Terms of service
ACCELL GENERAL TERMS AND CONDITIONS
(VERSION 01.03.2026)
1. The following terms of sale apply to all contracts between the Purchaser and us for the delivery of goods. They shall also apply to all future business relations, even if they are not expressly agreed again. Unless otherwise agreed, the Terms of Sale apply in the valid version at
1.the time of the order of the Purchaser or in any case in the version last notified to it in writing as a framework agreement, including for similar future
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contracts, without us having to make reference thereto again in each individual case.
2. Any terms and conditions of the buyer that deviate from, conflict with, or supplement these terms shall not be binding unless expressly accepted by us in writing, even if we do not explicitly object to them. These Terms and Conditions of Sale shall apply exclusively even if we perform the delivery to the buyer without reservation, while being aware of terms and conditions of the buyer that conflict with or deviate from our own.
3. Any individual agreements reached with the buyer in specific instances (including side agreements, amendments, additions or a service level agreement concluded between the parties) shall prevail over these terms in any event. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
II. Offer, Conclusion of Contract, and Confidentiality
1. We may accept an order placed by the buyer, which qualifies as an offer to conclude a purchase contract, within two weeks by sending an order confirmation or by sending the ordered products within the same period.
2. Our offers are subject to change and non-binding unless we have expressly designated them as binding.
3. We reserve our property rights, copyrights and other intellectual property rights to all illustrations, calculations, drawings and other documents. The buyer may only pass these on to third parties, make them accessible to third parties, or use or reproduce them himself or through third parties—either as such or in terms of content—with our express consent, regardless of whether we have marked them as confidential. Upon our demand, the buyer shall return such items to us in full and delete or destroy any copies produced, provided that they are no longer necessary for the buyer's regular business operations or in the event that negotiations fail to result in a contract. This does not apply to the storage of data provided in electronic form for the purpose of standard data backups.
III. Payment Terms
1. Unless otherwise specified in the order confirmation, our prices apply ex works without packaging and, in the case of export deliveries, plus customs, fees and other public duties. Our prices do not include statutory value-added tax. We will state this separately in the invoice at the statutory rate on the day of invoicing.
2. If, in the case of a mail order purchase (VI. 1.), we do not charge the transport costs actually incurred in the individual case, a flat-rate fee for
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transport costs applies (excluding any transport insurance within the meaning of VI.3). The Purchaser can find the amount of this flat-rate transport fee in the applicable terms agreement.
3. With regard to invoices from Engelbert Wiener Bike Parts GmbH, payment is due within 10 days from the invoice date with a 1% cash discount, or with a 2% cash discount if payment is made by direct debit (SEPA mandate), or without any discount within 30 days from the invoice date and delivery of the goods. Amounts under EUR 25 are payable without any deduction. For invoices from all other companies within the Accell Group, the following payment terms apply: payment within 10 days from the invoice date without deduction; in the case of direct debit (SEPA), within 10 days from the invoice date with a 1% cash discount; alternatively, payment without deduction within 30 days from the invoice date and delivery of the goods. In all cases, the following applies: Cash discount may only be deducted if all payment obligations from previous deliveries have been completely fulfilled. We are entitled, including as part of an ongoing business relationship, to only carry out a delivery against advance payment at any time in whole or in part. We shall declare a corresponding retention at the latest with the order confirmation. The timeliness of the payment is determined by the receipt by us. Payment by check is excluded unless agreed separately in individual cases.
4. The Purchaser shall be in default upon expiry of the above payment period. The purchase price shall bear interest during the default at the respectively applicable statutory default interest rate. We reserve the right to claim further default damages. Vis-à-vis merchants, our claim to the commercial default interest (Section 353 of the German Commercial Code (HGB)) remains unaffected.
5. The Purchaser shall only be entitled to set-off or retention rights insofar as its claim is legally established or is undisputed. In case of defects of the delivery, the counterrights of the Purchaser shall remain unaffected, in particular in accordance with VII. 6.. We have the right to demand advance payments and the provision of security if, after conclusion of the contract, facts become known that call into question the reliability of the Purchaser, in particular its solvency. We are entitled to rescind the contract if the Purchaser has provided false or incomplete information about
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facts concerning its creditworthiness. Compensation claims of the Purchaser from this rescission are excluded. Our statutory rights of retention and rescission remain unaffected.
6. Insofar as the agreed prices are based on list prices and the delivery is to take place more than four months after the conclusion of the contract, our list prices valid at the time of delivery apply (in each case minus an agreed percentage or fixed discount), without the Purchaser having a right of rescission, unless otherwise previously agreed. If the price increases by more than 5%, the Purchaser shall have a right of rescission.
IV. Delivery and Performance Periods
1. Periods and dates for deliveries and services promised by us are always only approximate, unless a fixed period or a fixed date has been expressly promised or agreed. shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding
agent, carrier or other third party commissioned with the transport. The Purchaser must duly fulfill all its obligations and in a timely manner.
2. If we cannot meet binding delivery deadlines for reasons for which we are not responsible (impossibility of performance), we will promptly notify the Purchaser and simultaneously communicate the expected new delivery time. If the performance is not possible within the new delivery period as well, we are entitled to withdraw from the contract in whole or in part; we will refund any consideration already paid by the Purchaser without undue delay. The impossibility of performance in this sense shall be deemed in particular to be late deliveries by our suppliers if we have entered into a congruent covering transaction, neither we nor our suppliers are at fault, or we are not subject to a procurement obligation in the individual case.
3. The occurrence of our delay in delivery shall be governed by the statutory provisions. In any case, a reminder of the Purchaser is necessary. If a non-binding delivery date or such a period is exceeded, the Purchaser must first request us to deliver within a period of at least six weeks; only then will we be in default.
4. The rights of the Purchaser in accordance with section VIII. of these Terms and our statutory rights, particularly in the event of an exclusion of performance obligation (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected.
5. We are entitled to render partial deliveries and partial services at any time if
· the partial delivery can be used by the Purchaser within the scope of the contractual purpose,
· the delivery of the remaining ordered goods is ensured (unless the final delivery of only parts of the delivery is just as usable for the Purchaser as the entire delivery) and
· the Purchaser does not incur any significant additional work or additional costs as a result.
6. If the Purchaser is in default of acceptance, we are entitled to demand compensation for the damage incurred and any additional expenses. The same applies if the Purchaser culpably breaches its duty to cooperate or our delivery is delayed for other reasons for which the Purchaser is responsible. In case of unjustified refusal of delivery and subsequent return of the ordered goods, we reserve the right to apply a handling fee of... 120 Euro / bicycle or eBike.
V. Use of the Online Shop
1. Orders placed in our online shop, which are placed by the Purchaser itself or else by the users of the customer account, are legally valid purchase contracts. In the event that third parties act without authorization, this only applies if the Purchaser could have recognized and prevented the actions of the third party with due diligence and we could assume that the Purchaser knew and approved of the behavior of the third party. The Purchaser is liable for any unauthorized use of its user data made possible through its fault and the costs incurred as a result. A refusal of acceptance or return of the orders can lead to the deletion of user data and thus to exclusion from our online shop.
2. The use of our data and images – regardless of whether they are copyrighted, trademarked or otherwise legally protected – by the Purchaser is only permitted with our prior written consent.
VI. Transfer of Risk / Delivery
1. Delivery is from warehouse, which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the Purchaser, the goods will be sent to another destination (mail order purchase).
2. The risk of accidental deterioration or accidental loss passes to the Purchaser at the latest when the delivery item is handed over. However, in mail order purchases, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay already passes upon delivery of the goods (with the start of the loading process being decisive) to the forwarding agent, the carrier or other individual intended to execute the shipment. This applies even if partial deliveries are made or if we have taken over other services (e.g. shipping). It is equivalent to handover if the Purchaser is in default of acceptance. If shipping or the handover is delayed as a result of a circumstance for which the Purchaser is responsible,
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the risk passes to the Purchaser from the day on which the delivery item is ready for shipment and we have notified the Purchaser of this.
3. Loading and shipping are uninsured. At the request and expense of the Purchaser, we will secure the delivery with transport insurance.
4. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping, packaging). We will then endeavor to take into account the wishes and interests of the Purchaser with regard to the type and route of shipment; any additional costs caused by this – even if freight-free delivery has been agreed – shall be borne by the Purchaser.
5. If shipment is delayed at the request of or through the fault of the Purchaser, we will store the goods at the Purchaser‘s expense and risk. In this case, the notification of readiness for shipment is equivalent to shipment.
VII. Warranty
1. The statutory provisions shall apply to the Purchaser‘s rights in the event of material defects and defects of title (including incorrect and short deliveries as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions regarding supplier recourse (Sections 445a, 478 of the German Civil Code (BGB)) remain unaffected.
2. The basis of our liability for defects is primarily the agreements reached on the quality of the goods and the assumed use of the goods (including accessories and instructions). All product descriptions that are the subject of the individual contract or that have been made public by us
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(especially in catalogs or on our Internet homepage) are deemed to be an agreement on the quality of the goods.
3. For goods with digital elements or other digital contents, we owe provision and, where applicable, updates of the digital contents only if this expressly arises from a quality agreement in accordance with section 2. We assume no liability for public statements by third parties.
4. Claims for defects on the part of the Purchaser only exist if the Purchaser has properly complied with its obligations to examine and give notice of defects in accordance with Section 377 HGB.
5. Normal wear and tear does not justify any warranty claims.
6. If there is a defect in the goods at the time of the transfer of risk, we are obliged to render subsequent performance, unless we are entitled to refuse subsequent performance on the basis of statutory provisions. We are entitled to make the subsequent performance owed dependent on the Purchaser paying the purchase price due. However, the Purchaser is entitled to retain a reasonable portion of the purchase price relative to the defect. The Purchaser must grant us a reasonable period of time for subsequent performance. We can choose to rectify the defect by eliminating the defect (rectification) or by delivering new goods. In the event of rectification of a defect, we shall bear the necessary expenses in the statutory amount if there is actually a defect. If there is no defect, we can require the reimbursement of the costs incurred from the unauthorized request for
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the remedy of defects from the Purchaser (in particular testing, installation/removal and transport costs), unless the lack of defects could not be detected by the Purchaser.
7. The Purchaser can only demand a reduction in the purchase price (reduction) or declare rescission of the contract if the subsequent performance has failed. In the case of an insignificant defect, however, there is no right of rescission. The rectification is deemed to have failed
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after the second unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the Purchaser due to the subject matter of the contract.
8. Statutory claims of the Purchaser for damages or compensation of wasted expenditures exist even for defects only in accordance with VIII., and are otherwise excluded.
9. Notwithstanding Section 438 para. 1 no. 3 BGB, the general statute of limitations for claims from material and legal defects shall be one year from delivery. If acceptance has been agreed, the limitation period begins with the acceptance. The shortening of the statute of limitations in section 9 sentence 1 shall not apply (i) to claims for damage resulting from injury to life, body or health that is due to an intentional or negligent breach of duty on our part or an intentional or negligent breach of duty by a legal representative or vicarious agent of ours, and (ii) to damage due to an intentional or grossly negligent breach of duty on our part or an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of ours. The statutory provisions on supplier recourse (especially Sections 445b, 479 BGB) remain unaffected.
VIII. Liability
1. Unless otherwise provided in these Terms, including the following provisions, we are liable for any breach of contractual and non-contractual obligations under the statutory provisions.
2. For damages we are liable – for whatever legal reason – within the framework of fault-based liability for intent and gross negligence. In cases of simple negligence, we are liable, subject to a milder liability standard according to statutory provisions (e.g. for care in own affairs), only
a) for damages resulting from injury to life, limb or health,
b) for damages resulting from the significant breach of a material contractual obligation (an obligation whose fulfillment enables the proper performance of this contract in the first place, and upon the fulfillment of which the contracting party regularly relies and may rely); in this case, our liability is limited to compensation for the foreseeable, typically occurring damage.
3. The limitations of liability resulting from VIII. 2 also apply to breaches of duty by or for the benefit of persons whose negligence we are liable for in accordance with the statutory provisions. They do not apply to claims by the Purchaser under the German Product Liability Act and insofar as we have fraudulently concealed a defect or have given a guarantee for the quality and/or durability of the goods or parts of the goods.
4. Due to a breach of duty that does not consist of a defect, the Purchaser may only rescind or terminate the contract if we are responsible for the breach of duty. A free right of termination of the Purchaser is excluded. n other respects, the statutory requirements and legal consequences shall apply.
IX. Retention of Title
1. The delivered goods (reserved goods) remain our property until all claims have been settled, including all current account balance claims that we are entitled to against the Purchaser now or in the future. In the event that the Purchaser behaves in breach of contract, e.g. through default in payment, we are entitled to demand the return of the reserved goods on the basis of the retention of title. The demand for surrender does not simultaneously mean a declaration of withdrawal; rather, we are entitled to reclaim the goods and reserve the right to withdraw. If the Purchaser fails to pay the purchase price due, we may assert these rights only if we have previously unsuccessfully extended a reasonable period to the Purchaser for payment or such a deadline is dispensable according to the statutory provisions. If we take back the reserved goods, this constitutes a rescission of the contract. The Purchaser bears the transport costs incurred for the return. After deducting an appropriate amount for the costs of utilization, the proceeds of the utilization are to be offset against the amounts owed to us by the Purchaser.
2. The Purchaser must treat the reserved goods with care and insure them adequately at replacement value against fire, water and theft damage at its own expense. Maintenance and inspection work that becomes necessary must be carried out in good time by the Purchaser at its own
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expense.
3. The Purchaser is entitled to sell and/or use the reserved goods in the ordinary course of business as long as it is not in default of payment. Pledges or assignments as security to third parties before the secured claims have been paid in full are not permitted. The Purchaser hereby assigns to us in advance as security in full the claims arising from the resale or any other legal reason (insurance, tort) with regard to the reserved goods (including all balance claims from current accounts); we hereby accept the assignment. We revocably authorize the Purchaser to collect the claims assigned to us for its account in its own name. This does not affect our right to collect these claims ourselves; however, we will not assert the claims ourselves and will not revoke the direct debit authorization as long as the Purchaser duly meets its payment obligations. However, if the Purchaser behaves in breach of contract – in particular if it is in default with the payment of a claim for remuneration – we can demand that the Purchaser informs us of the assigned claims and the respective debtors, informs the respective debtors of the assignment and hands over all documents to us and provides all information that we need to assert the claims.
4. An assignment of the claims assigned to us under section 3 is not permitted, unless it is an assignment by way of genuine factoring, which is reported to us and in which the factoring proceeds exceed the value of our secured claim. Our claim becomes due immediately when the factoring proceeds are credited.
5. Any processing or transformation of the reserved goods by the Purchaser will be carried out for us in any case. If the reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including value-added tax) to the other processed items at the time of processing. The same applies to the new item created through processing as for the reserved goods. If the reserved goods are inseparably mixed or combined with other items that do not belong to us,
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we acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including value-added tax) to the other mixed or combined items at the time of mixing or combination. If the Purchaser‘s item is to be regarded as the main item as a result of the mixing or combination, the Purchaser and we agree that the Purchaser transfers proportionate co-ownership of this item to us; we hereby accept the transfer. The Purchaser shall keep our resulting sole or joint ownership of an item for us free of charge.
6. In the event of access by third parties to the reserve goods, in particular seizures, the Purchaser will disclose our ownership without undue delay and notify us in writing without undue delay so that we can enforce our property rights. f the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the Purchaser is liable for these.
7. The Purchaser must inform us without undue delay in writing if an application for the opening of insolvency proceedings is filed.
8. At the request of the Purchaser, we are obliged to release the collateral to which we are entitled if the realizable value of our collateral exceeds the claims to be secured by more than 10%. We are responsible for selecting the collateral to be released.
X. Return of Goods
1. A return of sold goods outside of justified warranty claims is fundamentally excluded. If we take back the goods for reasons for which the Purchaser is responsible, the Purchaser is obliged to reimburse us for all costs incurred and, in particular, to pay us reasonable compensation for the reduction in value caused by use as well as the profit lost through the taking back. Any further statutory claims on our part shall remain unaffected. The Purchaser agrees that we shall offset the amount of the claim against the purchase price installments already paid.
2. In individual cases, the return of goods can be agreed after prior written agreement. The prerequisite for this is that the returned goods are complete, undamaged and in their original packaging. The Purchaser bears the cost and risk of delivery. For the processing of returns, we reserve the right to charge a processing and restocking fee of 20% of the purchase price, but at least €50.00.
XI. Jurisdiction, Applicable Law, Miscellaneous
1. The exclusive – including international – place of jurisdiction for all disputes directly or indirectly arising from the contractual relationship is the court competent for Schweinfurt, Germany. However, we are also entitled to sue the Purchaser at its general place of jurisdiction. Overriding statutory provisions, especially concerning exclusive jurisdiction, shall remain unaffected.
2. The relationships between the contracting parties are governed exclusively by the law applicable in the Federal Republic of Germany. The application of the uniform law on the international purchase of movable property and the law on the conclusion of international sales contracts for movable property is excluded.
3. The Purchaser acknowledges that we store data from the contractual relationship in accordance with Section 28 of the German Federal Data Protection Act for the purpose of data processing and that we reserve the right to pass the data on to third parties (e.g. insurance companies), to the extent this is necessary for the performance of the contract.
4. If one or more of these Terms should be or become invalid or unenforceable, the validity of the remaining Terms shall not be affected.