Terms and Conditions
Effective Date: May 2, 2025
1. General
The following terms and conditions apply exclusively to all sales and deliveries made by TipToeTextile L.L.C. – hereinafter referred to as the “Seller.” If the Buyer objects to these terms and conditions, they must notify the Seller immediately in writing or by telephone. The buyer's terms and conditions of purchase shall only be effective if expressly accepted in writing by the seller. Point 5 (Copyright) cannot be waived under any circumstances, even if the buyer agrees to the buyer's terms and conditions of purchase. Verbal additions and assurances are non-binding unless confirmed in writing by the seller.
2. Prices
All offers made by the seller are subject to change and non-binding and are subject to correct and timely delivery by our suppliers. Unless otherwise agreed, prices are C+F.
3. Withdrawal from the contract/cancellation
Withdrawal from a contract or cancellation of a written order or a verbal order confirmed by us in writing before the start of production will be invoiced at 30% of the order value (order value is the multiplication of the respective unit price by the quantity of items ordered) plus any tooling costs that may already have been incurred in full. Cancellation is no longer possible after production has started. Unless otherwise agreed in writing, production will commence immediately after approval of the release sample (provided that the creation of a release sample is part of the written order or our written order confirmation).
The seller reserves the right to withdraw from the contract if the ordered goods cannot be delivered for reasons for which the seller is not responsible. In this case, the buyer will be informed immediately and any amounts already paid will be refunded.
5. COPYRIGHT AND RIGHTS OF USE:
5.1 The seller shall create layouts, designs, illustrations and, if necessary, photos as part of a production enquiry or production order for socks. The work of the seller in this regard (hereinafter referred to as “the works”) is protected as personal intellectual creations by copyright law. Insofar as the level of creativity required under the Copyright Law is not achieved, the works of the seller may nevertheless only be reproduced and/or distributed with the seller's written consent. Otherwise, the seller shall be entitled to the claims arising . This shall apply regardless of whether the creation of these works was explicitly requested or commissioned.
5.2 The seller's works may only be used for the agreed type of use and the agreed purpose to the agreed extent. In the absence of an express agreement, the purpose shall be deemed to be only that made recognizable by the client or the party making the inquiry. The client shall only acquire the right to use the work within the agreed scope after full payment of the remuneration and all order-related organizational and material costs, additional services, and external costs incurred.
5.3 Repeat use (e.g., reprints) or multiple use (e.g., for another product or for subsidiaries or other countries) shall be subject to a fee and require the written consent of the seller.
5.4 The transfer of the seller's works to third parties is prohibited and only possible with the express written consent of the seller.
5.5 If works (see 5.1) of the seller are passed on to third parties without the seller's written consent, regardless of the reason, the seller is entitled to claim damages, e.g. in the form of a reasonable license fee for the use of its works. The license fee to be paid in each individual case shall not exceed USD100,000.00 (in words: one hundred thousand usd).
5.6 The seller is entitled to information about the extent of the unauthorized use of his works by the customer or enquirer.
6. Delivery
The seller is entitled to make partial deliveries, which as independent services do not affect the unfulfilled or not yet fulfilled part of the purchase contract. If no delivery time has been agreed, delivery shall be made as soon as possible. TipToeTextile L. L. C. excludes any liability for delays in delivery. As our products are exclusively custom-made items for which there is no secondary use, a delivery time later than that specified in the order confirmation does not imply the right to withdraw from the contract due to a delay in delivery. The seller's obligation to meet delivery deadlines shall not apply in cases of force majeure or circumstances for which the seller is not responsible. Deliveries exceeding or falling short of the order quantity by +/- 5% are possible. The quantity delivered according to the delivery note will be invoiced.
7. Returns
As we exclusively manufacture products that are custom-designed – usually with a logo or coat of arms – returns are not accepted.
8. Quality
Due to the materials used and the manufacturing technique, deviations in colors and patterns cannot be completely ruled out.
8.1 Standard sizes / One-size / UnisexWe produce socks in standard sizes (unisex) suitable for shoe sizes 38 to 45 (no guarantee). These sizes are guidelines and may vary slightly. Other sizes can also be ordered and agreed upon, in which case the same conditions apply. (See point Size deviation)
8.2 Size deviation
The materials used in production are knitted and are subject to a size tolerance for knitted textiles of 3%. By placing an order and accepting our order confirmation, the customer acknowledges this possible deviation.
9. Warranty
The buyer, their authorized representative, or other recipient is obliged to check the goods immediately upon receipt, at the latest within 7 days of receipt, for the correct number of items and other characteristics. Color deviations of up to 5% of the color value compared to the color value of the approved sample are to be accepted by the customer even after a sample has been produced and approved. If the production of an approved sample is waived, color deviations of up to 10% of the ordered color tone are possible and must be accepted by the customer. Complaints regarding the quantity and external condition are excluded if the buyer or their authorized representative certifies receipt on the delivery note or consignment note. Hidden defects must be reported immediately upon discovery, but no later than 14 days after receipt of the goods by the buyer or their recipient. The complaint must be reported in writing or by telephone. If the complaint is made by telephone only, written or telex confirmation must be provided by the buyer. If the buyer has mixed, unpacked, carried, or used the delivered goods in any other way, any complaints are excluded. The buyer's payment obligation is not postponed or waived by a justified complaint. The buyer has the right to demand a price reduction. All further claims are excluded; in particular, rescission cannot be demanded, nor can compensation for damages due to non-performance based on fault at the time of conclusion of the contract or poor performance. The seller reserves the right to deliver goods free of defects in an appropriate form instead of granting a price reduction.
10. PAYMENT:
Unless otherwise agreed, all invoices issued by the seller shall be paid upon receipt by the buyer in accordance with clause 2. The buyer shall only be entitled to offset any counterclaims if the seller agrees to this in writing. Late payment entitles the seller to refuse further delivery in the event of partial delivery without compensation. If the invoice amount is not settled immediately upon receipt or on the agreed due date, the seller may charge interest on arrears without prior notice. In the event of default of payment by the buyer or a deterioration in their financial situation, the seller may demand immediate cash payment for goods already delivered.
11. REFERENCE IMAGES
We reserve the right to display products manufactured by us (including those with logos) as references on our website and, if applicable, in our catalog to demonstrate design implementation options. If this is not desired, please inform us when placing your order. Subsequent complaints cannot be considered for technical reasons (in particular in the event of catalog printing).
12. Confidentiality / Data protection
The customer is not entitled to pass on information about prices and contractual conditions to unauthorized persons, in particular to competitors, and undertakes to maintain confidentiality.
13. Severability
Should individual provisions of these general terms and conditions or further agreements between the customer and TipToeTextiles L. L. C. prove to be invalid or unenforceable, this shall not render the entire contractual relationship invalid, but the relevant provisions shall be replaced by legally valid provisions that come closest to the original intention.
Applicable Law and Place of Jurisdiction
Should individual provisions of these General Terms and Conditions be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract.
US American law shall apply exclusively, and the place of jurisdiction is Miami, Florida.