1 - Application, contract conclusion
All offers, sales, deliveries and services by Mentor are subject exclusively to the conditions below, even if Mentor has not objected to deviating terms and conditions of the Customer.
Contradictory conditions of the Customer, or conditions of the Customer that deviate from our General Terms & Conditions, shall be recognised by us only if we explicitly consent to their validity in writing. The conditions shall not apply in the relationship with consumers in the meaning of Article 13 of the German Civil Code.
These conditions are part of all contracts concluded between Mentor and its contractual partners regarding deliveries and services; the conditions shall be deemed to have been acknowledged upon order placement or acceptance of a delivery.
Offers made by Mentor are non-binding and subject to change. Orders shall be deemed to have been accepted if they have been confirmed by Mentor in writing. Delivery and invoicing shall also be considered as order confirmations.
2 - Prices
All prices are quoted ex works, excluding packaging and insurance plus the respective applicable statutory sales tax.
To the extent that no fixed price agreements have been made, we shall reserve the right to make reasonable prices changes if, following completion of the contract, cost increases are incurred due to, in particular, changed wage, material and distribution costs as well as significant currency fluctuations.
3 - Product description
The information provided by Mentor regarding the object of the delivery and service (e.g. weight, dimensions, user value, capacities, tolerance and technical data, etc.) as well as the illustrations of the products in catalogues are only approximate. They are not guaranteed properties, but descriptions. Customary deviations or changes, which occur due to legal regulations or which represent technical improvements, shall be permissible to the extent that they do not impair usability for the contractually intended purpose.
A quantity tolerance of +/-10% shall be deemed permissible. Mentor reserves the right to make partial deliveries.
4 - Payment and settlement
The invoice amounts shall be payable within 7 days with a 2% discount, or within 30 days with no discount, unless otherwise agreed in writing. The date of receipt of payment by Mentor shall be decisive for the date of payment. Cheques, bills of exchange and bank transfers shall be considered as payment only once redeemed or credited to Mentor’s account.
Retention due to counterclaims by the Customer or offsetting with counterclaims by the Customer shall be permissible only if these counterclaims are undisputed or established in law.
Mentor reserves the right to charge a processing fee of EUR 10 for small orders of up to EUR 75.
Representatives of Mentor shall not be entitled to collect payment unless they have been given explicit authorisation to do so.
In case of reasonable doubt regarding the Customer’s creditworthiness, Mentor shall be entitled to perform any still outstanding deliveries or services only against advance payment or surety and to claim any unpaid invoices immediately.
5 - Reservation of title
Until full payment has been received for all receivables from the business relationship, including ancillary claims, claims for compensation and redemption of cheques and bills of exchange, the delivered goods shall remain the property of Mentor.
Until further notice, the Customer shall be entitled to resell the reserved goods in normal business transactions; however, pledging, transfer of security or assignment as collateral shall not be allowed.
The Customer shall already now assign to Mentor its receivables from the resale of reserved goods; Mentor accepts this assignment. Until further notice, provided it meets its payment obligations, the Customer shall be entitled to collect the assigned receivables.
If the value of the receivable exceeds the securities in place for Mentor by a total of more than 20%, Mentor shall, at the Customer’s request, be obligated to release securities at the choice of Mentor.
If Mentor takes the delivery object back due to retention of title, withdrawal from the contract shall exist only if Mentor explicitly declares this.
The Customer is obligated to insure the reserved goods against damage at its own costs.
6 - Delivery / Transfer of risk
Agreed delivery clauses must be designed in accordance with the Incoterms in place at the time of completion of the contract.
In the absence of a specific delivery clause in the contract, the delivery object shall be considered as delivered “ex works” (EXW).
If, in the case of an EXW delivery at the request of the Customer, Mentor undertakes to ship the delivery object to its destination, the risk shall be transferred at the latest at the time when the first shipping agent accepts the delivery object.
In the absence of any other agreement, partial deliveries shall be permitted.
The shipping method and packaging shall be at the discretion of Mentor.
The Customer shall be obligated to inspect the goods immediately upon receipt for damage and freedom from defects. Defective, incorrect or short deliveries must be reported to Mentor at the latest within 7 days of receipt, as otherwise the goods shall be deemed to have been approved.
If, at the instigation of the Customer, shipping is delayed by more than a month following notification of readiness for shipping, Mentor may charge a storage fee of 0.5% of the price of delivery, but not more than a total of 5%, for every month or part thereof. The Contractual Parties shall be at liberty to provide evidence of higher or lower storage costs.
The delivery time specified by Mentor is not binding. Events of force majeure, breakage or machine damage, delays in delivery of raw materials or other materials shall release Mentor from compliance with the specified delivery time without affecting the contractual relationship. The Customer shall remain bound by the Contract and shall be obligated to accept in any case. The impossibility of performance shall release Mentor from its delivery obligations.
In the event of delays, the Customer shall provide Mentor with an extension of at least 12 weeks.
7 - Defects
If a delivery is proven to be defective, Mentor shall be obligated, at its own choice, to remedy the defect or deliver a replacement. Should the remedy or replacement delivery fail, the Customer can, to the exclusion of all further claims of whatever type or for whatever legal reasons, demand withdrawal or a reduction, at its discretion.
The Customer shall be obligated to observe Mentor’s requirements for any return shipments (return confirmation/complaint with the request to return the test report with all data and anomalies within 14 working days, including specimen).
Further claims by the Customer due to material defects shall – if legally permissible – be excluded, unless relating to the absence of guaranteed attributes.
Material defect claims shall expire 12 months after the initial transfer of risk.
Recognition of material defects shall always require the written form.
In the case of attribute guarantees, which are intended to protect the Customer against the risk of any consequential damages, Mentor shall be liable to provide compensation under the requirements and specifications of the legal provisions. However, this liability shall be limited to typical and foreseeable damage.
8 - Liability
Mentor and its vicarious agents shall be excluded from claims for compensation due to consequential damage, as well as claims for compensation due to impossibility of performance, non-performance, the absence of promised properties, culpable breach of contract, culpability when concluding the contract and prohibited actions, to the extent that the damage was not caused intentionally or through gross negligence.
To the extent that the liability for compensation is excluded or restricted for Mentor, this shall also apply with respect to the personal liability for compensation of our employees, colleagues, representatives and vicarious agents.
This limited liability shall not apply if a) claims for compensation are derived from promises of properties, which are intended to protect the Customer against the risk of consequential damage; b) Mentor violates contractual obligations, the fulfilment of which enable the proper performance of the contract in the first place (cardinal obligations); c) liability is in accordance with the Product Liability Act due to defects in the delivery object for personal and material damage of privately used objects. In the event of minor negligence in these cases, Mentor shall only be liable for the contractually typical, reasonably foreseeable damage.
9 - Flat-rate damage compensation
If the Customer withdraws from the contract without authorisation or fails to meet its acceptance obligations or fall more than 30 days behind with due payments, Mentor shall be entitled to claim compensation due to non-fulfilment.
The same applies if, for other reasons, the legal prerequisites for a right of withdrawal or a right of extraordinary termination exist for Mentor and Mentor has made use of this right.
In these cases, Mentor shall be entitled, notwithstanding the possibility of asserting a higher actual claim for compensation, to demand 20% of the (gross) purchase price as compensation, with evidence of damage not being required. However, the Customer shall be at liberty to prove less significant damage to Mentor on a case-by-case basis.
10 - Tools
11 - Concluding provisions
The place of fulfilment shall be Dusseldorf. The legal relationships between the Customer and Mentor shall be subject to the law of the Federal Republic of Germany alone. This excludes the application of the UN sales law (CISG).
The place of jurisdiction for both Parties – unless the Customer is a merchant in the meaning of the German Commercial Code – shall be Dusseldorf or, at Mentor’s discretion, the seat of the Customer’s headquarters.
Should a provision of these GT&Cs be or become ineffective, the remaining provisions shall remain unaffected. The Parties undertake to replace an ineffective regulation with an agreement that most closely approximates the economic purpose pursued by the ineffective regulation.
These terms and conditions apply until further notice for all companies of the MENTOR Group:
- MENTOR GmbH & Co. Präzisions-Bauteile KG, D-Erkrath
- MENTOR Electronics & Technology Ltd., CN-Shanghai
- MENTOR Components Asia, TH-Banglamung / Pattaya
- MENTOR Tunisie SCS, TN-Zeramdine
- MENTOR Poland Sp. z o.o., PL-Jelcz-Laskowice
- Albert Weidmann Licht-Elektronik GmbH, D-Pforzheim
MENTOR GmbH & Co. Präzisions-Bauteile KG
40699 Erkrath, Germany
Last revised 08/2019