| 1 |
General provisions
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| 1.1 |
The standard terms and conditions of IWF Wissen und Medien gGmbH (hereinafter, "IWF") shall apply to all business relationships between IWF and its customers, unless other terms are agreed to in writing in individual cases. Should a term for customers apply exclusively to consumers or enterprises, the customer shall be described as consumer or enterprise. Terms which apply to enterprises shall apply accordingly to other non-consumers. |
| 1.2 |
If a term should apply to specific business transactions, this shall be clearly indicated by mentioning the object of the service or the type of contract. The special terms and conditions for sale of media (appendix 1), for the awarding of licences (appendix 2), for information services (appendix 3) as well as for seminars and events (appendix 4), which are appended, shall apply. These terms and conditions are an integral part of the IWF standard terms and conditions. |
| 1.3 |
General standard terms and conditions of the customer shall only apply if they are recognised in writing by IWF. |
| 1.4 |
Upon express written acknowledgement by the customer, IWF's standard terms and conditions shall continue to apply to subsequent contracts if no special agreement has been reached in this regard. In case of later amendments and/or supplements to the terms, this shall apply only if the customer has been informed in writing of the amended and/or supplemented terms prior to the placement of the order. |
| 1.5 |
The text form defined in § 126 b German Civil Code shall suffice to meet the requirement of writing as prescribed in the present IWF standard terms and conditions. |
| 1.6 |
Previous IWF standard terms and conditions are hereby rendered invalid. Clause 1.4 Sentence 2 shall apply accordingly. |
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| 2 |
Conclusion of contract
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| 2.1 |
In the case of offers from IWF, the company reserves the right to make technical and other changes within the scope of what can be deemed reasonable. IWF offers to companies are subject to change without notice unless a specific period of legal commitment has been promised. |
| 2.2 |
When customers place orders, they declare their offer to contract in a binding manner. If the order is made electronically, IWF shall confirm receipt of the order immediately. Confirmation of receipt shall not represent binding acceptance of the order. It can be combined with a declaration of acceptance. An order carried out by IWF without issuing a written declaration of acceptance is deemed to have been accepted. |
| 2.3 |
In the case of an electronic order by a consumer, IWF shall store the text of the agreement and send it to the customer in writing upon request, together with these standard terms and conditions. |
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| 3 |
Implementation of contract
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| 3.1 |
In individual cases, implementation of the contract may depend on the customer paying a deposit or providing some other form of security. |
| 3.2 |
The dates given by IWF are anticipated times unless they have been agreed upon expressly in writing as fixed deadlines. |
| 3.3 |
The customer is not entitled to assign to third parties rights and/or duties arising from contracts concluded with IWF without the specific written consent of IWF. |
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| 4 |
Reservation of ownership, right of withdrawal
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| 4.1 |
Objects, particularly materials where, according to the agreement, ownership has to pass from IWF to the customer, shall remain the property of IWF until full payment of all current and future claims due to IWF as a result of its business relationship with the customer has been made. Likewise, the granting of contractually agreed rights shall become effective only subject to the aforementioned full settlement of all claims. |
| 4.2 |
IWF shall be entitled to withdraw from the contract and to reclaim the goods in the case of failure to pay by the due date or other behaviour of the customer contrary to the terms of the contract. |
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| 5 |
Cancellation policy
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| 5.1 |
Right of cancellation:
In the case of an agreement that is concluded exclusively via telecommunications media (§ 312b BGB), the consumer shall be entitled to revoke his or her declaration of intent to enter the agreement within a period of 30 days following the receipt of goods and the text of this cancellation policy (for instance via letter, fax or e-mail). This revocation period shall begin with the delivery of goods on the day they are received, in the case of repeat delivery of the same type of goods on the day the first partial delivery is received, and in the case of services on the day on which the contract is concluded. The cancellation period does not begin prior to the fulfillment of the IWF’s information obligations according to § 312c, paragraph 2 BGB in combination with § 1, paragraphs 1, 2 and 4 BGB-InfoV. For contracts involving electronic business transactions, it does not begin prior to the IWF’s obligations according to § 312e paragraph 1 S. 1 BGB in combination with § 3 BGB-InfoV. This revocation need not be for cause and must be declared in writing or by sending back the goods to IWF Wissen und Medien gGmbH, Nonnenstieg 72, D-37075 Göttingen, Germany, fax: +49 (0)551 5024-400, e-mail: iwf-goe@iwf.de. Dispatching the goods in good time shall suffice as evidence that the deadline has been met. |
| 5.2 |
Consequences of cancellation:
In the event of cancellation, both parties will return all products, services or payments received including related benefits such as – for instance – interest. If the customer cannot return the product or service, or if it is returnable only in a deteriorated condition, then he or she must reimburse the IWF for the loss. No reimbursement is necessary in the event of a deterioration of goods delivered if the customer has used them in the manner for which they were designed. IWF bears the risk for the return of objects sent by package mail. The customer must pay the return costs if the goods were delivered as ordered and the price of the returned article does not exceed € 40.00, or if – in the event of a higher price – the customer has not yet paid for the article either in full or a contractually agreed instalment at the time of cancellation. In all other cases the return is free of charge for the customer. Goods which cannot be sent by package mail will be collected from the customer at the IWF’s expense. Obligations to reimburse for payments must be fulfilled within 30 days. This period begins for the customer when the cancellation notice is sent or when the goods are returned. It begins for IWF upon receipt of either the cancellation notice or the goods. |
| 5.3 |
Special notification:
For service contracts, the right to cancel lapses early if the contract was fulfilled by both parties owing to the express wish of the customer before he or she has exercised the right of cancellation. |
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| 6 |
Remuneration, payment conditions
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| 6.1 |
Prior to conclusion of the contract, IWF shall inform the customer in writing about the price of the service offered including all taxes and other price components, about any additional delivery and dispatch costs, about costs that arise for the consumer through the use of telecommunications media, if they are above and beyond the usual basic charges which the consumer must expect, and about the scope of limited-term offers, particularly regarding the price. |
| 6.2 |
The customer can pay the price by cash-on-delivery, on account, by credit card or by direct debit. IWF reserves the right to exclude certain types of payments. |
| 6.3 |
The customer must pay within 10 days of performance of the service. IWF shall not be obligated to accept cheques or bills of exchange. Acceptance of cheques or bills of exchange shall only be in order to fulfil the contract. Discount charges and bill of exchange charges shall be paid for by the customer and are due for payment immediately. |
| 6.4 |
After expiry of the deadline for payment in accordance with clause 3, the customer is in default with regard to payment. Consumers must pay interest on their debt of 5 per cent above the base lending rate (§ 247 German Civil Code) during the period of default. Enterprises must pay interest on the debt of 8 per cent above the base lending rate during the period of default. IWF reserves the right to provide evidence of greater damage caused by default and to assert its corresponding claim vis-à-vis enterprises. |
| 6.5 |
If IWF knows of circumstances that call into question the ability or willingness of the customer to pay, particularly if cheques are written on overdrawn accounts or payments are stopped or if the customer is in default with regard to due payments, IWF is entitled to accelerate the maturity of the entire remaining debt, even if cheques or bills of exchange have already been accepted or credit terms or deferment of payment have been granted. IWF is also entitled in this case to demand advance payments or security payments or, after providing an appropriate notice period, to withdraw from the contract. |
| 6.6 |
Customers have a right to offset debts only if this counter-claim has been established such that it is legally effective or has been recognised by IWF. Customers may exercise their right of retention only if the counter-claim is based on the same contractual relationship. |
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| 7 |
Passing of risk
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| 7.1 |
For consumers, the risk of accidental perishing or deterioration of the goods sold passes, in the case of purchase by delivery, to the consumer on handover of the goods. |
| 7.2 |
For enterprises, the risk of accidental perishing or deterioration of the goods passes to the enterprise upon delivery – or alternatively, in the case of sale by delivery, when the goods are handed over to the carrier, the freight driver or the person or institution otherwise appointed to execute the shipment. |
| 7.3 |
In the case of online supply of files, the risk of perishing and of change in the data shall pass to the customer when they cross the network interface. |
| 7.4 |
Risk shall be deemed to have passed if the customer is in default with regard to acceptance. |
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| 8 |
Warranty in the case of purchasing contracts
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| 8.1 |
Consumers shall have the choice of whether subsequent fulfilment of the contract should occur through remedying of a defect or supply of a replacement for the goods. IWF shall be entitled to refuse the form of subsequent fulfilment selected if this is only possible at the expenditure of disproportionately high costs and the other form of subsequent fulfilment has no significant disadvantage to the consumer.
In the case of enterprises, IWF may choose to subsequently fulfil the agreement by remedying the defect or supplying a replacement. |
| 8.2 |
If subsequent fulfilment fails, customers may choose a reduction in payment (decrease in value), cancellation of the contract (withdrawal) or compensation for damages instead of payment. If the customer chooses compensation for damages instead of payment, the liability restrictions set out in clauses 11.1 and 11.2 shall apply. If there are only minor defects, the customer shall not have the right to withdraw from the contract. |
| 8.3 |
Enterprises must notify IWF in writing of obvious defects within a period of one week from receipt of the goods; otherwise their assertion of a warranty claim shall be excluded. Dispatch in good time suffices as adherence to the deadline. The enterprise has full responsibility for providing proof for all claim prerequisites, especially in respect of the defect itself, the time when the defect was established and for giving notice in good time of the defects. |
| 8.4 |
The warranty period for consumers shall be two years from the delivery of the goods. The warranty period for enterprises shall be one year from the delivery of the goods. In the case of used items, the guarantee period shall be one year from the delivery of the goods. The one-year warranty period shall not apply if IWF is guilty of gross negligence or in the case of injury or health damage that can be attributed to IWF or if the customer loses his/her life. Liability according to the product liability act shall not be affected. |
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| 9 |
Warranty in the case of service contracts
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| 9.1 |
If the service is not provided in accordance with the contract or if it is defective and if IWF is responsible for this, it is obligated to provide the service without additional cost to the customer within an appropriate period of time. The prerequisite is notification of the defect by the customer, which must be given immediately and at the latest within two weeks of it becoming known. If the service is not provided in accordance with the contract for reasons that can be attributed to IWF within a reasonable period of grace, which must be set expressly by the customer, the customer shall be entitled to terminate the contract without giving notice. In this case, IWF may claim payment only for the services provided on the basis of the contract until the termination becomes effective. No payment shall be due for services which the customer can prove are unsuitable and of no interest within two weeks of giving notice. |
| 9.2 |
This does not affect the right to extraordinary termination for good cause. IWF may claim payment for services provided on the basis of the contract until the termination becomes effective. No payment shall be due for services which the customer says are of no interest within two weeks notice being given. |
| 9.3 |
Further-reaching claims on the part of the customer on account of qualitative service effects shall be excluded. This exclusion does not apply in the case of intent or gross negligence. |
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| 10 |
Guarantee in the case of work contracts
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| 10.1 |
If the work is defective, IWF may choose – in fulfilment of its guarantee obligation – between remedying the defect and producing new goods. |
| 10.2 |
If the legal prerequisites are met and the customer chooses compensation for damages instead of the service, then the liability restrictions set out in clauses 11.1 and 11.2 shall apply. If there are only minor defects, the customer shall have no right to withdraw from the contract. |
| 10.3 |
If IWF is not responsible for the infringement of duty connected with the defect or if the defect is only minor, the customer shall have no right to withdraw from the contract. |
| 10.4 |
Unless statutory provisions stipulate otherwise, the rights of the customer in the case of defects lapse one year after acceptance of the goods. The one year warranty period shall not apply if IWF is guilty of gross negligence or in case of injury or health damage that can be attributed to IWF or if the customer dies. Liability under the product liability act shall remain thereby unaffected. |
| 10.5 |
In the case of fraudulent concealment of defects or the assumption of a guarantee for quality, further-reaching claims remain unaffected. |
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| 11 |
LIABILITY
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| 11.1 |
In the case of minor negligence, the liability of IWF shall be limited to foreseeable, direct, average damages typical for the kind of contract in question. This shall also apply in the case of minor negligence on the part of its statutory representatives or vicarious agents.
IWF shall not be liable to enterprises in the case of minor negligence as to insignificant contractual duties. |
| 11.2 |
This liability restriction shall not apply in the case of injury or damage to health that can be attributed to IWF or if the customer dies. It shall not affect liability under the product liability act. |
| 11.3 |
The customer exempts IWF from all disadvantages that may arise for it through third parties on account of damaging actions by the customer – regardless of whether these are wilful or negligent. |
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| 12 |
Privacy protection
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| 12.1 |
The customer has been informed in detail about the type, scope, place and purpose of the collection, processing and use of the personal data necessary for carrying out orders and about the requirement that he/she gives express consent to the use of his/her personal data for other purposes (see privacy protection declaration). |
| 12.2 |
The customer expressly consents to the collection, processing and use of his/her personal data in a form rendered anonymous for purposes of customer information, market research and for necessary structuring of IWF's service offering. The customer has the right to revoke this approval at any time and this shall be effective for the future. |
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| 13 |
Final provisions
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| 13.1 |
The German version of these terms and conditions has precedence over any foreign language versions and is binding in case of doubt. |
| 13.2 |
The law of the Federal Republic of Germany shall apply. In the case of consumers who do not conclude the contract for vocational or commercial purposes, this legal choice only applies in so far as the protection granted through mandatory conditions of the law of the country in which the consumer usually resides is not withdrawn. |
| 13.3 |
If the customer is an enterprise, the sole place of jurisdiction for all disputes arising from this contract shall be Göttingen. The same shall apply if the customer does not have any general place of jurisdiction in Germany or if his/her place of residence or usual residence at the time the action is filed are unknown. |
| 13.4 |
Should any individual provision or any part of any provision of this agreement be or become void or unenforceable, the validity of the remaining provisions shall in no way be affected. In such case, the void and/or unenforceable provisions shall be replaced by relative provisions coming as close as possible to the sense and spirit and purpose of this agreement. |
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| Appendices as listed in clause 1.2 |
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Appendix 1 of the IWF standard terms and conditions (clause 1.2):
Special terms and conditions for sale of media |
| (1) |
For all contractual relationships within the framework of which IWF conveys media in corporeal or non-corporeal form for a fee, the provisions below shall apply as a supplement unless terms differing from these are agreed in writing in individual cases. |
| (2) |
The basis of the contract are the price lists for sale of media in its valid version on the date of ordering. When a new price list is published, all previous price lists become invalid. The customer must provide reimbursement for expenses to the extent mentioned in the price list. |
| (3) |
In the case of cancellation of an order, IWF shall be entitled to invoice the person ordering the service with a flat-fee processing charge of € 10.00. If the ordered medium is sent to the person ordering the service or a purchase order has been confirmed by IWF in writing, it is no longer possible to cancel the order. |
| (4) |
In the case of purchasing a medium, the purchaser obtains the right to present the medium in an unaltered form at universities, schools and non-public educational courses free of charge as well as to lend it for such a use onto a third party. Any further distribution or any other use that is not covered by the legal limitations of or exceptions to the copyright protection requires the prior written consent of IWF. Any infringement of this condition may lead to the assertion of a claim for compensation for damages and to criminal prosecution. |
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Appendix 2 of the IWF standard terms and conditions (clause 1.2):
Special terms and conditions for the awarding of licences |
| (1) |
For all contractual relationships within the framework of which IWF conveys media in corporeal or non-corporeal form for a fee, the provisions below shall apply as a supplement unless terms differing from these are agreed in writing in individual cases. |
| (2) |
The granting of usage rights by IWF shall be exclusively in writing. |
| (3) |
The basis of the contract is the price list for the sale of licences in its valid version on the date of ordering. When a new price list is published, all previous price lists become invalid. |
| (4) |
Production costs incurred for the source material required by the customer as well as a flat handling charge shall be invoiced separately. The provisions mentioned in appendix 1 shall apply to preview copies. |
| (5) |
Notwithstanding the proviso in clause 4.1 sentence 2, the granting of rights is limited to a period of five years from the conclusion of the contract. |
| (6) |
The licence fee is only applicable to the use within the framework of the production for which the customer has acquired the licence; IWF must be informed in advance in writing of any repeat use in conjunction with another production and this shall require a corresponding written agreement. |
| (7) |
The customer may use the licensed material only if he/she cites the source by naming IWF and the author. He/she may not lay claim to any contrary prevailing practices. |
| (8) |
If the customer is an enterprise, IWF is liable for the legal unobjectionability of the licensed material only to the extent that it would be liable to exercise care in this respect in the administration of its own matters. |
| (9) |
IWF is not liable for the correctness and completeness of content of the licensed material. |
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Appendix 3 of the IWF standard terms and conditions (clause 1.2):
Special terms and conditions for information services |
| (1) |
For all contractual relationships within the framework of which IWF provides information procurement and transmission services, the terms and conditions below apply as a supplement unless terms differing from these are agreed in writing in individual cases. |
| (2) |
The basis of the contract is the price list for the media research service in its valid version on the date of ordering. When a new price list is published, all previous price lists become invalid. In the case of research orders that are not covered by the price list according to the type and/or scope, a separate written agreement must be made in each case. The prices for conducting research relate respectively to a topic that is delimited as to form and content. Separate remuneration of expenses is only payable if this is agreed upon in the individual contract. |
| (3) |
If an order is cancelled by the customer while it is being carried out, the customer shall be invoiced for 50 per cent of the entire payment according to the price list or agreed upon in the individual contract. If the order is confirmed in writing by IWF or the customer is sent the research results, it is no longer possible to cancel the order. |
| (4) |
The order shall be carried out with the necessary professional care and by exhausting all sources that are accessible to IWF without utilising outside services requiring payment. IWF shall not assume any liability for the correctness, exactness, topicality or completeness of the search results. |
| (5) |
IWF shall send the results of the research in writing. The risk of data loss passes to the customer when the research results are sent via the respective mode of dispatch. |
| (6) |
The research result shall be sent with an invoice or is payable by cash-on-delivery. The customer also has an obligation to pay if in spite of the necessary care being taken, no information relevant to the research is sent. |
| (7) |
All rights to the data and information relevant to the research are reserved. The customer shall only utilise the research results for his/her own use and the purposes of the current research cited by him/her in the order. Any disclosure to third parties requires the prior written consent of IWF. |
| (8) |
The customer is obligated to release IWF from all claims that arise if his/her use of the research results is harmful to the rights of third parties. |
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Appendix 4 of the IWF standard terms and conditions (clause 1.2):
Special terms and conditions for seminars and events |
| (1) |
For all contractual relationships within the framework of which IWF holds seminars or other events in exchange for payment (referred to below as "attendance fee"), the provisions below shall apply as a supplement unless terms differing from these are agreed in writing in individual cases. |
| (2) |
Descriptions of work and participation requirements can be found in the respective current course prospectuses of IWF. IWF reserves the right to make essential curriculum and/or organisational changes. |
| (3) |
Registrations are binding. In case of over-booking, registrants will be informed immediately. The organisers reserve the right to cancel the event if there are too few registrants. |
| (4) |
Participants may at any time transfer their attendance entitlement to any substitute participant who must be nominated in writing. They will not incur additional costs as a result. The original participant remains the person who owes the attendance fee. |
| (5) |
Participants may withdraw from the participation contract without cost up until three weeks before commencement of the course. In case of later cancellation they will be invoiced for 30 per cent of the stated attendance fee up to one week before the commencement of the course. In the case of cancellations after this time or non-appearance of the registered participant, the full attendance fee shall be due. |
| (6) |
If IWF has to cancel the course for organisational or other important reasons, any attendance fee that has already been paid shall be paid back immediately. Any liability claims and claims for compensation for damages that go beyond this are, however, excluded. |