General Terms of Sale of Tailorlux GmbH

(Last updated: January 2021)

These General Terms and Conditions shall only apply if the business partner is a company in the sense of Sec. 14 BGB (German Civil Code), a legal entity under public law, or a public law special fund.

The other regulations of Sections 305-310 BGB shall apply.

1. Our offers are non-binding. The contract shall only come into force upon our order confirmation or upon our completion of the order.

2. Deviations from these Conditions of Sale shall require our express written recognition. We will only recognize conditions of the purchaser that contradict or deviate from our General Conditions of Sale if we had agreed to such conditions expressly in writing. Our General Terms of Sale shall also apply if we complete deliveries to the purchaser unconditionally, with awareness of the purchaser’s conditions that contradict or deviate from our delivery and payment conditions.
Individual agreements concluded in the specific case with the purchaser (including ancillary agreements, supplements and amendments) shall always take precedence over these Conditions of Sale. A written contract or our written confirmation shall be decisive for the content of such agreements, unless evidence is provided to the contrary.

3.1. Unless otherwise agreed in writing, our prices are considered ex works and do not include packaging or the current valid VAT. Costs for packaging will be invoiced separately. Unless specialized packaging has been agreed to, goods are packaged in standard packaging.

3.2. Unless otherwise agreed in writing, payment of the purchase price or performance shall be due immediately. Discounts are only permitted with a separate written agreement.

3.3. Offsetting with other claims besides claims that are undisputed or have been deemed valid in a court of law, and exercising the right to refuse performance or right of retention against purchase price claims shall require our approval.

3.4. (If no fixed prices have been agreed, then we reserve the right to change prices appropriately due to changed wage, material and distribution costs for deliveries. If we increase or decrease our general prices to a reasonable extent in the time between when the contract is concluded and the delivery, then the price valid on the delivery date shall be used. If the price increases, the purchaser is entitled to withdraw from the contract within 14 days after being notified of the price increase.

3.5. In case of legitimate doubt in the solvency of the purchaser, in particular if the purchaser is in default of payment, then we can demand advance payment or securities for further deliveries, conditional on other claims, and revoke any payment terms that have been granted.

4. Deviations from product information are permitted if they are insignificant or unavoidable, despite proper diligence.

5. If, in case of contract processing, the delivered quantity deviates slightly from the order quantity due to the production process, then the delivered quantity shall be the contractual object.

6. We provide application engineering consulting to the best of our ability based on our research and experiences. All information regarding the suitability and applicability of our goods, however, is non-binding, and does not release the purchaser from their responsibility to complete their own reviews. The purchaser is responsible for observing statutory and official regulations in using our goods.

7.1. Before placing an initial order for the item, the purchaser must grant written approval for a sample delivered in advance by the seller. If an order is placed for an item without this written approval, then this circumstance shall be considered implied approval of the item with the existing quality features. Such deliveries without prior approval shall always be made solely and exclusively at the risk of the purchaser. In this respect, they are excluded from the warranty.

7.2. Complaints due to material defects, incorrect deliveries and quantity deviations must be asserted promptly and in writing when the user becomes aware of the issue, if it could be discovered through reasonable investigations, and at the latest 14 days after receiving the goods.

7.3. If the complaint is justified, we will send goods to make up for any missing quantities or exchange goods. If it is not possible to exchange goods, or if a replacement delivery is defective, then we will either take back the goods or grant a pricing discount, at the discretion of the purchaser.

7.4. If detectability of delivered goods is the object of the contract, then the seller only owes this in accordance with 7.1. Detectability is furthermore only ensured with the measuring equipment provided by the seller and under the agreed quality standards. If the purchaser waives verification of detectability during its production process, then the purchaser shall not provide any guarantee for detectability.

8. Claims for damages by the purchaser resulting from a simply negligent violation of our contractual or statutory obligations are excluded. Liability for personal injuries under the Product Liability Act remains unaffected.

9. If goods are shipped at the purchaser’s request, then the risk of accidental destruction or accidental deterioration of the goods shall be transferred to the purchaser when goods are sent to the purchaser, and at the latest when goods leave our plant/warehouse. This applies regardless of whether goods are sent from the place of fulfillment or who bears the freight costs. The purchaser must assert complaints due to damage in transit directly against the transportation company within the provided special terms. The purchaser is free to conclude transportation and other insurance policies.

10.1. In order for the delivery term we indicate to begin, the purchaser must fulfill its obligations promptly and properly. We reserve the right to object if the Agreement is not fulfilled.

10.2. If the purchaser is in default of acceptance, or if it culpably violates its other cooperative obligations, we shall be entitled to demand reimbursement of any damages we incur in this regarding, including any additional expenses. We reserve the right to assert further claims. If the above requirements have been fulfilled, the risk of accidental loss or accidental deterioration of the purchased products, shall be transferred to the purchaser at the time it falls into default of acceptance or payment.

10.3. If a delivery is delayed and this is not due to any intentional action or gross negligence on our part, then we shall be liable for lump sum default damages for each full month of the delay amounting to 1 % of the value of the delivery, and not more than a total of 10 % of the value of the delivery.

10.4. War, strikes, pandemics, lockouts, raw materials and energy deficits, traffic and unavoidable operating disruptions, orders from higher authorities – including insofar as they make it non-economical to carry out the transaction in question in the foreseeable future – and all other cases of force majeure, including those experienced by our suppliers, shall free us from our delivery obligation for the duration of the disruption and to the extent of its effects. Such events shall entitle us to withdraw from the agreement in whole or in part, without the purchaser having any right to claims for damages.

10.5. Further statutory claims and rights of the purchaser due to a delayed delivery shall remain unaffected.

11.1 We shall reserve ownership of the delivered goods as long as we are still entitled to receivables from the current business relationship with the purchaser. We shall also reserve ownership of the delivered goods as long as we are still entitled to receivables from the future business relationship with the purchaser.

11.2 The purchaser is entitled to dispose of goods owned by us for delivery to it in the normal course of its business activities, as long as it fulfills its obligations towards us in relation to the business relationship promptly.

11.3 When our goods are processed by the purchaser, we are considered the manufacturer and we obtain ownership of the newly produced goods. If goods are processed alongside other materials, then we will obtain co-ownership in relationship to the invoice value of our goods to the other materials. If our goods are mixed or combined with goods of the purchaser’s and are considered the primary goods, then this co-ownership of the goods in relationship to the invoice value of our goods to the invoice or – if there is no such invoice – to the market value of the primary goods shall be transferred to us. The purchaser shall be considered a custodian in such cases.

11.4 If the purchaser falls into default of payment, we are entitled to request the provisional delivery of goods in our possession even without exercising withdrawal and without providing any grace period, at the cost of the purchaser.

11.5 The purchaser hereby already assigns all receivables resulting from the sale of goods to which we hold ownership rights to us in the extent of our share in ownership of the sold goods.

11.6 Upon request by us, the purchaser must provide all necessary information regarding inventories of the goods in our possession and regarding the receivables assigned to us in accordance with Sec. 11.5, as well as to inform its purchasers of the assignment.

11.7 If the value of the securities exceeds our receivables by more than 25 percent, we will release the security at our own discretion upon request by the purchaser.

12.1. This Agreement and all legal relationships between the parties shall be subject to the law of the Federal Republic of Germany, excluding the UN Convention on the International Sale of Goods.

12.2. The place of fulfillment and exclusive place of jurisdiction for all disputes arising from this Agreement is our headquarters, unless otherwise indicated in the order confirmation.

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D-48161 Münster