1.1 The following terms and conditions ("TaC") of the seller ("we") apply to all contracts for the supply of movable goods and other parts ("goods") concluded between us and the purchaser. These TaC shall only apply when the purchasing entrepreneur (para. 14 German Civil Code) is a legal entity under public law or a special fund under public law.
1.2 In particular, the TaC apply to contracts pertaining to the sale and delivery of goods without regards to whether we produce the goods ourselves or buy them from suppliers. The TaC shall also apply to future contracts pertaining to the sale and delivery of goods with the same purchaser as a framework agreement, without us having to make reference to them each time.
1.3 Our TaC apply exclusively. Differing, conflicting or additional terms and conditions on part of the purchaser only become part of the contract if, and to the extent, that their validity is expressly agreed to by us in written form. This approval requirement applies in all cases, even if, for example, we unreservedly carry out the delivery despite being aware of and familiar with the purchaser's terms and conditions.
1.4 In any case, agreements made with the purchaser in individual cases (including subsidiary agreements, additions and amendments) take precedence over these TaC. A written contract or our written confirmation is authoritative for the content of such agreements. Legally relevant declarations and notices the purchaser shall submit to us upon conclusion of the contract (such as deadlines, reminders, declaration of resignation) require the written form to be effective.
2. Offer and conclusion of contract
2.1 We may accept an order by the purchaser that ought to be qualified as an offer for conclusion of a purchase contract either by sending an order confirmation within two weeks or by sending the ordered goods within the same time period.
2.2 Our offers are non-binding, unless we expressly state otherwise, i.e. designate them as such.
3.1 Unless otherwise agreed in individual cases, the prices that are current at the time of the conclusion of the contract, namely ex stock, plus sales tax, shall apply.
3.2 The purchase price and prices for additional services are payable upon delivery of the object of purchase and delivery or transmission of the invoice. Within 14 days after the due date, the purchaser shall be deemed to be in default.
3.3 If, upon conclusion of the contract, it becomes apparent that our claim to the purchase price is at risk due to lack of capacity on part of the purchaser (e.g. as a result of petition for initiating insolvency proceedings), we are entitled to demand an advance payment for the delivery and sale of the goods from the purchaser.
3.4 The purchaser may only charge up against our claims if the purchaser's counterclaim is undisputed, or if in possession of a legal title; he may only assert a right of retention provided it is based on claims arising from the respective purchase contract.
4. Delivery and delivery delay
4.1 Delivery dates and delivery deadlines, which may be agreed upon bindingly or non-bindingly, are to be specified at the time of acceptance of the order. Delivery periods begin with conclusion of the contract.
4.2 The purchaser may request us to deliver ten (10) days after a non-binding delivery date or non-binding delivery deadline has been exceeded. Receipt of the request causes us to be in default. If the purchaser has a right to compensation for damages resulting from a delay, it shall be limited to no more than five (5) percent of the agreed purchase price, provided mild negligence on part of the seller.
4.3 If the purchaser also wishes to withdraw from the contract and/or opts to claim for damages instead of receiving performance, he is obligated to provide us a reasonable delivery deadline upon expiry of the ten-day period under the terms of section 3.2 of these TaC. If the purchaser has the right to claim for damages instead of receiving performance, the claim is limited to a maximum of 25% of the agre