General Conditions of Sale
These general conditions of sale apply to all advertisements, inserts, and other promotional materials (hereinafter called “Advertisements”) included in the magazines published by EOS Mktg&Communication Srl (hereinafter called “EOS”) as well as on the website www.ipcm.it.
1. Order signing and approval
By signing the Order, the Client requires EOS to publish the Advertisements in tabular form or as advertorials or other promotional materials (hereinafter called “Advertisements”) on the magazines, on the website, and on the newsletters indicated in the Order, with the specified characteristics, quantities, and rates. The Order is automatically understood as approved if no communication of rejection is made by EOS within 15 days from the signing of the Order.
2. Publishing schedule changes
The Advertisements' schedule is agreed by the Client and EOS in accordance with the close deadlines of the magazines and newsletters set by the Official List of EOS (hereinafter called “Official List”). The updated Official List is public and can be consulted on the website of EOS www.ipcm.it. In any case, the Client recognises EOS' right to change the schedule set for justified reasons, also of technical-typographic or editorial nature.
3. Changes to agreements
Any request for changes to agreements already made on the dates of publication of the Advertisements and on their format shall be sent in writing to EOS by the Client, together with the indication of the different dates of publication preferred, 30 days before the issues' close deadlines, available on the website www.ipcm.it.
4. Advertisements material
The Client shall send the material related to the Advertisements (four-colour digital files in the PDF or JPEG formats complete with fonts, texts, logos, images, and links, all in high definition) in the chosen format of the selected magazine, including an appropriate trimming space, or of the website/newsletter, within the time provided for by the Official List in force.
5. Publication postponement
In case of non-delivery of the material to be published within the terms provided for by the Official List in force, EOS reserves the right to postpone its publication to other dates that are unquestionably established by EOS itself depending on its needs and availability of space.
6. Guarantees and indemnifications
The Client guarantees and releases EOS and the Publisher from any liability related to the lawfulness of the Advertisements, including their texts, and undertakes to keep them free of any responsibility towards any third party for any type of violation (including, but not limited to: copyright, literary property, unfair competition, and/or disparagement, or other causes related to the publication of Advertisements aimed at damaging third parties), as well as to relieve them of any request, claim, or action in this regard. Therefore, the Client shall refund EOS for all costs, damages, and charges, including legal fees, which should arise from any compensation actions promoted by third parties.
7. Publication rejection
The Client recognises EOS' right to reject and/or suspend, even during the execution of the Order and with no indemnity obligation, the publication of Advertisements that:
a) in terms of texts or pictures, are deemed inappropriate and/or non-suitable to the editorial line of the selected magazines, at the sole discretion of EOS and/or the Publisher;
b) in terms of texts or pictures, simulate an editorial text, thus not allowing immediate identification as Advertisements, unless it is expressly stated that they are;
c) do not contain the details of the required ministerial and administrative authorisations if required or, in any case, lack any mandatory authorisations;
d) have as their object similar activities to others already promoted or to be promoted by EOS and/or the Publisher. In any case, no complaint can be made by the Client in the case of the simultaneous publication of its Advertisements relating the content or activities referred to above and of the similar ones promoted by EOS and/or the Publisher.
The Client recognises EOS' right to reject and/or suspend the publication of the Advertisements, even during the execution of the Order and with no indemnity obligation.
8. Advertorials and ownership of rights
If the Order relates in whole or in part to advertorials, it is agreed that:
a) the texts and pictures included in these services are created according to criteria suggested by the Client and agreed with EOS. The related creation costs are borne by the Client and refunded to EOS upon the issue of a debit note;
b) EOS shall have the right to specify the Advertisements' nature, at its sole discretion, with specific words to be printed above the title (Advert, Advertising Information, or another similar phrase);
c) the Client undertakes to send to EOS in writing a final printing approval or any request for correction and change within 3 days after the receipt of the material or within the terms previously established with EOS. After this deadline, if no communication from the Client has been received by EOS, the material is understood as approved;
d) the literary and artistic property of the published services, as well as their related material, even if not used, belongs exclusively to EOS. Therefore, the reproduction, in whole or in part, of the services themselves can only be made upon express authorisation of EOS.
9. Self-Regulatory Code
The Client acknowledges that compliance with the Self-Regulatory Code for Advertising is binding and mandatory for EOS and accepts it itself. The Client also accepts the jurisdiction of the Control Committee and the Jury, committing itself to comply with their decisions also with regard to the possible publication of the decisions themselves. In any case, the Client acknowledges that, in addition to the right referred to in Art. 7, EOS may refuse to publish Advertisements that are contrary to the rules of the Self-Regulatory Code, or suspend the publication of the same or similar materials, with immediate effect and with no indemnity obligation.
10. Terms for complaint
The Advertisements are understood as accepted to all effects and purposes if the Client does not send any written complaint to EOS within 15 days after their publication date.
11. Liability exemption
Without prejudice to the provisions of Art. 9, the Client recognises that EOS is exempt from any responsibility:
a) for any printing defects found on Advertisements reproduced from materials that do not meet the requirements for a proper reproduction;
b) for any discrepancies found between the originals and the reproductions, within the limits of the normal tolerance related to the printing system used;
c) for any delays in the publication of the Advertisements for causes not dependent on the will of EOS;
d) for any errors in the texts of Advertorials approved in compliance with Art. 7, paragraph c). In case the published Advertisements should contain serious printing defects and/or other errors that may cause significant damage to the Client and are exclusively attributable to EOS, the Client shall only be able to request the re-publication of the Advertisement with the correct text, picture, or photo, excluding any other form of compensation and/or indemnity.
12. Advertisements placement
With the exception of the mandatory cases provided for in the Official List for the placement of the Advertisements in certain positions with the payment of the related surcharges, EOS cannot assume any commitment to special or particular placements.
13. Material return
The material sent for the Advertisements ordered shall be returned by EOS only following a written request from the Client and after 15 days from the date of publication. EOS shall not be held responsible for any deterioration and/or damage suffered by the material also as a consequence of the reproduction operations.
14. Non-transferability of the Order and joint liability
The Order is not assignable or otherwise transferable. The space selected shall therefore be used in full and exclusively by the Client, except for any special conditions to be stipulated in writing. The acceptance of any waivers by EOS does not exempt the Client from its obligations, which remains jointly and severally liable with the beneficiaries of the charges deriving from the publication of the Advertisements. In the event that the Order refers to a discount scale offered, the right of the Client to benefit from the discounts is subject to the full execution of the Order within its terms of validity. Therefore, if the contractual obligations are not entirely fulfilled within the deadline, as the value of the published material, according to the agreed discount scale, the Client shall refund EOS the amount of the discount already credited on the part used. In the event that the Order refers to any “Promotional Campaign”, its partial use entails the expiration of the conditions foreseen in the campaign itself, resulting in the application of the discount scales provided for in the Official List in force at the date of the Order.
15. Commercial conditions and promotional campaigns
Commercial conditions and promotional campaigns:
a) In the event that the agreement refers to the commercial conditions offered, the right of the Client to benefit from the discounts is subject to the full execution of the Order within its terms of validity. Therefore, if the commitment is not entirely fulfilled within the deadline, as the value of the published material, the commercial conditions shall be reviewed with the Client.
b) In the event that the Order refers to any “Promotional Campaign”, its partial use entails the expiration of the conditions foreseen in the campaign itself, resulting in the application of the discount scales provided for in the Official List in force at the date of commencement of the reservation.
16. Publication suspension
EOS shall not be held responsible for the non-publication in whole or in part of the ordered Advertisements in the event that the selected magazine ends its publications, for any reason, during the period of validity of the Order. In this case, the Order will be considered cancelled for the part not yet performed without any consequences for EOS. The Client shall pay for the published Advertisements at the agreed price terms.
17. Suspension for non-payment and default interest; Express resolutory clause; Termination
Invoices shall be paid in full directly to EOS within 30 days from their date of issue, unless otherwise agreed in writing between the Client and EOS.
In case of late payments, the Client, without the need for any reminder, shall pay the default interest provided for and calculated pursuant to the Italian Legislative Decree no. 231/2002, from the expiry date of each invoice to the actual payment date.
The non-payment or partial payment of invoices within the agreed deadline may give rise to the termination of the Contract, in compliance with Art. 1456 of the Italian Civil Code. Such termination shall become effective following the sending of a certified e-mail/registered letter with acknowledgment of receipt with which EOS declares that it wishes to avail itself of this express termination clause. In any case, the non-payment or partial payment of invoices within the agreed deadline gives EOS the right not to publish any additional Advertisements ordered by the Client in the meantime, as well as to suspend, without need for notice, the publication of the Advertisements, without the Client being able to oppose exceptions of any kind or claims for any compensation/reimbursement and without prejudice to the obligation of the Client itself to pay in full for the Advertisements and to the right to compensation for the greater damage caused to EOS. The VAT and any other transfer tax shall be entirely borne by the Client.
The Client cannot withdraw from the Order and cancellation is therefore excluded. In case of cancellation, withdrawal or termination illegitimately requested by the Client before or during the publication of the Advertisements, the Client itself shall still pay to EOS 25% of the total Order or of the amount due for the remaining Advertisements as a compensation and reimbursement of expenses, as well as a penalty.
18. Credit transfer
The Client acknowledges that EOS may transfer the credit arising from the Order to others, also in compliance with Art. 1248 of the Italian Civil Code.
19. Third party order transfer
EOS may transfer the Order to third parties in whole or in part, without prejudice to the fact that the Advertisements shall be published as agreed.
20. Charge to particular requests
Any further and particular requests not agreed upon initially shall be charged based on the Official List in force at the time of publication of the Advertisements.
21. Agency responsibility
If the Agency is the signatory of the Orders, it is jointly and severally liable with the Client for all contractual obligations relating to them.
22. Order duration
The Order has the duration indicated by its starting and expiry dates. No changes to the conditions are valid if not expressly agreed in writing between the parties.
23. Prohibition of exclusivity
In no case, the Order may imply the granting of exclusive rights in favour of the Client. Therefore, no ban on advertising can be placed on EOS in relation to Advertisements of competitors or third parties.
24. Additional discount
An additional discount is reserved for Clients that rely on a professionally appropriate business and/or structure operating in the advertising communication sector, expressly communicated in writing to EOS. The signer of the contract, if different from the user of the Advertisement, is deemed as the Client only if it acts with no powers of representation; in this case, the discount shall be transferred to the user since it is applied to the benefit of the latter.
25. Transfer of rights and obligations
In case of transfer or succession in any capacity of the Client's company, the assignee or the successor take over all the rights and obligations deriving from the Order.
In the event that the Client is subject to insolvency proceedings, EOS can autonomously consider the Order ineffective or annulled pursuant to and for the purposes of Art. 1456 of the Italian Civil Code, as well as immediately suspend the publication of the Advertisements still scheduled, without prejudice to the obligation of the Client to pay for the already published Advertisements.
27. Contractual means
Failure to exercise any rights or to adopt one or more recognised legal and contractual means shall not implicate the acquiescence, renunciation, or waiver of these contractual conditions.
28. Law and competent court
For any dispute concerning the validity, interpretation, and execution of this contract, the Italian law shall be applicable. Jurisdiction shall belong to the ordinary Judicial Authorities, specifically to the Court of Monza.
Having read and clearly understood them, in compliance with the Art. 1341 et seq. of the Italian Civil Code, the Customer specifically approve the clauses referred to in Articles: 1 (Order signing and approval) – 2 (Publishing schedule changes) – 5 (Publication postponement) – 6 (Guarantees and indemnifications) – 7 (Publication rejection) – 8 (Advertorials and ownership of rights) – 9 (Self-Regulatory Code) – 10 (Terms for complaint) – 11 (Liability exemption) – 13 (Material return) – 14 (Non-transferability of the Order and joint liability) – 15 (Commercial conditions and promotional campaigns) – 16 (Publication suspension) – 17 (Suspension for non-payment and default interest; Express resolutory clause; Termination) – 21 (Agency responsibility) – 23 (Prohibition of exclusivity) – 26 (Annulment) – 28 (Law and competent court).
Last update: 06/12/2018