Terms & conditions

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 addresses (business line: "electro-match"), the trade newsletter "electrical-business-news" in hard-copy and email format and 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 provided 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 addresses, printed materials or data carriers ordered, but in any case at the latest on receipt of the written order confirmation provided by EMR.

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 I 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 arrears have been settled.

The Customer is only entitled to offset payments or claim the right to withhold payment due to counterclaims if these are indisputable or legally established. 

 

4. Guarantee

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.

Warranty 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 will not provide any guarantee or warranted characteristics of the suitability of the data for the purposes envisaged by the Customer.

The guarantee period is one year beginning on the date of receipt of the goods and services. 

 

5. Liability

EMR, including its agents, employees and assistants, assumes 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 breach 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. 

 

6. Assignment

The Customer may only assign the rights and obligations arising 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 in 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 text and the English
text, the German text of the General Terms of Business shall prevail.

 

B. Special conditions for the purchase of addresses (business line: "electro-match")

1. Guarantee

EMR has carefully researched the addresses delivered, but cannot offer any guarantee that they remain up to date at the time of delivery.

Should the Customer be able to demonstrate that the addressee under the address given is not accessible by any of the means of communication stated, the Customer may demand a refund of the purchase price paid for the particular address or at his choice two alternative addresses located in the same country (subject to availability) at no charge.

Beyond this in the case of deficiencies in accordance with section 1 the Customer has no claims against EMR, whereby clause A.5. remains unaffected.

 

2. Notice of risk and confidentiality obligation

The provision of an address with a telephone number, fax number or email address does not imply that the corresponding addressee agrees to be contacted via one of these means of communication. The risk of any caution is borne by the Customer. The Customer is forbidden to mention the name of EMR or the provenance of the address material to the addressee without the consent of EMR. The Customer exempts EMR from all third-party claims arising from a breach of the obligations stipulated in this section.

 

3. Limitations of use and penalty

Without the prior consent of EMR the Customer may pass on the addresses only to such third parties as the Customer needs to establish and consolidate contact with the addressee (e.g. interpreters, legal advisors, authorities etc), but not to any other third party.

The Customer recognizes EMRs database copyright on the addresses provided in accordance with § 87b of German Patent Law.

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 ten times the invoice total of the purchase price agreed between the parties.

 

C. Special conditions for the purchase of the newsletter "electrical-business-news" 

1. Retention of title

The goods provided remain the property of EMR until full payment has been made by the Customer.

 

2. Duration of subscription contract

Each subscription to the newsletter taken out has a duration of one year and is automatically renewed for another year unless cancelled 6 weeks before the end of the current subscription year.

 

3. Prohibition of dissemination and penalty

The Customer undertakes to refrain from passing on the trade newsletter without the consent of EMR to members of corporate bodies or private persons or companies outside his own firm in the original or as a print-out or to allow them to look at it.

The Customer undertakes not to forward the email version of the newsletter to a larger number of persons belonging to his firm than the number of authorized receivers agreed between the parties through the selected purchase price scale in the original or in the form of duplicates or print-outs.

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 ten times the invoice total of the purchase price scale agreed between the parties.

EMR may itself or through members of the consultative professions legally obliged to professional discretion inspect compliance with the terms of the contract at appropriate intervals. The costs of the inspection are to be borne by EMR unless the inspection discloses a breach of the conditions of use; in this case the costs are borne by the Customer.

 

D. Special conditions for the purchase of surveys "Structures and interrelationships in the electrical wholesale trade"

1. Retention of title

The goods provided remain the property of EMR until full payment has been made by the Customer.

 

2. Copyright

All copyrights on the goods provided remain with EMR.

The Customer is not entitled to duplicate 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.

 

E. Special conditions for the business line Internet advertising

1. Acceptance 

The Customer is obliged to check the advertisement published on 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.

 

2. Warranty

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 the 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 of 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 advertising 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.