GENERAL TERMS AND CONDITIONS

V1-2024

hereinafter referred to as “GTC” for short

of the

CODE ALPHA GmbH

Mittelstr. 15

35274 Kirchhain

hereinafter referred to as „CA“ for short.

These GTC have been translated to the best of our knowledge and belief on the basis of the original German version. In the event of a legal dispute, only the wording of the German-language GTC shall be used for a legal clarification.

§1 Scope of Application

The GTC apply to all current and future business relationships and become in their current version an automatic part of each goods & services transaction.
The current version of the GTC comes into force through 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 regardless of knowledge without express written consent.

§2 Terms

User
A “user” within the meaning of the GTC is any natural person who enters into 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” for short
An entrepreneur or partner within the meaning of the GTC is a natural person or legal entity or a partnership with legal capacity that concludes a legal transaction with CA in the exercise of its commercial or self-employed professional activity and has a current securities account/partner contract with CA.
Customer(s)
Customer(s) within the meaning of the GTC are both Users and Partners.
CA and User or CA and Partner or CA and Customer(s) together are hereinafter referred to as “parties” for short.
In Writing
“In writing” refers to the transmission of a message in the form of a letter, sending an e-mail to the e-mail address stored or specified by the customer, or by means of 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 the products in the online store as well as in online media, catalogs and catalog-like sales brochures does not constitute a legally binding offer, but only an invitation to order.
Insofar as the products are refill systems (the 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 warranted product characteristic, neither for the base packaging/carrier system nor for the refill packaging.
All offers made by CA both online (website and eShop) and by telephone and in writing are subject to change. CA reserves the right to make technical changes as well as changes in shape, color and/or weight within the scope of what is reasonable.
Short-term compliance with legal requirements and valid regulations regarding shipping, product characteristics, ingredients or filling sizes and quantities shall always have priority and shall not constitute a defect in the event of a correspondingly necessary adjustment of the product or service.
By placing an order for goods, a contract offer is made to CA and the customer makes a binding declaration that he wishes to purchase the goods ordered.
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 correct and timely delivery by our suppliers. This only applies in the event that CA is not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with the suppliers.

§4 Retention of title

When concluding contracts with users, the goods remain the property of CA until the purchase price has been paid in full.
When concluding contracts with partners, CA retains ownership of the goods until all claims of the partner arising from the business relationship have been settled in full.
The partner is entitled to resell the goods in the ordinary course of business. Upon conclusion of the contract, he assigns to CA all claims accruing to him through resale in the amount of the invoice. Within the scope of this assignment, the partner is authorized to collect his claim against third parties arising from the sale of CA’s goods. CA reserves the right to collect the claim itself as soon as the partner fails to properly meet 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(s) with care.
The partner is obliged to inform CA immediately of any access by third parties to the goods, for example in the event of seizure, as well as of any other damage to or destruction of the goods.
The partner must notify CA without delay of any change in the summonable address.
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 default in payment or breach of an obligation under clauses 3., 4. and 5. of this provision.

§5 Right of revocation/right of return/complaints

In principle, deliveries of goods for which a contract has been concluded between a partner and CA in accordance with §3 cannot be cancelled, nor will the goods be taken back.
Users in accordance with §2 have a right of cancellation in accordance with the statutory provisions, insofar as 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 make use of your right of withdrawal according to §5.2, you have to bear the regular costs of the return. In addition, for citizens of a Member State of the European Union, the right of withdrawal shall be governed by the provisions set out in detail in the Annex to the GTC as “Cancellation Policy”. Insofar as a user pursuant to §2 is not a citizen of a member state of the European Union or the place of delivery is outside the European Union, the user expressly waives any form of revocation upon conclusion of a purchase contract, whether under European law or under the national law of his country of origin/delivery.
CA is entitled vis-à-vis partners to accept requests for exchange by way of goodwill in the sense of a case-by-case arrangement within the framework of follow-up orders, provided that the value of the goods to be exchanged does not exceed 10% of the new order value and the delivery of the goods to be exchanged does not date back more than 6 months.
Goods complaints will be exchanged by us free of charge without any conditions, subject to inspection by CA’s quality assurance department and, if necessary, inspection by the suppliers. We reserve a maximum of 30 days for the inspection, beginning with the receipt of the goods at CA.
Returns of goods by customers 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 Passing on the products

The Partner may resell the goods only in quantities customary in the household to non-commercial end customers. Resale to commercial partners in Germany and abroad, whether for use or resale, is expressly prohibited.
Partners may only pass on goods to another partner (dealers, consultants, cosmetic institutes) if this partner takes over the entire product range, including display and testers, and enters into the business relationship as legal successor by previously concluding a depot contract with CA. Otherwise, we reserve the right not to execute orders placed by the legal successor. CA is free to decide on the depot contract and is not obliged to give any reasons to the old or new partner.
Partners are only permitted to sell the products via the Internet with the prior approval of CA within the framework of the agreements of the “Depot & Partner Agreement”.
Users may only resell the products to non-commercial users via Internet platforms on a case-by-case basis.

§7 Prices/due date/payment

Unless otherwise stated within the framework of the acceptance of the contract, CA’s current price list shall apply. These prices are binding and apply ex works. The prices for partners are stated net plus statutory value added tax and for users gross including statutory value added tax.
The current price list comes into effect through publication on the website code-alpha.de and/or the eShop linked there.
The individual prices of the articles displayed in CA’s eShop shall also be deemed to be the price list. If the prices here and in the published price lists contradict each other, the individual prices displayed for the items in CA’s eShop shall take precedence.
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.
The shipping costs calculated at the end of the sales transaction, prior to payment processing, depending on the quantity and weight as well as the country of destination, are added to the prices of the goods.
CA Products may be ordered exclusively through CA’s eShop.
CA products are to be purchased exclusively by shipping and via the shipping service provider selected by CA.
Payment for goods by customers is made exclusively electronically.
Credit notes from complaints are made exclusively electronically to the original means of payment.
Unless otherwise agreed in individual contracts, partners are obliged to pay the purchase price immediately upon ordering (electronic payment in the eShop).
If a different, longer term of payment has been agreed, any default in acceptance by the partner shall be at his expense.
Approval for the collection of the claims by CA or by payment service providers commissioned by CA via the stored electronic means of payment is a prerequisite for every order transaction.
After this period has expired, the partner is automatically in default of payment without the need for a separate reminder. He must ensure that the means of payment are adequately covered. During the delay, the claim will bear interest at the statutory rate.
Customers have the right to offset only if the counterclaims are legally established, ready for decision or undisputed. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

§8 Orders

For partners, the basis of an initial order is the takeover of the complete basic range with all products from CA with all necessary displays, posters and other sales aids.
Partners may order products for use in the context of cosmetic services – so-called cabinet goods – in quantities that comprehensibly fit the partner’s location size. CA is free to assess these quantities and is not required to provide proof to the partner. Cabinet goods are specially marked and may not be resold to users.

§9 Delivery and transfer of risk

The customer’s order will be dispatched outside the public holidays of the German states of Hesse and Lower Saxony immediately after acceptance of the contract, at the latest within 48h. The customer will be informed immediately about possible non-deliverable items.
The dispatch takes place by dispatch service provider.
Urgent shipments can be expressly marked as such by the customer and will be delivered on receipt of order by 12:00 against express charges on the next working day, subject to compliance with the delivery promise by the shipping service provider.
CA is not liable for delays in delivery caused by the shipping service provider or due to the customer’s default in acceptance. The electronic shipping notifications of the shipping service provider provided to the customer in the eShop and/or by e-mail as well as CA’s selection of the appropriate shipping rate from the shipping service provider are sufficient proof that CA has shipped the goods in accordance with the contract.
The risk of accidental loss or accidental deterioration in the shipping process offered exclusively by CA is already transferred when the goods are handed over to a suitable transport person (§ 447 BGB).
Proof of delivery can be requested within 30 days at no extra cost via CA’s service portal or eShop. After that, 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 claims, including claims in tort, for damages and reimbursement of expenses as follows:

CA shall be liable without limitation for any legal reason in the event of intentional or negligent injury to life, limb or health, on the basis of a warranty promise and on the basis of mandatory liability such as under the Product Liability Act.
If CA negligently breaches an essential contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited in accordance with the above provision. Material contractual obligations are obligations which the contract imposes on CA according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper performance of the contract possible in the first place and compliance with which the customer may regularly rely on.
The above liability provisions also apply with regard to CA’s liability for its vicarious agents and legal representatives.
Any further liability on the part of CA is excluded.

§11 Warranty for material defects

CA shall provide compensation for defects in the purchased goods at its own discretion either by delivering goods free of defects or by remedying the defect in the goods (subsequent performance). If the removal of the defect in the goods fails, the customer may, at his option, demand a reduction in the purchase price or withdraw from the purchase of the goods concerned.
Partners must notify CA of obvious defects in writing via the service portal or the eShop within a period of two weeks from receipt of the goods. Otherwise, the assertion of the warranty claim is excluded. The Partner shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
For Partner, the limitation period for warranty claims is one year from dispatch of the goods.
If the customer chooses to withdraw from the contract due to a material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. If the customer chooses compensation for damages after failed subsequent performance, the goods shall remain with the customer if this is reasonable for him. The compensation for damages is limited to the difference between the purchase price and the value of the defective goods. This does not apply if CA has fraudulently caused the breach of contract.
As a matter of principle, only the product description of CA is deemed to be agreed which CA expressly displays as a product description in the eShop as part of the sales transaction, prints on the goods or makes available on the Internet via QR code on the goods so that it can be expressly called up as a product description. 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 of individual services (e.g. flights, accommodation, events, events, transfers) between the customer and the respective organizer or service provider. In the event of registration, CA informs the customer about the individual providers of the event and travel services, so that a brokered contract is concluded between the customer and the actual provider of an event or travel service, for which only the tariff, transport and general terms and conditions apply Travel conditions of the service providers involved apply. CA acts purely in an intermediary and debt collection role for these providers.
Registration is concluded when CA receives payment of the full amount.
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 canceled between 29 and 14 days before the event date, a processing fee of 50% of the participation fee will be charged. If you cancel later, the entire participation fee will be charged.
The cancellation must be in writing. It is possible to name a replacement participant at any time.
If it is not possible to hold the event due to a low number of participants, the participants will be informed immediately and the participation fee already paid will be refunded. If the obstacle lies in a disruption of the event location or in cases of “force majeure” (cases such as war, revolutions, strikes, natural disasters or pandemics that are beyond our sphere of influence), the event can be postponed once to another time, with an alternative date up to 6 months after the original date is considered appropriate. In this case, any event fee that has already been paid will not be refunded. Further claims are excluded unless they are based on intentional or grossly negligent behavior on the part of CA or the service providers or other vicarious agents.
Unless these are essential 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, changes to the event or travel program, the event date, the content, the participants or the event location are reserved to a reasonable extent, provided that the original character of the event remains unaffected.

§13 Final clauses

The law of the Federal Republic of Germany shall 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 is CA’s place of business. The same applies if the customer does not have a general place of jurisdiction in Germany or if the customer’s place of residence or habitual abode is unknown at the time the action is brought.

§14 Salvatory 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 wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

CODE ALPHA GmbH

Kirchhain, 21.03.2024

APPENDICES
Cancellation policy

Sample revocation form

CANCELLATION POLICY

1. Right of withdrawal and exclusions

You have as a user according to §2 of the GTC the right to revoke this contract within fourteen days without giving reasons if you are a citizen of the European Union and the delivery takes place in a Member State of the European Union.

The withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken or has taken possession of the goods.

To exercise your right of withdrawal, you must inform us, Code Alpha GmbH – Mittelstr. 15 – 35274 Kirchhain – service@code-alpha.de – www.code-alpha.de, of your decision to withdraw from this contract by means of a clear statement. For fast 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 (e.g. by e-mail) a confirmation of receipt of such revocation. You can also revoke by letter sent by mail, or e-mail based on the attached sample revocation form, which, however, is not mandatory.

To comply with the withdrawal period, it is sufficient that you send the notice of exercise of the right of withdrawal before the expiry of the withdrawal period.

Since cosmetic products are perishable goods for which 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 §2 of the GTC after the packaging or product seal has been opened and the product has thus been removed and contaminated.

2.Consequences of the revocation

If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees because of this repayment. We may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.

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

You shall bear the direct costs of returning the goods.

You must pay for any loss in value of the goods only if this loss in value is due to handling of the goods that is not necessary for checking the condition, properties and functioning of the goods.

– End of the cancellation policy –

SAMPLE CANCELLATION FORM

FROM

Firstname Lastname

Stree

Postcode City Date

eMail-Address

Phonenumber

CODE ALPHA GmbH

Mittelstr. 15

35274 Kirchhain

eMail: service@code-alpha.de