General Terms of Business of WA Media GmbH for the publication of advertisements
These General Terms of Business govern the contractual relationship between WA Media GmbH, Walther Str. 49-51, 51069 Cologne (hereafter referred to as “WA Media”) and entrepreneurs (§ 14 BGB), legal entities under public law and special assets under public law (“customer/s”), who commission the publication of one or more advertising contributions (in particular advertisement, advertorials, supplements and similar forms of advertising) in a publication of WA Media (“advertisement contract”). Contradictory or other terms of the customer that deviate from these General Terms of Business are only binding if WA Media has confirmed these in writing.
- Subject matter of the contract and conclusion of contract
- The subject matter of the advertisement contract is the publication of one or more advertising contributions in one or several print and/or online publications of WA Media. The advertisement contract can encompass the publication of several advertising contributions in several issues of one or different publications
- The advertisement contract comes into effect once WA Media has sent out a written order confirmation. An email or telefax suffices.
- Obligations of the customer
- The customer is obliged to provide in full all of the documents, data, files and/or other material (“materials”) necessary for the execution of the advertisement contract within the deadline set by WA Media. If WA Media has set no deadline, the necessary materials are to be provided by the advertisement deadline according to the dates posted under the rubric “Media Data” on the website of WA Media (www.werbeartikel-verlag.de).
- The customer alone is responsible for the contents and design of the advertising contributions (with the exception of advertorials). The customer makes sure that the advertising contributions do not violate the rights of third parties.
- Advertising contributions are to be made available in perfect quality in the format prescribed by WA Media and in accordance with the other relevant technical specifications. If no specifications are laid down by WA Media, the advertising contributions are to be made available in a suitable electronic format that is customary within the industry.
- If the customer doesn’t provide advertising contributions on time or the advertising contributions sent do not conform to the specifications, WA Media is not obliged to publish the advertising contributions. In this case the customer is still obliged to pay the sum agreed.
- Remuneration and payment conditions
- The customer has to pay the agreed remuneration for having the advertising contributions published. If WA Media and the customer have made no special agreement, the respective current advertisement price list of WA Media applies. The advertisement price lists are posted under the rubric “Media Data” on the website of WA Media (www.werbeartikel-verlag.de). The prices stated are excluding the legally applicable rate of VAT.
- WA Media invoices the customer for the amount payable after the publication of each advertising contribution. Invoices are payable immediately without any deductions. WA Media sends the customer a specimen copy if the contribution has been published in a print publication.
- If the customer has commissioned the publication of advertising contributions in a quantity that entitles him to reductions in accordance with the advertisement price list or based on an agreement made, and these advertising contributions are not published in an amount that entitles the customer to reductions within the deadline stated in point 3.3., WA Media can adjust the remuneration for the publication of the previous advertising contributions retrospectively and demand the resulting remaining balance. This does not apply if the non-fulfilment of the amount of publications necessary for granting a reduction is due to force majeure within the area of risk that falls under the responsibility of WA Media.
- If the customer is behind with the payment of the remuneration, WA Media is entitled to postpone further services for the customer and/or make these dependent on an advance payment.
- Rights of WA Media
- WA Media is entitled to make advertising contributions that are not identifiable as such, recognisable as such in the scope of the publication.
- Should the customer inform WA Media of modification requests after submitting the advertising contribution, WA Media is entitled to invoice the customer separately for any costs that are incurred as a result of the changes to the originally planned execution.
- If the customer has entrusted WA Media with materials for an advertising contribution, WA Media is only obliged to return this material if the customer has expressly requested in writing within four weeks after the publication of the advertising contribution that WA Media should do so. WA Media is not obliged to retain the submitted materials for longer than this period of time.
- Regarding the rights of the customer in the case of material defects and defects in title the legal provisions apply, as long as nothing else is specified below.
- The customer is initially entitled to demand a rectification. WA Media is thus entitled to rectify the mistake by printing the respective advertising contribution immaculately in the next issue of the agreed publication, unless the advertising purpose can no longer be achieved due to the time elapsed.
- If the rectification fails or if the advertising purpose can no longer be achieved due to the time elapsed, at his own choice the orderer is entitled to either withdraw from the contract or demand a reduction in the agreed price. However, in the case of a minor defect, the right of withdrawal does not apply.
- The orderer is only entitled to compensation or the replacement of wasted expenses in accordance with clause 7. of these General Terms of Business.
- The exclusions and limitations of liability
- WA Media is liable for compensation – for contractual, non-contractual or other compensation claims, irrespective of their legal grounds, in particular due to defects, default and impossibility, faults during contract negotiations, tort – exclusively in the case of intent and/or gross negligence, including the intent and/or gross negligence of its representatives or vicarious agents. Furthermore, WA Media is also liable in cases of ordinary negligence, including the ordinary negligence of its representatives and vicarious agents for damages due to the breach of an essential contract obligation, i.e. an obligation, the fulfilment of which is a prerequisite for executing the contract and the fulfilment of which the customer regularly relies on (cardinal obligation). As far as WA Media is not accused of an intentional breach of obligation, the liability for compensation is however limited to the foreseeable damages that typically occur.
- The exclusions and limitations of liability mentioned in clause 7.1. do not apply for claims resulting from injury to life, body and health or for claims of the orderer under the product liability act and other cases of mandatory legal liability. The above-mentioned exclusions and limitations of liability also do not apply if WA Media has fraudulently concealed a defect or if WA Media is liable through the assumption of a guarantee or procurement risk.
- Clauses 7.1. and 7.2. also apply if the customer demands reimbursement for wasted expenditure instead of claiming compensation for damages.
- As far as WA Media’s liability for compensation is excluded or limited, the same also applies with regards to the personal liability for compensation of its employees, workers, representatives or vicarious agents that are based on the same legal basis.
- The customer assures that its advertising contributions do not violate any rights of third parties, in particular copyrights, brand rights or personal rights.
- If rights of third parties are violated by an advertising contribution of the customer, the customer will indemnify WA Media from all claims and demands that are made as a result of this violation of rights, as long as the customer is responsible for violating these rights. In such cases, the customer is also obliged to reimburse WA Media for any legal costs and any other damages incurred.
- Withdrawal and cancellation rights
- The customer is entitled to withdraw from the advertisement contract up until the advertisement deadline. If the advertisement contract includes the publication of several advertising contributions in several issues of one or different publications, the customer is entitled to withdraw in part for each individual advertising contribution up until the respective advertisement deadline.
- If the customer withdraws from the advertisement contract before the advertisement deadline acc. to clause 9.1., WA Media is entitled to charge a flat-rate fee to the value of 10% of the agreed sum for the expenses incurred. This does not apply, if the customer can prove that the expenses were not incurred or that they were significantly lower than the flat-rate.
- WA Media is entitled to withdraw or partly withdraw from the advertisement contract, if the publication of the advertising contribution is unacceptable for WA Media. The publication is particularly seen to be unacceptable if the advertising contribution breaks laws or the provisions of the authorities or does not comply with the rules of the advertising industry or the contents were objected to in a complaints process by the German Advertising Council. The withdrawal has to be declared immediately after becoming aware of the circumstances that have led to the withdrawal.
- The withdrawal has to be declared in writing. An email or telefax suffice.
- Final provisions
- Cologne is the exclusive place of jurisdiction for all disputes arising from the contractual relationship between WA Media and the customer.
- German law is exclusively applicable for legal disputes between WA Media and the customer.
- Should one of the afore-mentioned provisions be invalid or become invalid, the remaining provisions remain intact regardless of this.
Terms of payment
Bills are due after receipt of the invoice. The place where a contract is to be fulfilled and the court of jurisdiction is the headquarter of the publisher.
Deutsche Bank AG
IBAN: DE18 3707 0024 0469 8122 00
IBAN: DE97 3601 0043 0140 7084 33
HRB 30697, Amtsgericht Köln
Ust.-Id-Nr.: DE 119998878