General Terms & Conditions
GENERAL TERMS AND CONDITIONS OF BUSINESSof IFM Medienanalysen GmbH
§ 1 Purview
1.1 Any and all deliveries made and services performed by IFM Medienanalysen GmbH (hereinafter called IFM) shall be governed in all respects by the General Terms and Conditions of Business set forth in the following as well as any individual contractual agreements and shall supersede and prevail over any and all deviating terms and conditions of trade stipulated or referred to by the Client, unless these have been expressly accepted in writing by IFM’s authorized representative.
1.2 The General Terms and Conditions of Business shall be binding on this contract and all future business connections between IFM and its business partner so far as this partner is a company, thus obviating the need of renewed stipulation or incorporation in any further contract. If, however, these General Terms and Conditions of Business are modified or amended at a later time, any such modifications shall be separately set out and incorporated.
1.3 IFM shall at any time be entitled to modify or amend these General Terms and Conditions of Business giving adequate prior notice. Unless those modifications are contradicted by the Client within two weeks of receiving the notice of amendment - at the latest however until the date on which the amendments come into effect - the revised stipulations shall become effective in the form previously notified. If the Client contradicts in due course, IFM shall be entitled to cancel the contract, the date of termination being the date on which the revised stipulations shall become valid.
§ 2 Conclusion of Contract
Unless a separate contractual document has been signed by IFM’s authorized officer any contracts in respect of services to be performed by IFM shall only be binding upon order confirmation in writing by IFM or, alternatively, if IFM performs the services ordered; the latter applies to orders agreed verbally or by telephone. Any and all offers made by IFM shall be conditional and non-binding offers.
§ 3 Scope of Service
3.1 The object of performance is in each case determined on the basis of the performance description put down in writing in connection with contract conclusion.
3.2 The scope of the service is set out in the individual contracts in writing. No subsidiary agreement or modification shall form part of any contract unless accepted in writing by IFM’s authorized officer.
3.3 IFM shall be entitled to expand the scope of service and make improvements at its own discretion. IFM shall further be authorized to modify or redefine services rendered, unless such alterations would substantially reduce the quality of the service to the disadvantage of the Client.
§ 4 Delivery Times
4.1 Any and all times or dates for delivery stated are IFM’s estimates of the date.
4.2 In order to enable IFM to meet such delivery dates the Client is required to furnish in due course any data and information needed as well as to cooperate and assist in the settlement of queries.
4.2 IFM shall not be responsible for delays in order processing and cost increases occurring as a result of incorrect or insufficient data and information or belated modifications and/or documents and informative material furnished that are incorrect, incomplete or belatedly altered and in no such event shall IFM be deemed to default on delivery. Any additional costs arising in consequence shall be borne by the Client.
§ 5 Remuneration, Price Variations, Terms of Payment
5.1 All remunerations shall be in Euros. Unless otherwise specified all prices stated are net prices; the Client is liable to additional payment of statutory Value Added Tax.
5.2 IFM shall be entitled to adjust its remuneration to take account of any increase in salaries, cost of materials or market-based cost prices that may have occurred before the completion of the delivery or service and may thus request reasonable compensation in accordance with cost increases. Only in cases where the price rise exceeds the increase in the general cost of living in the period between order and delivery by more than an unsubstantial amount is the Client entitled to cancel the order.
5.3 The remuneration of IFM for individual services or deliveries shall in each case be based on the price quotations as current at the date of the order, unless the compensation was otherwise agreed in the contract or, as the case may be, confirmation of the order.
5.4 Invoices from IFM are due for payment without any deductions immediately following the date of the invoice, unless other settlement dates or modes of payment were mutually agreed. If the Client defaults on payments, IFM shall be entitled to charge interest on all sums overdue. IFM may additionally raise a handling charge of 10.00 Euros each for the second reminder and any further reminders to pay, the total charge however not exceeding 20.00 Euros.
5.5 Unless otherwise agreed any and all payments shall be made using the bank account stated by IFM in the contract. Checks will not be accepted.
5.6 Payment on the due dates contractually agreed is an essential requirement for fulfilment of the contract on the side of IFM. If the Client’s payment in respect of standing orders or several individual orders is more than two months in arrears, IFM may suspend any outstanding services and make out an invoice, demanding payment for its performance so far. If the Client still fails to pay even after a deadline has been set, IFM may without prejudice to any further legal claims from the default on payment terminate the contract or contracts in whole or in part so far as this termination has been announced by IFM in connection with the reminders to pay.
5.7 The Client is not entitled to withhold payments on the ground of minor defects.
5.8 Objections to remunerations requested by IFM must be raised immediately on receipt of the invoice and have no effect on the Client’s obligation to meet the payment date.
§ 6 Duration of Contract and Termination
6.1 Unless otherwise agreed, any contracts shall be deemed to have been concluded for an indefinite period. They may be terminated by either party at three months’ notice, the notice of termination becoming in each case effective at the end of a calendar quarter. The right to extraordinary termination for grave cause remains unaffected.
6.2 Any notice of termination shall only be legally effective when given in writing.
§ 7 Warranty and Liability
7.1 IFM shall make any endeavour to conscientiously fulfil any order received from the Client. IFM shall further warrant that any services or products are dispatched to the Client in full and in conformity with the specifications stipulated in the order, whereas no responsibility can be assumed by IFM for the correctness and completeness of the consignment at the time of delivery to the Client’s possession. IFM shall not be liable for the completeness and correctness of media investigations and search reports. This shall not apply in the case of deliberate or gross negligence on the side of IFM.
7.2 The Client is under a contractual obligation to inspect any deliveries from IFM for obvious defects and shortcomings and shall notify IFM in writing of any such non-conformity within 10 calendar days following delivery.
7.3 Should IFM be shown to be liable for the defect it shall be entitled at its sole option to either remedy or replace the delivery. If IFM is unable to make such corrections or replacements within an adequate period and also fails to meet a reasonably extended deadline set by the Client for IFM, the Client shall be entitled to statutory warranty claims as granted in IFM’s General Terms and Conditions of Business.
7.4 Claims for damages against IFM are excluded regardless of their legal basis, unless there has been deliberate or gross negligence on the side of IFM or damages are claimed on grounds of infringement of warranty of assured quality. If the claim is settled by IFM in the ordinary course of business, the damage claim shall be limited to the damage foreseeable at the time of contract conclusion subject to IFM’s liability according to subsection 7.4.
7.5 No liability can be assumed for defects, damages and other shortcomings that may have occurred as a result of or are reasonably attributable to transport damage.
§ 8 Copyright and Ancillary Copyright
8.1 The contents and results of any studies, search reports and analyses delivered remain the intellectual property of IFM.
8.2 The Client shall notify IFM immediately and without delay of any allegations of third parties that the Client has infringed a copyright, ancillary copyright or other property rights in connection with the services supplied by IFM. In any such case IFM shall be entitled, however not obliged to defend itself against claims arising from any such infringement on its own initiative and at its own expense; it may also reach an agreement by compromise with effects for and against the Client, although a compromise adversely affecting the Client can only be made after the latter’s consent has been obtained.
8.3 If IFM initiates legal proceedings or compromise negotiations according to subsection 8.2, the Client shall make any endeavour to support IFM, keep IFM fully informed on all relevant facts and furnish any material required; the Client shall further assign to IFM any rights required for the defence against such claims.
Karlsruhe, in March 2003