Terms Of Sale

Attention is drawn to the terms and conditions set out below.

FF HEADWEAR (EMEI) LIMITED “FFH” – 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 FF Headwear’s liability). They are binding upon all purchasers and govern all orders and contracts for the sale or supply of all products by FF Headwear.

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 FFH and the Purchaser for thesaleand purchase of theProductsincorporating theseConditionsand the Order Confirmation, and including any personalised product specifications requested by the Purchaser and accepted by FFH upon the issuance of an Order Confirmation;
  • FFH” 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 FFH, 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 FFH to the Purchaser signifying the Contract between the Purchaser and FFH and including the details of the Products, the Price and delivery details;
  • Price” means the price of the Products as agreed between FFH and the Purchaser as set out in the Order Confirmation;
  • Products” means the products sold or supplied by FFH 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 FFH;
  • Specifications” means the technical details supplied in connection with the Products as agreed between FFH 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 FFH 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 FFH;
      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, FFH will dispatch the Products on the timeframe set out by FFH and delivery will then take place as set out in these Conditions.
    3. To place an order via email:
      1. The Purchaser must contact FFH at [email protected] 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. The Purchaser must not exceed the maximum order quantity of 1,440 pieces;
      4. Upon receipt of order request, if FFH 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;
      5. Purchaser must pay the invoice promptly upon receipt (making payment to the bank account nominated by FFH on the invoice);
      6. Following receipt of payment, FFH will dispatch the Products on the timeframe set out by FFH and delivery will then take place as set out in these Conditions.
    4. Each order by the Purchaser to FFH 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 FFH. Acceptance of the Purchaser’s order shall become binding on FFH only when FFH has confirmed in writing that it has accepted the order in the form of an Order Confirmation.
    5. When FFH has accepted the order, the order cannot be cancelled or amended, except by FFH. If FFH cancels the order, the Purchaser will receive a refund for any amounts already paid, less any non-refundable costs incurred by FFH in relation to the order prior to cancellation.
    6. Should the Purchaser need to amend an order after FFH has accepted the order, and FFH 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 FFH 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 FFH Website are for illustrative purposes only and do not form part of the Contract. Although FFH have made every effort to display the colours accurately, FFH 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. FFH 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 FFH and any descriptions or illustrations contained in FFH’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 FFH of this in writing within 5 Business Days of discovery of the default or damage. Following receipt of this notification, FFH may ask the Purchaser to return the Products to FFH at the Purchaser’s cost for examination. If, following an examination of the Products, FFH 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 FFH 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. FFH 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 FFH as set out in clause 2.3 above;
      2. The defect arises as a result of FFH following any drawing, design or specification supplied by the Purchaser;
      3. The Purchaser alters or repairs the Products without FFH’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 FFH 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 FFH 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 FFH 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 FFH 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 FFH or a third party) which FFH 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 FFH 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 FFH’s use of the Marks in accordance with the Contract.
  4. PRICES AND PAYMENT
    1. FFH 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. FFH 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 FFH’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 FFH adequate or accurate information or instructions.
    4. For orders placed via the Website, FFH 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 FFH on the invoice). The Purchaser must pay for the Products before FFH dispatches them. Payment shall be construed as being received at the time that FFH’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 FFH in respect of any set-off or counterclaim.
    7. FFH 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, FFH 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 FFH is granted sufficient access to the agreed delivery location to enable the completion of the delivery, as reasonably required by FFH.
    2. Any delivery dates requested by the Purchaser or estimated by FFH are approximate only and time of delivery shall not be of the essence, nor may the Purchaser make it so without FFH’s prior written agreement. FFH will use its reasonable endeavours to deliver in accordance with the delivery schedule communicated by FFH .
    3. FFH 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 FFH 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 FFH fails to deliver the Products, FFH’s liability is limited to the cost of the Price of the non-delivered Products. However, FFH will not be liable to the extent that any failure to deliver was caused by: a) an event outside FFH’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 FFH 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 the Purchaser fails to accept delivery of the Products, FFH may:
      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 FFH 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 FFH may have against the Purchaser for breach of contract or otherwise.
  7. RETURN OF PRODUCTS
    1. The Purchaser shall have no right to require FFH 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. FFH cannot be held responsible for lost returns (save where lost by FFH).
  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 FFH 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 FFH where products are faulty/non-conforming (see clause 2.3).
  9. FORCE MAJEURE
    1. If FFH 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. FFH 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 FF HEADWEAR’S LIABILITY
    1. FFH’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, FFH 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 FFH’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 FFH’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 FFH and the Purchaser.
    4. The Contract shall constitute the entire agreement between FFH and the Purchaser and any modification to the Contract will be binding only if it is evidenced in writing, signed by a Director of FFH and such evidence contains a specific reference to these Conditions being modified. The Purchaser confirms that in entering into its Contract with FFH it has not relied upon any matter not set out in these Conditions and acknowledges that, except in relation to fraudulent misrepresentation, FFH 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 FFH 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 FFH, such information shall be processed in accordance with FFH’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 FFH 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.

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