General Terms and Conditions
General Terms and Conditions confructa medien GmbH
§ 1 General Provisions
(1.1.) These general terms and conditions (hereinafter referred to as “GTC”) shall apply exclusively to any and all contractual agreements (hereinafter each contractual agreement referred to as “Agreement”) between confructa medien GmbH as seller (hereinafter referred to as “confructa”) and a customer or other contracting partner (hereinafter referred to as “Client”, confructa and the Client hereinafter collectively referred to as the “Contracting Parties”) on supplies and services (hereinafter referred to in summary as “Deliveries”) of confructa except for Online Services as described in clause 1.2.
(1.2.) The GTC shall not apply to online services such as the provision of websites and internet portals, application service providing and/or software as a service (collectively “Online Services”). For Online Services, the General Terms and Conditions Online Ordering agreed upon registration of the Client for such Online Services shall apply.
(1.3.) Contract modifications and amendments shall always be made in writing. This provision shall also apply to any waiver of the requirement for written form.
(1.4.) Any other terms and conditions shall not be part of the agreement even if confructa should perform a contract without contradicting the inclusion of such terms and conditions.
(1.5.) Even if renewed reference is not made to such at the time of conclusion of further Agreements within the scope of 1.1, the GTC, as amended from time to time, shall apply unless agreed otherwise in writing.
(1.6.) These GTC shall not be applicable if the Client is a consumer. Particular clauses of these GTC expressly refer to and only apply to merchants.
§ 2 Prices and terms of payment
(1) The prices in the seller’s order confirmation or firm offer are valid for all shipments and/or deliveries. The price shall be that in the seller’s current list price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs.
(2) If a period of more than four months is between the conclusion of the agreement and the agreed delivery date, those prices of the Seller shall apply which are valid at the time of delivery or provision.
(3) All prices shall apply ex place of dispatch excluding packing, postage, carriage, insurance, customs. For orders shipped outside Germany, the Client is responsible for all/any Customs Import Duties and Sales Tax Charges that may apply. We suggest customers from outside Germany contact their own Customs Office to make their own enquiries as to what specific rules apply with regard to Duties and Sales Tax etc.
(4) The billing amount shall be immediately payable and due for payment without deductions within 10 days after receipt of the invoice.
§ 3 Delivery and Shipping
(1) Our deliveries, irrespective of mode of dispatch, are made at the purchaser’s own risk and expense. If the buyer is a consumer, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer when the goods are handed over to him.
(2) Our Place of jurisdiction for all claims arising from this Contract is Neuwied or Koblenz/Germany. This Contract shall be governed by the laws of the Federal Republic of Germany.
§ 5 Warranty and Limitation of Liability
(5.1) Upon justified objections which shall have been raised in accordance with the procedures and deadlines hereunder, the Client shall have the right to claim a reduction in the purchase price which shall be without prejudice to our right, to provide the return of the objected goods and the delivery of non-defective goods.
(5.2) The Client shall not be entitled to any further rights or remedies. In particular, we shall not be responsible for any compensation based on breach of contract or default unless the goods shall lack a characteristic that we shall have expressly guaranteed or in cases of wilful misconduct or gross negligence on our part or if the claim results from damages from injury to life, body, or health.
(5.3) In the event that the Client has tort claims against us, these shall expire if the Client does not assert them within one year after having become aware of all prerequisites the claim is based on, unless the claims are based on wilful misconduct or gross negligence on our part or if they result from damages from injury to life, body, or health.
(5.4) Costs arising from inaccurate complaints shall be borne by the Client.
(5.5) The Client shall free us from all third party product liability claims, which exceed the liability we would have according to the German product liability law.
§ 6 Right to Set-off or Retention
The client shall have no right to set off, retention or reduction unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by us.
§ 7 Final Provisions
(7.1) Other than the assignment of financial claims in accordance with the provisions of §354a of the German Commercial Code (“Handelsgesetzbuch” or “HGB”), the Client must not assign or relinquish either individual rights from this contract or the contract as a whole to a third party without the express written agreement of confructa.
(7.2) The place of fulfilment is the corporate headquarters of confructa. If the Client is a merchant in the sense of the German Commercial Code (“Handelsgesetzbuch” or “HGB”), a legal entity under public law, or a special public law fund, it is hereby agreed the place of jurisdiction for all claims arising from this Contract is Neuwied or Koblenz/Germany. This Contract shall be governed by the laws of the Federal Republic of Germany. This shall also apply to judicial enforcement proceedings and to persons with no general competent jurisdiction within Germany, and for persons who, after the conclusion of this contract, relocate their residence or habitual place of abode outside Germany, and for persons whose residence or habitual place of abode is unknown at the time of initiating proceedings or lodging a suit. confructa is entitled to initiate legal proceedings in the legally determined jurisdiction.
(7.3) This contract is subject to the laws of the Federal Republic of Germany, to the exclusion of the regulations of international civil law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
(7.4) These GTC are issued in both German and English; the German version, however, is exclusively valid and binding in law.
(7.5) Verbal supplementary agreements have no validity. Variant or supplementary conditions shall only be valid when agreed in writing and expressly identified as an amendment or addition to this contract; this shall also apply to amendments to this clause.
(7.6) Should any provision or provisions of these GTC prove ineffectual or invalid, this shall not in any way impede the effectiveness or validity of the remaining provisions.
§ 8 Written Form
Simple electronic form (email or fax) is sufficient to satisfy any written form requirement stipulated in these GTC; this does not apply to notices of termination or withdrawal which shall always require delivery of an original document signed by the respective Contracting Party.
General Terms and Conditions for Subscriptions
1. Scope of application
2. Offers and service descriptions
3. Order process and conclusion of contract
4. Subscription prices and shipping costs
5. Delivery, availability of goods
6. Terms of payment
7. Retention of title
8. Right of withdrawal
9. Subscription period & cancellation conditions
10. Terms of use for digital subscriptions
11. Warranty for material defects and guarantee
12. Liability
13. Storage of the contract text
14. Jurisdiction, applicable law, contractual language
1. Scope and provider
1.1 All subscription contracts concluded with confructa medien GmbH (hereinafter referred to as the seller) are governed exclusively by these general terms and conditions and the terms and conditions of the respective subscription variants, of which the customer will be informed separately.
1.2. You can reach our team for questions, complaints and objections on weekdays from 9:00 am (GMT+2) to 5:00 pm (GMT+2) under the telephone number +49 (0) 2634-92350 as well as by e-mail under info@fluessiges-obst.de.
1.3. Customers within the meaning of these GTC are exclusively purchasers who have reached the age of 18 and are to be regarded as entrepreneurs within the meaning of § 14 (1) of the German Civil Code (BGB).
1.4. Deviating terms and conditions of the customer shall not be recognised unless the seller expressly agrees to their validity.
2. Offers and service descriptions
2.1. The presentation of subscriptions on our website does not constitute a legally binding offer, but an invitation to submit a subscription request. Descriptions of services in catalogues and on the seller’s websites do not have the character of an assurance or guarantee. Errors and omissions excepted.
3. Order process and conclusion of contract
3.1. On the subscription page of our website, the customer can select the desired subscription and enter the data required for the subscription request or the conclusion of the contract in the following input mask. Required information is marked with an asterisk (*).
3.2. Via the button “Send subscription request”, the data entered by the customer is forwarded to our reader service for further processing.
3.3 The subscription contract for the subscription selected by the customer in the subscription request will only come into effect after receipt of the confirmation of the subscription request by the seller and, in turn, its written confirmation by the customer. In the case of a digital subscription, an account will be set up for the customer on our website. After payment of the purchase price, the customer will receive the necessary access data by e-mail to the e-mail address entered by him in advance. Access to the corresponding content is possible immediately with the access data received.
4. Subscription prices and shipping costs
4.1. All subscription prices stated on the seller’s website are inclusive of shipping costs but exclusive of the applicable statutory VAT.
5. Delivery, availability of goods
5.1. If payment in advance has been agreed, the delivery – in the case of a digital subscription the dispatch of the access data – shall take place after payment of the invoice amount.
5.2. Should the delivery of the goods fail through the fault of the buyer despite three delivery attempts, the seller may withdraw from the contract. Any payments made will be refunded to the customer without delay.
5.3. If the ordered product is not available because the seller is not supplied with this product by its supplier through no fault of its own, the seller may withdraw from the contract. In this case, the seller will inform the customer immediately and, if necessary, propose the delivery of a comparable product. If no comparable product is available or if the customer does not wish a comparable product to be delivered, the seller will immediately reimburse the customer for any consideration already paid.
5.4. Customers are informed about delivery times and delivery restrictions.
6. Payment modalities/Delay
6.1. The customer can pay the purchase price of a print subscription by invoice, by credit card or by PayPal. At the customer’s request, the publisher will collect the purchase price by direct debit. The purchase price is due for payment within 10 days of the invoice date, without deduction of any discount, unless expressly agreed otherwise. Payment of the purchase price of a digital subscription must be made in advance.
6.2. If third-party providers are commissioned with the payment processing, e.g. PayPal, their general terms and conditions apply.
6.3. If the due date for payment is determined according to the calendar, the customer shall already be in default by missing the deadline. In this case, the client shall pay the statutory interest on arrears.
6.4. The customer’s obligation to pay default interest does not preclude the seller from claiming further damages for default.
6.5. The customer shall only have a right of set-off if his counterclaims have been legally established or recognised by the seller. The customer may only exercise a right of retention if the claims result from the same contractual relationship.
7. Retention of title
7.1. Unless otherwise agreed, the goods will be delivered at your request from our warehouse to the address you specify.
7.2. We retain title to the goods until all claims arising from the current business relationship have been settled in full. Prior to the transfer of ownership of the reserved goods, a pledge or transfer of ownership by way of security is not permitted.
8. Right of withdrawal
8.1. The customer shall be entitled to a 14-day right of revocation insofar as he/she does not predominantly use the ordered services for commercial or independent professional activities and the contract was concluded using exclusively means of distance communication, in particular by online order via the online shop, telephone or e-mail (distance contract).
8.2. The right of withdrawal does not apply to distance contracts for the delivery of goods made to customer specifications (§ 312g (2) No. 1 BGB), to distance contracts for the delivery of newspapers, periodicals or magazines with the exception of subscription contracts (§ 312g (2) No. 7 BGB). The right of withdrawal enables the customer to withdraw from the declaration of intent directed towards the conclusion of the contract. Please read our withdrawal policy for this.
9. Subscription period & cancellation conditions
9.1. Unless otherwise specified in the respective offer, the subscription period for all subscriptions is one year. Therefore, the customer will receive an annual invoice at the beginning of the subscription.
9.2. The subscription is always automatically renewed for a further year. If the customer no longer wishes this automatic renewal, his notice of termination must be received in writing (e.g. by e-mail or fax) by the seller at the following address no later than four weeks before the end of the subscription period:
confructa medien GmbH
Reader service
Westerwaldstraße 2a
56587 Oberhonnefeld
fax: +49 (0) 2634-923535
e-mail: christian.friedel@fruit-processing.com
10. Terms of use for digital subscriptions
10.1. The customer may use the contents of the selected articles/issues for private or business purposes. Exploitation rights (e.g. distribution or reproduction) for commercial purposes are not granted. The exploitation/reproduction is limited to the customer’s own use. Public disclosure for private or commercial purposes is prohibited.
10.2. Further rights, in particular the right to commercial use of the journalistic content as well as multiple use of individual logins, e.g. for libraries and schools, must be agreed individually with confructa medien.
11. Warranty for material defects and guarantee
11.1. The warranty is determined according to statutory provisions (§ 433 ff. BGB).
11.2. A guarantee exists for the goods delivered by the seller only if it has been expressly given. Customers will be informed of the terms of the guarantee before the order process is initiated.
12. Liability
12.1. The following exclusions and limitations of liability shall apply to the seller’s liability for damages, without prejudice to the other statutory prerequisites for claims.
12.2. The seller shall be liable without limitation insofar as the cause of the damage is based on intent or gross negligence.
12.3. Furthermore, the seller shall be liable for the slightly negligent breach of essential obligations, the breach of which jeopardises the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the customer regularly relies. In this case, however, the seller shall only be liable for the foreseeable damage typical for the contract. The seller shall not be liable for the slightly negligent breach of obligations other than those mentioned in the above sentences.
12.4. The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect after the assumption of a guarantee for the quality of the product and in the event of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.
12.5. Insofar as the seller’s liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents.
13. Storage of the contract text
13.1. The customer can print out the text of the contract before submitting the subscription request to the seller by using the print function of his browser in the last step of the order.
13.2. The seller shall also send the Customer an order confirmation with all order data to the e-mail address provided by the Customer. With the order confirmation, the customer also receives a copy of the General Terms and Conditions together with the cancellation policy and the information on shipping costs as well as delivery and payment terms.
14. Jurisdiction, applicable law, contractual language
14.1. The place of jurisdiction and performance shall be the registered office of the seller if the Customer is a merchant, a legal entity under public law or a special fund under public law.
14.2. The contractual language is German.
14.3. Platform of the European Commission for online dispute resolution (OS) for consumers: http://ec.europa.eu/consumers/odr/. We are not willing and not obliged to participate in a dispute resolution procedure before a consumer arbitration board.
General Terms and Conditions Online Ordering
These Additional Terms and Conditions Online Ordering (GTCO) apply in addition to our General Terms and Conditions (GTC) and prevail these in case of doubt.
1. Application
These Terms and Conditions apply to those persons or companies (hereinafter called “Client”) purchasing any of the products and services of confructa GmbH (hereinafter called „the online publisher“).
These Terms and Conditions (GTCO) apply to all agreements related to the delivery of content and services entered into by the online publisher and business clients via the internet.
These Terms and Conditions (GTCO) are incorporated into each agreement entered into between the online publisher and the client whether or not the advertising order form or any other document which the customer signs makes reference to these terms.
The online publisher is entitled to amend the (GTCO). Amendments to the (GTCO) also apply to existing agreements. The online publisher will announce amendments to the (GTCO) on its website and in its newsletters before they come into effect. The amended (GTCO) come into effect two weeks after the announcement, or later at the time stipulated in the announcement.
2 Placing an order
(2.1) This is applicable to orders placed via the Internet. Orders must be sent in writing to the online publisher. An electronic message is equivalent to a written notification.
(2.2) In this contract the following expressions have the following respective meanings unless the context otherwise requires:
“the online publisher” means confructa medien GmbH
“Advertiser” means the person or company identified on the order form.
“Insertion order” means advertising order.
“Website” means the particular website as detailed on the insertion order.
Orders for subscriptions and the Suppliers Guide are made for a one year term (11 issues or 12 months, not necessarily a calendar year). The order is deemed to be tacitly renewed for one year if it is not cancelled in writing one month prior to the due date.
3 Terms of payment
Payments can be made by standing order or by invoice. Advertisers paying by invoice will be invoiced on the first day of the contract period set forth on the insertion order. Payment shall be made in full to the online publisher no later than thirty days of the “live” date of the advertiser’s program, as specified in the insertion order. All payments to the online publisher hereunder shall be made in sterling and shall be exclusive of any V.A.T chargeable thereon which shall be payable by the advertiser in addition, where applicable. Amounts paid after the due date shall bear interest at the rate of 3 % per annum, whether before or after judgment. In the event of any failure by the advertiser to make payment, the advertiser will be responsible for all expenses (including legal fees) incurred by the online publisher in collecting such amounts. In the event of late payment the online publisher reserves the right to suspend the advertisers information posted on the website. In this event the online publisher may post an “account suspended” notice in place of any company information supplied.
Any invoice outstanding beyond the due date will be referred to the online publisher’s collector and will be subject to a surcharge of 15 % plus VAT to cover the collection costs incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable.
4 Acceptance of advertising
Acceptance of advertising is subject to space availability upon receipt of signed contract or insertion order by the online publisher.
(4.1) Receipt of a completed standing order mandate will be considered as acceptance of the order and the terms and conditions of the contract.
(4.2) Receipt of email confirmation of an order will be considered as acceptance of terms and conditions of the contract.
5 Advertisers Representations
The advertiser warrants and represents to the online publisher that:
(5.1) he has the right to publish the contents of the advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights;
(5.2) he has complied with the codes of practice issued by the Advertising Standards Authority in respect of electronic and on-line advertising and all other relevant industry codes of practice;
(5.3) he will be fully responsible for the terms (including, without limitation, product description, price and compliance with all applicable laws and regulations) of any contract for the sale of goods or services to customers who have seen the advert displayed by the online publisher.
The advertiser agrees to indemnify the online publisher forthwith on demand and hold the online publisher harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by the online publisher in connection with any claims, actual or threatened, of any kind (including, without limitation, breach of contract, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the advertisement and/or any material of the advertiser to which users can link through the advertisement and any other contract entered into for the purchase of the advertised goods or services.
The advertiser will defend or settle at its own expense any action or other proceedings brought against the online publisher that relates to the advertisement and/or any material of the advertiser to which users can link through the advertisement. The online publisher shall notify the advertiser promptly of any such claim and shall permit the advertiser to assume and control the defence of such action with Counsel chosen by the advertiser (who shall be reasonably acceptable to the online publisher) and shall not enter into any settlement or compromise of any such claim without the advertiser’s prior written consent. The advertiser shall pay any and all proper costs, damages and expenses (including but not limited to reasonable legal fees and costs) awarded against or incurred by the online publisher in any such action or proceedings.
(6.1) The online publisher reserves the right to re-design parts of or the entire website as detailed in the insertion order and to re-position advertising and sponsorship accordingly without prior notice.
(6.2) The practice of deep linking may be necessary, thus enabling visitors to by-pass your home page to visit specific areas of your website directly.
(6.3 ) Optimised web pages containing your company name and information may be submitted to search engines at the expense of the online publisher.
(6.4) Positioning of advertisements is at the sole discretion of the online publisher except where a request for a specific preferred position is acknowledged by the online publisher in writing. Material must be received by the agreed date, otherwise position may be lost, reduced or, in the case of directory listings or fixed position advertisements, the insertion term may be reduced.
7 The online publisher may create an advertisement on behalf of the advertiser if material is not received by the agreed deadline.
8 Cancellation Policy
Any campaign can be cancelled without charge up to 30 days before the scheduled start date of the campaign. Non-banner advertisements, company profiles and directory listings (where available) can be cancelled without charge up to 30 days before the scheduled start of the campaign. Cancellation damages of 50 % of the advertising contract amount will be due and payable to the online publisher by the advertiser if campaigns are cancelled by the advertiser less than 30 days before the scheduled start date of the campaign. After a campaign has started all advertisements must run their contracted duration as per the insertion order form.
9 Publisher’s Approval
All contents of advertisements are subject to the online publisher’s approval. The online publisher reserves the right to reject or cancel any advertisement, insertion order, space reservation or position commitment at any time, or remove any advertisement from any website page controlled by the online publisher, or reject any URL link embodied within any advertisement.
(9.1) The online publisher will notify the advertiser by email that their advertisement has been added to the website.
(9.2) The agreed duration will begin from notification by the online publisher.
(9.3) The advertiser must notify the online publisher as soon as is reasonable by either email or fax of any inaccuracy or changes that need to be made.
(9.4) The content of all ads incorporating data provided by a third party is not subject to the advertiser’s prior approval but no warranty is given by the online publisher with relation to the accuracy of such advertisements. The online publisher does not undertake to review the contents of any advertisements and any such review of, and approval by, the online publisher shall not be deemed to constitute an acceptance by the online publisher that such advertisement is provided in accordance with the terms of the Agreement, nor shall it constitute a waiver of the online publisher’s rights hereunder. The online publisher makes no warranty, express or implied, as to the accuracy of any advert. In the event that any advert is inaccurate, the advertiser’s sole remedy is for the online publisher to remedy such inaccuracy within 2 working days of it being notified of the inaccuracy by the advertiser.
10 Rates
All insertion orders are accepted subject to provisions of the current rate card. Rates are subject to change upon notice from the publisher. In the event of a rate increase during the period of the insertion order, the advertiser will have the option to cancel the remaining period of the insertion order with one month’s notice or as of the date of the rate increase, whichever period is the shorter, without penalty or continue the order at the revised rate. Page impression based campaigns are monitored and invoiced according to figures by the online publisher.
11 Limitation of Liability
The online publisher will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with these terms and conditions for:
- any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings);
- or any loss of goodwill or reputation;
- or any special or indirect or consequential losses.
In any case whether or not such losses were within the contemplation of either party at the date on which the event giving rise to the loss occurred, suffered or incurred by a party arising out of or in connection with the provisions of any matter under these terms and conditions. In particular, and without limitation, the advertiser acknowledges that the online publisher will not be liable for such losses whether arising from a failure to publish an advertisement, or from the inaccuracy of any data contained in any advertisements (whether such inaccuracy arises from any action, or failure to act, of the online publisher, the advertiser or a third party). Subject to the above, the liability of the online publisher in contract, tort, negligence, pre-contract or other representations or otherwise arising out of or in connection with these terms and conditions or the performance or observance of its obligations under these terms and conditions, and every applicable part of them shall be limited to the amendment of any inaccurate data in accordance with Section 9 above or in the event that the online publisher fails to electronically publish an advertisement, the advertiser’s sole remedy and the online publisher’s entire liability to the advertiser shall be limited at the online publisher’s option to either a refund of the advertising fee or relevant portion thereof, or placement of the advertisement at a later time in a comparable position. The advertiser acknowledges that any website on which an advert is displayed is provided on an “as is” and “as available” basis without any representation or endorsement. The online publisher makes no warranties of any kind, whether express or implied, in relation to such website, including but not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade or that the website will meet any requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or bugs or are fully functional, accurate, or reliable.
12 The online publisher shall have the right to hold the advertiser or its agent liable for such monies as are due and payable to online publisher for advertising which the advertiser or its agent ordered and which advertising was published and displayed.
13 No conditions other than those set forth in the rate card shall be binding on the online publisher unless specifically agreed to in writing by the online publisher.
14 The online publisher is not liable for delays in delivery and/or non-delivery in the event of any situation beyond the control of the online publisher.
15 No conditions other than those set forth in the insertion order or this shall be binding unless expressly agreed to in writing. In the event of any inconsistency between the insertion order and this Agreement, this Agreement shall prevail.
16 Miscellaneous
These (GTCO) (as amended from time to time) together with any document expressly referred to in any of the terms, contains the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or verbal, between the parties in relation to such matters. No verbal explanation or verbal information given by any party shall alter the interpretation of these terms and conditions. Each party confirms that, in agreeing to these terms and conditions, it has not relied on any representation save insofar as the same has expressly been made a representation in these terms and conditions and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of these terms and conditions save that the agreement of each party contained in this.
The invalidity, illegality or unenforceability of any provision of these (GTCO) shall not affect or impact the continuation in force of the remainder of these terms and conditions.
Nothing in these (GTCO) shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
These (GTCO) shall be governed by and construed in accordance with German law and the parties hereby submit to the exclusive jurisdiction of the German courts in respect of any dispute or matter arising out of or connected with these terms and conditions.
Place of performance is Oberhonnefeld/Germany. Legal Venue for both parties is Neuwied or Koblenz/Germany
Contractual Information:
(1) Signed insertion orders must be delivered at least three business days prior to the start of an insertion term.
(2) Banner adverts must be delivered at least seven business days prior to the start of an insertion term.
(3) All other advertising copy and material must be delivered at least three business days prior to the start of an insertion term.
(4) All advertising requires a signed insertion order.
General Advertising Terms and Conditions of confructa medien GmbH (ATC)
These General Advertising Terms and Conditions (ATC) apply to all agreements related to the delivery of content and services entered into by confructa medien and business clients.
confructa is is entitled to amend the ATC. Amendments to the ATC also apply to existing agreements. confructa will announce amendments to the ATC on its website and in its newsletters before they come into effect. The amended ATC come into effect two weeks after the announcement, or later at the time stipulated in the announcement.
Offers from confructa constitute an invitation to make an offer and therefore cannot be accepted. Client makes the offer by placing an order or a request for the delivery of the content or service based on an offer.
The Agreement is concluded through confructa’s written acceptance of client’s order or request.
An electronic message is equivalent to a written notification for the application of the Terms and Conditions.
The ATC are part of the media information pack of each individual magazine and can be obtained as a pdf file.
1 An “advertisement order”, in the sense of the following general terms and conditions, is a contract on the publication of one or several advertisements of an advertiser in a publication for the purpose of circulation. An order will be legally binding only after the publisher’s written confirmation to the client. Verbal subsidiary agreements require written confirmation to become effective.
2 In case of doubt, advertisements have to be called for publication within one year, following the conclusion of contract. If the contract provides the right to call for individual advertisements, the order has to be performed within one year following the publication of the first advertisement. The prices stated in the advertisement rate list are firm prices and are binding for both contracting parties. Discounts are only effective for advertisements published within one year following the publication of the first advertisement.
3 In the scope of a standing order the client is entitled to call for further advertisements, in addition to the quantity specified in the order within the period agreed, resp. stated in section 2. If applicable, a corresponding discount will be granted retroactively, according to the scale of discounts.
4 If the order is not performed owing to unforeseen circumstances outside the publisher’s scope of responsibility, the client has to refund the balance between the discount granted and the discount corresponding to the actual quantity of advertisements published, without prejudice to any further legal obligations. Refundment is not required, if non-performance was caused by force majeure within the publisher’s scope of responsibility.
5 Orders on advertisements or advertising insets explicitly agreed to be published in certain issues or in certain positions of the publication have to arrive at the publishing house early enough to enable the publisher to inform the client prior to the closing date if the order cannot be performed in the requested way. The publication of classified advertisements in their corresponding columns does not require express agreement.
6 Placement of advertisements in certain issues or positions of the magazine cannot be guaranteed; payment of compensation will not be effected in the case of non-observance. The same applies to advertisements which were not published. Furthermore, adherence to a scheduled editorial programme cannot be guaranteed. If certain position or colour prescriptions cannot be observed, the publisher reserves the right of alterations according to existing possibilities, resp. to publication in one of the following issues.
7 Text part advertisements are advertisements placed on the text pages. As a general principle, 1/1-page advertisements are placed facing a full text page (edit.). Advertisements which are not distinguishable as such due to their layout will be clearly marked with the word “advertisement”. The client has no claim to exclusion of competitors. Exclusion of colours to be applied for coloured advertisements is not possible, either.
8 The publisher reserves the right to reject orders on advertisements or advertising insets – the same applying to the publication of single advertisements called for within the scope of a contract – on account of their content, origin or technical form, in compliance with consistent, justifiable principles of the publisher if their content contravenes a law or authority provisions or if their publication seems unreasonable for the publisher. The same applies to advertisements submitted to advertising offices, agencies or representatives. Orders on advertising insets are binding for the publisher only after submission of a sample inset and its approval. Insets giving the reader the impression of being a constituent part of the newspaper or magazine due to their format or make-up, as well as insets containing advertisements of a third party will not be accepted. Any rejection of an order will immediately be communicated to the client. The client has to pay the text price for placement of an advertisement in the text part. In the case of binding, confirmed prescriptions of position an extra charge will be asked, according to the rate list. Only advertisements conforming to standard page sections are published according to the rate list. Any material diverging from the standard size is adjusted to the appropriate format by trimming or framing, without further notice to the client.
If a prescribed text does not fit into the ordered format, the publisher is automatically entitled to use a larger format, next in size to the ordered one, and to charge the costs for the larger format. If no specific size is prescribed by the order, the publisher will choose a format specified in the rate list which is suitable for the character of the advertisement. Classified advertisements are published in their respective columns. Their height is measured from line to line.
9 The client is responsible for delivering the advertisement text and faultless printing material or insets in good time. If the printing material supplied is obviously unsuitable or damaged, the publisher will immediately request substitute material. If the advertisement text or the printing material required arrives too late, the publisher is en titled to leave the space reserved for the client blank, resp. to print only the name of his company in the space and charge it to his account. The publisher guarantees faultless reproduction of the advertisement. The average printing performance achieved on the paper used is taken as a basis, here. If an advertisement or a modification of an advertisement has been ordered by telephone, the publisher is not liable for any incorrect reproduction. If any defects of the printing material are not recognizable before printing, but become apparent only during the printing process, the client cannot assert any claim whatsoever, even in the case of unsatisfactory reproduction.
10 If the advertisement ordered is printed incompletely or illegibly, the client can assert a claim to a reduction of the price charged or to the publication of a faultless substitute advertisement. This claim, however, is limited to the extent to which the intended purpose of the advertisement was failed to be achieved. Damages due to breach of contract, negligence in contracting or tort are excluded, no matter whether the order was placed in writing or by telephone. Damages due to impossibility of performance or default are limited to compensation of the predictable damages and to the charges to be paid for the advertisement or inset concerned. This does not apply, however, in the case of intent or gross negligence on the part of the publisher, his legal representatives or agents. The publisher is not liable for damages resulting from the absence of warranted qualities. In the ordinary course of business, the publisher is not liable for gross negligence on the part of his agents. In any other case, his liability for gross negligence is limited to the predictable damage, at the most, to the amount charged for the advertisement concerned. Complaints must be brought to attention in writing within 8 days following the receipt of the invoice and voucher, except in the case of non-obvious defects. However, this will not constitute any extension of time allowed for payment.
11 Sample copies are only supplied upon express request. The client is responsible for the correctness of the re turned copies. The publisher will pay regard to all corrections communicated to him within the period appointed at the dispatch of the sample copy. If the sample copy sent to the client is not returned in time or is not returned at all, the publisher will consider it to be declared ready for publication.
12 If the client does not pay in advance, the invoice is sent to him immediately or within 14 days following the publication of the advertisement, at the latest. The invoice has to be paid within the period stated in the rate list, commencing with the receipt of the invoice, unless, in individual cases, another term of payment or advanced payment has been agreed upon. If applicable, discounts for payment prior to maturity will be granted, according to the rate list.
13 In the case of delay or respite of payment, the publisher will charge a default interest (5 % above the prevailing discount rate of the Bundesbank), as well as expenses and collecting charges. In the case of delay of payment, the publisher may suspend any further execution of the standing order until payment has been effected and demand advance payment for the advertisements still to be published, without constituting any claim on the part of the client. If there are reasonable doubts as to the client’s solvency, the publisher is entitled to condition the publication of further advertisements on advance payment of the corresponding amount and on the settlement of open accounts, even during contract duration, regardless of the terms of payment originally agreed. No discount will be granted in the case of bankruptcy or compulsory composition.
14 If requested, the publisher will supply, together with the invoice, an advertisement voucher. Either press cuttings or tear sheets or complete voucher copies will be enclosed, depending on the character and volume of the order. If a voucher cannot be provided anymore, the publisher will supply a valid certificate on the publication and distribution of the advertisement, instead. The publisher may also generally supply voucher copies without entering any future binding obligations if he considers it to be the most economic solution.
15 Any alterations of the original order will only be considered to be accepted if the publisher has expressly con firmed them in writing. Any expenses for extensive changes of the advertisement versions originally agreed and the delivery of litho graphies, drawings or retouchings ordered, resp. required for the proper execution of the order have to be paid by the client. The cancellation of an order requires a valid reason and must be communicated to the publisher 6 weeks prior to the scheduled date of publication, at the latest. Unilateral cancellation of orders concerning advertisements of preferred position (front page, inside front page, back page, inside back page, centre pages) is not possible. Rescission of a contract is only possible in agreement with the publisher. Any resulting damage suffered by one of the contracting parties concerned has to be compensated.
16 If the publication of several advertisements has been agreed, reductions in circulation may constitute claims to price reductions, if – on a total average of the advertising year, commencing with the publication of the first advertisement – the average total circulation stated in the rate list or otherwise specified (resp., if there is no specification of the total circulation, the average paid circulation or, in the case of technical publications, the average distributed circulation) falls short of the circulation of the previous calendar year. Beyond that, in the case of standing orders, claims to price reductions are excluded if the publisher has informed the client on the reduction in circulation early enough to ensure a possible rescission of the contract on the part of the client prior to the publication of the advertisement.
17 In the case of box number advertisements, the publisher will observe the due diligence of a prudent businessman concerning the custody of offers and passing them on in time. Letters received in reply to box number advertisements are passed on by surface mail. The publisher will return valuable documents, without being obliged to do so. In the interest and for the protection of the client, the publisher reserves the right to open the offers received for checking to exclude any misuse of the box number service. The publisher is not obliged to pass on commercial boostings or offers of brokerage. In the case of box number advertisements, the client is obliged to return any documents enclosed in the reply letters to the sender within four weeks, at the latest. In the case of contravention, the publisher is entitled to pass on the client’s address to the sender, upon complaint.
18 Any alterations of the present conditions or of the advertisement rates become effective immediately, affecting both standing orders, as well as orders to be executed later.
19 The above mentioned conditions are exclusively applicable to the publication of advertisements or advertisement insets in the individual magazines published by confructa medien GmbH; any general or special buying conditions of the client are not applicable. This is considered to be agreed, especially by the acceptance of the order confirmation.
20 Place of performance is Oberhonnefeld/Germany. Venue for both parties is Neuwied or Koblenz/Germany.