Terms Of Sale

FF HEADWEAR (EMEI) LIMITED “FLEXFIT” – TERMS AND CONDITIONS OF SALE AND SUPPLY (THE
“CONDITIONS”)Attention is drawn to the terms and conditions set out below, in particular to
clause 10 (limitation of Flexfit’s liability). They are binding upon all purchasers and govern all orders and contracts
for the sale or supply of all products by Flexfit.

In these Conditions the following words and expressions shall have the following meanings:

• “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when
  banks in London are open for business;
• “Confidential Information” means any commercial, financial or technical information,
  information relating to the Products, plans, know-how or trade secrets which is obviously confidential in nature
  or has been identified as confidential, or which is developed by a party in performing its obligations under, or
  otherwise pursuant to the Contract;

• “Contract” means the agreement between Flexfit and the Purchaser for the sale and purchase of
  the Products incorporating these Conditions and the Order Confirmation, and including any personalised product
  specifications requested by the Purchaser and accepted by Flexfit upon the issuance of an Order Confirmation;
• “Flexfit” means FF Headwear (EMEI) Limited, whose registered office is at 29-31 Castle Street,
  High Wycombe, Buckinghamshire, HP13 6RU;
• “Force Majeure” means a circumstance beyond the control of Flexfit, including an act of God,
  compliance with any law or governmental order, rule, regulation or direction, war, riot, acts of terrorism civil
  commotion or insurrection, malicious damage, fire, plague, epidemic, pandemic, flood, accident, storm, breakdown
  of plant or machinery, default of suppliers or sub-contractors, embargo, strikes, lock-outs or other industrial
  disputes;
• “Intellectual Property Rights” means copyright, trade marks, trade names, design rights, rights
  in get-up, rights in goodwill, rights to sue for passing off, domain names and all other intellectual property
  rights and similar rights and, in each case (a) whether registered or
  not; (b) including any applications to protect or register such
  rights; (c) including all renewals and extensions of such rights or
  applications; (d) whether vested, contingent or future; (e) to which the
  relevant party is or may be entitled; and (f) in whichever part of the world existing;
• “Marks” means any mark (including but not limited to designs, graphics or logos (or other
  Intellectual Property Rights)) provided by the Purchaser to be used on or affixed to the Products;

• “Order Confirmation” means each document issued by Flexfit to the Purchaser signifying
  the Contract between the Purchaser and Flexfit and including the details of the Products, the Price and delivery
  details;
• “Price” means the price of the Products as agreed between Flexfit and the Purchaser as set out
  in the Order Confirmation;
• “Products” means the products sold or supplied by Flexfit to the Purchaser including any
  labelling and packaging as set out in the Order Confirmation;
• “Purchaser” means the entity named in the Order Confirmation which buys or has agreed to buy
  the Products from Flexfit;
• “Specifications” means the technical details supplied in connection with the Products as agreed
  between Flexfit and Purchaser in writing; and

• “Website”means https://flexfit-headwear.com/.

1. ORDER AND ACCEPTANCE
   1. These Conditions shall apply to and form part of all orders and other contracts for the sale or supply
      of the Products by Flexfit to the Purchaser and these Conditions apply to the exclusion of any other
      terms and conditions that the Purchaser seeks to impose or incorporate, or which are implied by law,
      trade custom, practice or course of dealing. All orders for the Products shall be deemed to be an offer
      by the Purchaser to purchase the Products in accordance with these Conditions.
   2. To place an order via the Website, the Purchaser must
      1. Have an account with Flexfit;
      2. Select the items it wishes to purchase by clicking “add to basket”;
      3. Ensure that the order request meets the minimum order requirement for the same style, size and
         colour (as detailed during the order process);
      4. Not exceed the maximum order quantity of 1,440 pieces; and
      5. Pay for the order at checkout and await receipt of the Order Confirmation. Following receipt of
         payment, Flexfit will dispatch the Products on the timeframe set out by Flexfit and delivery
         will then take place as set out in these Conditions.
   3. To place an order via email:
      1. The Purchaser must contact Flexfit at sales@flexfit-headwear.com setting out the order request;
      2. The Purchaser must ensure that the order request meets the minimum order requirement for the
         same style, size and colour (as detailed during the order process);
      3. Upon receipt of order request, if Flexfit wishes to accept the order, it shall do so by
         responding via email (to the email address from which the original order request was received)
         with an Order Confirmation and the corresponding invoice;
      4. Purchaser must pay the invoice promptly upon receipt (making payment to the bank account
         nominated by Flexfit on the invoice);
      5. Following receipt of payment, Flexfit will dispatch the Products on the timeframe set out by
         Flexfit and delivery will then take place as set out in these Conditions.
   4. Each order by the Purchaser to Flexfit shall be an offer to purchase the Products subject to the
      Contract. The acceptance of orders for the Products shall be at the entire discretion of Flexfit.
      Acceptance of the Purchaser’s order shall become binding on Flexfit only when Flexfit has confirmed in
      writing that it has accepted the order in the form of an Order Confirmation.
   5. When Flexfit has accepted the order, the order cannot be cancelled or amended, except by Flexfit. If
      Flexfit cancels the order, the Purchaser will receive a refund for any amounts already paid, less any
      non-refundable costs incurred by Flexfit in relation to the order prior to cancellation.
   6. Should the Purchaser need to amend an order after Flexfit has accepted the order, and Flexfit accepts
      such amendment (at its sole discretion), a handling fee of €30.00 (£27.00) per carton (maximum of 72
      pieces per carton) will be charged.
   7. A quotation for the Products given by Flexfit shall not constitute an offer. A quotation shall only be
      valid for a period of 14 calendar days from its date of issue.
2. THE PRODUCTS
   1. The images, descriptions and drawings of the Products on Flexfit’s Website are for illustrative purposes
      only and do not form part of the Contract. Although Flexfit have made every effort to display the
      colours accurately, Flexfit cannot guarantee that every computer’s display of the colours accurately
      reflects the colour of the Products. The colour of the Products may vary slightly from those images.
      Flexfit reserves the right to amend the Specifications of the Products if required by any applicable
      statutory or regulatory requirement.
   2. Any samples, drawings, descriptive matter or advertising produced by Flexfit and any descriptions or
      illustrations contained in Flexfit’s catalogues or brochures are produced for the sole purpose of giving
      an approximate idea of the Products referred to in them. They shall not form part of the Contract nor
      have any contractual force.
   3. In the event that the Products received by the Purchaser are delivered in a damaged or defective
      condition, the Purchaser shall notify Flexfit of this in writing within 5 Business Days of discovery of
      the default or damage. Following receipt of this notification, Flexfit may ask the Purchaser to return
      the Products to Flexfit at the Purchaser’s cost for examination. If, following an examination of the
      Products, Flexfit is satisfied (acting reasonably) that the defective Products are not in accordance
      with the Specifications or are defective by way of faulty material or workmanship Flexfit will, at its
      option, a) repair or replace the defective Products; or b) refund the Price of the defective Products in
      full (whether as a monetary refund or a credit).
   4. Flexfit will not be liable for any harm caused by damaged or defective Products if:
      1. The Purchaser makes any further use of the Products after giving notice to Flexfit as set out in
         clause 2.3 above;
      2. The defect arises as a result of Flexfit following any drawing, design or specification supplied
         by the Purchaser;
      3. The Purchaser alters or repairs the Products without Flexfit’s written consent;
      4. The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal
         storage or working conditions;
      5. The Products differ from their description or Specification as a result of changes made to
         ensure they comply with applicable statutory or regulatory requirements.
   5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent
      permitted by law, excluded from the Contract.
   6. These Conditions also apply to any repaired or replacement Products supplied by Flexfit to the
      Purchaser.
3. INTELLECTUAL PROPERTY RIGHTS
   1. By placing an order, the Purchaser warrants, represents and undertakes that:
      1. It is the legal and beneficial owner of the Marks throughout the world and has all rights and
         interests in the Intellectual Property Rights subsisting in the Marks necessary for Flexfit to
         produce the Products;
      2. It has the full capacity and authority to enter into the Contract and to make the grant
         contained in these Conditions;
      3. Exploitation by Flexfit of the Marks anywhere in the world shall not infringe the Intellectual
         Property Rights or any other rights of any third party, including any right of confidentiality
         or privacy;
      4. The Marks do not contain any obscene, blasphemous or defamatory matter.
   2. Purchaser grants to Flexfit a non-exclusive, global, and royalty-free licence to use the Marks on and in
      relation to the Products, including (but not limited to) use in the production and sale of the
      personalised/custom Products in compliance with the Contract.
   3. The Purchaser shall leave in position and not cover, deface or erase any notices or other marks
      (including serial numbers and notices that a patent, trade mark, design or copyright relating to the
      products is owned by Flexfit or a third party) which Flexfit may place on or affix to the Products.
   4. The Purchaser agrees to indemnify, defend, and hold Flexfit, and its respective assigns, harmless from
      and against any loss, damage, debt, cost or expense (including, but not limited to, court costs and
      reasonable attorneys’ fees) that Flexfit and its assigns may suffer or incur: i) as a result of any
      breach or alleged breach or non-performance of the warranties and undertakings at clause 3 above; or ii)
      otherwise arising out of or in connection with Flexfit’s use of the Marks in accordance with the
      Contract.
4. PRICES AND PAYMENT
   1. Flexfit will supply the Products to the Purchaser at the Price. Unless otherwise stated in writing, the
      Price is exclusive of delivery charges, insurance charges, VAT and other applicable taxes, duties or
      levies all of which are payable by the Purchaser in addition to the Price.
   2. Flexfit takes all reasonable care to ensure that any advertisement of Product pricing on the Website is
      accurate but, in the unlikely event that the advertised price of a Product is incorrect, and Purchaser
      requests to place an order for Products on the basis of the erroneous advertised price:
      1. If the Product’s correct price at the order date is higher than the erroneous price stated on
         the Website, the Purchaser will be contacted to decide if they wish to proceed with the order
         for the correct price; or
      2. If the Product’s correct price at the order date is lower than the erroneous price stated on the
         Website, the Purchaser will be refunded, and the order request will not be confirmed.
   3. Prices for Flexfit’s Products may change from time to time, but changes will not affect any order
      already accepted (as evidenced by the Order Confirmation), except where the increase in the Price of the
      Products is to reflect any increase in the cost of the Products that is due to:
      1. Any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in
         taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. Any delay caused by any instructions of the Purchaser or failure of the Purchaser to give
         Flexfit adequate or accurate information or instructions.
   4. For orders placed via the Website, Flexfit accepts payment made by any of the permitted methods
      specified on the Website from time to time. For orders placed via email, Purchaser must make payment for
      the Products via bank transfer (making payment to the bank account nominated by Flexfit on the invoice).
      The Purchaser must pay for the Products before Flexfit dispatches them. Payment shall be construed as
      being received at the time that Flexfit’s bankers receive the cleared funds from the Purchaser’s
      bankers.
   5. The time of payment shall be of the essence for any order or other contract to which these Conditions
      apply. Payment shall be made by the Purchaser in GBP, USD or EUR as set out in the Order Confirmation.
      Payment will be in advance of delivery.
   6. In no event shall the Purchaser be entitled to make any deduction from any payment for an order due to
      Flexfit in respect of any set-off or counterclaim.
   7. Flexfit shall be entitled to allocate payments received from the Purchaser against any invoice issued to
      the Purchaser that is due for payment.
5. RETAIL
   1. For the EU domestic market, Flexfit generally publishes suggested or recommended retail prices for its
      products (SRPs or RRPs). The Purchaser is, however, entirely free to resell the Products at whatever
      price it considers appropriate.
6. DELIVERY
   1. The Products shall be at the Purchaser’s risk from delivery. Delivery shall take place at the delivery
      location set out in the Order Confirmation. The Purchaser shall ensure that Flexfit is granted
      sufficient access to the agreed delivery location to enable the completion of the delivery, as
      reasonably required by Flexfit.
   2. Any delivery dates requested by the Purchaser or estimated by Flexfit are approximate only and time of
      delivery shall not be of the essence, nor may the Purchaser make it so without Flexfit’s prior written
      agreement. Flexfit will use its reasonable endeavours to deliver in accordance with the delivery
      schedule communicated by Flexfit.
   3. Flexfit shall be entitled to deliver the Products by instalments and in such case each instalment shall
      constitute a separate contract and any failure or defect in delivery of any one or more instalments
      shall not entitle the Purchaser to repudiate the Contract as a whole nor to cancel any subsequent
      instalment.
   4. The Purchaser must inspect the Products upon delivery and inform Flexfit in writing within 5 Business
      Days of any Products which are delivered in a damaged or defective state or of any shortfall in the
      quantity of any delivery. Any shortfall in the quantity of Products delivered from that stated in any
      contract to which these Conditions apply shall not give rise to a claim for damages for breach of
      contract solely as a result of such shortfall, but the Purchaser shall only be obliged to pay at the
      contract rate for the quantity of Products delivered.
   5. Non-delivery must be reported by the Purchaser by telephone within 48 hours of the agreed date of
      delivery and confirmed in writing within 5 Business Days of the agreed date of delivery.
   6. If Flexfit fails to deliver the Products, Flexfit’s liability is limited to the cost of the Price of the
      non-delivered Products. However, Flexfit will not be liable to the extent that any failure to deliver
      was caused by: a) an event outside Flexfit’s control; b) the Purchaser failing to accept delivery or to
      comply with its obligations surrounding delivery (including but not limited to Purchaser’s failure to
      make the delivery location available to Flexfit as required), or to provide adequate delivery
      instructions or any other instructions that are relevant to the supply of Products; c) an event of Force
      Majeure.
   7. If Flexfit fails to deliver the Products, Flexfit’s liability is limited to the cost of the Price of the
      non-delivered Products. However, Flexfit will not be liable to the extent that any failure to deliver
      was caused by: a) an event outside Flexfit’s control; b) the Purchaser failing to accept delivery or to
      comply with its obligations surrounding delivery (including but not limited to Purchaser’s failure to
      make the delivery location available to Flexfit as required), or to provide adequate delivery
      instructions or any other instructions that are relevant to the supply of Products; c) an event of Force
      Majeure.
      1. either effect delivery at the Purchaser’s expense by whatever means it thinks most appropriate
         or arrange storage and insurance at the Purchaser’s risk and expense pending delivery (and the
         Purchaser shall pay all costs and expenses incurred by Flexfit in doing so);
      2. upon giving the Purchaser 24 hours prior notice and the option to accept delivery within that
         timescale, dispose of the non-personalised Products or part of them without prejudice to any
         other rights Flexfit may have against the Purchaser for breach of contract or otherwise.
7. RETURN OF PRODUCTS
   1. The Purchaser shall have no right to require Flexfit to take back and to give credit or refund for
      non-defective Products delivered to the Purchaser in accordance with clause 6.1.
   2. In the event of faulty or defective Products, the Purchaser shall follow the process set out at clause
      2.3 above.
   3. Flexfit cannot be held responsible for lost returns (save where lost by Flexfit).
8. SAMPLES
   1. CUSTOM PROGRAM SAMPLE COSTS – UK/EU PRODUCTION. If the Purchaser selects our UK/EU Production
      route, the following shall apply:
      1. A set up charge of EUR 30.00 (GBP £27.00) plus VAT at the current rate (where applicable) will be charged per design. The Purchaser will receive a CAD graphic of each proposed design for review and approval (the CAD graphic sample shall be sent to the email address provided by the Purchaser).
      2. If, following receipt of the CAD graphic design, the Purchaser wishes to request a physical sample of a design, or multiple designs, each physical sample will be charged at an additional cost of EUR 30,00 (GBP £27.00) plus VAT at the current rate (where applicable);
      3. If a bulk order of a sample design is placed, the Purchaser shall be entitled to receive a credit against the bulk order invoice for the cost of any CAD graphic samples and/or physical samples paid for by the Purchaser. This will show as a credit on the bulk order invoice.
      4. If the Purchaser does not place a bulk order following receipt of a sample design (whether CAD graphic sample or physical sample), there will be no credit or refund of the sample costs paid.
      5. Once an order is placed, it cannot be cancelled. Products may only be returned to Flexfit where products are faulty/non-conforming (see clause 2.3).
   2. CUSTOM PROGRAM SAMPLE COSTS – NON-UK/NON-EU PRODUCTION. If the Purchaser selects our non-UK/non-EU Production route, the following shall apply:
      1. A set up charge of US$ 400 plus VAT at the current rate (where applicable) will be charged per design. The Purchaser will receive a CAD graphic and a physical sample of each proposed design for review and approval (the CAD graphic sample shall be sent to the email address provided by the Purchaser and the physical sample shall be sent to the physical location nominated by the Purchaser).
      2. If a bulk order of a sample design is placed, the Purchaser shall be entitled to receive a credit against the bulk order invoice for the cost of the samples paid for by the Purchaser. This will show as a credit on the bulk order invoice.
      3. If the Purchaser does not place a bulk order, there is no refund following receipt of a sample design, there will be no credit or refund of the sample costs paid.
      4. Once an order is placed, it cannot be cancelled. Products may only be returned to Flexfit where products are faulty/non-conforming (see clause 2.3).
9. FORCE MAJEURE
   1. If Flexfit is prevented from fulfilling any order or contract or otherwise fulfilling its obligation within a reasonable time by Force Majeure, it will notify the Purchaser of the delay. Flexfit shall be under no liability to the Purchaser and shall be entitled to extend the time or times for delivery or otherwise performing such contract for so long as such cause of prevention or delay shall continue. The Purchaser shall remain bound by its obligations under these Conditions during any Force Majeure event.
10. LIMITATION OF FLEXFIT’S LIABILITY
    1. Flexfit’s liability (if any) whether in contract, tort (including, without limit, negligence) or otherwise in respect of any defect in the Products, or for any breach of these Conditions, or of any duty owed to the Purchaser in connection with them shall be limited to the amount of the Price of the Products to which the liability relates to.
    2. Subject to clauses 6.6 and 10.1, Flexfit will under no circumstances be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Conditions for:
       1. Any delays in delivery;
       2. Any minor variations in colour, texture, shade and/or general appearance of the Products;
       3. Any loss of profit or goodwill suffered or incurred by the Purchaser or any third parties;
       4. The cost of substitute Products;
       5. Loss of business opportunity;
       6. Loss of anticipated savings;
       7. Loss of goodwill;
       8. Any indirect or consequential loss.
    3. For the avoidance of doubt, nothing in these Conditions shall exclude or restrict Flexfit’s liability:
       1. For any fraudulent misrepresentation made to the Purchaser on which the Purchaser relied in entering into any contract made under these Conditions;
       2. In relation to any statutory implied conditions as to title in the Products;
       3. To any person for death or personal injury to that person resulting from Flexfit’s negligence;
       4. Under consumer protection legislation to a person who has suffered physical injury caused wholly or partly by a defect in the Products or to a dependent or relative of such a person.
11. GENERAL
    1. No right or licence is granted to the Purchaser under any patent, trade mark, copyright, registered design or other Intellectual Property Right except the right to use or resell the Products.
    2. The Purchaser shall keep confidential at all times any and all Confidential Information received from Flexfit, whether or not it is marked as “Confidential”. This obligation shall not however apply to Confidential Information which is in or, without breach of this obligation, comes into the public domain or which is already in the Purchaser’s possession without obligation of confidence.
    3. The Purchaser may not assign or transfer or purport to assign or transfer any contract to which these Conditions apply or the benefit thereof to any person whatsoever. These Conditions shall not confer any benefit upon any person who is not a party to the Contract between Flexfit and the Purchaser.
    4. The Contract shall constitute the entire agreement between Flexfit and the Purchaser and any modification to the Contract will be binding only if it is evidenced in writing, signed by a Director of Flexfit and such evidence contains a specific reference to these Conditions being modified. The Purchaser confirms that in entering into its Contract with Flexfit it has not relied upon any matter not set out in these Conditions and acknowledges that, except in relation to fraudulent misrepresentation, Flexfit shall not have any liability for pre-contractual statements, representations or similar.
    5. Each of the above provisions and the separable parts thereof shall be construed as independent and standing on its own. Should any part of these Conditions become partially or totally invalid or for any reason unenforceable it shall be deemed deleted and none of the other provisions or parts thereof shall be invalidated or affected in any way and shall remain in full force and effect.
    6. A failure by either Flexfit or the Purchaser to enforce any right conferred upon it by these Conditions shall not be deemed to be a waiver of such right or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
    7. If one party needs to give a formal notice to the other, it shall do so in writing, sent by:
       1. International courier (if to or from a non-UK address) or prepaid first class post (if to and from a UK address) to the recipient’s registered office address or, alternatively, to the recipient’s address set out on its most recent Order Confirmation, which will be deemed to have been served on the second day after the date of posting; or
       2. By email to the recipient’s email address set out on the most recent Order Confirmation, which will be deemed to have been served immediately.
    8. To the extent that Purchaser shares any personally identifiable information with Flexfit, such information shall be processed in accordance with Flexfit’s Privacy Policy, as available via the Website.
    9. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply and no person other than the Purchaser or Flexfit shall have any right under that Act to enforce any term of the contract of sale.
    10. Any contract to which these Conditions apply (and these Conditions themselves) shall be governed by English Law and subject to the exclusive jurisdiction of the English Courts.