The following provisions shall become the content and integral part of all business relationships initiated between the company MOStron Elektronik GmbH – hereinafter referred to as MOS – and its customers who are entrepreneurs or legal entities under public law or special funds under public law. They shall also apply to existing business relationships if the customer does not object in text form within 2 weeks of initial receipt.

II Offer and conclusion of contract

1. Contracts with MOS shall be concluded exclusively on the basis of these terms and conditions. Deviating general terms and conditions of the Customer that MOS does not expressly recognize in writing shall not become part of the contract, even if known. This shall also apply to supplementary general terms and conditions of business of the customer.
2. Offers from MOS are subject to change. We reserve the right to make technical changes and changes in shape, color and/or weight within reasonable limits. All verbal or telephone agreements with our employees must be confirmed in writing by MOS in order to be binding for MOS.
3. Acceptance of the order by MOS can either be declared in text form or by delivery of the goods to the Customer.
4. MOS draws attention to the fact that some of the products sold by MOS are developed and manufactured abroad. The contract shall be concluded subject to correct and timely delivery to MOS. MOS shall ensure that a congruent covering transaction is concluded with the supplier of MOS. If MOS itself is not supplied in accordance with the contract by one of its suppliers for reasons for which MOS is not responsible, MOS may withdraw from the contract. The Customer shall be informed immediately of the non-availability of the service from MOS. Any consideration received shall be refunded to the Customer by MOS without delay.

III Retention of title

MOS shall retain title to the delivered goods until all claims arising from an ongoing business relationship with the customer have been settled in full. As long as the goods are subject to MOS’s retention of title, the following shall apply:

1. The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense.
2. The goods subject to retention of title must be stored separately by the Customer and marked as the property of MOS. The Customer must insure the reserved goods against theft, fire and water risks at its own expense. He must provide proof of this to MOS on request. Any future claims arising from such an insurance contract shall be assigned to MOS by the Customer upon placing the order in the amount of MOS’s claims against the Customer. If the Customer fails to provide evidence of such insurance immediately upon request by MOS, MOS shall be entitled to insure the delivered goods against the aforementioned risks at the Customer’s expense.
3. The Customer is obliged to notify MOS immediately in the event of third party access to the reserved goods or the assigned claims. This shall also apply in the event of any damage, deterioration or destruction of the goods. The customer must also notify MOS without delay of any change of ownership of the goods and of its own change of domicile or registered office. Notifications to MOS must be made in text form.
4. MOS shall be entitled to demand the return of the goods if the Customer acts in breach of contract and this jeopardizes the goods themselves or their payment. This applies in particular in the event of default in payment or an application to open insolvency proceedings against the Customer’s assets.
5. In the aforementioned cases, the customer shall be obliged to surrender the goods to MOS.
6. The customer is entitled to resell the goods in the ordinary course of business. However, he is not authorized to pledge the reserved goods. Likewise, the customer may not assign the goods to a third party as security. By placing an order, the Customer assigns to MOS all claims – including future claims – arising from the further processing and resale of the goods supplied by MOS that accrue to it against a third party as a result of the resale. Likewise, he shall assign to MOS a balance claim from a current account with the customer’s buyer in the amount of MOS’s claims against the customer. Despite the assignment, the Customer shall be authorized to collect the claim. However, MOS may also collect the claim itself. In particular, as soon as the Customer does not properly meet his payment obligations to MOS.
7. If the goods subject to retention of title are processed by the Customer or an agent appointed by the Customer with items not belonging to MOS, MOS shall acquire co-ownership of the new item in proportion to the value of the goods supplied by MOS in relation to the other processed items. The same shall apply if the goods are mixed with other objects that do not belong to MOS.
8. MOS hereby accepts all assignments of the Customer referred to in these Terms and Conditions.

IV. Prices and payments

1. All prices are subject to VAT at the statutory rate.
2. Unless otherwise agreed, the agreed prices and payments are valid for 3 months from the written order confirmation. If delivery takes place later than 3 months after receipt of the written order confirmation, MOS shall be entitled to increase the price appropriately if the prices of upstream suppliers or manufacturers or customs and other duties have increased since the order confirmation by MOS.
3. The minimum order value is €500 per order item.
4. For first orders and goods worth less than €1000, delivery is made by cash on delivery or against advance payment.
5. Payments must be made net cash within 14 days of receipt of the invoice.
6. Invoices for spare parts, repairs, training and installation must be paid immediately net in cash and can be collected cash on delivery.

V. Partial deliveries, call-off orders

1. MOS is entitled to make partial deliveries. The corresponding partial purchase price shall be payable in accordance with Section IV of the Terms and Conditions above.
2. The maximum term of call-off orders is 9 months. After expiry of this period, MOS may deliver the remaining quantities not yet called off to the customer without further inquiry.

VI Shipping costs / insurance

1. Transportation, insurance, postage and packaging costs as well as any storage costs shall be borne by the customer.
2. MOS shall take out transport insurance, the costs of which shall be borne by the customer up to 0.5% of the value of the goods.

VII Assignments / set-offs

1. The assignment and sale of warranty and compensation claims to third parties without the written consent of MOS is excluded.
2. The Customer may only offset claims by MOS against undisputed counterclaims or counterclaims that have been established by a court of law and are ready for adjudication.

VIII. Liability for defects

1. The manufacturer’s technical descriptions of the goods are performance descriptions that represent the quality of the goods.
2. Information and statements made by MOS employees regarding product properties and characteristics that do not correspond to these are irrelevant if they have not been confirmed in writing by MOS.
3. MOS shall not be liable for the suitability of the delivered goods for the purpose intended by the customer.
4. The customer must give notice of visible defects within 8 days of receipt of the goods at the latest. Hidden defects must be reported by the customer immediately after discovery. Complaints must be made in writing. Timely dispatch of the complaint is sufficient to meet the deadline.
5. The warranty period for material defects is 1 year from handover of the item to the customer.
6. In the event of defects in the goods, MOS shall provide subsequent performance by remedying the defect (rectification) or delivering a defect-free item (replacement delivery). Alternatively, by reimbursement of the invoice value of the defective item. MOS shall be entitled to choose the type of subsequent performance.
7. MOS reserves the right to choose twice. Accordingly, the customer reserves the right to demand a reduction in payment or to declare its withdrawal from the contract if the subsequent performance fails. Should MOS be in default with the subsequent performance, the Buyer may only withdraw from the contract if a grace period of at least three weeks to be set by the Customer has elapsed without success.
8. Subsequent performance shall only take place concurrently with the handover of the defective item. The Customer shall be obliged to allow MOS to inspect the defective delivery item at the Customer’s premises or at MOS’s premises, at MOS’s discretion. If the Customer refuses to allow MOS to carry out the inspection, MOS shall be released from the warranty.
9. MOS shall bear the transport and material costs required for the purpose of subsequent performance as well as the labor costs of its own workshop or the workshop commissioned by MOS with the subsequent performance. Any additional expenses for the purpose of subsequent performance shall be borne by the customer.

IX. Compensation for damages

1. In the event of claims under the Product Liability Act and breach of duty due to intent and gross negligence attributable to MOS and in cases of injury to body and health or loss of life of the customer attributable to MOS, MOS shall be liable – also for its vicarious agents – within the scope of the statutory provisions.
2. In the event of intentional and grossly negligent breach of duty on the part of MOS’s representatives and vicarious agents, MOS’s liability shall be limited to the usual, foreseeable damage typical of the contract.
3. MOS shall not be liable for slightly negligent breaches of insignificant obligations.
4. The above provisions shall apply mutatis mutandis to such claims of the customer which have arisen as a result of suggestions or advice given within the scope of the contract or as a result of a breach of duties to provide information, advice and consultation.

X. Export control regulations

The delivered goods may be subject to export regulations. In the case of export, the necessary export licenses or re-export licenses must be applied for from the competent authorities. The buyer is responsible for compliance with export control regulations up to the end user.

XI. Place of payment and fulfillment, place of jurisdiction

The place of payment and fulfillment is the registered office of MOS. The place of jurisdiction for all legal disputes with registered traders is the court with subject-matter and local jurisdiction for the registered office of MOS. The law of the Federal Republic of Germany shall apply exclusively.

Status 05/2016