Wiley-VCH Verlag GmbH & Co. KGaA Terms and Conditions of Sale, Delivery and
Our journals, books and other publishing products shall be supplied exclusively subject to these Standard Terms and Conditions for Sale, Delivery and Payment. Deviating terms and conditions which may be used by the customer shall, unless we have expressly acknowledged them in writing, not be binding for us, even if we do not expressly object to such terms and conditions.
Only our written order confirmations shall be decisive for the nature and extent of our obligations. This shall also apply in cases where we make reference to the order.
The customer shall be bound to his/her order. An order shall no longer be binding if we neither confirm the order in writing, nor supply the ordered goods, within three weeks.
Upon ordering journals or electronic products via a distributor, the customer undertakes to inform the publisher of the name and address of the final customer upon submission of the order. The publisher undertakes to only use this information for in-house purposes.
Our written order confirmations shall be decisive for delivery dates and delivery periods.
In cases of force majeure or other unforeseeable or extraordinary events, or in cases where such circumstances were not due to a fault on our part, the delivery period shall be extended adequately. Should such circumstances make delivery impossible or unreasonable, we shall be released from our delivery obligation. If a delay is unreasonable, the customer shall also have the right to withdraw from the contract.
Should we be in default with a delivery, the customer shall have the right to set an adequate period of grace for a subsequent delivery. Should we not perform during this period, the customer shall have the right to immediately withdraw form the contract. The risk shall pass to the customer upon dispatch of the goods or their delivery to the forwarder, however, not later than upon the goods leaving the publisher's premises or the warehouse.
The goods to be delivered shall only be insured if the customer expressly so desires, and at the customer's cost.
If the goods are to be delivered to an address other than the invoice address, the publisher reserves the right to charge a contribution to the expenses.
Our book prices are quoted ex our shipping location, plus packaging, freight and insurance. Our book prices are final retail prices, which are bound in accordance with the statutory rules. They include statutory value added tax.
Journal prices are net prices and do not include value added tax. They include postage, handling and packaging.
5. Payment terms
Unless separate agreements have been made, our invoices shall be due for immediate payment upon their receipt by the customer. Cash discounts and other deductions are not permitted. Please quote the customer and invoice number when effecting payment.
We reserve the right to request advance payment for orders.
If a cheque is submitted, payment shall be deemed to have been made when such cheque has been redeemed.
Should the customer be in default of payment, we shall have the right to charge interest amounting to the regular bank rates for overdraft credits from the date on which such default began, and to suspend further supplies to the customer. Against our claims, the customer may only set off claims which are uncontested or have been finally and bindingly determined. If the customer is a business, he/she shall not have the right to assert retention rights against our payment claims.
We shall be notified without delay and in writing of any visible defects, at the latest within two weeks. Our warranty for defects shall be exclusively restricted to a reasonable reduction of the price or the replacement delivery of goods which are free of defects, for a period of six months from the transfer of the risk. Should we be unable to deliver replacement goods within an adequate period of time, or should we refuse to effect such delivery, the customer shall have the right to request a reduction of the purchase price or a rescission of the contract. The defective goods shall be returned to the publisher in the event of a replacement delivery.
7. Limitation of damages
The customer's claims for damages, irrespective of their cause in law, in particular claims for compensation of consequential damage, shall be excluded, unless such damage can be proven to have been caused by intent or gross negligence on our part.
8. Reservation of title
The goods we deliver shall remain our property up until all our claims under our business relations with the customer have been fully settled.
Up until complete payment has been effected, the customer shall be obligated to handle the goods with due care.
The customer shall have the right to sell the delivered goods in the course of ordinary business operations. In this case, the customer shall be obligated to assign to us any receivables and other claims against his/her clients, including any ancillary rights, which he/she obtains from the re-sale. Upon our request, the customer shall be obligated to name the debtors of the assigned claims, to provide information on the sum of such claims, and to inform the debtors of the assignment.
If the customer includes claims from a re-sale of the reserved-title goods into an existing current account of a third party, it shall be assumed that the periodic balance after the balancing of the individual current account claims, or - if this balance is also included into the current account - the final balance upon termination of the current account, have been assigned to us.
The customer is authorised to collect on our behalf the assigned claims from the re-sale of the reserved-title goods. We may withdraw this authorisation for collection at any time. Our right to collect such claims ourselves shall not be affected by the authorisation granted to the customer. However, we undertake to not collect the claims assigned to us as long as the customer duly fulfils his/her obligations towards us.
The customer may neither pledge the reserved-title goods, nor transfer them by way of security. The customer shall be obligated to promptly object to a seizure of the reserved-title goods, and to any other impairment of our rights by third parties, and to inform us accordingly without delay.
We undertake to release the security granted to us upon the customer's request if the value of such security exceeds the total value of our claims by more than 20%.
We shall have the right to include our ownership in the reserved-title goods and in the granted securities into a pool of commercial creditors or to transfer it to a third party, and have our rights attended to by the manager of the pool or by the third party. We shall inform the customer of such transfer of rights without delay.
9. Special provisions for journals
For journals, termination of the subscription is always possible upon three months' notice to the end of the current subscription period. A subscription period is twelve months. The commencement of such period is independent of the calendar year, and shall be defined by delivery of the first supplied issue.
We reserve the right to have our journals produced in non-EU countries, and to supply them directly to the journal's subscribers. Such deliveries shall be made duty unpaid (DDU). This means that, if applicable, the subscriber shall be responsible for payment of duties, taxes and charges.
Complaints due to non-delivery of issues must be received without delay, but not later than 4 months after delivery of the following issue. Complaints received after expiry of this deadline cannot be taken into consideration.
10. Return shipments
Publishing works supplied subject to rights of return will only be taken back during the agreed deadline. If a deadline for returning goods has not been agreed, such goods must be returned within one calendar month from their delivery. If this deadline is exceeded, they shall be deemed to have been bindingly accepted. Only the most recent issue of publishing works is eligible for return shipments, and the goods must be in a faultless and marketable condition, and must not show entries or damage.
Return shipments will not be accepted unless the publisher has given his written consent. The customer shall bear all costs and the risk of the return shipment. The publisher reserves the right to credit less than the full invoice value for books which are not marketable or which are received after expiry of the agreed deadline for returning goods.
11. Place of performance and jurisdiction
Weinheim, Germany, shall be the place of performance.
If the customer is a business, a public-law legal entity or a public-law special fund, if the customer does not have a general place of jurisdiction in Germany, if he/she relocates his/her place of residence or usual place of abode to another country, or if his/her place of residence or usual place of abode is not known at the time a law suit is filed, Weinheim or Hamburg, Germany, shall, at our choice, be the exclusive place of jurisdiction for all disputes.
12. Governing law
The legal relations between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany and the applicable rules of the law of the European Union. This provision shall also apply to legal transactions via the internet. The application of the Einheitliche Gesetz über internationalen Kauf beweglicher Sachen (German uniform act on the international sale of goods) shall be excluded.
13. Book trade
For our relations to book resellers, the customs of the book trade, in particular the buchhändlerische Verkehrs- und Verkaufsordnung (book trade rules for transactions and sales), as amended, shall apply supplementarily.
14. Revocation rights for final customers
You are entitled to withdraw your contractual declaration in text form (e.g. letter, fax, e-mail), within 1 month, or - if the goods are provided to you prior to expiry of this deadline - also by returning the goods, without the necessity of stating reasons for this. The deadline shall commence upon receipt of this notification in text form. The timely dispatch of the withdrawal declaration or of the goods shall suffice to meet the deadline. The withdrawal declaration is to be directed to:
Wiley-VCH Verlag GmbH & Co. KGaA
15. Consequences of withdrawal
In case of a valid withdrawal, the performances already received by the parties must be mutually returned and any usufruct which may have been obtained (e.g. interest) must be restituted. If you are unable to return or restitute the performance and usufruct received (for instance the benefit of having used the product), entirely or in part, or only in a deteriorated condition, you are insofar obligated to compensate us for the corresponding value. You shall only be obligated to compensate us for the loss in value due to a deterioration of the goods if such deterioration was caused by the handling of the goods in a manner which goes beyond the examination of their characteristics and functioning. The term "examination of characteristics and functioning" shall mean the testing and trial of the goods in a manner which is possible and usual in a retail store. Goods which can be sent as packages are to be returned at our risk and cost. Goods which cannot be sent as packages shall be collected from your location. Obligations to reimburse payments must be fulfilled within 30 days. For you, the deadline shall commence upon dispatch of the withdrawal declaration, for us, upon its receipt.
Wiley-VCH Verlag GmbH & Co. KGaA