General Terms of Business of EMR Euro Marketing + Research
A. General conditions
1. Object of the General Terms of Business
EMR Euro Marketing + Research - owner Wolfgang Jauch - (hereinafter known as EMR) sells in accordance with the following Terms of Business the surveys "Structures and interrelationships in the electrical wholesale trade" and offers advertising partners (hereinafter known as the Customer) the opportunity to advertise for a fee on its website www.electro-insider.com, in the form of banner advertisements.
These services are only pürovided by EMR to companies and corporate entities in public law. In placing an order the customer declares that he falls within this category.
2. Contract and application of General Terms of Business
The contract between the Customer and EMR comes into existence on receipt of the printed materials or data carriers ordered.
The contractual relationship is concluded by the making and acceptance of offers verbally or in writing. Silence in a commercial document is also deemed to give rise to or to change a contract.
The respective General Terms of Business of the Customer are expressly declared inapplicable.
3. Price structure and methods of payment
The prices for enjoyment of the services are to be found in the respective current price lists.
All prices quoted are net prices plus any sales/valued-added tax due at the prevailing legal rate and are to be paid in advance or on invoice with prior consent from EMR.
In the case of default or deferment of payment, interest at the rate of 8 % points above the current basic interest rate shall be payable in accordance with § 247 | BGB (German Civil Law); EMR reserves the right to claim higher damages, in particular the claim for higher interest with other legal justification.
In the case of default, EMR is entitled to suspend its deliveries until the errears have been settled.
The Customer is only entitled to offset payments or claim the right to withhold payment due to counterclaims if these are indiputable or legally established.
Although EMR makes every effort to ensure that its data are carefully maintained and researched, it cannot be guaranteed that data has not changed and is up to date or will be adjusted in the data base within a specific period. The Customer is aware that the information provided is prone to a certain degree of error and that EMR cannot assure the correctness and completeness of the data.
Warrantly claims are not valid if the deficiency arises from circumstances for which the Customer can be held responsible or if the Customer has breached his obligations to cooperate. Functional failures due to hardware defects, ambient circumstances, misuse or similar reasons within the sphere of the Customer do not constitute grounds for a claim
Complaints concerning obvious deficiencies must be reported to EMR within 10 days of receipt of the service by the customer. § 377 HGB (German Commercial Law) remains unaffected. A breach of the obligation to report the deficiency shall lead to invalidation of the guarantee.
If there are grounds for a warranty claim, the Customer may demand either amendment or replacement delivery at the choice of EMR; should a reasonable number of amendments or replacement deliveries come to nothing, the Customer may at his own choice withdraw from the contract or demand a reduction in the price of the service involved.
If goods and services free of deficiencies are delivered in supplementary performance, the Customer is obliged to return the defective goods and services without delay.
EMR, including its agents, employees and assistants, ssumes no liability for damage or losses of any sort whatsoever. This disclaimer does not apply to damage or losses arising from intent or gross negligence on the part of EMR or the above-named, nor in cases of slight negligence to damage or losses leading to injury or loss of life or damage to health arising from a brach of essential contractual obligations on the part of EMR.
In the case of a slight breach of essential contractual obligations, the liability of EMR is limited to typically foreseeable damage or loss.
For damage or loss to the customer arising from delay on the part of EMR, the Customer may only demand compensation for the amount of the price of the goods or services involved at the most.
The Customer may only assign the rights and obligations arissing from this contract with prior consent from EMR.
7. Applicable law, jurisdiction
All privity of contract between the parties is governed by Federal German Law. UN Purchasing Law does not apply.
Place of jurisdiction and performance for all disputes arising from the privity of contract between the parties is Waiblingen / Baden-Wuerttemberg.
8. Safeguard clause
Should individual regulations i the terms listed above or below be or become inoperative, the validity of the remaining clauses remains unaffected thereby.
9. Applicable language version
These General Terms of Business have been drawn up in GErman together with an English translation. In the case of differences, either in interpretation or translation, between the German and the English text, the GErman text of the General terms of Business shall prevail.
B. Special conditions for the purchase of the survey "Structures and interrelationships in the electrical wholesale trade"
1. Retention of title
The goods provided remain the property of EMR until full payments has been made by the Customer.
All copyrights on the goos provided remain with EMR.
The Customer is not entitled to dublicate the product without the consent of EMR and/or pass it on to persons outside of his firm.
Should the Customer culpably breach the obligations stipulated in this section, EMR is entitled, regardless of any claims to further rights, to demand for every individual breach a penalty amounting to twice the invoice total of the purchase price agreed between the parties.
C. Special conditions for the business line Internet advertising
The Customer is obliged to check the advertisement published on the EMR's website without delay on its first publication. Complaints about any errors must be made to EMR within a period of two weeks after first publication. Otherwise the published advertisement is deemed on expiry of this period to have been accepted.
In addition to the General Conditions A.4 applies:
If EMR is unable to fulfil its contractual obligations due to technical faults, initially there is entitlement to rectification. Should rectification fail, the Customer has the right to terminate the contract or reduce the remuneration.
3. Protection of competition
EMR offers the Customer no protection of competition, so that EMR is entitled also to publish advertising from competitors of hte Customer.
4. Rights of use
The Customer grants EMR a simple right of use, limited to the contract concluded between the parties, of the contents provided by the Customer within the scope of the contract concluded. The right of use entitles EMR in particular to storage, reproduction, distribution and public playback for information purposes. EMR is entitled to process the contents, to change, supplement and combine them with other contents and to pass them on to third parties, in particular its network partners, insofar as this is reasonable for the implementation of the contract.
All rights to the technologies, software products and contents provided by EMR in the scope od the contractual services are enjoyed in relation to the Customer inclusively by EMR.
5. Third-party content and exemption
The Customer bears sole responsibility for the contents of the advertissing materials provided. The Customer guarantees that the contents provided by him, in particular text and image files, do not breach legal regulations and/or infringe the rights of third parties. EMR does not adopt the contents of the Customer, no regular sampling or regular inspection of the contents takes place.
The Customer exempts EMR from all claims from third parties which they lay against EMR in connection with the contents published. The Customer assumes all costs incurred by EMR in this connection, including all attorney's fees and court costs.