1. These General Terms and Conditions shall apply to all contracts (hereinafter referred to as "orders") relating to the publication of one or several adverts of one advertiser (hereinafter: "client") in the magazines of Wiley-VCH GmbH & Co. KGaA (hereinafter: "publisher") for the purpose of dissemination and relating to the placement of online advertising on the publisher's websites. They shall also apply to orders for third-party supplements in the magazines published by the publisher. The client acknowledges these General Terms and Conditions upon placing an order.
2. Differing, conflicting or supplemental general terms and conditions of advertising clients will not be recognized as an integral part of the contract, unless the publisher expressly agrees to them.
3. The following shall apply to clients wishing to place more than one advert: The discounts shown in the advert price list are only granted for advertisers' adverts which appear in a printed product within one year. The timescale begins on the date of appearance of the first advert, unless a different start date has been agreed in writing upon signing of the contract. The size of discount is based on volume. If, within a year, fewer adverts are taken than originally agreed, the publisher shall be entitled to re-calculate the discount based on the difference between the actual and guaranteed number taken.
4. Upon contractual signing, the client shall be entitled to release further adverts in addition to the volume stated in the order within the agreed timeframe or that stated in clause 3.
5. Order cancellations must be issued in writing. The cancellation charge imposed in the case of cancellation on the deadline date for the placement of the advertisement (or thereafter) is the total order value. In each specific instance, however, the client is expressly granted the right to provide proof that the contractor suffered no loss, or at any rate only a lower loss.
6. Orders for adverts and other marketing material to be published specifically and exclusively in specific issues, specific publications or in specific places in the publication must reach the publisher in sufficient time - i.e. not later than on the date specified in the order confirmation - for the client to be able to be informed before the advert deadline of whether the order can be executed in the requested manner.
7. Adverts and online advertising not directly recognizable as adverts because of their editorial layout will be clearly marked with the word "Advert" by the publisher.
8. The publisher reserves the right to reject advert orders - including individual adverts under a blanket contract - or orders for inserts, on grounds of content, origin or technical format, under its own standard and factually justified principles if the content of such orders contravenes legal or regulatory stipulations or if their publication is unacceptable for the publisher. This applies to orders submitted to branch offices, receiving agencies or representatives. Orders for inserts are only binding for the publisher once the insert template has been submitted and approved. Inserts which, due to the format or appearance, may appear to the reader to be part of the newspaper or magazine, or which contain third-party adverts, shall not be accepted. Rejection of an order shall be communicated to the client without delay. In such cases, the publisher reserves the right to request repayment of any discounts granted.
9. The client is responsible for punctual delivery of proper ready-to-print material or supplements or for punctual delivery of materials required for online advertising. In the case of digital ready-to-print material the client undertakes to deliver proper artwork, complying in particular with the format or the technical specifications of the publisher, punctually for the print material deadline. The publisher shall request replacement for recognizably inaccurate or damaged printing material without delay. The publisher guarantees print quality customary to that of the title concerned within the scope of the possibilities of the printing material. Before a digital transmission of artwork, the client is responsible for ensuring by means of suitable technical measures that the transmitted files are free of any computer viruses. Should the publisher discover computer viruses in a file transmitted by e-mail, said file will be deleted immediately without the possibility of the client making any related claims.
10. Discernibly unsuitable or damaged ready-to-print material and/or advertising material is to be replaced by the client immediately when requested to do so by the publisher. The cost of producing ordered ready-to-print material and/or of producing ordered advertising material as well as of substantial alterations to originally agreed versions that are requested by the client and for which the latter is responsible due to the technical quality of the ready-to-print material and/or advertising material supplied will be borne by the client. Should any deficiencies in the ready-to-print material and/or advertising material not be immediately discernible during the review process, but only become discernible in the printing operation and/or upon insertion, the client is not entitled to raise any claims on account of an inadequate printout and/or poor insertion.
11. Print documents will only be sent to the client if specifically requested. The obligation of safekeeping ends three months after expiry of contract.
12. In the case of audio and/or video linked advertising (e.g. banners that cause a pop-up window to open when clicked on, in which audio and/or video content is reproduced) the client is responsible for ensuring that the necessary approvals from GEMA [society for musical performing and mechanical reproduction rights in Germany] or other copyright associations and/or owners have been obtained.
13. The client shall be entitled to a reduction in payment or a corrected replacement advert in cases of fully or partly illegible, incorrect or incomplete printing of adverts, but only to the extent that the purpose of the advert is affected. This shall be excluded if the defect results from incorrect ready-to-print material (see clause 10 above). Should the publisher allow the timeframe given to him to elapse or should the replacement advert still be incorrect, the client shall be entitled to a reduction in payment or cancellation of the contract. Complaints - except if defects are not obvious - must be asserted within four weeks from receipt of invoice and proof.
14. (1) The client's claims for damages shall be excluded unless provided for otherwise hereinafter. This exclusion of liability shall also apply in favour of the publisher's legal representatives and vicarious agents in the event that the client asserts claims against them. (2) Claims for damages on account of death, injuries or adverse health effects as well as claims for damages caused by a violation of essential contractual obligations shall be exempt from the liability exclusion in paragraph 1. Essential contractual obligations shall mean obligations, the fulfilment of which is necessary in order to achieve the objectives of the contract, Liability for damages caused by intentional or grossly negligent breaches of obligations on the part of the publisher, his legal representatives or vicarious agents shall also be exempt from the liability exclusion. (3) The provisions of the German Product Liability Act (ProdHaftG) shall not be affected by the above.
15. Sample print-outs will only be provided where specifically requested. The client shall be responsible for the correctness of the returned samples. The publisher shall observe all error corrections made known to it within the period specified upon sending the sample. Should the client fail to return within the specified period a sample sent on time by the publisher, approval for print shall be deemed to have been given.
16. Unless any specific sizing requirements have been given, the amount to be charged shall be calculated based on the print size that is normal for the type of advert.
17. The client avouches that his is the unconditional owner of all rights of use to the advertising material necessary for publication and distribution. In this respect he indemnifies the publisher from all claims by third parties, and grants the publisher the rights of usage necessary for publication of the advertising material.
18. The client avouches that he is entitled to set the hyperlinks connected to the online advertising. The client furthermore affirms that he will abide by the applicable data privacy legislation - in particular of the Federal and the Teleservices Data Protection Act- and also impose such a responsibility on their employees. Should the client use special techniques such as cookies or tracking pixels to obtain or collect data from the insertion of advertising material in the online offering of the publisher, the client also affirms that they will abide by the precepts of the German Telemedia Act (TMG) and/or of the Interstate Broadcasting Treaty (RfStV) as well as the Federal Data Protection Act (BDSG) in the collection, processing and use of personal data.
19. Should the client fail to pay in advance, the invoice shall be sent immediately or within a maximum of fourteen days after publication of the advert. The invoice must be paid within the period given in the price list, starting from the date of receipt of invoice, unless a different payment period has been agreed in individual cases.
20. In the event of a delay or deferral in payment, interest and recovery costs shall be added to the amount due. In the case of payment delay, the publisher may withhold further publication under the order concerned until payment is made and demand advance payments for the remaining adverts. Where there is established doubt over the client's ability to pay, the publisher shall be entitled, even during the duration of an advertising contract, to make the publication of further adverts dependent on the prepayment of the sum due and the settlement of outstanding invoices, regardless of the payment terms originally agreed.
21. The publisher shall provide, upon request, a copy of the advert along with the invoice. Depending on the type and scope of advertising contract, advert extracts, record pages or full record numbers will be provided. If a record can no longer be created, it will be replaced with a legally binding certification from the publisher of the publication and distribution of the advert.
22. In the event of a reduction in circulation, a price reduction may be claimed for contracts for a series of adverts if, in the overall average of the insertion year of the first advert, the average circulation stated in the price list or stated any other way or, if a circulation figure is not given, the average number of issues sold (for trade magazines, where appropriate, the average actual distribution) in the previous calendar year is not exceeded. A reduction in circulation is only deemed as a deficiency eligible for a price reduction if it amounts to - 20% for circulation of up to 50,000 copies - 15% for circulation of up to 100,000 copies - 10% for circulation of up to 500,000 copies - 5% for circulation of up to 500,000 copies. In addition, claims for price reductions are excluded for contracts if the publisher has given the client sufficient notice of the reduction in circulation for the client to be able to cancel the contract before publication of the adverts.
23. The publisher shall not be responsible for any delays in performance caused by unforeseeable events which the publisher cannot influence (such as strikes, lock-outs, disruption of operations, etc.). After the cessation of such events, the publisher may either publish adverts in the next possible issue of the printed work or online advertising medium, or withdraw from the contract - entirely or in part. In this context, the client shall not be entitled to claim damages.
24. The place of performance and exclusive place of jurisdiction for all disputes shall - to the extent permitted by law - be the publisher's headquarters, at present Weinheim, Germany.
25. The legal code of the Federal Republic of Germany shall be applicable under exclusion of the United Nations Convention on Contracts for the International Sale of Goods.