Table of Contents
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- Scope
- Conclusion of Contract, Subject Matter of Contract
- Voluntary Exchange Right
- Prices and Payment Terms
- Delivery and Shipping Terms
- Force Majeure
- Delay in Performance
- Retention of Title
- Liability for Defects
- Liability
- Statute of Limitations
- Right of Retention, Assignment
- INCI
- Intellectual Property Rights
- Applicable Law, Place of Jurisdiction
§ 1 Scope
1.1 These General Terms and Conditions (hereinafter "GTC") of MALU WILZ Beauté GmbH (hereinafter "Seller") apply to all contracts concluded by an entrepreneur (hereinafter "Customer") with the Seller regarding the goods offered by the Seller. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.
1.2 These GTC also apply exclusively if the Seller, with knowledge of conflicting or deviating terms and conditions of the Customer, carries out the delivery to the Customer without special reservation.
1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.
§ 2 Conclusion of Contract, Subject Matter of Contract
2.1 The Customer can send a non-binding request for an offer to the Seller by telephone, e-mail or letter. Upon the Customer's request, the Seller will send the Customer a binding offer by e-mail or letter for the sale of the goods previously selected by the Customer from the Seller's product range. The Customer can accept this offer by submitting a declaration of acceptance to the Seller by e-mail or letter or by paying the purchase price offered by the Seller within 7 (seven) days of receipt of the offer, whereby the day of receipt of the offer is not included in the calculation of the deadline. For acceptance by payment, the day of receipt of payment by the Seller is decisive. If the last day of the period for accepting the offer falls on a Saturday, Sunday, or a public holiday recognized by the state at the Customer's registered office, the next working day shall take its place. If the Customer does not accept the Seller's offer within the aforementioned period, the Seller is no longer bound by its offer and can freely dispose of the goods again. The Seller will explicitly point this out to the Customer in its offer.
2.2 If the parties have agreed on special conditions, these generally do not apply to ongoing and future contractual relationships with the Customer.
2.3 In the event of the Customer's economic inability to fulfill its obligations towards the Seller, the Seller may terminate existing exchange contracts with the Customer without notice by withdrawing from the contract. This also applies in the event of an insolvency application by the Customer. Section 321 BGB (German Civil Code) and Section 112 InsO (German Insolvency Code) remain unaffected. The Customer will inform the Seller in writing at an early stage about impending insolvency.
2.4 Unless otherwise stated in the Seller's offer, the basis of the initial order is always the acceptance of the complete product range within the framework of the Seller's basic offer. Further products can be added as a complete color assortment. For the initial order, we deliver all listed products as signed in the offer. For reorders, necessary test material, cabinet goods and promotional materials are supplied free of charge if the value of the goods, after deduction of compensation for any returns in accordance with Section 3 of these GTC, does not exceed 10% of the net invoice amount of the reorder.
§ 3 Voluntary Exchange Right
Without prejudice to its statutory rights, the Seller grants the Customer a voluntary right of exchange according to the following provisions:
The Seller's field staff are authorized to accept exchange requests on an ex gratia basis within the scope of subsequent orders, whereby the value may not exceed a maximum of 10% of the order value (as the sum of goods returned and test material supplied free of charge). This does not include any complaints about goods, which the Seller will exchange immediately and free of charge without conditions. Returns of goods must generally be made through the Seller's field staff. Returns made directly by the Customer will not be accepted. Products that are older than two years cannot be returned or only in exceptional cases. For these products, as well as for products from returns due to business closure, the Seller reserves the right to make a reasonable deduction.
§ 4 Prices and Payment Terms
4.1 Unless otherwise stated in the Seller's offer, the Seller's current price list applies. The prices are exclusive of the statutory value-added tax.
4.2 Unless expressly agreed otherwise, the distance sale is deemed to have been agreed upon at the Customer's request. In this case, the purchase price is plus the following flat-rate shipping costs:
up to EUR 30,- order value: EUR 15,-
up to EUR 100,- order value: EUR 9,-
up to EUR 150,- order value: EUR 6,-
up to EUR 250,- order value - EUR 4,-
more than EUR 250,- order value: EUR 0,-
These flat-rate shipping costs apply to both the dealer and student customer groups. Interested parties receive the offer free of shipping costs.
4.3 The customer is obligated to pay the agreed purchase price within 30 calendar days of delivery of the goods. Delivery is deemed to have occurred if the customer is in default of acceptance. After this period, the customer automatically enters into default of payment without the need for a separate reminder.
4.4 If the purchase price is paid in full within 8 calendar days after delivery of the goods, the seller grants a 2% discount on the invoice total.
4.5 A payment is considered received as soon as the equivalent value has been credited to one of the seller's accounts. In the event of payment default, the seller is entitled to default interest at a rate of 10 percentage points above the respective base interest rate. The other statutory rights of the seller in the event of customer payment default remain unaffected. If claims are overdue, incoming payments will first be credited against any costs and interest, then against the oldest claim.
4.6 Should unforeseeable cost increases occur (e.g., currency fluctuations, unexpected price increases from suppliers, etc.), the seller is entitled to pass on the price increase to the customer. However, this only applies if delivery is scheduled to take place more than four months after the conclusion of the contract, as agreed.
4.7 For bonus agreements, the bonus amount is calculated from the actually paid invoice amounts of bonus-eligible items. For open items, the bonus payment will be withheld until all open items are paid in full. Offsetting with bonus amounts does not occur.
§ 5 Delivery and Shipping Conditions
5.1 Goods will be delivered by mail to the delivery address provided by the customer, unless otherwise agreed.
5.2 Stated delivery times/dates are non-binding, unless the binding nature of the stated time/date is expressly confirmed by the seller.
5.3 The seller is entitled to make partial deliveries, provided this is reasonable for the customer. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.
5.4 The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This applies only if the non-delivery is not attributable to the seller and the seller has concluded a concrete covering transaction with the supplier with due diligence. The seller will make every reasonable effort to procure the goods. In the event of unavailability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded immediately.
5.5 The risk of accidental loss and accidental deterioration of the goods passes upon handover of the goods to a suitable transport person. This also applies if the seller bears the costs of transport. Transport insurance will only be taken out upon special request and at the customer's expense.
5.6 If a delivery is not possible for reasons attributable to the customer, e.g., because the goods do not fit through the customer's entrance door, front door, or staircase, or because the customer is not found at the delivery address provided by them, even though the delivery time was announced to the customer with reasonable notice, the customer bears the costs for the unsuccessful delivery and is obligated to pay a flat-rate compensation for delay. This amounts to 1% for each full week of delay, but not more than 8% of the value of the total delivery or the unaccepted part of the total delivery. The parties remain free to prove higher or lower damages.
5.7 In the event that the shipment of the goods to the customer is delayed for reasons attributable to the customer, the transfer of risk already occurs upon notification of readiness for shipment to the customer. Any storage costs incurred after the transfer of risk shall be borne by the customer.
5.8 For self-collection, the seller will first inform the customer by e-mail that the goods ordered by them are ready for collection. After receiving this e-mail, the customer can pick up the goods after arrangement with the seller. In this case, no shipping costs will be charged.
§ 6 Force Majeure
In the event of force majeure events affecting the performance of the contract, the seller is entitled to postpone delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw entirely or partially, without any claims being derived against the seller. Force majeure events are deemed to be all events unforeseeable for the seller or those which – even if foreseeable – are beyond the seller's control and whose impact on contract performance cannot be prevented by reasonable efforts of the seller. Any statutory claims of the customer remain unaffected.
§ 7 Delay in Performance
7.1 In the event of a delay in performance, the customer has a right of withdrawal within the framework of the statutory provisions only if the delay is attributable to the seller.
7.2 In the event of the seller's default, the customer is obligated, at the seller's request, to declare within a reasonable period whether they withdraw from the contract due to the delay in delivery or insist on performance.
7.3 If shipping or delivery is delayed at the customer's request by more than one month after notification of readiness for shipment, the customer may be charged storage fees of 0.5% of the price of the items of the deliveries for each additional commenced month, but a maximum of 5% in total.
7.4 The parties remain free to prove higher or lower damages.
7.5 The above limitations of liability do not apply in cases of intent, malice, gross negligence, and for damages resulting from injury to life, body, or health.
§ 8 Retention of Title
8.1 The seller retains title to the delivered goods until full payment of the owed purchase price. Furthermore, the seller retains title to the delivered goods until all its claims from the business relationship with the customer have been fulfilled.
8.2 In the event of processing of the delivered goods, the seller is considered the manufacturer and acquires title to the newly created goods. If processing takes place together with other materials, the seller acquires title in proportion to the invoice values of its goods to that of the other materials. If, in the case of combining or mixing the seller's goods with an item of the customer, the latter is to be regarded as the main item, co-ownership of the item passes to the seller in the proportion of the invoice value of the seller's goods to the invoice value or, in the absence thereof, to the market value of the main item. The customer is considered a bailee in these cases.
8.3 The customer may neither pledge nor transfer by way of security items subject to retention of title or other proprietary rights. The customer is only permitted as a reseller to resell in the ordinary course of business under the condition that the customer's claims against its buyers in connection with the resale have been effectively assigned to the seller and the customer transfers title to its buyer subject to payment. By concluding the contract, the customer assigns its claims in connection with such sales against its buyers to the seller by way of security, and the seller simultaneously accepts this assignment.
8.4 The customer must immediately notify the seller of access to goods owned or co-owned by the seller or to assigned claims. They must immediately transfer amounts collected by them that have been assigned to the seller, insofar as the seller's claim is due.
8.5 If the value of the seller's security rights exceeds the amount of the secured claims by more than 10%, the seller will release a corresponding portion of the security rights at the customer's request.
§ 9 Liability for Defects
If the purchased item is defective, the provisions of statutory liability for defects apply. Deviating from this, the following applies:
9.1 An insignificant defect does not give rise to claims for defects and does not entitle the customer to refuse acceptance of the goods. Should a part of the goods have a not insignificant defect, this does not justify a complaint about the entire delivery. Something else only applies if the partial delivery is of no interest to the customer. Furthermore, payments by the customer may only be withheld to an extent that is in reasonable proportion to the material defect that has occurred.
9.2 Claims for defects do not arise from natural wear and tear or damage that occurs after the transfer of risk due to faulty or negligent handling, excessive use, unsuitable operating materials, or due to special external influences that are not assumed under the contract, as well as in the case of non-reproducible malfunctions. If changes or repair work are carried out improperly by the customer or third parties, no claims for defects exist for these and the resulting consequences, unless the customer can prove that the complained-of malfunction was not caused by these changes or repair work.
9.3 For new goods, the limitation period for claims for defects is one year from the transfer of risk.
9.4 For used goods, rights and claims due to defects are excluded.
9.5 The limitations of liability and reductions of the limitation period regulated above do not apply
• for items that have been used for a building in accordance with their usual use and have caused its defectiveness,
• for damages resulting from injury to life, body or health, which are based on an intentional or negligent breach of duty by the seller or an intentional or negligent breach of duty by a legal representative or vicarious agent of the seller,
• for other damages that are based on an intentional or grossly negligent breach of duty by the seller or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the user,
• in the event that the seller has fraudulently concealed the defect, and
• for the right of recourse according to § 478 BGB (German Civil Code).
9.6 In the case of supplementary performance, the seller has the choice between rectification or replacement delivery.
9.7 If a replacement delivery is made within the scope of liability for defects, the limitation period does not recommence.
9.8 If supplementary performance has been made by way of replacement delivery, the customer is obligated to return the goods first delivered to the seller within 30 days. The return package must contain the reason for the return, the customer's name, and the number assigned for the purchase of the defective goods, which enables the seller to assign the returned goods. As long as and to the extent that the assignment of the return is not possible for reasons attributable to the customer, the seller is not obligated to accept returned goods and to refund the purchase price. The costs of a new shipment shall be borne by the customer.
9.9 If the seller delivers a defect-free item for the purpose of supplementary performance, the seller may assert a compensation for use against the customer in accordance with § 346 para. 1 BGB. Other statutory claims remain unaffected.
9.10 If the customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), they are subject to the commercial duty of inspection and complaint according to § 377 HGB. If the customer fails to comply with the reporting obligations regulated therein, the goods are deemed to be approved.
9.11 Complaints about incorrect deliveries will be recognized 1 week after receipt of the goods.
§ 10 Liability
Liability for delay is conclusively regulated in section 7. Otherwise, the seller is liable for all contractual, quasi-contractual and statutory claims, including tortious claims, for damages and reimbursement of expenses as follows:
10.1 The seller is liable without limitation on any legal grounds
• for intent or gross negligence,
• for intentional or negligent injury to life, body or health,
• based on a guarantee promise, unless otherwise regulated in this regard,
• based on mandatory liability, such as under the Product Liability Act.
10.2 If the seller negligently breaches an essential contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless liability is unlimited according to the preceding paragraph. Essential contractual obligations are obligations that the contract imposes on the seller according to its content to achieve the purpose of the contract, whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer can regularly rely.
10.3 Otherwise, any liability of the seller is excluded.
10.4 The above liability provisions also apply with regard to the seller's liability for its vicarious agents and legal representatives.
§ 11 Statute of Limitations
Claims of the customer against the seller – with the exception of claims according to section 9 – become time-barred one year after knowledge of the facts giving rise to the claim, but no later than five years after the performance of the service, unless unlimited liability exists according to section 10.1.
§ 12 Right of Retention, Assignment
12.1 Rights of retention and refusal of performance by the customer are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.
12.2 An assignment of claims from the contract concluded with the customer by the customer, in particular an assignment of any claims for defects of the customer, is excluded.
§ 13 INCI
The seller provides the customer with the INCI (International Nomenclature Cosmetic Ingredients). The customer must ensure that the INCI are affixed in accordance with the legal requirements of the Cosmetics Ordinance. If the customer violates this obligation and the seller is consequently charged by third parties, the customer must indemnify the seller from justified third-party claims in this respect, provided that the customer is responsible for this.
§ 14 Intellectual Property Rights
14.1 The seller is the owner of the nationally and internationally protected trademark MALU WILZ, company designations, video and photographic materials, logos, copyrights, etc. (hereinafter "Intellectual Property Rights").
14.2 When advertising MALU WILZ products, the customer may only use materials provided to them by the seller (photos, video recordings, logos, texts, trademarks, protected signs, etc.). The customer is obliged to use all materials provided to them for use in the current version. The customer must immediately replace previous versions upon availability of new versions. Before any change/update of use, the customer must inform themselves about the current status with the seller.
14.3 The customer is prohibited from using the MALU WILZ brand in connection with services provided using products not originating from the seller.
14.4 The customer may only use the materials provided to them in the form and quality in which they were provided. They are not entitled to change the seller's materials. All MALU WILZ Beauté image material may only be used for advertising purposes for the MALU WILZ brand and MALU WILZ services. To avoid trademark infringements, downloads may only be made from the official download areas.
14.5 The customer shall immediately inform the seller of imminent or already occurred infringements of the seller's Intellectual Property Rights.
14.6 Online presentation via the internet (Business to Business) with the seller's products mentioned in the distribution agreement is permitted. Direct sales of MALU WILZ products to end consumers (Business to Consumer) require written authorization from the seller.
14.7 For the use of the seller's product images in the customer's own online shop, the customer must pay the seller a one-time usage fee of € 6,000.00.
14.8 Upon termination of the business relationship, the customer shall immediately
• no longer refer to themselves as "MALU WILZ dealer";
• cease using the seller's materials, in particular the trademark and other protected signs. The customer must remove the relevant materials at their own expense and permanently delete them from their website.
§ 15 Applicable Law, Place of Jurisdiction
15.1 All legal relationships between the parties are governed by the law of the Federal Republic of Germany, excluding the laws on the international sale of movable goods.
15.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law with its seat in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the seller's place of business. If the customer has its seat outside the territory of the Federal Republic of Germany, the seller's place of business is the exclusive place of jurisdiction for all disputes arising from this contract. However, in the aforementioned cases, the seller is in any case entitled to appeal to the court at the customer's seat.
Karlsfeld, September 2025
