General Terms and Conditions of OUTFIT GmbH
Please note: This English translation is provided for your convenience only. In the event of any discrepancy or conflict between the English and the German version, the German version shall prevail and be legally binding.
I. Scope of Application
1. These General Terms and Conditions apply to the business relationship between OUTFIT GmbH, Beim Kupferhammer 5, D-72070 Tübingen (hereinafter "OUTFIT") and its customers, in particular to all contracts for deliveries and services provided by OUTFIT. They regulate, in particular, the formation of the contract between OUTFIT and a customer, the execution of concluded contracts, and the reciprocal rights and obligations.
2. The offer of OUTFIT as well as these Terms and Conditions are directed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a transaction, acts in the exercise of their commercial or independent professional activity. Consumers are not part of OUTFIT's customer base.
3. These General Terms and Conditions apply exclusively. OUTFIT does not recognize deviating conditions of the customer unless OUTFIT has expressly agreed to their validity in writing.
II. Provider and Contractual Partner
The provider of the website outfit.de and the contractual partner of the customer is:
Outfit GmbH
Beim Kupferhammer 5
D-72070 Tübingen
Tel. +49 (0) 7071 93570
info@outfit.de
www.outfit.de
Managing Directors: Sabine Heft, Chahin Hatam
Registered Office: Tübingen
Register Court: District Court (Amtsgericht) Stuttgart
Registration Number: HRB 381477
VAT Identification Number: DE 160 330 456
III. Conclusion of Contract and Obligations for Clothing Rental
1. Contract conclusion for adaptation, manufacturing, and/or delivery of clothing for permanent acquisition by the customer OUTFIT offers customers the opportunity to request the adaptation, manufacturing, and/or delivery of items for corporate clothing for permanent acquisition. The conclusion of the contract is based on the following provisions:
a. The presentation of products on the website does not constitute a binding offer. The same applies to other advertising materials such as brochures, catalogs, etc.
b. The customer may inquire about the availability of one or more products. Sending an inquiry does not constitute a binding offer by the customer to OUTFIT.
c. Upon receipt of the inquiry, OUTFIT staff will process it. If procurement/creation is possible, the customer will receive a specific offer in text form (e.g., email, letter, or fax).
d. The customer may accept the offer within two weeks of receipt (binding period). The contract is concluded upon receipt of the acceptance by OUTFIT within this period.
2. Contract conclusion for clothing rental, termination, and obligations OUTFIT also offers the option to rent items for corporate clothing.
a. The contract conclusion for rentals follows the same rules as section III.1 of this terms and conditions, with the exception that the binding period for the offer is two business days (Monday to Friday, excluding public holidays in Baden-Württemberg)
b. The rental agreement is generally concluded for a fixed term, meaning for a specified period, so that under statutory provisions only an extraordinary termination is permitted. In the event that an open‑ended rental agreement is concluded with the customer as an exception, the customer may terminate the agreement with a notice period of seven days. The notice period set out in Section 580a of the German Civil Code (BGB) is waived accordingly.
c. The customer agrees to treat the rented clothing with care and return it in full, organized, and in perfect condition. The clothing must be protected from theft and damage beyond normal wear and tear. Modification of the rented clothing is prohibited.
IV. Contract Language and Storage of Contract Text
1. The contract is concluded in the German language.
2. The contract text is stored by OUTFIT but is not accessible to the customer. The customer should archive the offer and acceptance for their own records.
3. The current version of these Terms and Conditions can be viewed and printed at outfit.de at any time.
V. Retention of Title for Delivered Clothing
1. Delivered goods remain the property of OUTFIT until full payment has been received.
2. The customer is obligated to treat the item with due care for as long as ownership has not yet passed to them. As long as ownership has not passed, the customer must notify Outfit in writing without delay if the delivered item is seized or is otherwise subjected to third‑party interference. If the third party is not able to reimburse Outfit for the judicial and extrajudicial costs of legal action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for any resulting loss incurred by Outfit.
3. The customer is entitled to resell the goods in the ordinary course of business, assigning all claims from such resale to OUTFIT up to the amount of the final invoice (including VAT).
4. Outfit undertakes to release the securities to which it is entitled at the customer’s request, insofar as their value exceeds the secured claims by more than 20%.
VI. Violation of Protected Rights by Customer Orders
1. Outfit is not obligated to examine documents, print designs, or similar materials submitted by the customer for potential infringements of third‑party rights, in particular copyrights, personality rights, or trademark rights (hereinafter ‘Third‑Party Rights’). Responsibility for reviewing legality and any potential rights infringements lies solely with the customer. If the customer provides their own design or otherwise influences the product, the customer represents and warrants to Outfit that the submitted documents/information/items are free from Third‑Party Rights. The customer also represents and warrants that the customization of the product does not infringe any other Third‑Party Rights.
2. The customer shall indemnify and hold Outfit harmless from all claims and demands asserted against Outfit on the basis of infringements of Third‑Party Rights, to the extent that such claims arise from circumstances for which the customer is responsible. The customer shall reimburse Outfit for all legal enforcement costs and any other damages incurred in this context.
3. Outfit reserves the right to reject incoming inquiries if it becomes known or there is a suspicion that a proposed print design infringes Third‑Party Rights or violates statutory provisions.
VII. Protected Rights of OUTFIT
1. All rights to drawings, samples, and similar materials provided to the customer by Outfit shall remain with Outfit. These items and documents must be returned to Outfit upon completion of the order.
2. Outfit reserves the right to mark the delivered goods with the company name of Outfit at an appropriate location.
3. VIdeas, concepts, texts, drafts, and designs developed by Outfit may be protected by copyright. The use of copyrighted works outside the purpose contractually agreed upon - particularly the paid or unpaid transfer to third parties - is not permitted without the express written consent of Outfit.
4.Samples are provided solely for inspection and review and are in some cases legally protected. The customer may use the submitted samples for evaluation and is permitted to present them to its own customers and prospects. In doing so, the customer must inform such third‑party customers of any existing legal protection rights and the limited purpose of use.
VIII. Prices and Payment Terms
1. Unless otherwise agreed in the individual case, the prices valid at the time of the order shall apply, ex warehouse, plus statutory VAT.
2. Unless otherwise agreed, the customer shall bear the transport costs for insured shipping from the warehouse when delivery is made to the customer. Any customs duties, fees, taxes, and other public charges shall be borne by the customer.
3. The remuneration for the delivery of clothing purchased by the customer on a permanent basis becomes due upon delivery of the goods. However, for contracts with a delivery value exceeding EUR 500.00, Outfit is entitled to request a down payment amounting to 20% of the purchase price. The remuneration for the rental of clothing likewise becomes due upon delivery of the rented garments.
4.Payment of due claims must be made within 14 days from receipt of the corresponding invoice issued by Outfit. Upon expiry of this payment period, the customer shall be in default. During default, the remuneration shall bear interest at the applicable statutory default interest rate. Outfit reserves the right to assert further damages caused by default. For merchants, the claim to the commercial maturity interest (§ 353 German Commercial Code – HGB) remains unaffected.
5. The customer may set off counterclaims based on material or legal defects of the delivered goods against claims of Outfit only to the extent that the amount asserted for set‑off does not exceed the defect‑related reduction in value of the affected performance or the anticipated costs of subsequent performance or defect rectification. In all other respects, set‑off against claims of Outfit is permissible only with counterclaims that are undisputed or have been finally adjudicated.
6. If, after conclusion of the contract, it becomes apparent that Outfit’s claim to the purchase price is endangered due to the customer’s lack of financial capacity (e.g., by the filing of an application to open insolvency proceedings), Outfit shall be entitled, in accordance with the statutory provisions, to refuse performance and—where applicable, after setting a deadline—to withdraw from the contract (§ 321 German Civil Code – BGB).
IX. Delivery and Return of Rented Clothing
1. Delivery is made from the warehouse to the address provided by the customer.
2. If Outfit accepts the customer’s order, the dispatch of the goods will be arranged within a reasonable time after receipt of the order. In the event of modification or supplementation requests made by the customer, the delivery period shall be extended accordingly.
3. If Outfit is unable to deliver the ordered goods through no fault of its own because its supplier has failed to fulfil its contractual obligations, Outfit shall be entitled to withdraw from the contract with the customer. However, this right of withdrawal exists only if Outfit has concluded a congruent covering transaction with the relevant supplier (i.e., a binding, timely, and sufficient order for the goods) and is not otherwise responsible for the non‑delivery of the goods. In the event of such withdrawal, the customer shall be informed without delay that the ordered product is not available. Any consideration already provided by the customer shall be refunded without delay.
4. If Outfit is prevented from fulfilling a delivery obligation due to the occurrence of unforeseen events affecting Outfit or its suppliers, which Outfit could not avert even with reasonable care under the circumstances—such as force majeure, war, or natural disasters—the delivery period shall be extended by the duration of the hindrance plus a reasonable restart period. Outfit shall inform the customer of the occurrence of such events without delay. The customer’s statutory rights remain unaffected.
5. For rented clothing:
a. The customer undertakes to return the rented clothing in full after the end of the rental period at the customer’s own expense and risk via parcel service. Timely return is deemed to have occurred if the customer hands over the rented clothing to the commissioned parcel service on the business day (including Saturday) following the end of the rental period. If the customer exceeds the agreed rental period, the customer is obligated to pay the agreed daily rental fee to Outfit for each day of the overrun (up to and including the day before the rented clothing is returned). Any damages incurred by Outfit as a result of the delayed return (such as third‑party compensation claims) must be compensated by the customer who returns the items late.
b. The return of the goods must be made in the condition in which they were received, subject to normal wear and tear. Outfit will take care of cleaning the clothing. Missing, damaged, or otherwise depreciated garments will be charged at their current value.
X. Customer Account
Customers have the option of creating a customer account on the website outfit.de. Customers are not permitted to disclose the login credentials for their customer account to third parties. If a customer becomes aware that third parties have obtained knowledge of their login credentials, they are obligated to change their login details without delay. Customers are also required to inform Outfit immediately if there are indications that their customer account has been misused by third parties.
XI. Warranty and Limitation of Liability
1. For the rental of clothing (see Section III.2 of these Terms and Conditions), the strict liability of Outfit as the lessor for defects existing at the time of entering into the contract is excluded. In all other respects, the statutory provisions applicable to the rental of movable property shall apply.
2. For the adjustment, manufacture, and/or delivery of clothing purchased by the customer on a permanent basis (see Section III.1 of these Terms and Conditions), the customer’s rights in respect of material and legal defects after delivery of the clothing shall be governed by the statutory provisions (see § 650 BGB and §§ 433 et seq. BGB), unless otherwise provided below.
a. The customer’s warranty claims require that the customer has complied with their statutory obligations to inspect the goods and give notice of defects (§§ 377, 381 German Commercial Code – HGB), provided the customer is a merchant. If a defect becomes apparent during inspection or at a later point in time, Outfit must be notified of this in writing without delay. Notification shall be deemed to have been made without delay if it is submitted within two weeks, whereby timely dispatch of the notice shall be sufficient to meet the deadline. Irrespective of this duty to inspect and give notice, the customer—also if not a merchant—must report obvious defects (including incorrect or short delivery) in writing within two weeks of delivery, whereby timely dispatch of the notification shall also be sufficient. If the customer fails to properly inspect the goods and/or to give notice of defects, Outfit shall not be liable for the defect that was not reported, unless Outfit acted with intent or gross negligence.
b. If the delivered item is defective, Outfit may initially choose whether subsequent performance is to be carried out by remedying the defect (repair) or by delivering a defect‑free item (replacement delivery). The right to refuse the chosen form of subsequent performance under the statutory requirements remains unaffected.
c. Outfit is entitled to make the required subsequent performance conditional upon the customer paying the remuneration due. However, the customer is entitled to withhold an amount of the remuneration that is reasonable in relation to the defect.
d. The customer must grant Outfit the time and opportunity required to carry out the owed subsequent performance, in particular by handing over the disputed goods for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to Outfit in accordance with the statutory provisions.
e.Outfit shall bear the expenses necessary for the inspection and subsequent performance, in particular transport, travel, labour, and material costs, provided a defect actually exists. However, if the customer’s request for defect rectification proves to be unfounded and the customer could have recognised this by exercising due care, Outfit may demand reimbursement from the customer for the costs incurred as a result.
f. If subsequent performance has failed, or if a reasonable deadline for subsequent performance set by the customer has expired without success or is dispensable under the statutory provisions, the customer may withdraw from the contract or reduce the remuneration. However, no right of withdrawal exists in the case of an insignificant defect.
3. The customer’s claims for damages or reimbursement of futile expenses exist only in accordance with Section XII and are otherwise excluded.
4. A design translated into a woven fabric may have to be modified in size and proportion for implementation in printing, as an identical reproduction is not always technically possible. This does not constitute a defect in the goods.
5. “By way of deviation from § 438 (1) No. 3 German Civil Code (BGB), the general limitation period for claims arising from material and legal defects under a contract for the delivery of goods shall be one year from delivery.
6. The statutory special provisions for third‑party proprietary claims for restitution (§ 438(1) No. 1 German Civil Code), in cases of fraudulent intent by the seller (§ 438(3) German Civil Code), and for claims in supplier recourse in the event of final delivery to a consumer (§ 479 German Civil Code) remain unaffected.
7.The above limitation periods also apply to the customer’s contractual and non-contractual claims for damages that are based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 German Civil Code) would lead to a shorter limitation period in the individual case. The limitation periods under the Product Liability Act remain unaffected in all cases. Otherwise, the customer’s claims for damages are subject exclusively to the statutory limitation periods.
XII. Liability
1. Outfit is liable in accordance with the statutory provisions for damages suffered by the customer that are caused by intentional or grossly negligent conduct on the part of Outfit or its vicarious agents, as well as for personal injuries and damages subject to the Product Liability Act.
2. In all other respects, Outfit’s liability for claims for damages – regardless of the legal basis – is limited in accordance with the following provisions, unless otherwise stipulated by a guarantee provided by Outfit.
a. For damages caused by slight negligence, Outfit is liable only to the extent that such damages result from the breach of essential contractual obligations (cardinal obligations). Cardinal obligations are those contractual duties whose fulfillment is essential for the proper performance of the contract and on the observance of which the customer regularly relies and may rely. Where Outfit is liable for simple negligence on this basis, liability is limited to the typically foreseeable damage.
b. For damages caused by slight negligence resulting from delay, Outfit’s liability is limited to the typically foreseeable damage, but in any case to a maximum of 5% of the total price agreed in the contract concerned.
3. The provisions of the foregoing paragraph apply accordingly to a limitation of the obligation to compensate for futile expenses (§ 284 German Civil Code).
4. The above limitations of liability also apply in favor of Outfit’s vicarious agents.
XIII. Applicable Law and Place of Jurisdiction
1. For these General Terms and Conditions and all legal relations between Outfit and the customer, the law of the Federal Republic of Germany shall apply, to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. However, the prerequisites and effects of the retention of title pursuant to Section V are subject to the law of the place where the goods are located, insofar as the choice of German law would be impermissible or invalid under that law.
2. For all present and future claims arising from the business relationship with merchants, legal entities under public law, or special funds under public law, the exclusive place of jurisdiction shall be the registered office of Outfit. The same place of jurisdiction applies if the customer has no general place of jurisdiction within Germany, relocates his domicile or habitual residence outside Germany after conclusion of the contract, or if his domicile or habitual residence is unknown at the time the action is filed. However, Outfit is also entitled to bring an action at the customer’s general place of jurisdiction.