(1) DiMaBay GmbH offers a platform for the handling of a network of distributors who distribute package inserts. DiMaBay GmbH acts as a broker between advertisers and the distributors and organizes delivery of advertising material to distributors.
(2) DiMaBay GmbH provides advertisers with a network of distributors who insert the advertising inserts into their outgoing shipments. Advertising inserts can be in the form of flyers, brochures, catalogues or product samples that are inserted into the outgoing shipments.
(3) Distributors will insert the advertising material into their shipments and distribute them to their customers.
(1) DiMaBay GmbH offers three different products:
A Single flyers (stand alone flyer, brochures, catalogues, product samples)
B Shared flyers
(2) For Shared flyers and Booklets, the print of the inserts is always organized by DiMaBay GmbH. Advertisers are required to provide printing material that adheres to the specific technical criteria. A delayed delivery of the printing material may result in a delay to the printing of inserts and thus in a delayed campaign start. Any additional costs which may arise from a delayed printing and/or delayed campaign start will not be covered by DiMaBay GmbH, but forwarded to the Advertising companies.
(3) Unless otherwise stated in the contract, Single Inserts will be produced by the Advertiser. Here, DiMaBay GmbH´s delivery conditions apply. These delivery conditions will be communicated separately.
(4) The advertising material may not be legally inadmissible (e.g. offensive or sexually explicit material).
§3 Advertisers & Barter Agreement
(1) DiMaBay GmbH has the right to cancel the contract and/or refuse the agreed services without notice if the advertiser has a delay of payment more then 14 days, the insolvency processing or an in/ out of court settlement is requested or the advertiser has declared that he won´t be able to render the agreed services of DiMaBay GmbH.
(2) If DiMaBay GmbH cancels the contract without notice, DiMaBay GmbH has the right to allege the invoice amount as a liquidated damage.
(3) For the advertiser it is free to advise that no or only a minor damage is arisen for DiMaBay GmbH.
(4) If there is a barter agreement between the advertiser and DiMaBay GmbH, the advertiser commits to providing a shipping verification in the form of an official document administered by an inventory control system for the last three months, starting from the completion of the barter agreement.
(5) Furthermore the advertiser commits to provide a monthly shipping verification for the time of distributing the agreed barter volume.
(6) If the advertiser is not able to distribute the agreed barter volume, then the advertiser has to inform DiMaBay GmbH immediately. If not and in general, DiMaBay GmbH has the right to allege the monetary value of a barter volume as a liquidated damage.
(7) The advertiser is not receiving the ownership of the barter inserts. Additional to that the advertiser is liable for damages that the advertiser, a legal representative or any other vicarious agent is responsible for.
(1) The price listed in the contract is binding and does not include the statutory value-added tax. The statutory value-added tax will be shown separately on the invoice which follows.
(2) Any additional delivery and shipping costs which may be incurred will be shown separately in the quote by DiMaBay GmbH.
(3) Deduction of any early payment discount is subject to a separate written agreement.
§5 Formation of a contract
(1) DiMaBay GmbH sends the advertiser on request a media kit which may include a pricelist. The pricelist does not represent a binding offer, but a nonbinding invitation for the publisher to request a quote.
(2) The advertiser can request the quote via Email, fax or telephone.
(3) DiMaBay GmbH will then send the advertiser a quote, which provides details of the contract, which may be accepted by in written form within 14 days after receiving the quote.
(1) Distributors receive remuneration from DiMaBay GmbH for inserting the advertising material into their shipments.
(2) The distributor is required to examine all delivered advertising material for any form of transport damage. Any damage is to be reported to DiMaBay GmbH immediately.
(3) The distributing company will distribute the requested number of inserts within a predefined period of time.
(4) The distributor may only insert one identical piece of advertising material per shipment and up to three different inserts per shipment.
(5) The distributor may not insert advertising material of two competing advertisers (e.g. advertising material of two shoe vendors).
(6) The remuneration will be paid off after the distribution of the inserts and after the predefined campaign duration.
(7) The distributor is not receiving the ownership of the barter inserts. Additional to that the distributor is liable for damages that the advertiser, a legal representative or any other vicarious agent is responsible for.
(8) The distributing company is required to provide DiMaBay GmbH with a correct delivery address to send the agreed inserts to.
(9) If for whatever reason the delivery of inserts to the given address is rejected; DiMaBay GmbH is NOT liable to reorganize this delivery.
(10) The distributor will be required to rearrange delivery of these inserts, covering all incurred costs at their own expense.
§7 Final provisions
(1) Applicable law is that of the Federal Republic of Germany. The provisions of the UN Sales Convention do not apply.
(2) Unless otherwise agreed, the registered seat of DiMaBay GmbH shall be the place of performance.
(3) Should individual clauses of the contract, including these Terms and Conditions, be or become invalid, this will not affect the remaining terms of the contract. The entire or partially invalid provision shall then be replaced by a provision whose economic purpose comes as close as possible to that of the invalid provision.
Updated: October, 2014