Terms & Conditions

GENERAL CONDITIONS ENNOBIN

GENERAL PROVISIONS

Applicability

1. These general conditions shall apply to all quotations, offers and agreements of Ennobin, a private company with limited liability, and of its subsidiaries and other affiliated companies referring to these general conditions, hereinafter to be referred to as “Ennobin”.

2. These general conditions comprise general provisions and the following specific conditions:

3. The specific provisions take precedence over the general provisions. The provisions of various specific conditions may apply to an agreement with Ennobin.

4. By entering into an agreement with Ennobin, the other party waives the applicability of any general conditions used by it, howsoever denominated, so that all our agreements shall exclusively be governed by the conditions as used by Ennobin.

Offers, Formation and Amendment of Agreements

5. All quotations and offers issued by Ennobin shall be without engagement. Only after written (order) confirmation or factual performance by Ennobin the agreement shall come into effect. Amendments to assignments shall be binding on Ennobin only to the extent confirmed in writing or factually performed by Ennobin.

6. In no event shall agree delivery dates be deemed to be firm, unless expressly agreed otherwise. Therefore, in the event of an untimely performance, Ennobin shall not be in default until given written notice of default.

7. Any quotations and/or statements by Ennobin with respect to its products and/or services, such as circulation, format, size and nature of the address database, numbers of subscriptions or circulation, weights, size of each issue etc. shall be issued to the best of Ennobin’s knowledge but shall not be binding. Therefore, Ennobin expressly makes reservations regarding any discrepancies and/or changes of any nature and scope whatsoever. At all times Ennobin reserves the right to change, at its discretion, the format, frequency and way of offering and/or distributing, without granting the other party the right to modify or terminate the agreement.

Fees and Prices

8. Ennobin may at any time amend the agreed fees and/or prices.

9. Unless expressly provided otherwise, all prices are exclusive of taxes (as VAT or similar accessory fees).

Payment

10. Unless expressly agreed otherwise, Ennobin’s invoices shall be paid within thirty days of the date of the invoice. Any right to set-off shall be excluded.

11. In the event of late payment the other party shall be immediately in default without any notice of default being required. Without prejudice to its other obligations, the other party shall pay interest on the outstanding amounts as from the due date of the invoice until the date of payment in full on an annual basis equal to the statutory commercial interest as envisaged in 5 CFR § 1315.10.

12. In the event of non-payment or late payment all judicial procedural and execution costs, as well as the administrative expenses and extra-judicial collection costs shall be borne by the other party.

13. Ennobin shall always be entitled both prior to and after conclusion of the agreement to require security for payment or advance payment, suspending its performance of the agreement until such security has been provided and/or such advance payment has been received by Ennobin.

14 All products delivered shall remain the property of Ennobin until receipt of payment in full of the amounts due by the other party to Ennobin in respect of any delivery, including interest and costs.

Dissolution

15. Without any obligation arising on its part to pay damages, Ennobin may dissolve all or part of its agreement with the other party with immediate effect, by registered letter and without any judicial intervention being required, in the event that:

1. a) the other party files for a moratorium on payment of its debts or insolvency or is declared insolvent or offers its creditors a composition outside insolvency or in the event that any of its assets are attached;
2. b) the other party fails (properly) to perform any of its obligations ensuing from the relevant agreement, or fails to perform any such obligations in good time, and fails to cure such default within seven calendar days of written summons by Ennobin;
3. c) Ennobin ceases publication of the relevant product or the provision of the relevant service.

The provisions of the foregoing paragraph shall not affect Ennobin’s other legal rights in the event of non-performance by the other party, such as the right to claim performance and/or payment of full damages.

Intellectual Property Rights

16. The intellectual property rights and similar rights, including copyrights, trademark rights, patent rights, neighboring rights, rights to protection of performance, including database rights, in all publications issued and other informative products provided by Ennobin are owned by Ennobin and/or its licensors. Nothing in Ennobin’s publications or informative products may be reproduced and/or disclosed without the express prior written consent of Ennobin and/or its licensors.

Force Majeure

17. If, in Ennobin’s reasonable opinion, non-faulty performance by Ennobin is or will be impossible due to force majeure, meaning circumstances beyond its control, it shall be entitled to terminate all or part of the agreement or to suspend performance of the agreement temporarily, without any obligation arising on its part to pay damages.

18. Force majeure shall include, but not be limited to, threat of war, war, insurrection, molest, strike, boycott, business interruption, traffic or transport interruption, (data) network interruption, government measures, scarcity of raw materials, natural disaster, fire, nuclear reaction, machine breakdown and otherwise all circumstances under which, according to the principles of reasonableness and fairness, Ennobin cannot be required to perform all or part of the agreement.

19. In the event that upon occurrence of the situation of force majeure Ennobin has already performed part of its obligations or can perform only part of its obligations, it may invoice the part performed or the part it will be able to perform separately, and the other party shall pay such invoice as if it related to a separate contract.

Liability and Complaints

20. The liability of Ennobin, its employees and the persons for whom Ennobin is responsible and/or liable, for indirect damage, including consequential damage (including damage due to delay or lost profits), shall in all events be excluded, save in the event of intent or gross negligence on the part of the senior executive staff of Ennobin. The liability of Ennobin, the employees of Ennobin, and the persons for whom Ennobin is responsible and/or liable, for direct damage that is attributable to Ennobin, shall in all events by limited to the invoice value of the part of the agreement from which the liability ensues.

21. All information, including recommendations, ideas, opinions and/or instructions, has been composed with due care and to the best of Ennobin’s knowledge, however, Ennobin cannot in any way warrant the correctness and completeness of the information. Therefore, Ennobin waives any liability for damage, of any nature whatsoever, resulting from any acts and/or decisions based on such information.

Disputes and Applicable Law

22. Any disputes with respect to the agreements entered by Ennobin shall be submitted to the competent court in US. Furthermore, Ennobin shall be entitled to submit any dispute with a party being a consumer (i.e. a natural person not acting during a profession or business) to the court having territorial jurisdiction pursuant to the law.

23. All agreements entered with Ennobin shall be governed by the laws of the USA.

Limitation of warranties & legal disclaimer

24. Ennobin makes no warranties or take any specific responsibility inherently to any provided service and product. We have no responsibility for direct or consequential damage, loss in profit, injuries or issues of any type.

Additionally, we do not provide any risk-free based guarantee using our services.

Integrity and truthfulness of the information provided

25. Ordering/using our services, each customer undertakes to provide Ennobin with complete, updated and truthful data. Otherwise, Ennobin shall not be liable for any controversy, damage, loss of profits, direct or consequential accidents occurring as a result of such negligence.

Indemnification

26. Subject to the provisions hereof, Customer shall indemnify, defend and hold harmless from and against all amounts payable under any judgement, verdict, court order or settlement for third party claims brought against Business and its licensors arising from products or services related to this Agreement. Conversely, Ennobin shall indemnify, defend and hold harmless from and against all amounts payable under any judgement, verdict, court order or settlement for third party claims brought against Customer arising from the gross negligence or intentional misconduct of Ennobin.