1.1 These Terms, together with Dress Green’s quotation, sales confirmation, or project agreement, constitute the entire agreement between the parties concerning the subject matter hereof. In the event of any conflict between documents, the mutually signed quotation or project agreement shall prevail over these standard terms or any customer purchase order.

1.2 No terms or conditions other than those stated herein—including any terms contained in the Customer’s purchase order, shipping release forms, or elsewhere—shall be binding upon Dress Green unless explicitly agreed to in writing and signed by an authorized representative of Dress Green.

2.1 Revision Cap: The standard quotation includes one (1) initial design layout, one (1) physical sample, and a maximum of one (1) round of minor fine-tuning (limited strictly to minor adjustments such as logo placement tweaks or standard color swaps that do not involve structural pattern changes) leading to the final sample approval.

2.2 Excessive Revisions & Fees: If revisions exceed the permitted one (1) round of fine-tuning after the sample is made, or if the Customer requests major structural redraws or a complete re-prototyping, additional design and administrative fees will apply. Dress Green will provide a written quote and obtain the Customer’s written approval prior to commencing billable extra rounds.

2.3 Samples & R&D: Upcycling involves research, development, and sample-making processes. Unless modified by written agreement, bulk unit prices and specifications shall be governed by the approved pre-production sample and final artwork.

3.1 Customer Self-Tagging & Shipping: The Customer shall ship used uniforms in accordance with Dress Green’s submission guidelines. Dress Green shall not be liable for cutting errors or discrepancies resulting from improper or missing Customer tagging.

3.2 Natural Characteristics of Second-Hand Fabrics: Upcycled products are crafted from second-hand or retired textiles. Inherent characteristics such as minor shade variations, normal wear marks, fading, or light fabric stiffness shall not be deemed product defects. However, this does not exclude Dress Green’s liability for structural safety defects, material failure resulting from processing negligence, or products that substantially deviate from approved samples.

3.3 Remaining Fabric Disposal & Material Return: Unusable scrap materials and leftover fabric fragments resulting from the cutting and production process will be returned to the Customer alongside the final delivery by default, with all associated packaging and shipping costs borne by the Customer. If the Customer opts for Dress Green to process, eco-sort, and recycle the remaining scrap materials on their behalf, a Recycling & Eco-Sorting Handling Fee will apply. Upon completion of the recycling process, Dress Green will issue an accompanying Recycling Impact Report detailing the volume and disposition of the processed materials.

4.1 Dress Green reserves the right to allocate production resources and manufacturing methods. Projects will be supervised by Dress Green and manufactured or assembled by partnered local tailors, social enterprise workshops, or designated subcontractors operating under standardized SOPs and applicable labor and environmental standards. Dress Green shall ensure subcontractors maintain appropriate confidentiality regarding client-supplied brand assets.

5.1 Price Integrity: Nothing set forth in the Customer’s purchase order shall modify or amend quoted prices, quantities, or scope of products unless agreed to in writing by Dress Green prior to production.

5.2 Payment Schedule:

• B2B Corporate Projects: Standard payment requires a 50% deposit upon quotation confirmation or order placement to secure the production schedule, with the remaining 50% balance payable prior to delivery or per the payment terms specified on Dress Green’s standard invoice. Any request for modified deposit terms (such as a lower initial deposit to comply with enterprise procurement framework requirements) must be formally submitted and approved in writing by Dress Green prior to quotation issuance or signing. Where a reduced deposit is approved, production scheduling will only be officially locked upon receipt of a countersigned quotation alongside an official Corporate Purchase Order (PO) or binding procurement agreement.
• B2C Personal Projects: Full payment (100%) is required prior to final artwork confirmation and the processing of used garments.

5.3 Late Payments: Any payment past due shall accrue interest at the rate of 8% per annum or the maximum rate permitted by applicable Hong Kong law (whichever is lower), calculated daily from the due date until full payment is received. Dress Green reserves the right to suspend deliveries or terminate ongoing services until overdue amounts are settled.

6.1 Lead Time & Approval Delays: Dress Green’s quoted delivery schedule represents its best operational estimate based on current production capacity. While time is not strictly of the essence unless expressly agreed in writing, Dress Green shall use reasonable commercial efforts to meet quoted dates. Delays caused by the Customer’s internal decision-making, artwork approvals, or sample sign-offs will automatically extend the final delivery lead time accordingly.

6.2 Scope of Delivery Services & Free Delivery Threshold:

• Free Delivery Eligibility: Complimentary local delivery to a single destination in Hong Kong is offered for net order amounts of HK$4,000 or above.
• Free Delivery Allocation (Max. 2 Shipments): Where eligible, complimentary delivery is strictly capped at a maximum of two (2) total shipments per project:
  • One (1) sample pre-production delivery; and
  • One (1) final mass production delivery.
• Orders Under HK$4,000 or Additional Shipments: For orders under HK$4,000 net, partial/split deliveries exceeding the 2 free allocations, or non-standard dispatch requests, deliveries will be arranged via Freight Collect or by Customer Self-Pick-Up from Dress Green’s designated office/facility.

6.3 Transport of Customer-Supplied Materials: All logistics, packaging, transit insurance, and delivery costs associated with transferring raw materials, surplus fabrics, or client-supplied garments from the Customer’s location to Dress Green’s facility are borne entirely by the Customer.

6.4 Delivery Schedule, Location & Receipt:

• Standard Operating Hours: Delivery services are available Monday to Friday during standard business hours (excluding Hong Kong Public Holidays).
• Delivery Address & Updates: Products will be delivered to the primary location specified in the approved quotation. It is the Customer’s responsibility to notify Dress Green in writing immediately of any changes to the delivery address or preferred delivery window prior to dispatch.
• Acceptance & Failed Deliveries: The Customer (or an authorized representative) must inspect and sign for the goods upon arrival. Signing for delivery confirms quantity handover. If the Customer instructs Dress Green or the carrier to leave deliveries unattended, missing or damaged goods shall be at the Customer’s own risk.

6.5 Adverse Weather Conditions: Delivery services will be suspended when a Typhoon Signal No. 8 or above, Red/Black Rainstorm Warning, or severe conditions render transit unsafe. In such events, Dress Green will contact the Customer to reschedule delivery at the earliest mutually available date.

6.6 Title & Risk of Loss: Risk of loss or damage to Products passes to the Customer upon actual physical delivery to the Customer or their authorized receiving agent (or upon handover to the Customer’s designated carrier, if applicable). Legal title to the Products passes to the Customer only upon full receipt of payment.

7.1 Intellectual Property: All product patterns, CAD vector templates, Tech Packs, and modular design frameworks developed by Dress Green during the provision of services shall remain the exclusive intellectual property of Dress Green, subject to a non-exclusive license granted to the Customer for the use of the delivered products.

7.2 Publicity Rights: Dress Green shall obtain the Customer’s prior written consent (which may be general or project-specific) before using the Customer’s name, logo, or project photographs for marketing or promotional publicity.

7.3 Impact Metrics & Data Usage: Upon project completion, Dress Green will provide standard sustainability data—specifically upcycled material weight (kg) and beneficiary social working hours—for the Customer’s internal reporting and external marketing communications. Formal third-party verified carbon-saving (CO₂e reduction) calculations or customized impact audit reports are not included in standard projects and are available as an add-on service upon request for an additional fee.

8.1 Dress Green shall not be liable for any failure or delay in performance if such delay is due directly or indirectly to events beyond its reasonable control.

8.2 Force Majeure events include, but are not limited to: Acts of God, fire, floods, extreme weather, earthquakes, strikes, lockouts, labor disputes, civil unrest, war, epidemics, quarantines, government restrictions, embargoes, delays or shortages in transportation, power outages, supplier raw material shortages, or any other acts beyond Dress Green’s reasonable control.

9.1 Exclusion of Indirect Damages: To the maximum extent permitted by law, Dress Green shall not be liable to the Customer for any special, indirect, incidental, punitive, exemplary, or consequential damages of any kind, including loss of profit, revenue, anticipated savings, or business interruption.

9.2 Cap on Liability: Except for liability for fraud, willful default, or death/personal injury caused by negligence (which cannot legally be excluded), Dress Green’s total aggregate liability arising out of or in connection with this agreement shall in no event exceed the actual, direct, and proven price paid by the Customer under the specific project.

10.1 Any modification of these Terms must be in writing and signed or formally confirmed by authorized representatives of both Dress Green and the Customer.

10.2 If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

11.1 These Terms and any related agreements shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

11.2 Both parties submit to the exclusive jurisdiction of the courts of Hong Kong for any disputes arising herefrom.

12.1 Customer Material Warranty: The Customer warrants and represents that all used uniforms, fabrics, or brand assets provided to Dress Green are lawfully obtained and do not infringe any third-party intellectual property rights. The Customer shall indemnify Dress Green against any third-party claims arising from a breach of this warranty.

12.2 Inspection and Acceptance: The Customer shall inspect the delivered products within seven (7) working days of receipt and notify Dress Green in writing of any obvious defects or discrepancies. Failure to notify within this period shall constitute deemed acceptance of the products, without prejudice to latent defects.