Agreed Terms and Conditions
1.1 Our General Terms and Conditions apply only to business transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). The following terms and conditions form the exclusive basis of our offers and all agreements with us. They are deemed to be accepted when an order is placed or, at the latest, upon acceptance of the delivery.
1.2 We hereby expressly and definitively reject any deviating terms and conditions of the customer, unless we have expressly accepted them in writing. This applies in particular to the customer’s quality assurance regulations or other provisions provided by the customer in writing, online or in any other way.
1.3 Our terms and conditions also apply to all future transactions.
- Order acceptance
2.1 Unless otherwise expressly agreed, our offers are subject to change without notice.
2.2 Orders are accepted by our written order confirmation or by actual execution of the delivery.
- Delivery, shipping costs, transfer of risk
3.1 Delivery is ex works D – 51429 Bergisch Gladbach. In the case of delivery by another company commissioned by us to manufacture the goods, delivery is ex works from the respective business premises of that company, provided that these are located in a member state of the European Union.
3.2 Unless otherwise expressly agreed, a collection order will be issued.
3.3 Our delivery obligation is deemed to have been fulfilled in full and the risk passes to the customer as soon as the customer has been notified that the goods are ready for collection and the customer is in default. Otherwise, the risk passes to the customer upon handover of the goods to the forwarding agent or carrier, at the latest upon leaving our delivery plant or warehouse or other shipping point. This also applies if the goods are delivered by us carriage paid. In any case, the customer bears the risk of shipment, even in the case of FOB and CIF transactions.
3.4 If no express agreement has been made regarding the shipping route and means of transport, we will make the selection with the customary care. The conclusion of transport and similar insurance policies is the responsibility of the customer. In the case of deliveries, the customer must ensure that unloading can take place immediately. We reserve the right to charge for waiting hours and return freight.
3.5 Once the goods are ready for collection and dispatch, we are entitled to set the customer a reasonable deadline for acceptance. If the goods are not accepted within this period, we are entitled to store the goods at the customer’s expense and to charge for this. Claims for damages and other legal claims remain unaffected.
3.6 If the customer does not accept a binding order quantity, we are entitled to charge minimum quantity surcharges, subject to our other claims.
3.7 Reasonable partial deliveries are permissible.
3.8 We reserve the right to make deliveries in quantities up to 5% above or below the quantity ordered.
3.9 If the shipment is accepted by the carrier without complaint, we are not liable for packaging or loading.
- Press-fit and installation parts
Unless otherwise agreed, the purchaser must supply the necessary press-fit and installation parts free of charge. A surplus of 10% in relation to the order quantity must be made available to cover manufacturing rejects.
- Delivery periods, delivery obstacles
5.1 Delivery periods or dates specified by us are only legally binding if they have been expressly agreed as binding. The notification of readiness for collection or dispatch is the sole decisive factor for compliance with the delivery period. If no specific date has been agreed upon, a reminder must be issued before a default in performance can be claimed.
5.2 Unless otherwise expressly agreed, the buyer may only withdraw from the contract after a reasonably set deadline has elapsed. Even after this period has expired, the customer is still obliged to accept delivery, unless we have received a withdrawal notice before sending notification that the goods are ready for dispatch.
5.3 If we are in default with a delivery or service or if a delivery or service becomes impossible for us for any reason whatsoever, our liability for damages is limited in accordance with No. 9 of these General Terms and Conditions.
5.4 Damages resulting from loss of production, downtime costs, loss of profit or contractual penalties promised to third parties, which have been incurred or forfeited by the customer or its customers as a result of the delayed delivery, will only be compensated in the event of default if a binding delivery date had been agreed and the customer had specified the damages and costs that would be incurred if the deadline were exceeded upon when the date was set. In all other respects, the limitations of liability under No. 9 apply.
5.5 Each delivery period only begins once all the necessary documents for executing the order have been received, and once payment has been received if payment was agreed to be due immediately upon placing the order. If the customer is to provide accessory material or press-fit parts, the delivery period does not commence before these have been received in full.
5.6 Unless otherwise agreed in writing, call-off orders must be scheduled at least 14 days before the desired delivery date. If the customer only accepts part of the order quantity, we are entitled to charge a minimum quantity surcharge, without prejudice to our other claims. If no call-off has been made 6 months after order confirmation, we are entitled to deliver and invoice the full order quantity.
5.7 If production or delivery is prevented or delayed for reasons for which we are not responsible, the delivery period will be extended accordingly by the demonstrable duration of the hindrance. When calculating the extension of the deadline, a reasonable start-up period for resuming performance must be taken into account. Performance and secondary claims of the customer during this period are excluded.
5.8 In the event of a significant deterioration in the customer’s financial circumstances, particularly if they suspend payments or file for insolvency, our delivery obligation lapses. However, the delivery obligation remains in force if the customer provides adequate security.
5.9 If we are unable to deliver due to force majeure, the delivery date will automatically be extended by the duration of these circumstances plus a reasonable start-up period. Force majeure includes circumstances that were unforeseeable when the date was agreed and for which we are not responsible, which make delivery unreasonably difficult or temporarily impossible. Examples of such circumstances are delivery delays on the part of the intended suppliers, industrial action, official measures for which we are not responsible, unavoidable shortages of raw materials or energy, pandemics or epidemics, significant operational disruptions due to the destruction of the entire business or important departments or due to the failure of indispensable production facilities, serious transport disruptions, etc., e.g. road blockades, industrial action in the transport industry, driving bans.
5.10 If these circumstances persist for more than 3 months, both contracting parties have the right to withdraw from the contract. At the request of the customer, we must declare whether we will withdraw or deliver within a reasonable period to be determined by us. Claims for damages by the customer are excluded in such cases.
5.11 Both contracting parties may withdraw from the contract without liability for damages if it is established that the fulfilment of the contract has become impossible due to these circumstances.
- Prices and terms of payment
6.1 If prices have not been agreed in writing, the prices stated in our order confirmation apply.
6.2 Unless otherwise agreed, our prices are quoted in EURO excluding packaging, VAT, shipping and insurance costs ex works (EXW) and only for the respective individual order. They also apply only to the services listed; special services will be charged separately.
- 3 Unless otherwise agreed (e.g. fixed prices), both contracting parties reserve the right to change prices if there are more than four months between the price agreement and the execution of the order and if raw material prices, prices of upstream suppliers, wages, transport costs, tax rates or other cost factors change by more than 5% and the specific change was not foreseeable at the time the contract was concluded. We will inform the customer in writing of any price increase before performing the services. The customer is entitled to withdraw from the contract within one week of written notification of a price increase for services not yet rendered.
6.4 In the event of a change in the VAT rate, the new VAT rate will be charged.
6.5 Unless otherwise agreed, tooling costs are payable as follows: 50% upon placing the order, 40% upon receipt of the initial samples and 10% upon approval, but no later than 6 weeks after receipt of the initial samples. Otherwise, deliveries and services are due net and without deduction upon receipt of the invoice. Payments are to be made directly to us.
6.6 Our representatives, sales representatives, warehouse managers and similar persons are only authorised to accept payments if they have been authorised to do so by us in writing. Payments made to the aforementioned persons without such authorisation will only be deemed to have been made once we have received the payment.
6.7 We only accept bills of exchange on the basis of an express agreement and only on account of performance. In the event of a bill protest or cheque protest, immediate cash payment must be made.
6.8 If the economic circumstances of the customer deteriorate significantly or if we become aware that our payment claims were already at risk when the contract was concluded, we are entitled to demand immediate payment of the total invoice amount, revoking any agreed payment terms. This applies accordingly if the customer has been reminded twice without success to pay an individual invoice. Instead of immediate payment, the customer may provide sufficient security in the amount of our remuneration claim.
6.9 The customer may only offset counterclaims if these are undisputed or have been legally established.
- Obligation to inspect and give notice of defects
The goods must be inspected immediately upon arrival at their destination, even if samples were sent. The delivery will be deemed approved if obvious defects or defects that are apparent upon proper inspection are not reported to us in writing prior to installation or further processing or within a preclusive period of 8 days after the goods arrive at their destination. Transport damage or incomplete delivery must be reported immediately.
- Guarantees, claims for defects
8.1 Guarantee statements must be expressly designated as such in the order confirmation or agreed subsequently in writing. Information about the properties of our products, their processing and application, about special dimensional accuracy, and about compliance with DIN regulations only constitute a guarantee of quality if they have been expressly agreed as such in the respective case.
8.2 Claims for defects are excluded for differences in quality, dimensions, density, weight, etc., if such differences do not exceed deviations customary in the industry and for the material, particularly if they fall within the tolerance range specified in the relevant guidelines or standards.
8.3 In the event of justified complaints made in good time, we will, at our discretion, either repair the goods or deliver a replacement. We are entitled to a reasonable period of time for replacement deliveries, in particular the time required for the manufacture of the replacement goods. If the defect does not affect the usability and there is no significant defect, we are entitled to grant a reduction in price instead of subsequent performance. Further claims by the customer require us to be in default with regard to subsequent performance due to significant defects, and for either a reasonable grace period to have expired, or two attempts at rectification to have failed. Even after the expiry of the grace period, we are entitled to perform the subsequent performance until we have received a clear statement from the customer expressly rejecting further performance. Instead of withdrawing from the contract and claiming damages in lieu of performance, the customer may in such cases demand the costs of a substitute performance, provided that these do not exceed the net order value of the defective part of the delivery.
- Liability
9.1 Our liability for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this No. 9, insofar as fault is relevant for legal assessment in each case.
9.2 We are not liable in cases of simple negligence, unless this involves a breach of essential contractual obligations. Essential contractual obligations are the obligation to assemble and deliver the delivery item on time, to ensure that it is free of legal and material defects that impair its functionality or usability to a more than insignificant extent, and – insofar as these exist – advisory, protective and custodial obligations which are intended to enable the customer to use the delivery item in accordance with the contract or which are intended to protect life and limb or to protect the customer’s property from significant damage.
9.3 Insofar as we are liable for damages on the merits in accordance with No. 9.2, this liability is limited to damages which we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which we should have foreseen if we had exercised the due care required in business transactions. Indirect damage and consequential damage, loss of production, downtime costs, loss of profit or contractual penalties promised to third parties resulting from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used for its intended purpose. The above provisions of this No. 9.3 do not apply in the event of intentional or grossly negligent conduct on our part.
9.4 In the event of liability for simple negligence, our obligation to pay compensation is limited to an amount of EUR 2 million per claim, even if it concerns a breach of essential contractual obligations.
9.5 The limitations of this No. 9 do not apply to our liability for intentional conduct, for guaranteed characteristics or guaranteed fixed dates, for injury to life, limb or health, or under the Product Liability Act.
- Retention of title
10.1 Until all our claims arising from deliveries and services to which we are entitled against the customer, whether now or in the future, have been paid in full, the following securities are granted to us, which we will release at our discretion if their value exceeds our total claim by more than 10% on a sustained basis:
10.2 The goods remain our property. Processing or transformation is always carried out for us as the manufacturer, but without any obligation on our part. If the goods are processed together with items, materials or other third-party assets that do not belong to us, including for a third party as the manufacturer, we will acquire co-ownership of the new item in proportion to the value of our goods to the third-party assets at the time of processing.
10.3 If our (co-)ownership expires due to combination, it is hereby agreed that the (co-)ownership of the customer in the uniform item will be transferred to us in proportion to its value (invoice value).
10.4 The customer stores the (co-)property free of charge. As the custodian, the customer is particularly obliged to insure the goods properly, treat them with care and ensure that no danger to persons or property is possible. The possible risks must be properly covered by insurance. Any goods in which we have (co-)ownership are hereinafter referred to as ‘reserved goods’.
10.5 The customer is entitled to process and sell the reserved goods in the ordinary course of business as long as they are not in default of payment. Pledging or transfer by way of security is not permitted. The customer hereby assigns to us in full, by way of security, all claims arising from the resale of deliveries and services or any other legal basis (installation, insurance, tort) in relation to the goods subject to retention of title. The customer is revocably authorised to collect the claims assigned to us for its own account in its own name. This authorisation to collect may be revoked by us if the customer does not properly meet its payment obligations.
10.6 In the event of access by third parties to the goods subject to retention of title, the customer will indicate our ownership and notify us immediately. The customer must bear any costs or damages caused by such access.
10.7 In the event of conduct by the customer in breach of contract – in particular in the event of default in payment – we are entitled to take back the goods subject to retention of title or, if necessary, to demand assignment of the customer’s claims for surrender against third parties. As indirect owner of the goods subject to retention of title, we have the right to enter the customer’s premises. Neither the seizure of goods subject to retention of title by us, nor the offering of the assignment of these goods as security, constitutes a withdrawal from the contract.
10.8 At our request, the customer is obliged to provide information about all assigned claims, in particular to provide a list of debtors with names, addresses, amounts of claims, dates and numbers of invoices, and, upon request, to make available the documents required to enforce the claims.
10.9 We are entitled to use the customer’s assets, over which we have actual influence, as security and, after unsuccessfully offering a reasonable redemption sum, to sell them on the open market.
- Property rights
11.1 If we are required to deliver goods based on drawings, models or samples provided to us by the customer, the customer guarantees that the manufacture and delivery of the goods do not infringe any third-party property rights.
11.2 If we are prohibited by third parties from manufacturing and delivering items to be produced according to the customer’s drawings, models or samples on the basis of property rights, we are entitled to cease production and refrain from delivery without being obliged to examine the legal situation and without any liability to the customer; the customer must reimburse us for the costs we have already incurred in executing the order. In this case, we will inform the customer immediately of the prohibition imposed by the third party.
11.3 In any case, the customer agrees to indemnify us against any claims for damages made by third parties, and to fully compensate us for any damages incurred by us as a result of the infringement or assertion of any (possible) third-party property rights.
- Tools / Sample Approval
12.1 The tools we create remain our property at all times, even if payment of a share of the tool costs has been agreed. We are not obliged to hand them over to the customer. The tool costs invoiced are only cost shares and not remuneration for a transfer of ownership, unless otherwise agreed. Tool modifications and general overhauls due to wear and tear will be charged separately. After full payment of the invoiced tool costs, we grant tool protection and professional maintenance free of charge for a service life of 200,000 cycles.
12.2 After completion of the tools, the customer receives samples for inspection. Series production may only commence after written approval of these samples.
12.3 We are only obliged to store tools that are our property after completion of the order on the basis of an express agreement. Unless we have agreed to store the tools on the basis of an express agreement, we are also not be liable for damage to or loss of tools that are our property during the execution of the order, unless we are responsible for such damage or loss.
12.4 If tools are provided by the customer, we cannot accept any complaints about the parts manufactured with them if these complaints are attributable to the quality of the tools. The conclusion of damage insurance for the tools in our possession is the responsibility of the customer, regardless of ownership.
- Data processing
13.1 We process personal data of our contractual partners exclusively within the framework of the statutory provisions, in particular in accordance with the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG) and the Telecommunications Digital Services Data Protection Act (TDDDG).
13.2 Processing is carried out for the purpose of initiating and executing contracts and handling business relationships (Art. 6(1)(b) GDPR) and, where necessary, to safeguard legitimate interests (Art. 6(1)(f) GDPR), such as credit checks or securing claims. In particular, we process the following categories of personal data:
– Contact details (e.g. name, address, email address, telephone number)
– Contract data (e.g. subject matter of the contract, duration, payment data)
13.3 In this context, we reserve the right to transfer the data required for credit insurance or credit checks to credit insurers, credit agencies or other authorised bodies.
13.4 The customer is obliged to process all personal data obtained in the course of the execution of the contract exclusively for the purposes specified in the contract and in compliance with the relevant data protection regulations (in particular the GDPR and BDSG). Disclosure to third parties is only permitted if this is necessary for the fulfilment of the contract or if there is a legal obligation to do so.
13.5 Further information on the type, scope and purposes of processing as well as on the rights of data subjects (information, correction, deletion, restriction, objection, data portability) can be found in our privacy policy, which is available at any time on our website www.anton-clemens.de/datenschutzerklaerung or will be provided in paper form on request.
- International legal relations
14.1 These terms and conditions and all legal relations between us and the customer are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
14.2 These General Terms and Conditions are available in German and English. The German version is authoritative.
- Supplementary provisions, place of performance, place of jurisdiction
15.1 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance for our delivery obligation is the respective manufacturing plant for deliveries ex works and the respective storage location for deliveries ex warehouse. The place of performance for the obligations incumbent upon the customer is D – 51429 Bergisch Gladbach.
15.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is D – 51492 Bergisch Gladbach. This also applies to cheque and bill of exchange proceedings. In all cases, we are entitled, at our discretion, to take legal action at the customer’s place of business.
Bergisch Gladbach, Oktober 2025 Anton Clemens GmbH & Co. KG
Anton Clemens Montage GmbH
Anton Clemens Automotive GmbH
Braunsberg 35, 51429 Bergisch Gladbach