General Terms and Conditions of Mo-Inno Controls GmbH
1. Scope
The following General Terms and Conditions of Mo-Inno Controls GmbH, hereinafter referred to as “Mo-Inno,” apply—unless otherwise agreed in writing—to all deliveries and services provided by us. Any deviating terms and conditions of the purchaser are not binding on us. The order, acceptance, and payment for deliveries and services—each of which is sufficient in and of itself—shall be deemed acceptance of our terms and conditions, notwithstanding any prior objections. Any deviations from these terms and conditions require our express prior written consent for each individual contract to be effective. The following terms and conditions, in their currently valid version, apply to our future deliveries and services even if we have not resubmitted them to the purchaser or drawn their attention to them. Our products are intended exclusively for resellers and industrial or commercial consumers or users, as well as for government agencies, public-law or state institutions, schools, and universities.
2. Offers/ Orders
Our quotes are net prices (excluding VAT) and are subject to change. Samples and specimens are provided for general reference only and are not binding. Orders are binding on us only if we have confirmed them in writing. The goods will be delivered in the design and quality customary at the time of delivery. For repeat orders, the prices we generally charge as list prices at the time of delivery of the repeat order shall also apply. We reserve the right to make partial deliveries and provide partial services at any time.
We reserve the right to make changes at any time due to missing supplies from third-party suppliers for which we are not responsible.
3. Terms of Payment
Payments must be made net within 30 days of the invoice date at the latest. If the payment deadline is exceeded, or if payment is incomplete or not made on time, the buyer shall be in default even without a reminder. If payment is not made within 30 days of the invoice date, we are entitled to charge the buyer any additional costs incurred, such as interest and fees, starting on the 31st day after the invoice date. In the event that the buyer is in default with respect to Mo-Inno, we are entitled to make any other agreed-upon deliveries only upon advance payment, or to refuse to make them altogether. Furthermore, we reserve the right to change the terms of payment either in their entirety or only for individual customers or clients.
4. Cancellation
If the customer cancels an order after receiving the order confirmation from Mo-Inno Controls GmbH, cancellation fees will be calculated according to the following schedule:
- a) Cancellation after 1/5 of the total delivery time – 40% of the total order value
- b) Cancellation after 1/2 of the total delivery time – 60% of the total order value
- c) Cancellation after 4/5 of the total delivery time – 100% of the total order value
- d) Cancellation of custom-made goods – 100% of the total order value
- e) Cancellation of development projects – 100% of the total order value
5. Shipping / Packaging
We will arrange for the shipment of the goods at our sole discretion. This applies in particular to the selection of the freight forwarder, the carrier, or any other persons designated to carry out the shipment, as well as the choice of shipping method. The customer’s shipping instructions are binding on us only if we have confirmed them in writing. Unless otherwise agreed, the customer shall bear the costs of shipping and the costs of standard packaging.
Mo-Inno is committed to sustainability; therefore, we generally reuse previously used outer packaging to conserve resources.
If the customer requests a change to the standard packaging, the customer shall bear any resulting additional costs.
6. Guidelines for Use and Application:
The purchaser agrees to use our products for their intended purpose and to apply them properly within the specified range, as well as to observe the product-specific regulations and recommendations and to comply with general safety regulations and technical guidelines. As a general rule, all Mo-Inno products may only be installed and commissioned by qualified personnel.
7. Warranty and Notices of Defects
Unless otherwise agreed in writing, the warranty for goods and services provided by Mo-Inno is governed by statutory provisions. Characteristics are considered warranted only if this has been specifically agreed upon in writing. The purchaser is obligated to report any apparent defects, incorrect deliveries, or significant quantity discrepancies immediately in writing or by fax, no later than 3 days after they are discovered. Deviations from contractually agreed-upon specifications that fall within the limits specified in the relevant technical standards are not considered defects. Unless otherwise agreed, the warranty period is 6 months. In the event of defects, we are obligated, at our discretion, to repair the goods or provide a replacement delivery or service. Any further claims by the purchaser—in particular those for compensation for direct or indirect damages incurred—are excluded. The purchaser is not entitled to assert warranty claims if the operating and application guidelines or recommendations are not followed. The same applies if defects in our delivery or service are attributable to plans or other documents made available to us by the purchaser, or to instructions, recommendations, or other information provided to us by the purchaser. Consumable and wear-and-tear parts are generally excluded from the warranty. To assert warranty claims, the defective items must be returned to us in proper packaging, shipping prepaid, along with a detailed description of the defect(s) that allows for complete reproduction of the defect(s). There is generally no entitlement to on-site warranty services from Mo-Inno. Notwithstanding the foregoing, the separate terms and conditions for the delivery of software and the special terms and conditions for the performance of development services and prototypes apply additionally.
8. Repairs
If the customer wishes to receive a cost estimate before repairs are carried out, this must be expressly stated. If a repair is not ordered based on the cost estimate, or if a repair is technically impossible or uneconomical, the costs incurred in preparing the cost estimate must be reimbursed. Shipping and packaging costs are the responsibility of the buyer. Please refer to Section 4 of the Terms and Conditions.
9. Damages and Liability
Any claims for damages by the purchaser that—regardless of the legal basis—may arise in direct connection with the order, delivery, or use of our goods are generally excluded, unless we, our vicarious agents, or our representatives caused the damage through gross negligence or willful misconduct. In the event of damage caused by gross negligence and/or liability based on a breach of contractual, pre-contractual, or statutory obligations due to gross negligence, Mo-Inno shall be liable only for damages foreseeable at the time the contract was concluded, up to one-quarter of the price to be paid by the purchaser. Likewise, any claims for damages arising from failure to comply with the operating and application guidelines or recommendations are generally excluded.
10. Special Terms and Conditions for the Delivery of Software
With regard to the delivery of software or software contained in assemblies, the following restrictions and conditions are deemed to have been agreed upon: The purchaser/client acknowledges that, given the current state of technology, errors in software programs and the accompanying documentation cannot be ruled out. Therefore, the subject matter of the contract is software that is generally usable in accordance with the program description, the development order, or the user manual. When using software or products containing software, the user must take appropriate safety precautions to ensure that, in the event of an error, consequential damages—in particular, danger to persons—are ruled out as far as possible. If discrepancies between the programs and the program description or the development order are reported within 30 days of delivery to the customer, the customer has the right to return the defective software to the supplier and demand delivery of a new version of the program. If rectification is not possible or if three attempts at rectification fail, the customer has the right to rescind the contract, in which case any copies made must be destroyed. Any warranty claims beyond this are expressly excluded. Mo-Inno does not guarantee that the program functions will meet the customer’s requirements or that, in the customer’s chosen configuration, they will be compatible with other programs. Likewise, liability for lost profits, damage to or loss of stored data, and other direct or indirect consequential damages is excluded, unless Mo-Inno has acted with gross negligence or intent. Warranty claims for software expire in any case six months after delivery.
11. Special Terms and Conditions for Development Services
The following restrictions and conditions set forth below shall generally be deemed agreed upon for deliveries and services provided in connection with contract-based development projects:
The scope of the contract is generally the scope of development specified in writing between the Client and Mo-Inno. In case of doubt, the scope specified in the order confirmation shall be decisive. This applies in particular to the scope of the development documents, design documents, and documentation to be prepared. Any form of testing, such as TÜV, UL, EMC, VDE, RCA, etc., will only be performed if explicitly specified in the scope of the order. Otherwise, it is generally assumed that all tests and approvals will be conducted or arranged by the Client itself and at its own expense. By placing the order, the Client generally accepts the General Terms and Conditions of Delivery and Payment of Mo-Inno Controls GmbH—unless otherwise agreed. At the same time, the scope of delivery specified in the development orders or order confirmations is deemed to have been agreed upon. For development orders, an advance payment of 50% of the order value is generally deemed agreed upon. Mo-Inno’s obligation to process the order begins no earlier than upon receipt of the agreed-upon advance payment. Any deviations from the prepayment policy must be made in writing. Delivery delays resulting from late payment shall be borne by the client. All development results must be reviewed by the client immediately upon delivery. When ordering mass-produced assemblies from Mo-Inno—or from third-party suppliers—the development work underlying the mass-produced assemblies shall be deemed fully completed, even without the need for a separate acceptance test. For development services that also include software, the Special Terms and Conditions for the Delivery of Software shall also apply.
12. Special Terms and Conditions for Prototypes, Test Samples, and Similar Assemblies
The following restrictions and conditions set forth below are generally deemed to apply to prototypes, test samples, and similar assemblies: Prototypes, test samples, test setups, and similar assemblies are intended primarily for development, demonstration, preliminary testing, and similar procedures. Their specifications may deviate from the planned development goals or production components. This applies in particular to compliance with safety and regulatory requirements of any kind (e.g., RoHS compliance). These products are therefore not suitable for production use. Accordingly, any warranty for prototypes, experimental samples, test setups, and similar assemblies is generally excluded. For orders that also include the delivery of production assemblies, the ordering of these production assemblies automatically constitutes acceptance of the prototypes, experimental samples, and similar assemblies.
13. Special Terms and Conditions for Custom Assemblies and Mechanisms
For the manufacture of custom assemblies containing special parts or mechanical components, a 40% advance payment is generally required.
Any exceptions to this rule must be made in writing.
14. Retention of Title
We reserve title to the goods we deliver, as well as to the products resulting from their processing (goods subject to retention of title), until all claims to which we are entitled now or in the future arising from the business relationship with the purchaser have been satisfied. The purchaser/service recipient hereby assigns to Mo-Inno, as security for all claims to which Mo-Inno Controls GmbH is entitled now or in the future arising from the business relationship with the purchaser, all claims that may arise in the future from the resale or from any other legal transaction concerning the goods subject to retention of title, and Mo-Inno hereby accepts this assignment.
15. Place of Performance or Jurisdiction
The place of performance and exclusive venue for deliveries and payments, as well as for all disputes arising between the parties—including claims relating to checks and bills of exchange—shall be the registered office of the selling company; and, if the buyer is a registered merchant, the registered office of the collection agency to which the claim has been assigned for collection purposes.
16. Disposal and Return of Old Equipment
Upon purchase of the goods, the obligation to dispose of them passes to the buyer. The buyer assumes the obligation to properly dispose of the delivered goods at its own expense in accordance with statutory provisions once they are no longer in use. The buyer indemnifies the supplier against the obligations under Section 10(2) of the ElektroG (manufacturers’ take-back obligation) and any related claims by third parties. A take-back arrangement may be agreed upon subject to a cost-sharing arrangement.
17. Final Provisions
The legal invalidity of individual provisions shall not affect the binding nature of the terms of delivery and the remainder of the contract. The parties are obligated to replace an invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the economic intent of the invalid or unenforceable provision. Any amendments or additions to the foregoing terms and conditions and to the additional written agreements made at the time of contract conclusion must be in writing. The same applies to any deviation from the requirement for the written form. These General Terms and Conditions of Business, Delivery, and Payment are effective as of
01.07.2025.