Standard terms for advertisements
1. "Advertisement order" in the meaning of the following standard terms means the contract between the publishing house and the client concerning the publication of one or several advertisements or other advertising material (generally referred to below as "advertisements") of advertisers or other parties placing advertisements (generally referred to below as "advertisers") in the magazine entitled "Technology Review" for the purpose of circulation.
2. An "account" means a contract for the publication of one or several advertisements taking account of the discounts to be granted to the advertiser according to the price list, the publications in question being made at the call of the client. Discounts shall not be granted for companies whose object consists in placing advertisement orders for various advertisers in order to claim a joint discount. If the right to call individual advertisements has been granted under an account, the order must be executed within one year of the publication of the first advertisement in as far as nothing to the contrary has been agreed.
3. If individual or several calls under an account are not complied with due to circumstances which are not the fault of the publishing house, the client, without prejudice to any further legal obligations, must reimburse the publishing house for the difference between the discount granted and the discount which corresponds to actual publication. If nothing to the contrary has been agreed, the client shall have a retrospective claim to the discount which corresponds to the actual publication of his advertisements in one year.
4. In calculating the quantities published millimetre lines of text matter shall be converted into advertisement millimetres according to the price.
5. Text matter advertisements (Textteil-Anzeigen) are advertisements with at least three sides that border on text matter and not on other advertisements. Advertisements which are not identifiable as advertisements due to their design shall be clearly marked as such by the publishing house, using the word "advertisement"
6. The publishing house reserves the right to reject advertisements - including individual calls under an account if
- their contents are unlawful or in breach of official orders or
- their contents have been objected to by the German Advertising Board (Deutscher Werberat) in complaint proceedings or
- their publication is unacceptable to the publishing house due to their contents, their design, their origin or their technical form
- thy are advertisements which contain the advertising of third parties or advertising for third parties.
Orders for other advertising material shall only be binding on the publishing house after the submission of the sample and its approval.
Advertisements which contain the advertising of third parties or advertising for third parties (association advertising) shall require the prior written acceptance of the publishing house in each individual case. This shall entitle the publishing house to charge a mark-up for association advertising. The client shall be notified immediately if an advertisement or other advertising material is rejected.
7. The client shall bear the sole responsibility for the punctual delivery and unobjectionable quality of suitable printing material or other advertising material. When delivering digital printing material the client must deliver proper printer's copies for advertisements in good time before the closing date for printing material, particularly as far as the format or the technical specifications of the publishing house are concerned. The publishing house's costs for any alterations to the printer's copies which the client desires or is responsible for must be borne by the client. The quality of the advertisements or other advertising material shall be that which is usual for the titles in which the advertisements appear, as set out in the price list and in the acknowledgement of the order, within the framework of the possibilities provided by the printing material. This only applies if the client complies with the publishing house's specifications regarding the preparation and submission of printing material.
8. Printing material shall only be returned to the client on special request. The obligation to keep printing material shall end three months after the first circulation of the advertisement.
9. If the publication of the advertisement is not in line with the quality or the performance which is the contractual obligation, the client shall have a claim to a reduction in price or an unobjectionable substitute advertisement or to substitute publication of the other advertising material, but only to the extent that the purpose of the advertisement or the other advertising material has been hampered. The publishing house shall have the right to refuse to publish a substitute advertisement or to make substitute publication if
- this requires an effort which is grossly disproportionate to the interests of the client or this would only be possible for the publishing house by incurring disproportionate costs, taking account of the nature of the obligation and equitable principles.
If the publishing house allows a reasonable time limit granted for the substitute advertisement or the publication of the other advertising material to lapse or if the substitute advertisement/substitute publication once again fails to meet the required standards, the client shall be entitled to a reduction in price or to cancel the order. It shall not be possible to cancel the order in the case of only slight defects in the advertisement or in the publication of the other advertising material. Complaints concerning hidden defects must be made within one year as from the commencement of the statutory period of limitation.
The publishing house shall be liable for all damage regardless of whether this results from a breach of a contract or a tort according to the following provisions: in the case of gross negligence liability in commercial dealings shall be limited to compensation for the typical, foreseeable damage. This limitation does not apply in as far as the damage has been caused by the legal representatives or the executive staff of the publishing house. In the case of ordinary negligence the publishing house shall only be liable if a fundamental contractual obligation has been breached. In such cases liability shall be limited to the typical, foreseeable damage.
In the case of claims under the Product Liability Law and in the case of injury to life, physical injury or injury to health the publishing house shall be liable as prescribed by law. Complaints must be made within four weeks of the receipt of the invoice and the voucher, except in the case of hidden defects.
All claims against the publishing house for breach of contract shall be come statute-barred in one year as from the commencement of the statutory period of limitation, in as far as such a breach is not due to an intentional act.
10. Proofs shall only be supplied on express request. The client shall bear the responsibility for the accuracy of the returned proofs. The publishing house shall take account of all corrections of errors that it is notified of by the closing date for printing material or within a time limit to be agreed between the parties.
11. If there are no particular rules regarding size, the basis for calculation shall be the usual and actual height of the advertisement, depending on the type of advertisement.
12. The invoice must be paid within the time limit set out in the price list in as far as no other deadline for payment or advance payment has been agreed in writing the individual case. Any discounts for early payment shall be granted according to the price list.
13. In the case of late payment or deferment the usual bank interest and the costs of collection shall be charged. In the case of late payment the publishing house may halt the further execution of the current order until payment has been made and demand advance payment for the remaining advertisements.
If there are justified doubts about the client's solvency, the publishing house shall be entitled to make the publication of further advertisements dependent on the advance payment of the sum in question by the closing date for advertisements and on open invoices being settled, even during the term of an advertisement account and without giving consideration to the time that had originally been agreed for payment.
14. On request the publishing house shall issue a voucher copy. Depending on the type and the scope of the advertisement order, excerpts from advertisements, tear sheets or complete voucher copies shall be supplied. If a voucher copy can no longer be obtained, it shall be replaced by a legally binding certificate from the publishing house regarding the publication and circulation of the advertisement.
15. The place of performance is Hanover.
In business dealings with businesspeople, legal entities under public law or special funds under public law the place of jurisdiction for legal action shall be Hanover. If the claims of the publishing house are not asserted through dunning proceedings the place of jurisdiction for non-businesspeople shall be where they have their place of residence.
If the client's place of residence or place of usual abode is not known at the time that legal action is taken, even in the case of non-businesspeople, or if the client has moved his place of residence or place of usual abode out of the area where the law applies, the place of jurisdiction shall be the place where the publishing house has its principal place of business.
16. In their offers, contracts and settlements with the advertisers the advertising agents and advertising agencies shall be obliged to keep to the publishing house's price list.
17. Price changes for advertisement orders that have been placed shall be effective for companies if they have been announced by the publishing house at least one month before the publication of the advertisement or of the other advertising material. In the case of a price increase the client shall have the right to cancel the order. The right to cancel the order must be exercised within 14 days in written form after the receipt of the notification concerning the price increase.
18. If a joint discount is claimed for companies that belong to a corporate group, written evidence shall be required of the advertiser's group status. Companies that belong to a corporate group in the meaning of this clause are companies where at least 50 per cent of the shares are held by another company in the group. In the case of incorporated companies the group status must be proved in the form of confirmation from an auditor or by submitting the most recent company report. In the case of partnerships it must be proved by submitting a certificate of registration. This evidence must be provided before the group discount can be claimed. Evidence that is submitted later cannot be recognised retrospectively. In all cases group discounts shall require express written confirmation from the publishing house. Group discounts shall only be granted for as long as a company belongs to a group. Immediate notice must be given if a company ceases to belong to the group. The group discount shall also end when the company ceases to belong to the group.
19. The client guarantees that he has all rights which are necessary in order to place the advertisement. The client shall bear sole responsibility for the contents and the legality of the copy and images provided for the advertisement and of the advertising material supplied. Within the framework of the advertisement order the client shall indemnify the publishing house against all claims of third parties that may arise due to a breach of the law. Furthermore the publishing house shall be indemnified against the costs of the necessary legal defence. The client must support the publishing house according to equitable principles, supplying it with information and documents for its legal defence against third parties.
The client shall assign to the publishing house all the necessary copyright protecting use and performance and all other rights needed for the use of the advertising in all types of print and online media, including the Internet, particularly the right of duplication, circulation, transmission, broadcasting, the right to grant access to the public, the right of removal from a database and the right of call, to the extent that is necessary for the execution of the order in terms of time and contents. In all cases these rights shall be assigned without any local restriction.
20. In the event of interruptions to operations or in cases of force majeure, illegal strikes, illegal confiscation, traffic disturbances, general shortages of raw material or energy and similar - both on the premises of the publishing house and on the premises of third parties whose services the publishing house makes use of in order to perform its obligations, the publishing house shall have a claim to full payment for the advertisements published if the publishing house has put the publication into circulation at 80 % of the average circulation sold during the last four quarters or at another guaranteed circulation. In the case of a lower circulation the invoice amount shall be reduced by the same ratio as that between the circulation sold or guaranteed and the circulation actually achieved.
Supplement the rules for the digital transmission of printing material in the previous standard terms.
Additional terms of business refering to the digital transmission of copy originals
a) Digital copy originals are those supplied in paperless form either directly via data-carriers (e.g. CD-ROMs) or indirectly via data transmission (e.g. ISDN).
b) Unsatisfactory printed results (e.g. missing text, incorrect screen linage) which are the consequence of a departure by the customer from the publisher’s recommendations for the preparation of printed matter (see information sheet entitled ”Technical Details“) shall not justify any claim to a reduction in charges.
c) When delivering several interrelated data-files, the customer must ensure that such files are transmitted or stored within a common file directory.
d) Digitally delivered copy originals for color advertisements can only be processed correctly if a proof color print on paper is supplied. Without a color proof, color deviations are inevitable and will not justify any claim to reduced charges. A printout must be sent to the print works by fax in every case so that physical accuracy can be verified. The customer must expressly request a faxed proof. Only if the colour adjustment is right, a correct realization in regard of the colours will be guaranteed within the usual tolerances.
e) Copy originals supplied to the publisher on diskettes will only be returned to the customer at his special request.
f) Prior to the delivery of digital copy originals, the customer undertakes to ensure that the data supplied is free of any computer viruses. Should the publisher discover computer viruses in a data-file supplied to him, the file will be immediately deleted, there being no right on the customer’s part to claim compensation. The publisher shall also reserve the right to claim compensation from the customer in respect of any loss or damage to the publisher arising from computer viruses infiltrated by the customer.
24. If the advertisement order also or only refers to the offline readable mobile and tablet PC applications (APP) based on the magazine, special conditions which can be viewed at “App” advertisements: general terms and conditions" also apply in addition to these general business terms.