Commercial Conditions

The conditions set out below are applicable to all business carried out between Schober PDM Iberia S.A. (hereinafter Schober) and its customers who accept them expressly when placing their order. Orders requested via internet also have certain particular conditions, expressly reflected on this web page, in its "OnLine" section. Under no circumstances may other, different purchase conditions be applied, not even customer purchase conditions, unless there is a written agreement between the parties in this regard.
 
1. PAYMENT TERMS
 
1.1. Payment shall be made on a cash basis in the manner indicated in each case on the order form.
1.2. From 1/1/02 onwards, payment shall be made in Euros.
1.3. Promptness of payment forms part of the contract and must be complied with, and any irregularity therein may affect future payment terms.
1.4. The customer shall refrain from making any modification whatsoever to the invoice or to the estimate.
1.5. All estimates made by Shober are always subject to confirmation by the customer, and on acceptance of the budget the net amount of the invoice plus the corresponding VAT must be paid.
1.6. Schober may demand payments on account, in the event that it must subcontract services or works with third parties for carrying out the work. Schober may invoice the printed material produced before sending it to the post office for its respective postage. The number of addresses for which the invoice shall be issued shall be those provided for in the estimate and not those shown in the catalogue due to constant changes occurring in the Schrober files. Invoicing shall be carried out per thousand addresses and unitary figures (No. addresses), although a minimum amount of 600 Euros per order including 300 Euros' computer processing will always be invoiced.
1.7. The customer may not offset amounts or withhold payments in the event of holding claims against Schober. These claims shall be attended to in the appropriate manner in accordance with Law.
1.8. All commercial operations carried out by Schober are insured through a risk insurance policy subscribed with the company Crédito y Caución, which shall exercise the appropriate legal actions in the event of a claim.
 
2. PLACE OF PAYMENT
 
The place of payment for all provision of services arising out of this contract is Madrid or Barcelona, depending on where the order has been placed.
 
3. DELIVERY
 
3.1. Schober assumes no responsibility for delays in delivery caused by the postal services or by other forms of transport.
3.2. Schober is under no obligation to verify whether the advertising material it is provided with by the client or by a supplier must be delivered to the addressees on a specific date (invitation to a trade fair, etc.).
3.3. The delivery times agreed with the customer shall be extended without any liability whatsoever for Schober in the event of delay for reasons of force majeure, industrial disputes or in the event of production stoppages.
3.4. In the event of delay in delivery or temporary inability to carry out service provision which is attributable to Schober, the customer is authorized, once a suitable extension has been established, to discharge the contract. Schober shall only be responsible for losses caused to the customer if the delay or non-fulfilment is intentional or is the result of gross negligence.
 
4. DISPATCH
 
Dispatch is always carried out for the account and risk of the customer, and so Schober shall not assume any responsibility in this regard. If dispatch is delayed due to reasons attributable to the customer, the successful conclusion of the operation shall be the responsibility of the customer, who shall notify of availability for carrying out the dispatch. If the material must be stored as a result of such delay, storage costs shall be for the account of the customer. Forms of dispatch are indicated on the order form.
 
5. CLAIMS, GUARANTEE, LIABILITY
 
5.1. If Schober should learn subsequently that the customer has omitted to state unfavourable situations which Schober could not have any knowledge of and for which its inability to fulfil the contract cannot be ruled out, Schober may discharge the contract immediately and claim payment of the service provision already carried out.
5.2. In the event of a justified claim received from the customer within the period of 30 days from delivery of the order. Schober may opt between rectifying the defect or sending a replacement to the addressee. Printing errors attributable to Schober must be corrected. The customer may discharge the contract when, after two corrections, the dispatch proves to be faulty once more. The customer may exercise the right to discharge within the period of 15 days from receipt of the second faulty correction. If the customer fails to make use of this right, Schober may opt to discharge the contract. Compensation for damages due to non-fulfilment of the obligation to correct or replace is ruled out, except in cases of intentional action or gross negligence on the part of Schober.
 
6. DELIVERY OF ADDRESSES
 
6.1. Despite constant review and updating of the addresses file, due to fluctuation within groups of addressees Schober cannot guarantee that at the time of dispatch all the addresses in our file contain the correct postal details and are complete for each sector and group of addressees. Due to the fact that the compiled addresses are taken from registers and lists that are in the public domain, Schober cannot guarantee that an addressee is or continues being that which it registered at the time of making up the list or in the last update of addresses or that it is the one that has been registered by a third party.
 
7. SUBCONTRACTING
 
Schober reserves the right to subcontract parts of orders to other companies, so as to be able to fulfil the contract conditions.
 
8. DATA PROCESSING
 
8.1. The property and intellectual property rights of all programmes furnished to the customer and those of their respective documentation is, and shall remain, at Schober. The customer undertakes to refrain from copying or permitting third parties access to these programmes or their corresponding documentation. In each case where an infringement occurs, the customer is obliged to pay to Schober a contractual penalty for a total of ten times the amount of the invoice. This shall not affect possible compensation claims for significant damages.
8.2. Copyrights and other property rights of the Schober databases with the additional information that is supplied with them, both on list, label, diskette or magnetic tape, shall always be the property of Schober.
The Schober databases contain control addresses for subsequent analysis of possible irregularities.
 
9. PROHIBITION OF REPEATED USE OF ADDRESSES
 
9.1. Provided that there is no written agreement with the customer to the contrary, rental of the addresses is made for one single use.
9.2. For each use of addresses that infringes this prohibition on repeated use, the customer shall pay a contractual penalty of a total of ten times the price of the respective order giving rise to the addresses. This does not affect any possible more extensive compensation claim for damages, or the civil, penal or administrative actions that Schober may hold against the customer.
9.3. In order to guarantee protection against any improper use, control addresses that are different for each customer and each order have been established in the file. As proof of infringement for the purposes of the application of Clause 9.2 above, the presentation of a control address shall be sufficient proof.
 
10. INTELLECTUAL PROPERTY RIGHTS REFERRING TO PRINTED ARTICLES, RESPONSIBILITY FOR PRINTED PRODUCTS
 
10.1. Schober reserves the reproduction right, in each procedure and for each application objective, of its designs, projects, originals, films, etc.
10.2. Printing plates, films and other methods of reproduction also continue to be the property of Schober even when they have been invoiced to the customer.
10.3. Schober is not responsible for printing models, data tapes, manuscripts or other outside objects sent by the customer whose return is not claimed within the period of four weeks after the order has been carried out.
10.4. The customer is responsible for ensuring that the content of the printing models sent does not infringe any legal regulation. Similarly, the customer acknowledges that such printing models are not subject to the intellectual property rights of third parties. The customer shall, in all cases, protect Schober from any liability vis-à-vis third parties.
10.5. It is the responsibility of the customer to supervise whether its advertising strategy is in accordance with prevailing legislation. In this regard, Schober assumes no responsibility whatsoever and the customer shall protect Schober from administrative sanctions or claims by third parties as a result of advertising activity and strategy.
10.6. The price list and all additional information about how to apply the Schober prices is valid, although it shall be open to modification by Schober in order to bring them into line with the market situation.
 
11. RIGHT OF DEPOSIT
 
Schober shall collect a deposit fee for all goods or other objects delivered by the customer on deposit or transferred due to any other legal reason.
 
12. POSTAL PREPARATION OF ADVERTISING DISPATCHES
 
12.1. If advertising material is sent to Schober for postal dispatch, Schober is not obliged to verify its weight in relation to the agreed postage rate. Postal dispatch ends with the deposit of the postal packages at the post office.
12.2. Schober is not obliged to effect postal dispatch of the mailshot before deposit of payment of the postage by the customer, and so the postal dispatch deadlines agreed lose their validity if payment of the postage is delayed by the customer.
12.3. Schober may destroy the surplus material that remains after postal dispatch when 30 days have elapsed from completion of the order if its return has not been requested by the customer before this period has elapsed.
 
13. APPLICABLE LAW AND AUTHORIZED JURISDICTION
 
The legal relationship between Schober and the customer shall be governed by and interpreted in accordance with Spanish legislation. Any issue arising out of the fulfilment or interpretation of the legal relationship between Schober and the customer shall be submitted to the Courts and Tribunals of Madrid.
 
14. COMPLEMENTARY COMMERCIAL CONDITIONS FOR THE RENTAL OF ADDRESSES
 
These attached conditions apply in the event that Schober sends to its customer supplies of addresses of a third party address owner, as well as for the case where transfer of addresses forms part of a global order in which Schober address reservoirs and those of a third party owner are included. The legal relationship with Schober as an intermediary as well as the legal relationship between the lessor and the lessee apply. The receiver of rental addresses shall hereinafter be called "lessee" and the supplier of addresses "lessor". If Schober should carry out provision of its own services beyond activity as an intermediary, the contractual conditions established above shall apply to that same extent.
 
14.1. Schober is only an intermediary of the lessor and the lessee may not demand from it liability for incorrect addresses or other defects in the address material. Schober does not accept any responsibility whatsoever with regard to the correctness of the data of the lessor.
14.2. Offers that Schober presents on behalf of the lessor are subject to confirmation and require the written approval of the lessor. The latter may reject acceptance of orders that are awarded on behalf of the lessor without explaining its reasons for doing so or may make them dependent on acknowledgement of complementary conditions, particularly the presentation of a sample unit of advertising material with which the addresses should be dispatched.
14.3. The addresses are the property of the lessor and, as in the case of Schober addresses, shall only be rented to the lessee for one single use unless specified to the contrary. The lessee shall have the rights and obligations established in the Schober contractual conditions with regard to these addresses and its relationship with the lessor.
 
15. RECOMMENDED LEGAL LEGEND, ON THE ORIGIN OF DATA SUPPLIED BY SHOBER FOR MARKETING CAMPAIGNS.
 
Basing itself on prevailing legislation on matters of data protection, Schober recommends including the following text in all communications in which information supplied by this company is used: "The data used for carying out this campaign have their source in the Schober file whose registered owner is the company Schober PDM Iberia, S.A. In order to exercise your rights of access, rectification, cancellation or to object to your details being used for advertising purposes, write to that company at Travesía Costa Brava, 6 7ª Planta - 28034 MADRID."