GENERAL TERMS AND CONDITIONS OF BUSINESS

V1-2024

hereinafter referred to as “Terms and Conditions”

CODE ALPHA GmbH
Mittelstr. 15
35274 Kirchhain
Germany

hereinafter referred to as “CA”

§1 Scope

The General Terms and Conditions apply to all current and future business relationships and, in their current version, automatically become part of every goods and service transaction.
The current version of the Terms and Conditions comes into effect upon publication on the website code-alpha.de and/or the eShop linked there.
Deviating, conflicting or supplementary general terms and conditions or contractual supplements shall not become part of the contract without express written consent, regardless of knowledge.

§2 Terms

User – hereinafter referred to as “user”
A user within the meaning of the General Terms and Conditions is any natural person who concludes a legal transaction with CA for a purpose that cannot be attributed to a commercial or independent professional activity, regardless of whether a dependent employment relationship with a company exists in parallel.
Entrepreneur or partner – hereinafter referred to as “partner”
An entrepreneur or partner within the meaning of the General Terms and Conditions is a natural or legal person or a partnership with legal capacity that concludes a legal transaction with CA in the exercise of its commercial or independent professional activity and has an ongoing depository/partnership agreement with CA.
Customer(s) – hereinafter referred to as “Customer(s)”
Customer(s) within the meaning of the General Terms and Conditions include both users and partners.
CA and User or CA and Partner or CA and Customer(s) together are hereinafter referred to as the “Parties”.
In written form
“In writing” means the transmission of a message in the form of a letter, sending an email to the email address stored or specified by the customer or through a clear online dialog transaction (e.g. in the CA eShop) with electronic provision of the message content.

§3 Conclusion of contract

The presentation of products in the online shop as well as in online media, catalogues and catalogue-like sales brochures does not constitute a legally binding offer, but merely an invitation to order.
If the products are refill systems (possibility of purchasing special refill packaging that can be combined with a reusable base packaging/carrier system), the compatibility of the refill packaging with previously purchased base packaging/carrier systems is not a guaranteed product feature for either the base packaging/carrier system or the refill packaging.
All offers from CA, both online (website and eShop), by telephone, and in writing, are subject to change without notice. Technical changes, as well as changes in shape, color, and/or weight, remain reserved within reasonable limits.
Short-term compliance with legal requirements and applicable regulations regarding shipping, product quality, ingredients, or filling sizes and quantities always takes priority and does not constitute a defect in the event of a necessary adjustment of the product or service.
By ordering a product, a contractual offer is made to CA and the customer declares bindingly that he or she wishes to purchase the ordered product.
CA is entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivery of the goods to the customer.
The contract is concluded subject to the correct and timely delivery by our suppliers. This only applies in the event that non-delivery is not attributable to CA, in particular if a congruent hedging transaction has been concluded with the suppliers.

§4 Retention of title

When a contract is concluded with users, the goods remain the property of CA until the purchase price has been paid in full.
When concluding a contract with partners, CA reserves ownership of the goods until all claims of the partner arising from the business relationship have been fully settled.
The partner is entitled to resell the goods in the ordinary course of business. Upon conclusion of the contract, the partner assigns to CA all claims arising from the resale, up to the invoice amount. Within the scope of this assignment, the partner is authorized to collect its claims against third parties arising from the sale of CA’s goods. CA reserves the right to collect the claim itself if the partner fails to properly fulfill its payment obligations. This assignment supplements the partner’s obligation to fulfill its contractual obligations to CA.
The customer is obliged to treat the goods with care.
The partner is obligated to immediately notify CA of any third-party access to the goods, for example in the event of seizure, as well as any other damage or destruction of the goods.
The Partner must notify CA immediately of any change in the address to which the service can be served.
CA is entitled to withdraw from the contract and demand the return of the goods in the event of breach of contract by the customer, in particular in the event of late payment or breach of an obligation under clauses 3, 4 and 5 of this provision.

§5 Right of withdrawal/right of return/complaints

In principle, deliveries of goods for which a contract has been concluded between a partner and CA in accordance with Section 3 cannot be cancelled, nor can the goods be taken back.
Users according to Section 2 are entitled to a right of withdrawal in accordance with the statutory provisions, provided they are citizens of a member state of the European Union and the delivery is made to one of the member states. If you as a user exercise your right of withdrawal according to Section 5.2, you must bear the regular costs of return. Furthermore, the provisions for the right of withdrawal for citizens of a member state of the European Union apply, which are set out in detail in the appendix to the General Terms and Conditions as “Cancellation Policy”. If a user according to Section 2 is not a citizen of a member state of the European Union or the place of delivery is outside the European Union, they expressly waive any form of cancellation upon conclusion of a purchase contract, regardless of whether it is under European law or the national law of their country of origin/delivery.
CA is entitled to accept exchange requests from partners within the scope of subsequent orders on a case-by-case basis, provided that the value of the exchanged goods does not exceed 10% of the new order value and the delivery of the goods to be exchanged was made no more than six months ago.
We will replace any product complaints free of charge without any conditions, subject to review by CA’s Quality Assurance department and, if necessary, inspection by our suppliers. We reserve a maximum of 30 days from the date the goods are received by CA for this inspection.
Customer returns can only be registered and coordinated via the electronic service portal on the website or in the eShop. Returns made directly by customers will not be accepted.

§6 Transfer of products

The partner may only resell the goods to non-commercial end customers in quantities typical for household use. Resale to commercial partners in Germany or abroad, whether for use or further resale, is expressly prohibited.
Partners may only transfer goods to another partner (retailer, specialist consultant, cosmetic institute) if the partner takes over the entire product range, including display and testers, and enters into the business relationship as the legal successor by previously concluding a deposit agreement with CA. Otherwise, we reserve the right not to fulfill orders from the legal successor. CA is free to decide on the deposit agreement and is not obligated to provide any justification to the old or new partner.
Partners are only permitted to sell products over the Internet with prior approval from CA in accordance with the terms of the “Deposit & Partner Agreement.”
Users may only resell the products to non-commercial users via internet platforms in individual cases.

§7 Prices/Due Date/Payment

Unless otherwise stated during contract acceptance, CA’s current price list applies. These prices are binding and ex works. Prices for partners are net plus statutory VAT, and for users, prices are gross, including statutory VAT.
The current price list comes into effect upon publication on the website code-alpha.de and/or the eShop linked there.
The price list also includes the individual prices displayed for items in the CA eShop. To the extent that prices here and in the published price lists conflict, the individual prices displayed for items in the CA eShop shall prevail.
CA reserves the right not to publish price lists in the sense of an overview and to display its prices to customers exclusively via the eShop.
In addition to the prices of the goods, shipping costs are calculated at the end of the sales transaction, before payment is processed, depending on the quantity and weight as well as the country of destination.
CA products can only be ordered through the CA eShop.
CA products may only be purchased by mail order and through the shipping service provider selected by CA.
Customers pay for goods exclusively electronically.
Credits resulting from complaints are issued exclusively electronically to the original means of payment.
Unless otherwise agreed in an individual contract, partners are obliged to pay the purchase price immediately upon ordering (electronic payment in the eShop).
If a different, longer payment term has been agreed, any delay in acceptance by the partner shall be at his expense.
Authorization for the collection of the receivables by CA or by payment service providers commissioned by CA via the deposited electronic payment method is a prerequisite for every order transaction.
After this period has expired, the partner automatically defaults on payment without the need for a separate reminder. The partner is responsible for ensuring sufficient funds are available for payment. During the default period, the claim will accrue interest at the statutory rate.
Customers only have the right of set-off if the counterclaims have been legally established, are ready for decision, or are undisputed. The customer may only exercise a right of retention if their counterclaim is based on the same contractual relationship.

§8 Orders

For partners, the basis of an initial order is the acceptance of the complete basic offer with all CA products and all necessary displays, posters and other sales aids.
Partners can order products for use in cosmetic services—so-called cabinet goods—in quantities that are reasonably appropriate for the partner’s location. CA is free to assess these quantities and is not required to provide proof to the partner. Cabinet goods are specifically labeled and may not be resold to users.

§9 Delivery and transfer of risk

Outside of public holidays in the German federal states of Hesse and Lower Saxony, the customer’s order will be shipped immediately after contract acceptance, at the latest within 48 hours. The customer will be informed immediately of any unavailable items.
Shipping is carried out by a shipping service provider.
Urgent shipments can be expressly marked as such by the customer and will be delivered on the next working day for express charges if the order is received by 12:00, subject to the shipping service provider’s compliance with the delivery promise.
CA is not liable for delivery delays caused by the shipping service provider or due to the customer’s default in acceptance. Proof of contractually agreed shipment by CA is provided by the shipping service provider’s electronic shipping notifications, which are provided to the customer in the eShop and/or via email, as well as CA’s selection of the appropriate shipping rate from the shipping service provider.
In the case of the shipping process offered exclusively by CA, the risk of accidental loss or accidental deterioration passes to the buyer upon handover of the goods to a suitable carrier (Section 447 of the German Civil Code).
Proof of delivery can be requested within 30 days at no additional cost via the CA service portal or eShop. After that time, our obligation to provide proof of delivery expires.

§10 Limitations of Liability

CA is liable to the customer for all contractual, quasi-contractual and statutory, including tortious, claims for damages and reimbursement of expenses as follows:

CA is liable without limitation for any legal reason in the event of intentional or negligent injury to life, body or health, due to a warranty promise and due to mandatory liability such as under the Product Liability Act.
If CA negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damages under the contract, unless unlimited liability applies in accordance with the above provision. Material contractual obligations are obligations that the contract imposes on CA according to its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place, and on whose compliance the customer can regularly rely.
The above liability provisions also apply with regard to the liability of CA for its vicarious agents and legal representatives.
Otherwise, CA’s liability is excluded.

§11 Warranty for material defects

CA will, at its discretion, compensate for defects in the purchased item either by delivering a defect-free product or by remedying the defect in the product (subsequent performance). If remedying the defect in the product fails, the customer may, at their discretion, demand a reduction in the purchase price or withdraw from the purchase of the affected product.
Partners must notify CA of obvious defects in writing via the service portal or eShop within two weeks of receiving the goods. Otherwise, the assertion of warranty claims is excluded. The partner bears the full burden of proof for all requirements for claims, in particular for the defect itself, the time of discovery of the defect, and the timeliness of the notification of defects.
For partners, the limitation period for warranty claims is one year from the date of shipment of the goods.
If the customer chooses to withdraw from the contract due to a material defect after failed subsequent performance, they are not entitled to any additional compensation for the defect. If the customer chooses compensation after failed subsequent performance, the goods remain with the customer if this is reasonable. Compensation is limited to the difference between the purchase price and the value of the defective goods. This does not apply if CA fraudulently caused the breach of contract.
In principle, only the product description provided by CA is deemed to be agreed upon as the quality of the goods, which CA expressly displays as a product description in the eShop as part of the sales transaction, prints on the goods, or makes available as a product description via a QR code on the goods online. Public statements, recommendations, or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.
The customer does not receive any guarantees in the legal sense from CA.

§12 Events – Travel – Cancellation Fees

For events and travel services, CA acts as an intermediary for individual services (e.g., flights, accommodation, events, transfers) between the customer and the respective organizer or service provider. Upon registration, CA informs the customer about the individual providers of the event and travel services, thus creating an intermediary contract between the customer and the actual provider of an event or travel service, for which the tariff, transport, and general travel conditions of the participating service providers apply exclusively. CA acts purely as an intermediary and collection agent for these providers.
Registration is confirmed upon receipt of the full amount by CA.
If you cancel your registration for an event or trip up to 30 days before the event date, no cancellation fee will be charged. If you cancel between 29 and 14 days before the event date, a processing fee of 50% of the participation fee will be charged. For later cancellations, the full participation fee will be charged.
Cancellations must be made in writing. A substitute participant may be nominated at any time.
If the event cannot be held due to insufficient numbers, participants will be informed immediately and any participation fees already paid will be refunded. If the impediment is due to disruption to the venue or in cases of “force majeure” (e.g., war, revolution, strike, natural disaster, or pandemic beyond our control), the event may be postponed once to another date. An alternative date up to six months after the original date is considered appropriate. In this case, any event fees already paid will not be refunded. Further claims are excluded unless they are based on intentional or grossly negligent conduct by CA, its service providers, or other vicarious agents.
Unless these are material obligations arising from a direct contractual relationship in the sense of a service contractually owed by CA as a service provider, we are only liable for damages that are demonstrably based on an intentional or grossly negligent breach of duty by CA.
In exceptional cases, necessary changes to the event or travel program, the event date, the content, the participants or the event location remain reserved to a reasonable extent, provided that the original character of the event remains unaffected.

§13 Final provisions

The laws of the Federal Republic of Germany apply exclusively. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be CA’s registered office. The same applies if the customer does not have a general place of jurisdiction in Germany or if their place of residence or habitual abode is unknown at the time the action is filed.

§14 Severability Clause

Should individual provisions of the contractual relationship with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.

CODE ALPHA GmbH
Kirchhain, March 21, 2024

Attachments

CANCELLATION POLICY

1. Right of withdrawal and exclusions

As a user, you have the right to withdraw from this contract within fourteen days without giving any reason, in accordance with Section 2 of the General Terms and Conditions, if you are a citizen of the European Union and the delivery is made to a member state of the European Union.

The cancellation period shall be fourteen days from the day on which you or a third party other than the carrier designated by you takes possession of the goods.

To exercise your right of withdrawal, you must contact us, Code Alpha GmbH – Mittelstr. 15 – 35274 Kirchhain – service@code-alpha.de – www.code-alpha.de, by means of a clear declaration of your decision to withdraw from this contract. For faster processing, please preferably select our service area on the website and in the eShop. If you make use of this option, we will immediately send you confirmation of receipt of such a withdrawal (e.g., by email). You can also withdraw by mail or email using the attached sample withdrawal form, although this is not mandatory.

To comply with the cancellation period, it is sufficient that you send the notification of the exercise of the right of cancellation before the cancellation period has expired.

Since cosmetic products are perishable goods and legal regulations prohibit them from being offered for sale or use again after the packaging or product seal has been opened, the user waives the right of withdrawal in accordance with Section 2 of the General Terms and Conditions after opening the packaging or product seal and thus enabling removal and contamination of the product.

2. Consequences of revocation

If you cancel this contract, we will refund all payments that we have received from you, including delivery costs (with the exception of additional costs resulting from your choice of a delivery method other than the cheapest standard delivery offered by us), promptly and at the latest within fourteen days from the day on which we received notification of your cancellation of this contract. For this refund, we will use the same means of payment that you used for the original transaction, unless something else was expressly agreed with you; under no circumstances will you be charged any fees for this refund. We may refuse to refund until we have received the goods back or until you have provided proof that you have returned the goods, whichever is earlier.

You must return the goods promptly and in any event no later than fourteen days from the date on which you notify us of the cancellation of this contract to the following address: CODE ALPHA GmbH – Mittelstr. 15 – 35274 Kirchhain. This deadline is met if you send the goods before the expiry of the fourteen-day period.

You shall bear the direct costs of returning the goods.

You only have to pay for any loss of value of the goods if this loss of value is due to handling which is not necessary to check the quality, properties and functioning of the goods.

– End of cancellation policy –

SAMPLE CANCELLATION FORM

FROM

First name Last name Street

Postal Code City Date

eMail-Address

Telephone number

CODE ALPHA GmbH
Mittelstr. 15
35274 Kirchhain
eMail: service@code-alpha.de

I hereby revoke the contract I concluded for the purchase of the

following goods and/or services:

Ordered on: Enter date

Received on: Enter date

Description of goods & quantity

Reason for revocation (voluntary information):

Signature (only when sending by letter)

– End of sample cancellation form –