General Terms and Conditions (GTC / AGB)

of WINALITE FOR YOU – Proprietor Alexander Michel

§ 1 Scope of Application

(1)
These General Terms and Conditions (hereinafter referred to as “GTC”) apply to contracts for the purchase and delivery of goods between WINALITE FOR YOU, proprietor Alexander Michel (hereinafter referred to as the “Supplier”), and its customers.

(2)
A customer within the meaning of these GTC may be either a consumer or an entrepreneur/business customer.

A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or independent professional activity.

An entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

(3)
Registered distributors purchase goods from WINALITE FOR YOU as entrepreneurs, in particular for the purpose of resale to end customers. The respective contractual and distribution terms and conditions as well as the agreed Marketing Plan, including the bonus conditions, additionally apply to distributors.

(4)
In relation to entrepreneurs, conflicting or supplementary General Terms and Conditions of the customer shall apply only if WINALITE FOR YOU has expressly agreed to their application.

(5)
The version of the GTC valid and effectively agreed upon at the time the respective contract is concluded shall apply.

§ 2 Conclusion of Contract and Orders

(1)
The presentation of products on websites, in catalogues, price lists, sales documents or other advertising materials generally does not constitute a legally binding offer but an invitation to place an order, unless the respective offer is expressly designated as binding.

(2)
Orders may be placed in particular by email, telephone, WhatsApp or through an online, customer or distributor area provided by WINALITE FOR YOU.

(3)
By placing an order, the customer makes a binding offer to conclude a purchase contract.

(4)
Confirmation of receipt of an order does not yet constitute acceptance unless acceptance is expressly declared at the same time.

(5)
The contract is concluded by express acceptance, by sending an order confirmation, or by dispatch or handover of the ordered goods.

(6)
If an ordered item is unavailable, the customer will be informed. Payments already made for goods that cannot be supplied will be refunded without undue delay unless another arrangement has been agreed with the customer.

§ 3 Delivery and Shipping

(1)
Delivery shall be made to the delivery address specified by the customer.

(2)
Information regarding delivery times is binding only if expressly agreed as binding. The customer’s statutory rights in the event of delivery delays remain unaffected.

(3)
Shipping costs will be communicated to the customer before completion of the order or will be stated in the respective offer or current price list.

(4)
Deliveries abroad may be subject to additional customs duties, taxes, charges or fees. These shall be borne by the customer to the extent permitted by law.

(5)
For orders from abroad and where there are reasonable indications of a risk of non-payment, WINALITE FOR YOU may require payment in advance.

§ 4 Prices and Transfer of Risk

(1)
Prices quoted to consumers are total prices including statutory VAT unless expressly stated otherwise. Shipping costs may be added where applicable.

(2)
In the case of consumers, the risk of accidental loss or accidental deterioration generally passes only upon handover of the goods to the consumer or to a third party authorised by the consumer to receive them. Statutory special provisions remain unaffected.

(3)
If the customer is an entrepreneur, in the case of a sale involving shipment the risk generally passes upon handover of the goods to the forwarding agent, carrier or other person entrusted with carrying out the shipment.

(4)
If goods are delivered with visible transport damage, the customer is requested, where possible, to report this immediately to the delivery service and to inform WINALITE FOR YOU. A consumer’s statutory rights shall not be restricted by failure to make an immediate complaint.

§ 5 Payment Terms

(1)
The available payment methods are specified in the respective offer or communicated when the order is placed.

(2)
Unless otherwise agreed, invoice amounts must be paid within the payment period stated on the invoice.

(3)
Payments shall be made exclusively to WINALITE FOR YOU or to the account specified by WINALITE FOR YOU. Other persons or companies may accept payments only if expressly authorised to do so.

(4)
The customer may set off claims only where such claims are undisputed or have been finally established by a court. Statutory rights, in particular counterclaims arising from the same contractual relationship, remain unaffected.

§ 6 Retention of Title

(1)
The delivered goods shall remain the property of WINALITE FOR YOU until the respective purchase price has been paid in full.

(2)
In relation to entrepreneurs, WINALITE FOR YOU retains title to the delivered goods until all claims arising from the ongoing business relationship have been paid in full.

(3)
Distributors may resell purchased goods within the scope of their commercial activity. Additional restrictions or requirements concerning distribution channels, pricing, online sales, use of trademarks and advertising are governed by the separate contractual and distribution terms and conditions.

§ 7 Returns, Complaints and Defects for Entrepreneurs and Distributors

(1)
Entrepreneurs and registered distributors have no voluntary right of withdrawal or return in respect of goods free from defects. Goods free from defects will be accepted for return only with the prior express consent of WINALITE FOR YOU.

(2)
The distributor is obliged, immediately upon receipt, to inspect the delivery to a reasonable extent with regard to quantity, identity of the goods, condition of the packaging and visible defects.

(3)
Where the purchase constitutes a commercial transaction for both parties within the meaning of the German Commercial Code, the duties of inspection and notification pursuant to Section 377 HGB shall additionally apply. Visible defects must be reported without undue delay following inspection. Defects that could not be identified during a proper incoming inspection must be reported without undue delay after discovery.

(4)
Merely opening or checking a delivery at a later date does not cause a defect that could already have been detected during a proper incoming inspection to be regarded as a hidden defect.

(5)
A complaint must identify the affected goods as precisely as possible. WINALITE FOR YOU may request, in particular, the order or invoice number, product name, quantity, description of the defect, photographs and information regarding batch number, production date, shelf-life information or other identifying characteristics.

(6)
The goods concerned must be retained until completion of the complaint review and, upon request, made available to WINALITE FOR YOU for inspection or subsequent performance.

(7)
In the event of a complaint, only the goods actually complained about from the respective delivery may be presented or returned. Replacement or mixing with goods from previous or other deliveries is not permitted.

(8)
WINALITE FOR YOU is entitled to use internal product markings, batch numbers, production dates and other identifying characteristics to verify whether the goods complained about can be assigned to the relevant delivery. If the goods presented can be shown to originate from another delivery, the complaint relating to those goods may be rejected.

(9)
A complaint relates exclusively to the goods actually affected by a defect. In mixed orders, sets, cases or deliveries, a defect in one or more items generally does not entitle the customer to return the entire order, entire set or other goods free from defects, unless a more extensive statutory right exists.

(10)
Normal ageing, expiry of a shelf-life or period of use after handover, unsuitable or incorrect storage, improper handling, subsequent damage or other changes within the distributor’s area of responsibility do not constitute a defect attributable to WINALITE FOR YOU.

(11)
In the event of a justified defect, the statutory rights to subsequent performance shall apply. The purchaser must make the affected goods available to WINALITE FOR YOU for subsequent performance. In the event of replacement delivery, WINALITE FOR YOU may require the defective goods to be returned.

(12)
Mandatory statutory rights of the entrepreneur or distributor, in particular statutory rights of recourse within a supply chain, remain unaffected.

§ 8 Statutory Defect Rights for Consumers

(1)
The statutory law governing liability for defects applies to consumers.

(2)
If the delivered goods are defective, the consumer is entitled to the statutory rights.

(3)
An additional guarantee exists only if expressly granted for the respective product. Statutory rights relating to defects are not restricted by any such guarantee.

§ 9 Right of Withdrawal for Consumers

(1)
Consumers generally have the statutory right of withdrawal in distance contracts. Details are set out in the separate withdrawal instructions.

(2)
The right of withdrawal does not apply, in particular, to contracts for the supply of sealed goods which are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery.

(3)
This may apply in particular to hygiene and personal care products, provided that the relevant statutory requirements are met.

(4)
Statutory rights relating to defective goods remain unaffected.

§ 10 Bonus Programme for Distributors

(1)
Registered distributors may earn bonus credits in accordance with the Marketing Plan effectively agreed in each case. The requirements, calculation and amount of the bonus are governed by the Marketing Plan and the bonus conditions.

(2)
Available bonus credit of EUR 40.00 or more may, in accordance with the applicable bonus conditions, either be requested for payment or used to purchase goods from WINALITE FOR YOU.

(3)
Insofar as the bonus credits form part of the Marketing and Bonus Programme and do not constitute commission claims that have already arisen under mandatory statutory provisions, each bonus credit shall be valid for a period of 12 months from the respective credit date.

(4)
The validity period is calculated separately for each bonus credit. A later order, further bonus credit or other activity does not extend the validity period of existing earlier bonus credits.

(5)
The distributor is responsible for monitoring the balance and respective validity period of their bonus credit and for requesting payment or using the credit for the purchase of goods within the applicable validity period.

(6)
To the extent permitted by law, bonus credit that has not been used or requested for payment within 12 months of the respective credit date shall expire at the end of the applicable validity period and be removed from the bonus account.

(7)
To the extent permitted by law and unless otherwise provided in the Marketing Plan, WINALITE FOR YOU is not obliged to provide the distributor with a separate reminder before a bonus credit expires.

(8)
Bonus credits are generally not transferable to other distributors or third parties unless WINALITE FOR YOU has expressly agreed to such transfer.

(9)
Mandatory statutory claims, in particular claims that have already arisen under mandatory provisions of commercial agency law, are not excluded by these bonus rules.

§ 11 Special Contractual and Distribution Terms for Distributors

(1)
In addition to these GTC, registered distributors are subject to the contractual and distribution terms agreed with them as well as the Marketing Plan including the bonus conditions.

(2)
Where consent to new or substantially amended contractual, distribution or bonus terms is required for distributor activity, the distributor will be informed accordingly.

(3)
If the required consent to the terms applicable to future distributor transactions is not provided, there shall be no entitlement to future orders on distributor terms or to future participation in the relevant bonus programme, to the extent permitted by contract and by law.

(4)
Claims that have already arisen and are protected by law remain unaffected.

(5)
The sale and commercial advertising of WINALITE products via distributors’ own websites, online shops, social-media accounts or comparable digital distribution channels may be permitted with the prior approval of WINALITE FOR YOU.

(6)
As a rule, distributors with GOLD status or higher may apply for such approval. Approval may in particular be conditional upon successful participation in a short product, advertising or sales training course provided by WINALITE FOR YOU and confirmation of the sales and advertising guidelines applicable to the respective distribution channel.

(7)
Approval is subject, in particular, to the distributor complying with statutory information obligations and WINALITE FOR YOU requirements regarding product presentation, trademark use and advertising, refraining from misleading or unlawful product or health claims, and clearly informing customers that they are acting as an independent distributor.

(8)
Approval may be limited to specific distribution channels. In particular, sales via online marketplaces or third-party platforms such as Amazon or eBay require separate express approval from WINALITE FOR YOU. Any approval granted is personal, non-transferable and may be revoked for the future in the event of serious or repeated violations of the agreed distribution, advertising or trademark guidelines.

(9)
Personal communication with existing or potential customers via email, WhatsApp, messenger services or social networks as part of personal direct selling remains permitted, provided that no independent publicly accessible online shop or unauthorised online marketplace is operated and the statutory and contractual advertising and distribution requirements are complied with.

§ 12 Competitive Activities and Solicitation

(1)
During the period of active cooperation with WINALITE FOR YOU, a distributor may not carry out activities for a directly competing MLM, network-marketing or direct-sales company insofar as that company mainly distributes the same or comparable product groups as WINALITE FOR YOU and this adversely affects the legitimate business interests of WINALITE FOR YOU.

(2)
In particular, the distributor is prohibited from specifically soliciting other distributors, sales partners or members of the WINALITE FOR YOU distribution structure for a competing company or another MLM, network-marketing or comparable distribution structure, or from attempting to do so.

(3)
The distributor is prohibited from using contact details, distributor lists, structure data, internal information or other non-public information obtained in the course of their activities for WINALITE FOR YOU for the purpose of soliciting distributors or promoting a competing distribution system, or from disclosing such information to third parties for that purpose.

(4)
A serious or repeated breach of the above provisions may constitute good cause for extraordinary termination of the distributor agreement.

(5)
Upon termination of the distributor agreement taking effect, the distributor’s right to use their Distributor ID for future orders on distributor terms, to participate in the distribution structure and to acquire new future entitlements under the Bonus and Marketing Programme shall cease.

(6)
The distribution position associated with the Distributor ID and the future structural and bonus rights arising from it may cease upon termination of distributor status. There is no entitlement to transfer, continue or otherwise use the previous distribution position unless otherwise mandatorily provided by contract or law.

(7)
Payment or commission claims that have finally arisen before termination takes effect and are mandatorily protected by law remain unaffected. The treatment of bonus claims that have not yet finally arisen is governed by the effectively agreed Marketing Plan and bonus conditions.

(8)
Further statutory claims of WINALITE FOR YOU, in particular those arising from unauthorised use of confidential data or other unlawful acts, remain unaffected.

§ 13 Liability

(1)
WINALITE FOR YOU shall have unlimited liability in cases of intent and gross negligence and for damage arising from injury to life, body or health.

(2)
In the event of a slightly negligent breach of essential contractual obligations, liability shall be limited to the typical and foreseeable damage under the contract. Essential contractual obligations are obligations whose fulfilment is necessary for the proper performance of the contract and on whose observance the contractual partner may normally rely.

(3)
Liability under the German Product Liability Act and other mandatory statutory grounds of liability remain unaffected.

§ 14 Data Protection

Personal data is processed in accordance with the applicable data protection regulations. Details regarding the nature, scope, purpose and legal basis of processing are contained in the WINALITE FOR YOU Privacy Policy.

§ 15 Applicable Law and Place of Jurisdiction

(1)
The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2)
In relation to consumers, this choice of law shall apply only insofar as it does not deprive the consumer of mandatory consumer-protection provisions of the country in which the consumer has their habitual residence.

(3)
The statutory rules on jurisdiction apply to consumers.

(4)
If the contractual partner is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall, to the extent permitted by law, be the registered place of business of WINALITE FOR YOU.

§ 16 Consumer Dispute Resolution

WINALITE FOR YOU is neither willing nor obliged to participate in dispute-resolution proceedings before a consumer arbitration body.

§ 17 Final Provisions

(1)
Individual agreements between WINALITE FOR YOU and the respective contractual partner shall take precedence over these GTC.

(2)
Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of an invalid provision.

Version: September 2026