Conditions of
Purchase

Status January 2017

1. General, Scope of Application

1.1 Our Purchasing Conditions (hereinafter referred to as “Conditions“) shall apply exclusively to all commissions, assignments, and orders (hereinafter referred to as “Assignments“). Any Contractor’s Conditions that conflict with or deviate from our Conditions shall not be acknowledged, unless we have expressly consented to their validity in writing. Our Conditions shall also apply should the client refer to or include his Conditions as part of an offer, or should we unreservedly accept the Assignment in full awareness of the Client’s Conditions that conflict with or deviate from our Conditions.

1.2 All agreements between us and the Contractor must be made in writing. This also applies to the annulment of the written form requirement.

1.3 Our Conditions shall also apply to all future transactions with the Contractor.

2. Orders

2.1 Our orders shall be made in writing. Upon receiving the order, the Contractor must inform us immediately if the Contractor should be unable to fulfill the order or not be able to fulfill the order according to our specifications. All orders must be confirmed by the Contractor immediately upon receipt. Should the Contractor not accept our order within one week of receipt, we shall then be entitled to withdraw said order.

2.2 We reserve the right to change or cancel orders. In the case of changes, the Contractor is obligated to notify us of any effects on service provisions and prices, and to have them approved by us. In the event of a short-term cancellation, we shall reimburse the Contractor for any appropriate costs it has already incurred. However, the Contractor has no claim to compensation for any loss of profit.

2.3 Regarding correspondence, each order shall be handled separately. All order confirmations, delivery notes, and invoices shall be furnished with our specified order number. Invoices that do not refer to the order number transmitted by us cannot be paid by us and will be sent back to the Contractor.

3. Execution

3.1 Any delivery times and due dates we cite shall be binding. Should the Contractor not adhere to the delivery time, it shall be in default even without warning.

3.2 Should the Contractor realize that an agreed upon delivery time or due date cannot be adhered to, for whatever reason, it shall immediately notify us in writing of this fact specifying the reasons and the duration of the delay. In this case, we are entitled, at the Contractor’s expense and risk, to take suitable measures to avert a delay. Other rights are expressly reserved; in particular, the right to withdraw from the Assignment in the case of delayed delivery, to order from another Contractor and invoice any additional costs arising to the original Contractor.

3.3 Force majeure shall release each party from its performance obligations for the duration of the interruption and to the extent of the effect thereof. The contractual parties are obliged to a reasonable extent to provide any necessary information regarding all circumstances hindering or preventing the fulfillment of an order or Assignment. The Contractor will adjust its obligations in accordance with the changed circumstances in good faith to provide its services on time. In case of an on-time delivery of the order or Assignment being in jeopardy, we reserve the right to order the service from another Contractor without the original Contractor deriving any rights through this (especially concerning any claims of compensation for any loss of profit).

3.4 All services are to be delivered solely according to our instructions, and our patterns, models and drawings provided by us in advance.

3.5 We shall keep the rights of ownership and copyright to any models, patterns, layouts, sketches, drawings, operating documents, technical specifications, etc. (including all copies and hereinafter referred to as “Documents“) that we make available to the Contractor. Our Documents shall only be used by the Contractor in order to deliver any services concerning the agreed upon Assignment. Our Documents may not be made accessible to third parties without our express written permission. Once the Assignment has been fulfilled, our Documents shall be returned to us unbidden at no charge, unless we ask the Contractor to destroy them. The obligation to surrender or destroy our Documents does not exist if the Contractor is obligated by statutory provisions to retain the Documents.

3.6 The Contractor is obligated to handle all information acquired during the Assignment regarding us, our employees, our business partners, as well as our business and enterprising affairs as strictly confidential. No such information may be relayed to third parties. This does not apply solely for any information verified as already made public or any information being made public without the Contractor being at fault.

4. Rights of Use and Exploitation

4.1 The Contractor shall transfer to us all Rights of Use and Exploitation to the product required for the intended use and exploitation of the product, created by or with the Contractor as a part of the Assignment. The extent of the Rights of Use shall be determined by the purpose of the contract and agreed upon with each respective Assignment, but shall always include (unless expressly stated otherwise) the irrevocable, exclusive, temporally, locally and factually unlimited Right of Use and Exploitation without any medium type restrictions. We shall own all rights of publishing, reproduction, and distribution of the product, in both material and immaterial forms – including printed media as well as other means of communication and information services (e. g. Internet, Mobile Applications, Television). We shall also have all rights of editing, translating, and modifying (picture editing and montage, coloration, etc.) the product, as long as any personal rights are upheld.

4.2 We shall be authorised to transfer any required Rights of Use and Exploitation to third parties, especially our customers.

4.3 For any product designed by the Contractor, the moral right shall remain with the Contractor. Due to the transfer of Rights of Use, the Contractor agrees to the product being published, edited, and modified though.

4.4 If naming credits of the Contractor are being applied depends on the respective contracts. If an Assignment does not allow naming the Contractor, the Contractor shall relinquish its naming credits and shall not assert any rights from relinquishing its name on us or our customers.

4.5 The Contractor shall not itself use the products designed or created as a part of the Assignment, or offer use of the product to third parties, without our prior written consent.

4.6 Transfer of all Rights of Use and Exploitation is satisfied by payment of the agreed-upon remuneration.

4.7 The Contractor ensures that the product is not encumbered with third party rights, particularly copyrights, trademarks, or personal rights. If the Contractor is acquiring material from external/third parties, the Contractor must verify all applicable rights prior to acquiring material, and must procure and satisfy all Rights of Use. If the Contractor should provide us with a product that does infringe on the rights of third parties, the Contractor shall provide us with the required Rights of Use on its own expenses or modify the product in such a way that it no longer infringes on the rights of any third parties. If any third parties should assert rights or claims against us or our customers hereof, the Contractor will release us or our customers entirely from all third party claims at our first request, including costs of legal defence and prosecution.

5. Quality and Warranty

5.1 The Contractor is obligated to duly deliver its services according to our stipulations specified in the Assignments. In case of deviations or deficiencies, the Contractor is obligated to subsequently fulfill the Assignment (on its own expenses) according to our specifications within an adequate period set by us, provided this is possible under consideration of schedules. If subsequent fulfillment does not ensue, fails, or cannot be delivered in due time, we are entitled to all statutory warranty rights.

5.2 Warranty is governed by statutory provisions.

6. Prices, Invoices, Payment Conditions

6.1 The agreed upon price shall be a fixed price and includes all accessory charges and expenses. The current statutory VAT shall always be posted separately in invoices.

6.2 Invoices must be submitted separately for every Assignment after services have been provided. The claim to payment is forfeited for invoices received more than 6 months after the provision of services.

6.3 Invoices will be cleared within 30 days or within the first 14 days of the following month less 3 % cash discount (determined by the day we authorize the payment on). The payment and cash discount period shall begin with receipt of a correct and auditable invoice and following complete and defect-free rendering of the product/service. If we dispute an invoice in good faith this shall not result in our falling into payment default.

6.4 We are entitled to offset all claims by the Contractor and/or its affiliated companies pursuant to Sections 15 et seq. AktG (Aktiengesetz, Stock Corporation Act). Without our prior written consent, which may not be refused without good reason, the Contractor shall not be entitled to assign its claims against us or have them collected by third parties. In the event of extended retention of title, consent shall be considered as having been given.

7. Compliance with statutory regulations

7.1 We shall use automatic data processing to store data vital to carrying out the business relationship with the Contractor. The surrender and/or disclosure of these conditions shall be considered as notification in terms of the Federal Data Protection Act.

7.2 In the event that the Contractor comes into contact with personal data of ours or our customers, it is obligated to comply with the provisions of the Federal Data Protection Act (Bundesdatenschutzgesetz, BSDG), in particular to comply with data secrecy pursuant to Section 5 BDSG.

7.3 The Contractor guarantees that all products and services it delivers comply with statutory provisions. The Contractor guarantees that it adheres to all applicable laws and regulations, in particular regarding human rights, labor protection, minimum wage, healthy regulations, work safety, the prohibition of child labor, and anti-corruption. We reserve the right to check compliance at the Contractor’s sites in an appropriate manner. Should the Contractor violate any of these provisions, we shall be entitled to terminate all orders without notice (without the Contractor being able to claim any damages). The Contractor shall compensate us for any damages we suffer as a result of violation of these provisions.

7.4 The Contractor shall, in accordance with the provisions of law, only deploy employees to perform the agreed services who hold a valid work permit, who are properly registered with the German social insurance institutions or the social insurance institutions of the country in which the products are manufactured or the services provided, and whose services, including the applicable tax and social security deductions, are correctly processed for accounting purposes and paid in full and on time. The Contractor guarantees that it complies with the requirements of the applicable Minimum Wage Act and that it pays its employees at least the statutory minimum wage. Upon request, the Contractor shall submit suitable documents in order to verify that this is the case. The Contractor is obliged to only deploy those sub-contractors and recruitment services that comply at least with the requirements of the applicable Minimum Wage Act. The Contractor shall obligate any sub-contractors to pay the minimum wage in a verifiable way, to the same extent as it is obliged to do so itself under this clause. The Contractor shall release us as the client from all claims of third parties (esp. the Contractor’s employees and the German Federal Ministry of Labor) in connection with the violation of its obligation to pay the legal minimum wage (including legal and defense costs) upon the first request.

7.5 As a part of the Bertelsmann Group, we place special value on responsible and ethical conduct on the part of our business partners towards employees, other business partners, society and the environment. Adherence to the applicable legal provisions and regulations in this regard is a matter of course. It is therefore binding that the Supplier adheres to the code of conduct for business partners of Bertelsmann SE & Co. KGaA. This is available at any time at www.prinovis.com/downloads

8. Confidentiality

8.1 The Contractor is obligated to handle with the utmost confidence all information (‘Confidential Information’) acquired about us, our customers or our business partners during the course of the Assignment, especially concerning operational and business secrets, and to maintain confidentiality toward third parties. The Contractor shall use any and all Confidential Information for the sole purpose of delivering the goods and services agreed upon in the Assignment. Any other use of Confidential Information, especially concerning purposes of competition, is prohibited. Any and all documentation of ours received by the Contractor is to be stored in a secure fashion, so that no third parties may access them.

8.2 The Contractor is obligated to take all reasonable measures to ensure the confidentiality of any provided information as well as all goods and services created by the Contractor as a part of our Assignments until the day of publishing.

8.3 If the Contractor is working on our Assignments together with any third parties, the Contractor shall only transmit Confidential Information once the third party has signed a non-disclosure agreement.

9. General Provisions

9.1 Place of fulfillment shall be the destination point of the service.

9.2 With regard to ongoing Assignments, a notice of termination of three months to the end of the month applies if not agreed otherwise.

9.3 Place of jurisdiction, forasmuch as the Contractor is a registered trader, shall be the ordering party’s branch office location. The same shall apply if the Contractor has no business office or usual domicile in the Federal Republic of Germany when a legal complaint is filed.

9.4 German law shall exclusively be applicable with exclusion of any conflict of laws and International Sale of Goods (CISG).

9.5 We are not taking part in a dispute resolution procedure within the meaning of the German Consumer Resolution Act (Verbraucherstreitbeilegungsgesetz).

9.6 Any invalid terms do not affect the validity of the other terms and conditions. The invalid terms are replaced with terms which are closest to the parties’ intention within the constraints of applicable law.