in the most cost-effective, timely manner possible. Following the specific requirements outlined in the Agreement ensures that we can competitively satisfy our customers’ needs. In an effort to recover costs incurred due to noncompliance, francesca’s® has introduced the following noncompliance charges:

1. Shipments arriving to the DC prior to the ship date $200 2. Receipt of goods after cancel date 10% of invoice 3. No packing slip provided $200 4. Improper hang-tags or price stickers 10% of invoice or refusal of style 5. Invoice does not match purchase order $200 6. Merchandise shipped prior to credit card authorization $500 7. Shipping via FedEx Ground collect when outside of the FedEx Agreement (unless approved in writing by

francesca’s®) $50 8. Not providing a T.O.P. sample that is approved Full rejection of style

The above charges are for each violation. Buyers have limited authority to waive or provide exceptions to these policies.

Purchase Orders. P.O.’s are the commitments and terms for merchandise orders and are only binding after such P.O. has been approved by an authorized buyer.

Please see in-stock section for separate information on P.O.’s policy.

Purchase Order Standards: Upon request for merchandise information, vendors are responsible for submitting the following information to the

Buyers (various department contacts located on attached contact sheet) which MUST be submitted in spreadsheet format. A request for information is not a guarantee of an order:

o Picture in jpeg format, no more than 50kb in file size. o Cost. o Market price. o Production time and availability. o Color choices (swatches may be requested to be mailed in). o Any other information requested from individual Buyers.

If francesca’s® elects to place an order, the Buyer will send vendor a P.O. after receiving the vendor-submitted information.

Upon receipt of a P.O., vendor will need to confirm cost, style #, quantities, and ship and in house cancel dates. o The cost on the purchase order is the total cost that may be invoiced and paid. o The style # on the purchase order is binding and must match the style# on each merchandise unit and price

sticker.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

o Quantity commitments on purchase orders are firm. The exact quantity on the purchase order should be shipped and reflected on the packing slip and invoiced by size and color.

o We do not accept backorders or over-ships. Over-ships will be returned to the vendor, at the vendor’s expense if not pre-authorized.

o Vendors need to notify the Buyers on all short-ship’s prior to ship date o The ship date is the first authorized date for shipment from the vendor. o The In-house cancel date is the final date that merchandise must arrive to its intended location (distribution

center or boutique).

Buyers are authorized to approve changes to a purchase order no less than one week prior to ship date for: o Quantity discrepancies. o Adjustments to ship or cancel dates. o Partial ships.

Requests for P.O. changes must be submitted in writing to buyers. No exceptions. Buyer, in its sole discretion, will provide revised P.O.’s that reflect approved changes. A revised P.O. is required for

any and all changes.

Buyer may also require that the merchandise be returned to vendor (at vendor’s expense) or request a discount based on late shipments.

Shipping prior to the ship date or shipping after the cancel date without prior written approval will result in a noncompliance chargeback and possible return of merchandise at the vendor’s expense.

Samples & Top of Production (T.O.P.) Samples. francesca’s® welcomes product samples submitted for consideration of orders.

Please see in-stock section for separate information on Samples & T.O.P. Samples policy.

Please send catalogs, brochures, photos, or products (including list prices) to the address below. Attn: Buyers 8760 Clay Road Houston, TX 77080

T.O.P. samples are required for approval prior to shipment of merchandise

Floor ready T.O.P samples must be sent for every merchandise style that is ordered, in EVERY color of every style and any other specifications agreed upon by the Buyers.

T.O.P. samples must include price sticker and hang-tag. Clothing T.O.P.S must include all woven labels (main label, size tab/C.O.O label, and care label). Clothing T.O.P Samples should be sent in all sizes. Shoe T.O.P samples require a full size run before shipping the completed order. Without a written approval of a floor ready T.O.P. sample, merchandise is not authorized to ship. Buyer or an authorized member of the team will email approval or rejection of T.O.P. sample to vendor. T.O.P. samples should be sent to:

Attn: Buyers 8760 Clay Road Houston, TX 77080

francesca’s® does not pay for any general or T.O.P. samples. T.O.P. samples should NOT be included on any invoices or packing slips. Samples not ordered may be returned to vendor at vendor’s expense using regular ground via FedEx or UPS, if

the vendor requests a return within a week and a half of submission. Samples can be returned at the vendor’s expense by providing a billing # via FedEx or UPS, a Return Label or any other shipping information to the Buyers.

Original samples of items ordered will not be returned, unless a written request is submitted. If original samples are returned to the vendor the vendor will need to return the sample with the PP or TOP

sample.

All boxes with T.O.P. samples should be labeled as T.O.P. samples for speedy approval.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Sample Process

FIT I T.O.P. APPROVAL PROCESSES

Process Timing Sample Submittal Fit Approval Process T.O.P. Approval Process Attachments (Worksheets)

Time Line

First fit comments will be sent from the original samples. PP's should be submitted as soon as possible and no later than 1 week after receipt of the first fit comments on the Sample Spec Worksheet. If a 2nd fit sample (PP) is required, it should be submitted in one or two weeks. Fit sampling should not be delayed due to fabric production; fit samples (PP's) must be submitted in the production fabric. The T.O.P. samples are due a minimum of one week prior to the in-house date. This timing is suggested; it is the vendor’s responsibility to complete the fit and T.O.P. process while maintaining an on-time delivery.

FIT/PP Sample Submittal

The fit sample (PP) is required to be Size Small or equivalent. Submit fit samples to FRANCESCA'S COLLECTIONS, to the attention of Beverly Hill in the Technical Design Department. Submit samples with a vendor hang tag and garment measurements entered on the "Sample Spec Worksheet'. Include the following information on the vendor hang tag and sample worksheets: Vendor Name Sample type (1st fit, 2nd fit, T.O.P.) Style number Cancel date Date Sample is submitted ***List All Discrepancies (fabric, trim, wash, etc.) if bulk fabrication and trim are not available Do NOT include final production (francesca’s®) hang tags on PP samples.

FIT/PP Approval Process

The purpose of the fit approval process is to achieve consistency of fit, quality, and to reduce return rates. The usual turnaround time for fit comments is 2 days. Fit sample comments: The 1st fit sample comments will be sent using the original sample. 1st fit sample (original sample) is evaluated for fit, balance and proportion, quality and accuracy of styling details.

You will receive a Sample Worksheet with comments, original and revised specs. Fit comments will be submitted to vendor on the Sample Worksheet. It will instruct you to either proceed to 2nd

fit or proceed to PP or T.O.P. Approval status will be indicated on the sample work sheet. A T.O.P. sample in the fit approved size (with all fit corrections implemented), will be the next sample required for approval to ship. The Technical Designer may require preproduction samples or T.O.P. size runs depending on the outcome of the fit process.

Graded Specs

Once the final PP fit is approved you must send the graded spec sheet with the specs for all sizes. Please email it toBeverly.hill@francescas.com.

Graded specs will only be accepted in electronic for, A style is not considered approved for production until a final PP and grading have been approved. Please wait for PP approval to send grading. Graded specs should be completed with an adequate amount of measurement points for the technical designer to judge the sizing of the garment. The size small grading should accurately reflect the measurements of the approved PP sample.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

T.O.P. Approval Process. Label/fit and Vendor Label

T.O.P. samples are to be sent from the actual line of production and must be labeled and tagged as though ready for shipping. T.O.P. samples are required to be a full size runs unless otherwise noted.

T.O.P. samples must have a completed vendor hang tag (as specified in Section II) attached with a Graded Spec Sheet and the T.O.P. sample measurements.

T.O.P samples must be floor ready and include final hangtags with barcodes, as well as all woven labels (main label, size tab/ C.O.O. label, and care label).

T.O.P. samples will be evaluated for fabric, trims, styling details, garment construction, workmanship, overall quality and garment measurements.

Upon approval, written confirmation of the approval will be faxed or emailed to the vendor within 48 hours of receipt of the sample.

In the event there are discrepancies with the T.O.P. sample, further production samples or an inspection may be required prior to shipping.

T.O.P. samples must be sent to the address below as soon as the first production garments are completed, BUT NO LATER THAN 1 WEEK PRIOR TO THE IN-HOUSE DATE. If a T.O.P sample is not received and a shipment is sent, it will only be accepted after the buyer's approval of the merchandise and with a penalty.

Francesca's Collections does not pay for fit or T.O.P samples.

Please send all Fit Samples and T.O.P's to:

FRANCESCA'S COLLECTIONS Attention: Beverly Hill Technical Design Department 8760 Clay Road Houston, TX 77080

Attachments

Sample Worksheet: To be completed by Francesca's and/or vendor, attach to all samples submitted for fit, PP or T.O.P. review.

Grade Worksheet: To be completed by the vendor and attached to all T.O.P. samples. Example Vendor hang tag. Young Label order forms. Example sheets

Shortages

Please see in-stock section for separate information on shortages policy.

francesca’s® does not accept short-ships on P.O.’s.

Shortages to P.O. quantities should be submitted to buyers at least one week prior to ship date for approval and updated changes will be reflected on updated P.O.’s that will be re-sent from the buyers.

Any shortages to P.O.’s, not pre-approved, will potentially delay payment factoring reconciliation of P.O. and invoice.

We require reimbursement for all shortages. Vendor must apply a credit to the credit account.

For credit card vendors, any shortages uncovered in francesca’s® audit process will be submitted to the vendor in writing by Accounts Payable for reimbursement.

All credits need to be credited to the corporate card within 24 hours of notification of shortages.

Damage Allowance

Please see in-stock section for separate information on damage allowance policy.

francesca’s® has developed a damage allowance program based on historical rates of damages. The damage allowance of 3.0% for Accessories, Shoes and Jewelry, 1.5%-3% for Gifts and 1.5% for Clothing will be adjusted by item on the Purchase Orders.

Accounts Payable will not process invoices that are not accurate and updated with damage allowances.

francesca’s® will continue to monitor the relative amount of damaged merchandise we process for each vendor and contact vendors for whom a rate adjustment is in order.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

The damage allowance does not cover fully defective merchandise that is unsellable (as determined by francesca’s® in its sole discretion). Fully defective merchandise will be reimbursed by the vendor for full, 100% value.

Hang Tags & Price Stickers. francesca’s® values floor-ready merchandise that can quickly be offered to our customers. francesca’s® expects all vendors to hangtag and price sticker all merchandise.

Please see in-stock section for separate information on hang tags & price stickers policy.

All Accessories and Clothing merchandise must be price stickered on a francesca’s® hang-tag unless the P.O. states to use Harper, Jun & Ivy, Jemma, or Quinn clothing label

All gift and home merchandise must be price stickered or hang tagged.

Gift and Home Vendors must email images of items ticketed for approval from the Buying team.

Vendors are responsible for ordering price stickers, hangtags and jewelry cards.

We will refuse shipment of non-tagged and non-stickered orders without written consent.

Hang Tags Hang tags need to be ordered by the vendor from Young Label. Must be used on clothing and accessories only. Specific instruction will be sent separately. Vendor to arrange payment terms with Young Label. Vendor to arrange shipping schedule with Young Label. Young Label’s contact info: Mayra/Jenny, Email: sales@younglabel.com or customerservice@younglabel.com,

PHONE: 213-748-8089 Fax: 213-748-8085. Hang tags are the vendor’s sole responsibility.

Price stickers: Price stickers need to be ordered by the vendor from Code-A-Bar Inc. Vendor must use order form provided when ordering price stickers. Vendor to arrange payment terms with Code-A-Bar. Vendor to arrange shipping schedule with Code-A-Bar.

o Note: Code-A-Bar has a one week lead time on delivery of price stickers once order is placed. Code-A-Bar contact info: Ann, Email: customer.support@code-a-bar.com, PHONE: 1-800-445-0183 or (727) 524-

1809, FAX: 727-539-1062. Price stickers are the vendor’s sole responsibility.

Jewelry Cards Earring cards need to be ordered by the vendor from Contempo. Ring cards and elastic wrap strands need to be ordered by the vendor from Contempo. Toe rings and cello bags need to be ordered by the vendor from Contempo. Anklet cards and cello bags need to be ordered by the vendor from Contempo. Vendor to arrange payment terms with Contempo. Vendor to arrange shipping schedule with Contempo. Note: Contempo will need one week to deliver the earring cards. The earring cards are produced in China and will

be shipped from China only. Contempo’s contact info: cs@contempocard.com (USA), cncs@contempocard.com (China). Jewelry cards are the vendor’s sole responsibility.

S.R.P-220264C

Ring Card

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

S.X.P-200258C

Toe Ring Card

S.X.P-200260C

Anklet Card

S.X.N-220266C

Toe Ring Cello Bag

S.X.N-220265C

Anklet Cello Bag

Clothing Labels and Hang Tags

The label name you are expected to use will be indicated on the official P.O. under the title “Brand”.

Specialty Brands

Please note that if a style is branded with any of the following names, there are specific, coordinating main labels, size tabs, and hangtags that must be used.

Harper

francesca’s® Vendor Compliance Agreement

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Last Revised July 2014

Jun & Ivy Jemma Quinn

These labels are all available through Young Label. Do not use the corresponding labels and tags when tagging garments with any other brand.

Garments branded by any other name should use generic woven size tabs and the standard gold francesca’s® hang tag.

Care Labels

Care labels must list care instructions appropriate for the fiber content of the self-fabric, trim, and lining. francesca’s® does not provide RN numbers. The style number listed must be the same as the official P.O.

Size Tabs and C.O.O. Labels

Woven size tabs must be included on all garments, even if the size is already listed on the care label. If the garment is import, the size tab must also list the Country of Origin. Do not use plastic size tabs or C.O.O. labels. Do not use additional C.O.O. labels other than the size tab.

Label Placement

Main labels should be placed at the center back neck of tops, dresses and bottoms. If the back is sheer or lace, it needs to be places at the yoke/waist so it is not visible.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Size tabs should be placed directly below the main label at CB for horizontal labels. If the main label is vertical, please place the size tab to the right side of the label.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Care Label Placement

The care label should be placed 3” above the hem on the wearers left side.

Hang tags should be attached through the main label using a 3” ling clear plastic swift tag.

Barcodes should be places on the inside right (blank space) of the gold francesca’s® hang-tag, and on the opposite, blank side of the specialty hangtag.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Shipping Orders to francesca’s® Warehouse

Please see in-stock section for separate information on Shipping Order to the Warehouse policy.

Where to send shipments Distribution center address: francesca’s® 8760 Clay Road Houston, TX 77080

How to Pack Boxes Each box should contain only prepacks of one color/style. Do not mix different color prepacks in boxes. For accessories, gifts and clothing shipments, merchandise should be pre-packed in confirmed case packs. Boxes should not weigh more than 50lbs and measure greater than 130 inches in length and girth (Length and girth

equals length plus twice the height plus twice the width. (Length & Girth = L+ (2*H) + (2*W)). E.g., 29x18x13 box =91 is acceptable; 20x20x20 box =100 is acceptable; 20x30x30= 140 is not acceptable

Boxes must be in good condition and sturdy enough to withstand transportation. Use enough tape where the box closes to firmly secure all contents. If merchandise will be shipped via boat and truck, heavy weight boxes must be used.

Each pre-pack should be either: Hung on a plastic hanger and plastic wrapped with a runner band around the case pack. Folded and wrapped in a polybag, no garment or ordered product should be exposed to the elements.

Do not send loose singles. No product should be exposed to the elements. Full case packs must be received. No ‘loose’ sizes. Each item of merchandise must have the style # on a label or printed on the product. There are no exceptions. The

style # must match the P.O. and price sticker. Packing slip must be included with each shipment. Place on the outside of the first box of a shipment on the top of

the box. Packing slip must contain a color and size quantity breakdown.

Case Packs. Case Pack breakdowns should be confirmed with the buyer.

How to Pack Pallets Shipments greater than 200 lbs. or more than 20 boxes should be sent on pallets. If vendor cannot ship on pallets,

please contact logistics@francescas.com. Label each pallet with an identifying list of contents.

Label and Pack Boxes as Follows: Vendor name P.O. # Style # Color and breakdown Label multiple boxes for a color with ‘1 of x’ (e.g. 1 of 3) Place label in the center on the side of the box (not top of box; see picture)

Payment for merchandise received but not included on the invoice or purchase order will be returned at the vendor’s

expense.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Shipping orders to francesca’s® Boutiques (“Dropships”)

Individual boutique addresses can be found on P.O.

When a P.O. lists ‘SEL’ as location, this P.O. is a summary page of purchase orders for individual locations and the quantity listed should NOT be sent to francesca’s®.

How to Pack Boxes Boxes should not weigh more than 40lbs and measure greater than 130 inches in length and girth (length and girth

equal length plus twice the height plus twice the width. (Length & Girth=L+ (2*H) + (2*W)). E.g., 29x18x13 box =91 is acceptable; 20x20x20 box =100 is acceptable; 20x30x30= 140 is not acceptable.

Boxes must be in good condition and sturdy enough to withstand transportation. Use enough tape where the box closes to firmly secure all contents.

Packing slip must be included with each drop shipment location. Place on the outside of the first box of a shipment on the top of the box.

Packing slip must contain a quantity breakdown for each style. No cost information should be on the packing slip. No credit card information or receipt should be included in the shipment.

Label and Pack Boxes as Follows: Vendor name P.O. #. Add location # at the end of the P.O. name. Style # Color and style breakdown Label multiple boxes for a color with ‘1 of x’ (e.g. 1 of 3) Place label in the center on the side of the box (not top of box; see picture above).

Payment for merchandise received by not included on the invoice or purchase order will be returned at the vendor’s expense.

Transportation

Please see in-stock section for separate information on transportation policy.

francesca’s® will pay for shipping merchandise to the francesca’s® distribution center or boutiques.

A routing request must be submitted for every P.O. shipments moving to the francesca’s® warehouse and sent to: logistics@francescas.com, no less that 5 days in advance of ship date.

Every routing request should include a completed “logistics form” (see page 19) for your order A copy of the invoice for the order must be submitted to logistics@francescas.com by the day of shipment

pickup. Vendor may ship by alternate carrier if vendor prepays all freight charges.

A routing request must still be submitted to the logistics@francescas.com email address in these cases. The buyer may authorize use of an alternate carrier paid for by francesca’s® no less than 5 days in advance of ship

date. Requests must be approved in writing prior to sending. A routing request must still be submitted to the logistics@francescas.com email address in these cases.

Shipping via FedEx GROUND collect is only for shipments less than 200 lbs. or 20 boxes. All cartons/boxes must be palletized. If needed vendor must set up a FedEx account by calling 1-800-GO-FEDEX. A FedEx account is required for

shipment, even when shipping COLLECT when transportation bills will be incurred by francesca’s® This shipping program is for purchased merchandise only, not samples. Do NOT add insurance or a declared value on BOLs. The vendor will be solely responsible for any insurance or

added fees for declared value.Francesca’s® is not responsible for paying any duties and/or taxes on freight (international or domestic).

Express shipments can only be approved by Logistics. Questions regarding Shipping and Transportation should be emailed to logistics@francescas.com.

Please allow a 24 hour processing time for logistics@francescas.com to respond to any routing requests. In-Stock Purchases

Specific instruction below for in-stock purchases supersedes any instruction on the prior polices. In-stock purchases occur in the accessories and clothing department only.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Payment & Terms An invoice emailed to AP@francescas.com must include:

Style broken down by color and by quantity for each size Final Cost as negotiated with the buyer. No credit memos to be applied to invoices. Damage allowance should be adjusted for each individual item on the Purchase Order.

Photos of styles must be submitted to Buyer before a credit card authorization is approved. Credit card authorization requests will take up to 24 hours to process. Any unauthorized charge will be disputed.

Chargebacks The following chargeback policy items only apply to in-stock purchases: No packing slip provided $200 Improper hang-tags or price stickers 10% of invoice or refusal of style Merchandise shipped prior to credit card authorization $500

P.O.’s Copies of P.O.’s will be issued to vendors for in-stock purchases. Vendor needs to send product/jpeg information per page 3.

Samples and T.O.P. samples T.O.P. samples are required for in-stock purchases, in size small, unless agreed upon by the Buyers. T.O.P. samples must be sent to the LA Office for approval.

Shortages We require reimbursement for all shortages paid by credit card. Vendor must apply a credit to the credit card account

within 24 hours of invoice reconciliation. For credit card vendors, any shortages uncovered in francesca’s® audit process will be submitted to the vendor in

writing by Accounts Payable for reimbursement. All credits need to be credited to the corporate card within 24 hours of notification of shortages or invoiced shortages.

Damage Allowance The damage allowance of 3.0% for Jewelry, shoes and accessories, 1.5%-3% for Gift and 1.5% for clothing will be

adjusted by item for each Purchase Order. Accounts Payable will not process invoices that are not accurate and updated with damage allowances. francesca’s® will continue to monitor the relative amount of damaged merchandise we process for each vendor and

contact vendors for whom a rate adjustment is in order. The damage allowance does not cover fully defective merchandise that is unsellable (as determined by francesca’s®

in its sole discretion). Fully defective merchandise will be reimbursed by the vendor for full, 100% value.

Hang Tags & Price Stickers Hang-Tags and price stickers are required on in-stock buys UNLESS buyer has approved shipping without tags. All IN-ONE hang tags need to be ordered by the vendor from Young Label. Must be on clothing and accessories only. Specific instructions will be sent separately. Vendor to arrange payment terms and shipping schedule with Young Label. Young Label’s contact information: Mayra/Jenny, Email: sales@younglabel.com or

customerservice@younglabel.com, PHONE: 213-748-8089 FAX: 213-748-8085. Hang tags are the vendor’s sole responsibility.

Shipping Orders to the Warehouse See standard shipping to the warehouse policy. Case packs of 5 are not required for in-stocks.

Transportation See standard transportation policy.

Compliance with California Proposition 65. Subject to the additional requirements in the following paragraph, we require each vendor, regardless of size or location, to be fully aware of and compliant with the requirements of California Proposition 65, and the regulations thereunder, and to provide “clear and reasonable” warnings on products that exceed the exposure limit for any listed chemical present in the product. To the extent possible, we ask all vendors to substitute any listed chemical with a non-toxic chemical. Further information regarding California Proposition 65 may be obtained online by visiting: http://www.oehha.org/prop65.html.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

With regard to merchandise consisting of wallets, handbags, purses, clutches and/or footwear that we order from a vendor which is labeled with any of our proprietary marks (i.e., our private label products) we require that all such merchandise meet the following lead content requirements and any such merchandise may not exceed these lead-limits:

Paint or other Surface Coatings on Accessible Components: 90 parts per million (“ppm”); Leather (including composited leather) Accessible Components: 300 ppm; Polyvinyl chloride (“PVC”) Accessible Components: 200 ppm; All other Accessible Components other than cubic zirconia (sometimes called cubic zirconium, CZ), crystal, glass or

rhinestones: 300 ppm.

The following terms as used herein are defined below: “Accessible Component” means a component of a private label product that could be touched by a person during

normal or reasonably foreseeable use. “Paint or other Surface Coatings” has the meaning defined in 16 C.F.R. § 1303.2(b) 2, as amended from time to

time.

Jewelry. California has enacted laws that restrict the lead and cadmium content in jewelry. These laws together comprise California’s Metal-Containing Jewelry law. This law prohibits persons from manufacturing, shipping, selling, or offering for sale jewelry for retail sale, or for promotional purposes, in California unless the lead and cadmium restrictions are met. With respect to jewelry, we require all vendors, regardless of location, to be compliant with California Proposition 65 and California Health and the Metal-Containing Jewelry Law. Further information regarding the Lead in Jewelry Law may be obtained online by visiting: http://www.dtsc.ca.gov/leadinjewelry.cfm.

Action to eliminate slavery and human trafficking from supply chains. The State of California has challenged companies doing business in California to join in its effort to identify and eliminate slavery and human trafficking in supply chains. In support of this effort, francesca's® has initiating the following steps and we are asking all vendors to comply with the following requirements:

1. You must identify to us and provide us any details regarding your supply chains that may indicate a risk of slavery or egregious labor practices.

2. You agree to and we may at our sole discretion seek from you additional explanation if any serious concerns come to our attention regarding a risk of slavery or egregious labor practices.

3. You are required to certify to us as we place each order and you hereby certify to us by signing below that to the best of your knowledge all the materials incorporated into the merchandise comply with all applicable laws regarding slavery or egregious labor practices in the country or countries in which those suppliers are doing business.

Conflict Minerals. Vendor hereby agrees that Vendor will not knowingly procure minerals specified as “conflict minerals” from a location which is situated in the eastern portion of the Democratic Republic of Congo and surrounding countries. Vendor represents and warrants that it is in full compliance with conflict minerals laws, including, without limitation, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as it may be amended from time to time and any regulations, rules, decisions or orders relating thereto adopted by the Securities and Exchange Commission or successor governmental agency responsible for adopting regulations relating thereto.

Representations and Warranties. By signature below, the vendor represents and warrants and agrees that vendor shall, at its own expense, comply with all federal, state, and local laws, ordinances, rules, codes and regulations (including without limitation patent and copyright laws) applicable to the manufacturing, production, distribution, marketing, promotion, advertising and sale of all merchandise purchased by francesca’s® from vendor. Vendor shall be responsible, at its own expense, to obtain all necessary approvals and/or licenses from any third party, including governmental agencies or regulators, if any, for the sale of merchandise to francesca’s®. Vendor hereby represents and warrants that as of the date of the signing of this Agreement, Vendor is not involved in any patent, trademark or copyright infringement dispute of any nature whatsoever. Vendor hereby covenants and agrees that all merchandise sold or to be sold to francesca’s is and will be free of any claim by any third-party that such merchandise in anywise infringes on any such third-party’s patent, trademark or copyright. An authorized vendor representative must sign the Agreement. Should we send a P.O. prior to receiving a signed copy of the Agreement, by your acceptance of the P.O., you will be deemed to have agreed to, and accepted, the terms of the Agreement which will be binding as legal obligation. We appreciate your prompt response.

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Order Form

PHONE (727) 524-1809 FAX (727) 539-1062 Email: Codeabar@aol.com

Use this form for ordering francesca’s® item Labels

* Please include a copy of your francesca’s® P.O. *

Is this a 24-Hr RUSH Order? [ ] Yes [ ] No

**Cut Off Time** For same day service, all orders must be received by 2:00pm EST or 4:00pm PST.

PO#: __________________________________

Item Number Total item labels

requested Internal Office Use

SHIP LABELS TO BILL LABELS TO

______________________________________ ________________________________

_____________________________________ ________________________________

Ph: __________________Fax: ________________ Ph:____________________Fax:________________

SHIP MY ORDER VIA:

FedEx First AM ( 6-8 am delivery time ) [ ] FedEx Priority Overnight [ ]

FedEx Standard Overnight [ ] FedEx 2-Day Economy [ ]

FedEx 3-Day Express Saver [ ] FedEx Ground [ ]

Jewelry tags - $0.07 each --- 1.25 x 1.25 Square labels - $0.035 each --- 2x1 Rectangle labels - $0.039 each

All freight charges will be applied to invoice We accept MasterCard & VISA

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Order Form

Date: Ship From:

China Bill To: Ship Date: Ship To: Attn: Ship Via: P.O. # Phone: Requested By: Fax #

Picture ITEM # DESCRIPTION PRICE/M QTY

$41.25/M

$41.25/M

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Sample Invoice

Company Name INVOICE Your Address DATE: 8/7/2008

Your Address INVOICE # 001004

Phone: 713-555.5555 Customer ID Fran

Fax: 713.555.5555

Email:

BILL TO: SHIP TO (if different):

Francesca's Collections Francesca's Collections

8760 Clay Road, Ste. 100 8760 Clay Road, Ste. 100

Houston, TX 77080 Houston, TX 77080

713-864-1358 713-864-1358

PO# SHIP DATE SHIP VIA TERMS

ZZZ-July17 8/6/2008

ITEM # DESCRIPTION Color Size QTY UNIT PRICE TOTAL

12909 FRD-104 ORG SM 376 2.00 752.00

12910 FRD-104 ORG MED 251 2.00 502.00

12911 FRD-104 ORG LG 127 2.00 254.00

Total: 1672 SUBTOTAL $1508.00 NOTE: ONLY ONE STYLE PER INVOICE

Special Instructions Box number #5 is not price sticker or hang tagged TOTAL $ 1,508.00

*Damage Allowance must be included in the unit price.

If you have any questions about this invoice, please contact:

Thank You For Your Business!

Today's Date: Purchase Order Number:

Ready for Pick Up Date: Ship Date:

Ready for Pick Up Time

In Warehouse Date/ Cancel Date:Location of Pick Up:

Pickup Time:

Vendor Name: Rep Name:

NMFC code/description of commodity:

Number of Boxes:

Number of Pallets:

Pallet Dimensions:

Total Weight of Shipment

LOGISTICS FORM

Please send completed form to Logistics@francescas.com ten days before your start ship date to ensure on time

delivery.

***PLEASE ADD OR CHANGE POM AS IT APPLIES TO THE GARMENT***

Type of Sample: Original Sample:___x_______ PP:_________ TOP Sample:________

TOL Original Revised Spec PP

1 BODY LENGTH ( FROM HPS ) +/-1/4

2 +/-1/4

3 +/-1/4

4 +/-1/4

5 +/-1/2

6 WAIST (8" DOWN FROM UNDER ARM) +/-1/8

9 +/-1/2

10 +/-1/2

11 +/-1/2

12 +/-1/8

13 +/-1/8

14 +/-1/8

15 +/-1/8

16 BODICE LENGTH +/-1/8

17 +/-1/8

19 +/-1/8

20 +/-1/8

21 +/-1/8

22 +/-1/8

23 FRONT ARM HOLE CURVE +/-1/4

24 BACK ARM HOLE CURVE +/-1/4

25 SLEEVE OPENING - RELAXED +/-1/4

26 +/-1/2

NOT APPROVED, SEND PP IN BULK FABRIC:APPROVED, CONT TO GRADED SPECS:DATE:LINSAY SCOTT

FRANCESCA'S SAMPLE SPEC WORKSHEETVENDOR: PO: Linsay Scott 713-864-1358 x1112

SHIP DATE: linsay.scott@francescas.comEMAIL: IN HOUSE CANCEL: COMMENTS/SKETCH/PICTURE

PHONE: STYLE NO:

DESCRIPTION:

POINT OF MEASUREMENT (POM)

ACROSS SHOULDER ( SEAM TO SEAM )

ACROSS FRONT ( 4 1/2" down from HPS, SEAM TO SEAM )

ACROSS BACK ( 4 1/2" down from HPS, SEAM TO SEAM )

CHEST ( 1" down from ARMHOLE, SEAM TO SEAM )

LOW HIP ( 21 1/2" down from HPS, SEAM TO SEAM ) - SPREAD OUT

SWEEP/BOTTOM OPENING (SEAM TO SEAM)

CENTER BACK LENGTH

SHOULDER SLOPE (FROM HPS DOWN)

SIDE SEAM LENGTH (UNDER ARM TO HEM)

SLEEVE LENGTH (FROM SHOULDER SEAM TO CUFF END)

LINING SWEEP/BOTTOM OPENING (SEAM TO SEAM)

COMMENTS:

MUSCLE ( 1" BELOW ARMHOLE )

SKIRT LENGTH

NECK WIDTH ( EDGE TO EDGE )

FRONT NECK DROP ( FROM HPS TO EDGE )

BACK NECK DROP ( FROM HPS TO EDGE )

CF OVERLAP WIDTH - RELAXED

FRANCESCA'S COLLECTIONS GRADED SPEC SHEET

***GRADED SPECS MUST BE APPROVED BEFORE STARTING PRODUCTION, PLEASE ADD OR CHANGE POM AS IT APPLIES TO THE GARMENT***

VENDOR: STYLE NO: PHOTO:CONTACT: SHIP DATE:EMAIL: IN HOUSE CANCEL:PHONE: PO: DESCRIPTION: FABRIC CONTENT:

TOL S M L

1 BODY LENGTH ( FROM HPS ) +/-1/4

2 ACROSS SHOULDER ( SEAM TO SEAM ) +/-1/4

3 ACROSS FRONT ( 4 1/2" down from HPS, SEAM TO SEAM ) +/-1/4

4 ACROSS BACK ( 4 1/2" down from HPS, SEAM TO SEAM ) +/-1/4

5 CHEST ( 1" down from ARMHOLE, SEAM TO SEAM ) +/-1/2

6 WAIST (8" DOWN FROM UNDER ARM) +/-1/8

7 WAIST( 1/4"W ELASTIC ENCASED, SM TO SM ) - RELAXED +/-1/2

8 WAIST( 1/4"W ELASTIC ENCASED, SM TO SM ) - STRETCHED +/-1/2

9 LOW HIP ( 21 1/2" down from HPS, SEAM TO SEAM ) - SPREAD OUT +/-1/2

10 SWEEP/BOTTOM OPENING (SEAM TO SEAM) +/-1/2

13 ARMHOLE - STRAIGHT ( EDGE TO EDGE ) +/-1/8

14 SLEEVE LENGTH (FROM SHOULDER SEAM TO CUFF END) +/-1/8

17 NECK WIDTH ( EDGE TO EDGE ) +/-1/8

18 FRONT NECK DROP ( FROM HPS TO EDGE ) 0

19 BACK NECK DROP ( FROM HPS TO EDGE ) +/-1/8

20 CF OVERLAP WIDTH - RELAXED +/-1/8

22 KEYHOLE LENGTH +/-1/8

23 LINING LENGTH 0

24 LINING SWEEP/BOTTOM OPENING (SEAM TO SEAM) 0

25 CENTER BACK LENGTH +/-1/4

GRADED SPECS

POINT OF MEASUREMENT (POM)

HANG TAG EXAMPLE FOR PP:

VENDOR: your company

SAMPLE TYPE: PP or TOP

STYLE NO: 5621-1

FABRIC CONTENT: 100% polyester

CANCEL DATE: 12/17/12

DATE SAMPLE SUBMITTED: date

egonzalez

Typewritten Text

25

egonzalez

Typewritten Text

26

egonzalez

Typewritten Text

27

francesca’s® Vendor Compliance Agreement

www.francescas.com

Last Revised July 2014

Department Email Fax# Contact for:

Gift

gift@francescas.com

713.426.2751

Sample submission P.O. questions Price Stickering

Shipping & Transportation Questions

Jewelry

jewelry@francescas.com

713.426.2751

Sample submission P.O. questions

Price Stickering and Hangtags Shipping & Transportation Questions

Accessories

accessories@francescas.com

713.426.2751 Sample submission; P.O. questions; Price

Stickering and Hangtags; Shipping & Transportation Questions

Clothing

clothing@francescas.com

713.426.2751

Sample submission P.O. questions

Price Stickering and Hangtags Shipping & Transportation Questions

Logistics logistics@francescas.com F: 713.426.2751 T: 713-864-1358

ext. 1116

Shipping & Transportation Questions Routing Requests

Accounts Payable

ap@francescas.com 713.426.2751 Payment

Payment Disputes