General Business Terms and Conditions of MOStron Elektronik GmbH

I. Scope

The following conditions are applicable to all business connections and transactions entered into between MOStron Elektronik GmbH (hereinafter called “MOS”) and its customers who are entrepreneurs, legal persons of public law or special assets regulated by public law. They also apply to existing business relationships if the customer does not object in writing within 2 weeks upon initial receipt.

II. Offers and Contract Conclusion

  1. MOStron enters contracts exclusively on the basis of these conditions. Contrary customer conditions, even if noted, which are not explicitly confirmed by MOStron in writing, will not be part of the contract. This also applies to supplementary, general business terms and conditions from the customer’s side.
  2. Offers by MOS are non-binding. Within reasonable limits, they are subject to technical changes as well as modifications of shape, colour and/or weight. To become legally binding, all oral or telephone agreements with our employees need to be confirmed by MOS in writing.
  3. MOS can confirm the order acceptance either in writing or by delivering the goods to the customer.
  4. MOS points out that its products have partly been developed and produced abroad. The contract is concluded subject to the correct and timely receipt of the materials from the supplier. MOS takes care of a congruent covering business with its suppliers. If one of its suppliers fails to deliver according to the contract, MOS can withdraw from the contract for reasons beyond its control. MOS notifies the customer immediately about the non-performance of the order. Any compensation received will be reimbursed to the customer immediately.

III. Reservation of Title

MOS reserves the title to the delivered goods until all claims of the current business relationship with the customer are settled. As long as the goods are under retention of title by MOStron, the following applies:

  1. The customer is obliged to treat the goods with care. If there is any need for maintenance and service, the customer must take care of these on a regular basis at his own expense.
  2. The customer has to store the reserved goods separately and mark them as MOStron’s property. He must insure the goods against theft, fire and water hazard at his expense. He must prove this to MOS by request. The customer will forward possible future claims from such an insurance policy to MOS as orders in the same amount as MOS’s claims. If the customer fails to give immediate proof of such insurance, MOS is entitled to insure the delivered goods against the afore-mentioned risks at the customer’s expense.
  3. The customer is obliged to inform MOS immediately if a third party tries to access the reserved goods or the assigned claims. This also applies to any possible damage, deterioration or destruction of the goods. A change of ownership of the goods and/or change of residence or business address has to be informed to MOS immediately. This information has to be provided in writing.
  4. In case the customer behaves contrary to the contract terms, which endangers the goods or their payment, MOS is entitled to demand return of the goods. Particularly in case of delayed payment or application for the opening of insolvency proceedings against the customer’s assets.
  5. In case of the above mentioned cases the customer is obliged to return the goods to MOS.
  6. The customer is entitled to resell the goods in an ordinary course of business. He is, however, not authorized to mortgage the reserved goods. Likewise the customer is not allowed to hand over the goods to a third party as security. When placing his order, the customer assigns to MOS all – even future – claims to third parties derived from the processing and resale of the goods delivered by MOS. At the same time he assigns to MOS all balance claims from a current account with one of his customers to the same amount as MOS’s claim. In spite of the assignment the customer is entitled to collection of receivables. MOS can also collect the receivables themselves. Especially if and when the customer fails to properly comply with his payment obligations towards MOS.
  7. If the customer or one of his representatives processes the reserved goods with material not owned by MOS, MOS acquires the co-ownership of the new product at the ratio of the value of the goods delivered by MOS and the other processed materials. The same applies if the goods are mixed with other items, not belonging to MOS.
  8. Herewith MOS accepts from the customer all assignments, which are referred to in these business conditions.

IV. Price and Payment

  1. Our prices are plus applicable VAT.
  2. Unless otherwise agreed, the agreed prices and payment terms are valid for 3 months after the written order confirmation. If the delivery is made later than 3 months after receipt of the written contract confirmation and if the prices of the suppliers and/or manufacturers, or customs duty and other charges have increased since MOS sent its order confirmation, MOS is entitled to a reasonable price increase.
  3. The minimum order value is € 500,- per order item.
  4. In case of initial orders as well as an order value <€ 1.000,- the delivery is made C.O.D. or against prepayment.
  5. Payments are due strictly net within 14 days upon receipt of invoice
  6. Invoices for spare parts, repairs, trainings and assemblies are due net cash and can be collected C.O.D.

V. Partial Shipment, Blanket Purchase Orders

  1. MOS entitled to partial shipments. The respective partial purchase price is payable according to item IV of these conditions.
  2. The term of blanket purchase orders is max. 9 months. After the expiry of this period, MOS can ship the remaining order quantity to the customer, automatically without prior inquiry.

VI. Shipping Charges / Insurance

  1. transport-, insurance-, postage- and packing charges as well as possible storage charges are at the customer’s expense.
  2. MOS takes out a transport insurance, the cost of which, amounting to 0,5% of the value of the goods, are at the customer’s expense.

VII. Assignments / Compensation

  1. The assignment and the sale of warranty and compensation claims to third parties without MOS’s prior written consent are excluded.
  2. The customer can exclusively offset MOS’s claims with undisputed or judicially determined claims, as well as asserted counterclaims ready for a judicial decision.

VIII. Liability

  1. The manufacturer’s technical description of the goods are performance descriptions, which depict the condition of the products.
  2. Information and details about the product quality, given by MOS’s employees, which do not match with the products are irrelevant, unless confirmed in writing by MOS.
  3. MOS is not liable for the suitability of the delivered products for the use intended by the customer.
  4. The customer has to report visible defects not later than 8 days upon receipt of the goods. Hidden defects have to be reported immediately upon discovery. The reports of defect have to be submitted in writing. To meet the deadline the dispatch date of the report is sufficient.
  5. The warranty period for defects is 1 year after handover of the goods to the customer.
  6. MOS will resolve the defect by supplementary performance (rectification) or by supplying a defect-free product (replacement), alternatively by crediting the invoice value of the defective goods. The choice of rectification rests with MOS.
  7. MOS reserves the right of two choices. After a failed rectification, the customer is entitled to choose a reduced price or to withdraw from the contract. If MOS defaults the rectification, the buyer can withdraw from the contract only if he has set an extended deadline of at least 3 weeks and this deadline has passed without a successful solution of the problem.
  8. A rectification is done step by step against return delivery of the defect goods. The customer is obliged to allow MOS the choice to inspect the defective products either at the customer’s or at MOS’s premises. Should the customer refuse the inspection, MOS is freed from its warranty obligations.
  9. The transport and material expenses, as well as labour costs for its own workshop or a workshop authorized by MOS to execute the supplementary performance, are at MOS’s expense. The customer bears any additional charges for the purpose of the supplementary performance.

IX. Compensation

  1. In case of claims under the product liability act, as well as neglect of duty intended on the part of MOS and gross negligence and in cases of injury to body, health or life caused by MOS, MOS is liable within the legal provisions.
  2. In case of deliberate and grossly negligent breach of duty on the part of representatives and assistants from MOS, MOS’s liability is limited to the standard predictable damage typical to the contract.
  3. MOS is not liable in case of slight negligence of minor duties.
  4. The afore-mentioned provisions are respectively applied to such customer claims which, have arisen out of proposals or consultations made under the contract, or by culpable neglect of duty to educate, inform and advise.

X. Export Control Regulations

The delivered goods could be subject to export control regulations. In case of export the required export permits and/or re-export licenses are to be applied for. The buyer is responsible for the compliance with the export control regulations to the end user.

XI. Place of Payment, Execution and Jurisdiction

Place of payment and execution is MOS’s business location. The place of jurisdiction for all legal disputes arising out of business relations with customers being full merchants shall be the locally competent court at MOS’s registered place of business. Only the law of the Federal Republic of Germany applies exclusively.

Date 05/2016