GENERAL TERMS OF BUSINESS
GENERAL TERMS OF BUSINESS (ADVERTISEMENTS, INSERTS, BOUND INSERTS, DIGITAL- AND ONLINEMEDIA)
The terms and conditions set forth below shall apply without exception to all advertisements, inserts, bound inserts, digital- and online-advertising accepted and published (in the following media called). In the first contract executed, it is agreed between ISGATEC GmbH and the Customer that the present terms and conditions shall apply to all subsequent contracts. The Customer’s terms and conditions of business which differ from our terms and conditions shall under no circumstances become an integral part of the contract. Our statements are made without engagement. A contract is created only when we have issued our confirmation of order.
Article 1 Prices, discounts, terms of payment
1. Prices: The prices of the media will be in accordance with our currently applicable price list. If there are changes to the media price list, the new conditions will apply also to current orders.
2. Discounts: The discounts shown in the media price list will be granted only to advertisers and only for the medias appearing within one year (twelve months). The period begins upon. If the client wishes to make use of an agency rebate, this must be explicitly stated on the order. In addition, the activity as agency must be verified no later than upon job award with an excerpt from the commercial register.
3. Terms of payment: Invoices for media are to be paid within the period shown in the price list. Such period commences on receipt of the invoice. Payments must be remitted, costs and charges paid, to the bank accounts of ISGATEC GmbH given in the invoice. Dunning and collection costs which are caused by delays in payment shall be borne by the Customer. If the Customer is in default on payment, ISGATEC GmbH may postpone the further performance of a current order until payment has been made, and require payment in advance. ISGATEC GmbH has the right to correct defective media invoices within six months of invoicing. All prices are subject to value-added tax at the statutory rate applicable at invoice date.
4. If an order does not meet the intended order volume for reasons that are outside the control of the publisher, then the excess price reduction will be invoiced retroactively.
Article 2 Handling the contract
1. Orders for media may be placed by letter or by email. If orders are placed or changes are made to orders by telephone, ISGATEC GmbH shall not be held liable for communication errors.
2. Orders for inserts: As a rule, orders for inserts will be accepted by ISGATEC GmbH only after a sample has been submitted.
3. Refusal to accept orders: ISGATEC GmbH has the right to refuse to accept orders for medias after appropriate consideration. This applies in particular if their content is in contravention of the law or official regulations, or if objections have been raised against them in complaint proceedings before the German Advertising Standards Council, so that ISGATEC GmbH cannot reasonably be expected to publish them on account of their content, their origin or their technical form, or if inserts, through their format or presentation, create the impression of being part of the publication or contain third party advertisements. ISGATEC GmbH must declare its rejection immediately upon being apprised of the contents concerned.
4. Deadlines: The deadlines shown in the price list are not binding on ISGATEC GmbH. ISGATEC GmbH is at liberty to adapt advertising deadlines to the current production process at short notice.
5. Cancellation of orders/force majeure: Orders for medias can be cancelled only by letter, but also by telefax or email. The Customer must pay for the media if after the ad closing date or when it is already in the press. Otherwise ISGATEC GmbH may require the refund of the costs incurred up to cancellation in accordance with statutory regulations. In cases of force majeure and labour disputes which are not its fault, ISGATEC GmbH shall be released from the obligation to provide performance; no claims to damages exist on this account.
6. Placement of media (print/online): ISGATEC GmbH can give no guarantee that medias willbe placed in certain issues or editions, or in certain positions. Ads with special placements(cover pages, covers, chapter pages and special formats) can‘t be cancelled after the order confirmation of ISGATEC.
7. Data delivery: The deadlines for artwork can be obtained from the respectively applicable media data of ISGATEC GmbH. The client is responsible for the timely provision of complete, error-free and virus-free submissions as well as a color-binding print proof or digital color scheme. Should the material supplied be unsuitable or damaged, ISGATEC GmbH shall immediately request replacement. If this is not the case, no liability can be assumed for the accuracy of the advertisement. The client assures that he is entitled to place hyperlinks combined with the online advertising. The client further assures observance of applicable data protection regulations – in particular the federal Data Protection Act and the Telecommunication Services Data Protection Act – and to also impose the same obligation onto his employees. In the case of audio or video-linked advertisements, the client is responsible for procuring the required permits from GEMA or other copyright associations or copyright holders. Should the customer fail to observe the recommendations of ISGATEC GmbH with regard to the creation and delivery of artwork, he shall not be entitled to make any claims for faulty publication. Artwork is only returned to the client upon special request. The obligation to retain artwork expires six weeks following publication of the medium.
8. Editorial-style advertisements: The presentation and marking of editorial-style advertisements must be arranged with ISGATEC in good time before publication. Such texts will be marked as “advertisements”.
9. Liability for the content of media: The Customer is responsible for the content and the licitness of media. It shall hold and save ISGATEC GmbH harmless from and against all third party claims on grounds of publication of the advertisement. ISGATEC GmbH is under no obligation to look into whether an ordered advertisement infringes on the rights of a third party. Should ISGATEC GmbH, for example, be ordered by a court to print a retraction of a media, the Customer who ordered this kind of media shall bear the costs of the retraction at the valid rate set forth in the price list.
10. Granting of Rights The client guarantees that he possesses any rights that are necessary for the placement, publication and distribution of the advertising material. He grants the publisher the copyright, ancillary copyright and other rights necessary for the proper use of the advertising material in the respective advertising media, in particular the rights to duplication, distribution, transmission, broadcasting, editing, making publicly accessible, storing on a database, retrieving from a database and preparing for retrieval, and in such a way with respect to time, space and content to allow fulfillment of the contract. The aforementioned rights are granted in all cases without restrictions as to location and authorize placement using all known technical methods and in all known forms of advertising media.
11. Proofs will be provided only by express request in the form of a PDF file. ISGATEC GmbH will take over corrections which it receives within the periods it has set. The Customer is responsible for ensuring that the corrections made to the proofs are correct.
12. Voucher copies of advertisements: For advertisements of one eighth page size and over, ISGATEC GmbH will provide a voucher of the advertisement in the form of a copy together with the invoice.
13. Typesetting costs: The costs for producing the ordered copy and drawings will be borne by the Customer. The Customer will also bear the costs of any substantial changes it wants made to the agreed original versions and of any other changes for which it is responsible.
14. Fluctuating circulation figures: A decline in the circulation figures will affect the contractual relationship only if a certain circulation has been guaranteed and this falls by more than 10%.
15. Advertising agencies have the obligation to adhere to the ISGATEC GmbH price list in their offers, contracts and bills to the advertiser. The commission granted by ISGATEC GmbH is calculated from the net amount charged to the customer, i.e. after deducting discounts, bonuses and rebates for defects. A commission will be paid only to advertising agencies recognized by ISGATEC GmbH. Orders for for all kind of medias through advertising agencies are to be placed in their name and for their account. The commission must not be passed on to the customer either wholly or in part.
16. Storage of customer data: Within the scope of the business relationship, ISGATEC GmbH stores customer data with the help of electronic data processing in compliance with the provisions of the German Data Protection Law.
Article 3 Warranty, liability
1. Warranty: In the case of obvious defects, complaints must be received from the Customer within four weeks after receipt of the invoice and the voucher. Entitlement to subsequent performance is barred if this entails disproportionately high costs for ISGATEC GmbH. Should ISGATEC GmbH allow a reasonable period of grace to expire without effect, or refuse subsequent performance, or the Customer cannot be reasonably expected to accept subsequent performance or this fails, then the Customer has the right to reduce its payment in an amount in which the purpose of the media was impaired. Warranty claims on the part of customers who are businessman lapse after twelve months of publication of the respective kind of media.
2. Liability: The Customer’s claims to indemnification against ISGATEC GmbH are barred irrespective of the legal grounds thereof, in particular on grounds of delay, of infringement of third party proprietary rights, and on grounds of tort, unless ISGATEC GmbH, its representatives or vicarious agents have acted with intent or gross negligence or have negligently breached a contractual obligation which is essential for achieving the purpose of the object of the contract, or if the claim to damages results from a failure to provide warranted characteristics. To the extent that there are grounds for liability on ISGATEC GmbH’s part, the damages that can be claimed are restricted to the net price of the respective media. This limitation of liability shall not apply in cases of intent or if the event giving rise to damages was caused through gross negligence, or if the claim to damages results from the product liability law. All claims to damages against ISGATEC GmbH shall lapse after twelve months from the date on which the Customer came to know or should have come to know of the circumstances on which the claim is based.
3. The customer is responsible for ensuring that the transmitted data are free of computer viruses. Files with computer viruses may be deleted by the publisher. The customer therefore couldn‘t derive any rights. The publisher also reserves the right to claim damages if the computer viruses cause further damage at the publishing house.
Article 4 Online Dispute Resolution
The European Commission has established a platform for online dispute resolution, which can be reached at: http://ec.europa.eu/consumers/ odr. Consumers can use the platform for resolving disputes. We are not able nor required to participate in a dispute settlement procedure before a consumer arbitration board unless there is a legal obligation to participate.
Article 5 Place of performance, jurisdiction, proper law
1. The place of performance is Mannheim where ISGATEC GmbH has its registered offices.
2. The court of jurisdiction for actions filed by and against businessman, legal entities under public law or special government funds is the place where ISGATEC GmbH has its registered offices.
3. German law applies, as the exclusion of UN-purchase right.
Am Exerzierplatz 1A
Tel.: +49 (0)621 7176888-0
Fax: +49 (0)621 7176888-8