GENERAL TERMS AND CONDITIONS

V1-2022

hereinafter referred to as “GTC” for short

of the

CODE ALPHA GmbH

Mittelstr. 15

35274 Kirchhain

hereinafter referred to as „CA“ for short.

§1 Scope

The General Terms and Conditions apply to all current and future business relationships and, in their current version, are an automatic part of every goods and service transaction.
The current version of the GTC comes into force when it is published on the code-alpha.de website and/or the eShop linked there.
Deviating, conflicting, or supplementary general terms and conditions or contractual supplements are not part of the contract, regardless of knowledge, without express written consent.

§2 Terms

User - hereinafter referred to as "user"
A user within the meaning of the GTC is any natural person who concludes a legal transaction with CA with a purpose that can be attributed to neither commercial nor independent professional activity, regardless of whether a parallel dependent employment relationship company exists.
Entrepreneur or partner - hereinafter referred to as "partner"
Entrepreneur or partner within the meaning of the GTC is a natural or legal person or a partnership with legal capacity who concludes a legal transaction with CA in the exercise of their commercial or independent professional activity and has an ongoing deposit/ partner agreement with CA.
Customer(s) – the following “customer(s)” for short
Customer(s) within the meaning of the General Terms and Conditions are both users and partners.
CA and user or CA and partner or CA and customer(s) together are hereinafter referred to as "parties".
Written
“Written” refers to 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 the electronic provision of the message content.

§3 Conclusion of contract

The presentation of the products in the online shop and in online media, catalogs, and catalog-like sales brochures does not constitute a legally binding offer, but only an invitation to order.
If the products are refill systems (it is possible to buy special refill packaging that can be combined with a reusable basic packaging/carrier system), the compatibility of the refill packaging with previously purchased basic packaging/carrier systems is not relevant for the Basic packaging/carrier system still a guaranteed product characteristic for the refill packaging.
All offers from CA both online (website and eShop), by telephone, and in writing are non-binding. Technical changes as well as changes in shape, color, and/or weight are reserved within reasonable limits.
Short-term compliance with legal requirements and valid provisions regarding shipping, product quality, ingredients, or filling sizes and quantities always have priority and do not constitute a defect if the product or service is adjusted accordingly.
When goods are ordered, a contract is offered to CA and the customer makes a binding declaration that he wants to purchase the goods ordered.
CA is entitled to accept the contract offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivering the goods to the customer.
The conclusion of the contract is subject to the 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 has been concluded with the suppliers.

§4 Retention of title

If 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 retains ownership of the goods until all of the partner's claims 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 that accrue to him through resale in the amount of the invoice amount. As part of this assignment, the partner is authorized to collect its claim against third parties from the sale of the goods by CA. CA reserves the right to collect the claim itself as soon as the partner does not properly meet its payment obligations. This assignment supplements the Partner's obligation to perform its contractual obligations to CA.
The customer is obliged to treat the goods with care.
The partner is obligated to notify CA immediately of 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 serviceable address.
CA is entitled to withdraw from the contract and to demand the return of the goods if the customer acts in breach of the contract, in particular, if he is in default of payment or if an obligation is breached in accordance with Sections 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 canceled and the goods cannot be taken back.
Users according to §2 have 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 make use of your right of withdrawal according to §5.2, you have to bear the regular costs of the return. For the rest, for citizens of a member state of the European Union, the right of withdrawal applies to the regulations that are reproduced in detail in the appendix to the General Terms and Conditions as “Instructions on withdrawal”. If a user according to §2 is not a citizen of a member state of the European Union or the place of delivery is outside the European Union, he expressly waives any form of revocation when concluding a purchase contract,
CA is entitled to accept exchange requests as a gesture of goodwill towards partners within the scope of subsequent orders as part of an individual regulation, 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 is no longer than 6 months ago.
Complaints about goods will be exchanged by us free of charge without any conditions, subject to the inspection by CA Quality Assurance and, if necessary, inspection by the suppliers. We reserve a maximum of 30 days for the inspection, starting with the receipt of the goods at CA.
Goods returned 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 Transfer of the products

The partner may only resell the goods in normal household quantities to non-commercial end customers. Resale to commercial partners at home and abroad, whether for use or resale, is expressly prohibited.
Partners may only pass on goods to another partner (dealer, specialist consultant, cosmetics institute) if the latter takes over the entire range including the display and tester and enters into the business relationship as the legal successor by the prior conclusion of a depot contract with CA. Otherwise, we reserve the right not to execute orders from the legal successor. CA is free in its decision about the custody agreement and is not obliged to justify it to the old or new partner.
Partners are only permitted to sell the products via the Internet with the prior approval of CA under the terms of the “Depot & 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 when accepting the contract, CA's current price list applies. These prices are binding and apply for ex-works. The prices for partners are net plus the statutory sales tax and for users, gross incl. stated sales tax.
The current price list comes into force when it is published on the code-alpha.de website and/or the eShop linked there.
The price list also includes the item prices displayed in CA's eShop. Insofar as the prices here and in the published price lists contradict each other, the displayed individual prices of the items in CA's eShop 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 prices of the goods are added to the shipping costs calculated at the end of the sales transaction, before the payment is made, depending on the quantity and weight and the country of destination.
CA products can only be ordered through the CA eShop.
CA products can only be obtained by mail and via the shipping service provider chosen by CA.
Customers pay for goods exclusively electronically.
Complaints are only credited electronically to the original means of payment.
Partners are obliged to pay the purchase price within 20 calendar days after the shipment of the goods. A delay in acceptance by the partner is at his expense. Appropriate 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 only have the right to offset if the counterclaims have been legally established, are ready for a decision, or are undisputed. The customer can 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 acceptance of the complete basic offer with all products from CA with all the necessary displays, posters, and other sales aids.
Partners can order products for use in the context of cosmetic services - so-called cabinet goods - in quantities that are understandable for the size of the partner's location. CA is free to assess these quantities and does not have to provide evidence to the partner. Cabinet goods are specially marked and may not be resold to users.

§9 Delivery and Passing of Risk

Outside the public holidays of the German federal states of Hesse and Lower Saxony, the customer's order will be dispatched immediately after acceptance of the contract, at the latest within 48 hours. The customer will be informed immediately about any items that may not be available.
Shipping is by shipping service provider.
Urgent shipments can be expressly marked as such by the customer and, if the order is received by 12:00 p.m., will be delivered on the next working day for express fees, subject to the fulfillment of 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 from the shipping service provider, which are made available to the customer in the eShop and/or by e-mail, and the selection of the corresponding shipping tariff for the shipping service provider by CA are sufficient as proof of contractual shipping by CA.
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 additional cost via the CA service portal or eShop. Thereafter, 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 fully liable for any legal reason in the event of intentional or negligent injury to life, limb, or health, based on a guarantee promise and due to mandatory liability such as under the Product Liability Act.
If CA negligently violates an essential contractual obligation, liability is limited to the foreseeable damage that is typical for the contract, unless liability is unlimited in accordance with the above provision. Significant contractual obligations are obligations that the contract imposes on CA according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer can regularly rely on.
The above liability regulations also apply with regard to CA's liability for its vicarious agents and legal representatives.
For the rest, liability on the part of CA is excluded.

§11 Warranty for material defects

CA provides for defects in the purchased item at its own discretion either by delivering defect-free goods or by remedying the defect in the goods (subsequent performance). If the elimination of the defect in the goods fails, the customer can either demand a reduction in the purchase price or withdraw from the purchase of the goods concerned.
Partners must report obvious defects to CA in writing within a period of two weeks from receipt of the goods via the service portal or the eShop. Otherwise, the assertion of warranty claims is excluded. The partner bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the time the defect was discovered, and for the timeliness of the notice of defects.
For partners, the limitation period for warranty claims is one year from the dispatch of the goods.
If the customer chooses to withdraw from the contract due to a material defect after the subsequent performance has failed, he is not entitled to any additional claims for damages due to the defect. If the customer chooses compensation after the subsequent performance has failed, the goods remain with the customer if this is reasonable for him. 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 caused the breach of contract fraudulently.
As a matter of principle, only the product description of CA is agreed as the quality of the goods, which CA expressly displays as a product description within the scope of the sales transaction in the eShop, prints on the goods or makes available expressly as a product description via QR code on the goods on the Internet. Public statements, promotions or advertising by the manufacturer do not represent any contractual information on the quality of the goods.
The customer does not receive any guarantees in the legal sense from CA.

§12 Final Provisions

It is only the law of the Federal Republic of Germany. The provisions of the UN sales law do 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 the registered office of CA. The same applies if the customer does not have a general place of jurisdiction in Germany or if their domicile or habitual abode is not known at the time the action is filed.

§13 Severability Clause

Should individual provisions of the contractual relationship with the customer, including these General Terms and Conditions, be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.

CODE ALPHA Ltd

Kirchhain, 03/22/2022

ANNEXES Cancellation instructions Sample
cancellation
form

RIGHT OF WITHDRAWAL

1. Right of Withdrawal and Exclusions

As a user, you have the right to revoke this contract within fourteen days without giving reasons 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 is fourteen days from the day on which you or a third party named by you who is not the carrier took possession of the goods.

In order 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 , by means of a clear declaration of your decision to withdraw from this contract. For quick 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) confirmation of receipt of such a revocation. You can also revoke your consent by sending a letter or e-mail based on the attached model revocation form, which, however, is not mandatory.

To meet the cancellation deadline, it is sufficient for you to send the communication regarding your exercise of the right of cancellation before the cancellation period has expired.

Since cosmetic products are perishable goods, for which legal regulations prohibit them from being offered for sale or use again after opening the packaging or the product seal, the user refrains from opening the packaging or the product seal, and the removal and contamination of the product made possible by it on the right of withdrawal.

2. Consequences of revocation

If you revoke this contract, we have paid you all payments that we have received from you, including the delivery costs (with the exception of the additional costs resulting from the fact that you have chosen a different type of delivery than the cheapest standard delivery offered by us have), immediately and at the latest within fourteen days from the day on which we received the notification of your cancellation of this contract. For this repayment, we use the same means of payment that you used in the original transaction unless something else was expressly agreed with you; under no circumstances will you be charged fees for this repayment. We can refuse the repayment until we have received the goods back or until you have provided proof that

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

You bear the direct costs of returning the goods.

You only have to pay for any loss in value of the goods if this loss in value is due to handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

- End of revocation -

SAMPLE WITHDRAWAL FORM

FROM

first name Last Name

Road

ZIP City Date

e-mail address

phone number

CODE ALPHA Ltd

middle street 15

35274 Kirchhain

Email: service@code-alpha.de

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

the following goods and/or services:

Ordered on: Enter the date

Received on: Enter the date

Description of the goods(s) & quantity

Reason for revocation (voluntary information):

Signature (only when sending a letter)

– End of sample cancellation form –

CODE ALPHA GmbH – Mittelstraße 15 – 35274 Kirchhain – www.code-alpha.de