Accessory Xperts and AXperts are brands of company Heinz Marchel GmbH & Co. KG.
General Terms of Sale and Delivery of company Heinz Marchel GmbH & Co. KG
I. Offer, Conclusion of Contract and Content of Agreement
1. Failing agreement to the contrary, all of our deliveries and services shall primarily be
governed by the General Terms and Conditions (GTC) found herein. Terms and conditions of
the customer inconsistent with these are hereby invalidated. Future business relations shall
also be governed by our GTC irrespective of whether specific reference has been made
thereto or not.
2. Our offers are made without engagement. Orders placed by the customer are binding
and final. A contract shall only then have been concluded if confirmed by us in writing within
2 weeks of receipt of order. Assurances, collateral agreements and amendments to the
contract shall only be deemed valid if confirmed by us in writing.
3. Where goods are ordered by electronic means, we shall confirm receipt of the order.
Confirmation of receipt of the order does not constitute a binding acceptance of the order but
may be linked to its acceptance. Notwithstanding this, a written confirmation of acceptance
shall be sent by standard written means no later than 14 days after receipt of order.
4. Contracts shall be concluded subject to the correct and timely supply of the corresponding
materials to us by our suppliers. This shall only apply to cases where non-delivery is due to
circumstances beyond our control, most notably as part of a congruent hedging transaction
concluded with our supplier. In each case, we hereby commit to inform the customer imme-diately
of any non-availability and to return any consideration made with immediate effect.
5. We reserve the right to make reasonable amendments to any designs, shapes and
colours relating to the subject matter of the contract.
II. Prices and Terms of Payment
1. Our prices are quoted in . , ex works, are exclusive of costs for transport insurance in the
event that a works lorry is used, and are subject to packaging, freight, postage, customs
duties, insurance and assembly costs as agreed. All prices are subject to the relevant valid
sales tax (VAT).
2. Failing agreement to the contrary, our invoices shall be payable net cash and upon receipt.
3. Customers may only be entitled to withhold payment or offset such payment against
counter claims where these are uncontested or legally enforceable.
III. Delivery Times/Delays in Delivery
1. Specifically agreed dates of delivery shall commence on the day the contract is signed
and be subject to the customer furnishing in full all documentation, permits, clearances and
technical declarations as well as his making any down payments that may have been
agreed upon. Adherence to deadlines for delivery on our part shall be incumbent on the
customer fulfilling his contractual duties. A delivery time shall be deemed to have been met
if the consignment shall have left our works on or before expiry of the deadline, or if notice of
its readiness for dispatch has been given. Changes or additions to the order subsequently
requested by the customer shall entail extending the delivery time accordingly. The same
shall apply to unforeseen events beyond our control for which we can accept no responsi-bility.
The customer shall be informed forthwith of such impediments to the delivery.
2. In the event of a delay in delivery due to circumstances beyond our control, the customer,
having served us a written reminder, may set an appropriate deadline after which time he
shall be entitled to refuse acceptance of the consignments in question. Should delivery not
have been made by the new deadline, the customer shall be entitled to withdraw from the
contract in writing inasmuch that we are in breach of our duties. In the event that the cus-tomer
withdraws from the contract, he shall not be entitled to require compensation on the
grounds of non-fulfilment. We hereby exclude any liability resulting from negligence on our
part.Compensation claims shall be limited to the level of liability customary to such contracts.
IV. Passing of Risk
1. The risk of accidental loss of the goods sold shall pass to the customer upon surrender of
the same, or, if sale by delivery to a place other than the place of performance has been
agreed, upon delivery of the good(s) to the forwarder, carrier or other person designated to
execute delivery of the consignment. Where consignments are supplied direct from the
works, all risks shall pass to the customer from the moment the lorry leaves the factory’s
V. Delay of Acceptance/Call-off Orders
1. In the event that the customer fails to accept the subject matter of the contract, we shall
be entitled to set a reasonable deadline for acceptance and, failing adherence thereto, dis-pose
of the goods by other means and supply the customer with a new consignment. Where
differences between the agreed cost factors and those applicable at the time of surrender of
the goods shall arise as a result of such a situation, we shall be entitled to adjust our prices
accordingly to cover additional expenses such as rising materials and labour costs.
Notwithstanding this, we reserve the right to withdraw from the contract and require com-pensation
in cases where the customer still fails to accept the consignment despite a rea-sonable
extension of the deadline. Such claims shall amount to 20 % of the agreed net price.
The customer’s right to prove that a lower or no loss was incurred by us shall remain unaf-fected.
At the same time, we reserve the right to enforce claims for any higher de-facto los-ses
incurred by us.
VI. Retention of Title
1. We reserve the right to ownership of the goods until payment of all outstanding amounts
relating to the contractual relationship valid at that time has been effected in full.
2. The processing and conversion of goods subject to the contract as performed by the
customer shall be on our behalf and in our name. Where such conversion work includes the
use of goods or materials not belonging to us, we shall acquire a part-ownership of the new
goods or materials equivalent to the proportional value of the goods supplied by us within the
other goods or materials that have been converted.
3. The customer shall be entitled to re-sell the goods in the ordinary course of business on
the sole condition that our retention of title shall remain. In this respect the customer hereby
assigns with immediate effect all receivables in connection with the invoice amount which
accrue against third parties as a result of the resale of the goods (including a pro-rata share
in the goods that have been processed or converted).We hereby accept the assignment.The
customer shall be entitled to collect such receivables. We shall be entitled to collect such
receivables ourselves in the event that the customer fails to meet his payments accordingly
or falls in arrears. At our option, we are obliged to release upon demand securities owing to
us inasmuch that these exceed the outstanding claims by more than 20 %.
VII. Complaints, Warranty and Liability
1. The customer commits to inspect all incoming goods immediately for apparent defects
and, this being the case, to report these in writing. Failing this, our warranty obligation in this
respect shall become null and void. Notwithstanding the aforesaid, each established defect
is to be reported in writing immediately. Under no circumstances shall short deliveries con-stitute
a defect. Furthermore, each complaint must be accompanied with an exact descrip-tion
of the fault and part concerned.
2. Where defective goods are concerned, we shall exercise our right either to remedy the
defect or to supply a replacement consignment.
3. In the event that the defect remains unremedied after at least two attempts, the customer
at his own discretion shall be entitled either to require a reduction in price or, where signifi-cant
defects are involved for which we are explicitly responsible, to withdraw from the con-tract.
In the event of a reduction in price or withdrawal from the contract, no claims for com-pensation
shall be enforceable.
4. The customer shall have no recourse to claims for compensation in the event that he
withdraws from the contract on the grounds of a defect of title or defect as to quality follow-ing
an unsuccessful attempt at remediation. Should the customer opt for compensation as a
consequence of the unsuccessful remediation, the goods shall remain with the customer
inasmuch that this is reasonable. The sum of compensation shall be the difference between
the purchase price and the value of the damaged item. This shall not apply in cases where
we have wilfully or negligently caused a breach of contract.
5. Our warranty obligation shall be valid for 1 year from the passing of risk. The condition
and properties of the goods shall solely be those agreed in our product description.
Furthermore, no claims made in advertising or promotion campaigns may be construed to
derive from the description agreed within the contract.
6. Should the customer receive a flawed set of assembly instructions, we shall solely be
responsible for furnishing an unflawed set of assembly instructions in general and only then
in cases where the flaw in the assembly instructions poses a hindrance to the proper
assembly of the products.
7. The customer shall not receive any guarantees from us within the legal sense of the
8. We accept no responsibility for damage resulting from improper or inappropriate use,
faulty assembly work or operation on the part of the customer or third parties, natural wear
and tear, faulty handling or maintenance work, unsuitable accessories, etc. Modifications or
service and repair work carried out without our prior permission and performed improperly
by the customer or a third party shall equally release us from our warranty obligations.
9. Where slight negligence of our duties shall be deemed to have occurred, our liability shall
be limited to the average degree of direct damage which may be reasonably foreseeable for
the type of delivery in question and which is customary for such contracts. This shall also
apply to slight negligence of contractual duties on the part of our representatives and
No liability is accepted against entrepreneurs for slight negligence of our immaterial con-tractual
The aforesaid restrictions on liability do not apply to product liability claims. Such restrictions
on liability shall equally not apply to personal injury or injury to health and/or the loss of life
with respect to the customer when such injuries or loss are attributable to us.
With the exception of cases where fraudulent intent or gross negligence on our part be
determined, claims for damages brought by the customer on the grounds of defects shall
lapse within one year of the goods having been delivered.
VIII. Liability for Collateral Duties
1. In offering written or verbal support and advice in relation to technical applications, sug-gestions,
calculations, drawings and planning, we seek to provide the customer with the
best possible means of using our products. These do not release him from his duty to per-form
his own tests to ensure that our products are suitable for the intended use.
2. In the event that we should knowingly breach our collateral duties, even prior to signing
the contract, e.g. by foregoing advice, offering incorrect advice or wrong guidance, to the
extent that the subject matter of the contract cannot be used as provided for in the contract,
we shall accept responsibility in accordance with the provision stated under Point 1 to the
exclusion of all other claims.
IX. Patterns, Drawings
We reserve our right to ownership and copyright of all patterns, drawings and other documents.
They may not be made available to third parties and are to be returned to us upon request.
X. Place of Fulfilment, Applicable Law, Court of Jurisdiction
1. The place of fulfilment for all deliveries and payments shall be Wallenhorst, Germany, the
registered location of our firm.
2. German law shall apply exclusively and to the exclusion of the UN Sales Convention
3. The court of jurisdiction shall be Osnabrück, Germany.
4. Manager: Dierk Marchel, Holder of general power of attorney: Helmut Sienkamp
Minimum order value net 25,00 EUR.