General Terms and Conditions for Contracts, Delivery, and Payment for the Purchase of Goods for Resale (Resale Terms and Conditions)

The following general terms and conditions for contracts, delivery, and payment apply to the sale of goods to distribution partners who purchase these goods from Yasemin Wendt as entrepreneurs for the purpose of resale to their customers or for other commercial use, i.e., as entrepreneurs.

§ 1 Scope of Application, Contract Language, Contracting Parties

(1) The following terms and conditions for contracts, delivery, and payment (General Terms and Conditions) apply exclusively to the business relationship between the sole proprietor Yasemin Wendt, Grothenpohl 13, 25436 Moorrege (hereinafter: Entrepreneur), and the commercial resellers (hereinafter: Distribution Partners) who purchase these goods from Yasemin Wendt as entrepreneurs for the purpose of resale to their customers or other commercial use. All offers from Yasmin Wendt are non-binding.

(2) The Distribution Partner is primarily employed as a trained beautician, licensed doctor, or certified naturopath and offers the purchased products to their respective customer or patient base. The professional qualification of the Distribution Partner, as described in sentence 1, is a prerequisite for the conclusion of the contract.

(3) The Distribution Partner acts as an independent and self-employed entrepreneur. They are neither an employee, commercial agent, franchisee, nor broker of the Entrepreneur. There are no sales targets, purchase obligations, or other duties to perform. The Distribution Partner is not subject to any instructions from the Entrepreneur, except for contractual obligations, and bears the full entrepreneurial risk of their business activities, including the obligation to cover all of their business costs. The Distribution Partner is required to establish and operate their business, where necessary, in the manner of a prudent businesswoman or businessman, which includes—where necessary—operating their own practice rooms or a properly maintained workspace. As an independent entrepreneur, the Distribution Partner is solely responsible for complying with the applicable legal provisions, including tax and social security regulations (e.g., obtaining a VAT identification number or registering their employees with social security, as well as acquiring a business license, if required).

(4) As an independent entrepreneur, the Distribution Partner is solely responsible for complying with the applicable legal provisions, including tax and social security regulations (e.g., obtaining a VAT identification number or registering their employees with social security, as well as acquiring a business license, if required). In this regard, the Distribution Partner assures that all income generated under this contract will be properly taxed at their place of business. The Entrepreneur does not pay any social security contributions on behalf of the Distribution Partner. The Distribution Partner truthfully indicates at registration whether they are registering with the Entrepreneur as a small business operator or a VAT-liable entrepreneur. If the Distribution Partner registers as a small business operator, they must promptly inform the Entrepreneur, providing their VAT identification number, as soon as they opt to pay VAT (sales tax) as part of their business activities or exceed the small business threshold.

(5) The Entrepreneur provides her services exclusively on the basis of these General Terms and Conditions, with the express exclusion of any conflicting terms and conditions of the Distribution Partner.

(6) The contract language is German.

§ 2 Commencement and Termination of Contract; Registration; Restricted Commercial Resale

(1) The distribution partner agreement is concluded for a minimum term of 12 months and can be terminated at any time thereafter with a notice period of two weeks to the end of the month. Notwithstanding the aforementioned right of termination, both parties have the right to terminate the distribution partner agreement for cause with immediate effect. Terminations must be made via email or in writing. The contract ends at the latest upon the death of the Distribution Partner.

(2) After the termination of the distribution partner agreement, the Distribution Partner is permitted to continue working with the products of the Entrepreneur. In this regard, the Distribution Partner is granted the right to sell off already purchased products.

(3) For resale, it is not required that the Distribution Partner make any financial investments, purchase a minimum quantity of products or services, or recruit other distribution partners. The only requirement is registration on the Entrepreneur’s website.

(4) The commercial resale of products on online sales platforms is prohibited. Prohibited sales methods particularly include websites or online forums not authorized by the Entrepreneur, such as offer or auction sites (e.g., www.ebay.com), social media forums (e.g., Facebook, Twitter, Instagram, Snapchat, etc.), and other websites such as Amazon or similar platforms; as well as applications for social smart devices (e.g., WhatsApp, Viber, Facebook Messenger, etc.).

§ 3 Offers, Prices, and Acceptance of Orders, Contract Texts, Conclusion of Contract

(1) All orders placed by the Distribution Partner for the purpose of resale are subject to the prices of the Entrepreneur valid at the time of the order. All prices are stated in euros, plus the statutory VAT applicable at the time of delivery, as well as applicable shipping and packaging costs (see § 4) and customs clearance fees, if such costs apply.

(2) The presentation of the Entrepreneur’s product offerings does not constitute a binding purchase offer. Only upon receipt of the order by the Entrepreneur, after the completion of the ordering process, does the Distribution Partner make a binding purchase offer to the Entrepreneur. When purchasing via the online shop, the Distribution Partner places an order for the products in the shopping cart by clicking the “Place binding order” button. A contract is concluded only upon written order confirmation, which may also be sent via email, or – if the Entrepreneur chooses to forgo sending an order confirmation – upon the delivery of the goods.

(4) If additional or increased levies arise due to changes in legal regulations between the conclusion of the contract and delivery, the Entrepreneur is entitled to increase the agreed purchase price accordingly, provided this does not violate mandatory applicable law.

(5) The Entrepreneur is entitled to accept the Distribution Partner’s orders only partially by making deviations or reservations. If the partial acceptance of the order is not acceptable to the Distribution Partner, they must notify the Entrepreneur in writing within 3 working days of receiving notice of the deviation or reservation. In such a case, the contract is considered not concluded. Otherwise, the acceptance of the order is deemed approved by the Distribution Partner.

§ 4 Delivery Terms

(1) Delivery is made – unless otherwise agreed in writing – ex works. All delivery obligations are subject to the correct and timely supply of products to the Entrepreneur by the suppliers. Partial deliveries are permitted unless they are unreasonable for the Distribution Partner. Compliance with the delivery obligation requires the timely and proper fulfillment of the Distribution Partner’s duty to cooperate as the purchaser.

(2) Upon transfer of the goods to the reliable carrier, the risk passes to the Distribution Partner. Unless expressly agreed otherwise, the goods will be shipped insured. In the absence of a differing written agreement, the choice of transport method is made by the Entrepreneur at her discretion, without assuming any liability for the cheapest or fastest shipment.

(3) If additional shipping costs are incurred by the Entrepreneur due to the provision of an incorrect delivery address or incorrect recipient information, these costs must be reimbursed by the Distribution Partner, unless the incorrect information is not attributable to them.

§ 5 Shipping Costs

The individual countries supplied, as well as the applicable shipping costs, can be found in the shipping information provided by the Entrepreneur.

§ 6 (Online) Resale

(1) In addition to the physical resale of the products, the Distribution Partner may purchase goods stored by the Entrepreneur and provide their customers with a link to the Entrepreneur’s online shop. The Distribution Partner will receive the link from the Entrepreneur via email upon request.

(2) The sales terms correspond to those of physical resale (the difference between the purchase price and the sale price). The Distribution Partner will receive a binding list of products with the respective prices from the Entrepreneur.

(3) The right to payment arises only after the Entrepreneur has received payment from the end customer and expressly does not arise if this payment is not made for any reason.

(4) In particular, the right to payment does not arise if:

a.) the customer exercises their right of withdrawal within the specified period,

b.) the contract is legally contested by the customer,

c.) the customer’s order was concluded unlawfully,

d.) the Entrepreneur rejects the acceptance of the contract,

e.) the customer returns the product due to a proven allergic reaction.

Furthermore, no payment claim arises in cases of fraudulent mediation, either through fraudulent or abusive actions by the Distribution Partner or their agents.

§ 7 Payment Terms, Retention, Offset

(1) The Distribution Partner purchases cabinet and retail goods from the Entrepreneur. The purchase prices are listed in a separate price list.

(2) Unless expressly agreed otherwise in writing, the purchase price becomes due immediately upon invoicing. This also applies to invoices for partial deliveries. The Distribution Partner can pay via advance payment, PayPal, or direct bank transfer. Partial payments are not possible. Delivery will take place once the payment requirements, according to the respective payment option, have been fulfilled.

(3) In the event of default, all outstanding obligations of the Distribution Partner to the Entrepreneur become immediately due. In the case of late payment, the Distribution Partner, as an entrepreneur, is obligated to pay default interest in the amount of 9 percentage points above the base interest rate to the Entrepreneur.

(4) The Distribution Partner is not permitted to offset or assert a right of retention against claims of the Entrepreneur unless the claims are undisputed or have been legally established. Furthermore, the Distribution Partner may exercise a right of offset or retention insofar as the counterclaim is based on the same specific contractual relationship.

§ 8 Retention of Title

(1) The goods remain the property of the Entrepreneur until full payment has been made. If the performance consists of divisible services, the retention of title does not expire until all claims related to this order have been settled by the Distribution Partner. In the event of payment default or any other reason related to the retention of title, the Entrepreneur is entitled to reclaim the goods. The reclamation of the goods by the Entrepreneur does not constitute a withdrawal from the contract unless expressly declared in writing. After reclaiming the goods, the Entrepreneur is entitled to dispose of them. The proceeds from the disposal will be credited to the Distribution Partner’s liabilities, minus reasonable disposal costs.

(2) The resale of goods subject to retention of title is only permitted to the Distribution Partner in the ordinary course of business. The Distribution Partner is not entitled to pledge the goods, transfer them as security, or make any other dispositions that could endanger the Entrepreneur’s ownership. The Distribution Partner hereby assigns the claims arising from the resale of the goods subject to retention of title to the Entrepreneur, and the Entrepreneur hereby accepts this assignment. The Distribution Partner is revocably authorized to collect the claims assigned to the Entrepreneur in trust and in their own name. The Entrepreneur may revoke this authorization and the right to resell if the Distribution Partner is in default with significant obligations, such as payment to the Entrepreneur. In the event of revocation, the Entrepreneur is entitled to collect the claims themselves.

(3) In the event of seizures or other third-party actions involving the goods delivered under retention of title, the Distribution Partner must immediately inform the Entrepreneur in writing, providing the necessary documents for an intervention (third-party objection lawsuit under § 771 of the German Code of Civil Procedure). This also applies to other types of impairments. Regardless, the Distribution Partner must inform the third parties in advance about the rights attached to the products. If the third party is unable to reimburse the costs, the Distribution Partner is liable for the legal and extrajudicial costs incurred in pursuing legal action.

(4) The Entrepreneur is obliged to release the securities to which they are entitled, upon request of the Distribution Partner, to the extent that the realizable value of the securities exceeds the secured claims by more than 10%.

§ 9 Granting of a Right of Withdrawal, Right of Return

The Distribution Partner is obligated to grant their end customers a right of withdrawal in accordance with the applicable legal provisions, insofar as required by law, and must accept the return of products in accordance with the legal requirements following a withdrawal.

§ 10 Obligations of the Distribution Partner

(1) The Distribution Partner is prohibited from infringing on the rights of the Entrepreneur, affiliated companies, or other third parties, harassing third parties, or violating competition law or any other applicable laws in the course of their activities. The Distribution Partner is particularly not permitted to make false or misleading statements about the products or the distribution system. In the course of their activities, the Distribution Partner will only make statements about the products in the range that align with the content of the Entrepreneur’s advertising and informational materials. The Distribution Partner will always speak favorably about the Entrepreneur, their responsible persons, services, and distribution system, and this obligation continues for the legally permissible period after the termination of the contractual relationship. The Distribution Partner is also prohibited from making false, misleading, or exaggerated statements about the products, earning potential, or their commissions to third parties, especially in the context of promotional activities.

(2) In the event that the Distribution Partner promotes the services of the Entrepreneur in other online media such as their own websites, social networks (e.g., Facebook or Instagram), online blogs, or chatrooms, they may only use the official advertising statements of the Entrepreneur and must clearly identify themselves with their full name (anonymous or pseudonymous postings are prohibited) and, if necessary, provide a proper legal notice (Impressum). If the Distribution Partner promotes a product of the Entrepreneur in this way, they are required to use the official logo of the Entrepreneur. Furthermore, when promoting products on their own websites or other internet media, the Distribution Partner must explicitly state that it is not an official advertisement or presence of the Entrepreneur. The Distribution Partner is not permitted to enter into contracts, accept or forward payments, or make any declarations of intent on behalf of the Entrepreneur.

§ 11 Training Requirement for the Product “yawend Skintech SPONGLES”; Permitted Scope of Application

(1) The “yawend Skintech SPONGLES series” (hereinafter: Skintech Product) is a line of cosmetic products distributed by the Entrepreneur. These are cosmetic products for external application on the skin. Treatment of customers requires participation in a product training session.

(2) The Distribution Partner is obligated to complete training with an official training partner of the Entrepreneur (hereinafter: Trainer) for the application and treatment of their customers with the Yawend Skintech Product as per paragraph 1. The Distribution Partner may choose to conduct the training as an in-person or video event. The costs of the training are to be borne by the Distribution Partner.

(3) In the event that the training session cannot take place due to the trainer’s unavailability or illness, or due to force majeure, a new training date will be scheduled. A refund of the training costs is excluded in this case. The same applies if the Distribution Partner is unable to attend the training.

(4) The Distribution Partner will receive a certificate confirming their successful participation in the training; delivery by mail is reserved. After successfully completing the training, the Trainer will provide the Distribution Partner with a link through which the Distribution Partner is entitled to purchase the Yawend Skintech Product as per paragraph 1 from the Entrepreneur. Successful participation in the training will be noted as the Distribution Partner’s authorization for future orders of the product as per paragraph 1 in the Distribution Partner’s customer account with the Entrepreneur. Purchasing and performing cosmetic treatments with the product as per paragraph 1 is expressly prohibited for untrained Distribution Partners.

(5) The purchase of the Yawend Skintech Product as per paragraph 1 is permitted only for the purpose of in-person treatment of customers at the Distribution Partner’s premises; resale of the product to end customers is prohibited. Other products besides the Yawend Skintech Product as per paragraph 1 are available to the Distribution Partner without restriction.

§ 12 Brand Usage; Before-and-After Images

(1) The Entrepreneur holds the rights to the brand name “Yawend.” The Distribution Partner will market the products exclusively under this name and will not use or add any other names or designations without the consent of the Entrepreneur.

(2) To maintain a consistent identity, the Distribution Partner is entitled and obligated during the term of the contract to use the brand in fulfillment of their obligations under this contract and to promote its value and reputation.

(3) The Distribution Partner may not alter or otherwise misuse the brand and may not transfer it to third parties. Additionally, they may not use any other brands or symbols that could cause confusion with the “Yawend” brand.

(4) The parties clarify that the Distribution Partner is prohibited from using any copyrighted content outside of this Distribution Partner Agreement.

(5) When using and publishing before-and-after images of end customers resulting from the application of “Yawend” products, the Distribution Partner is obligated to use the official logo of the Entrepreneur both online and offline and, if the publication occurs online, to mention the Entrepreneur by name and/or link to their profile.

§ 13 Obligation to Inspect and Give Notice, Warranty, Liability for Defects

(1) The statutory provisions apply regarding warranty, unless otherwise agreed in (2) – (5).

(2) The limitation period for claims arising from liability for defects is 12 months and begins upon delivery of the goods to the Distribution Partner. This does not apply where the law prescribes longer periods mandatorily. The shortened limitation period also does not apply in cases of damages resulting from injury to life, body, or health, the violation of essential contractual obligations (delivery and transfer of ownership of the goods), or damages caused by intentional or grossly negligent behavior. In such cases, the statutory limitation periods apply.

(3) The Distribution Partner must inspect the goods immediately upon receipt and report any defects to the Entrepreneur in writing without delay, but no later than 5 working days after delivery. Otherwise, the goods are deemed approved, and liability for obvious defects is excluded. Liability for normal wear and tear is also excluded. Packages that show clearly visible damage upon delivery (e.g., cracks or severe dents) must not be accepted. In this case, the package will be returned at no cost. The goods will then be re-delivered promptly and anew.

(4) In the case of an acknowledged defect, the Entrepreneur will, at their discretion, either rectify the defect or deliver a replacement product (replacement delivery). The Distribution Partner has the right to withdraw from the contract, demand a reduction in the purchase price, or claim damages or reimbursement of expenses only if the rectification or replacement delivery does not occur within a reasonable time due to the fault of the Entrepreneur or has definitively failed. A rectification or replacement delivery is considered to have failed after an unsuccessful second attempt, unless otherwise indicated by the nature of the goods or the defect or other circumstances. If claims for damages or reimbursement of expenses are made, the liability of the Entrepreneur is limited in accordance with § 9 of these General Terms and Conditions.

(5) Defective goods must be sent to the Entrepreneur with sufficient postage. Postage costs will be credited on the next invoice for accepted defects at the latest. Unpaid shipments will not be accepted. Warranty claims against the Entrepreneur are only available to the Distribution Partner and are not assignable.

§ 14 Liability, Limitation of Liability

(1) The Entrepreneur is only liable for damages other than those resulting from injury to life, body, and health to the extent outlined in § 8 or if they are based on intentional or grossly negligent conduct, or on culpable violation of an essential contractual obligation (e.g., delivery of goods) by the Entrepreneur, their employees, or agents. This also applies to damages resulting from violations of obligations during contract negotiations and from the commission of unlawful acts. Any further liability for damages is excluded.

(2) Liability, except in cases of injury to life, body, and health or intentional or grossly negligent behavior of the Entrepreneur, their employees, or agents, is limited to the typically foreseeable damages at the time of contract conclusion and, in other respects, to the amount of average typical contractual damages. This also applies to indirect damages, particularly loss of profit.

(3) The provisions of the Product Liability Act remain unaffected.

§ 15 Governing Law, Deviating Jurisdiction

(1) The law of the Entrepreneur’s registered office applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of the state in which the Distribution Partner has their habitual residence remain unaffected.

(2) If the Distribution Partner is a merchant or a public law corporation, or does not have a general jurisdiction in the domestic territory, or relocates their residence abroad after the conclusion of the contract, or their residence is not known at the time the lawsuit is filed, the jurisdiction and place of performance shall be Hamburg.

§ 16 Final Provisions

(1) Amendments or additions to these General Terms and Conditions require written form. This also applies to the cancellation of the requirement for written form.

(2) If these General Terms and Conditions are translated into another language and there are inconsistencies in any provision between the German and the translated version of the General Terms and Conditions, the German version shall always take precedence.

(3) In the event of invalidity or incompleteness of a clause in these General Terms and Conditions, the entire contract shall not be deemed invalid. Rather, the invalid clause shall be replaced by a valid clause that comes closest in economic terms to the intent of the invalid clause. The same shall apply to the filling of a regulatory gap.

Version of the General Terms and Conditions for Contracts, Delivery, and Payment: 13.08.2024