Terms of use

General terms and conditions for the customer portal of Libri GmbH

Libri GmbH (hereinafter: "Libri") provides a web portal under mein.libri.de pursuant to these terms of use (hereinafter: "Terms of Use") to its business partners with whom a supply relationship exists (hereinafter: "Business Partners") via which the Business Partners may manage certain aspects of their business and contractual relationships with Libri (hereinafter: "Web Portal"). The details and specifics of the Web Portals’ range of functions arise from the user guidance and from other arrangements between Libri and the Business Partner.

  1. Registration and contractual relationships
    1. By initial login into the Web Portal, which requires the prior consent to these Terms of Use and, where applicable, the current terms of delivery and payment of Libri (hereinafter: "TDP") and the Privacy Policy, the Business Partner submits a binding offer for use of the Web Portal. Libri accepts this offer by immediately enabling the Business Partner to access the Web Portal for the first time (the agreement on the use of the Web Portal thus concluded is hereinafter referred to as "User Agreement"). Libri shall promptly send an e-mail to the Business Partner confirming its registration and containing the Terms of Use and, if applicable, the TDP. Libri stores the contract text of the agreed Terms of Use and, if applicable, of the TDP. In addition, Libri does not warrant the availability of the Terms of Use in the Web Portal.
    2. Besides the User Agreement, any other agreements between the Business Partner and Libri (e.g. Libri.Catalogue Database) shall continue and will be managed via the Web Portal in the future. The rights and obligations of the Business Partner and Libri concerning the purpose of these managed contractual relationships shall be governed exclusively by the relevant contract, if applicable as amended or supplemented by these Terms of Use or by use of the Web Portal.
  2. Provision of the Web Portal
    1. Libri provides access and use of the Web Portal at the router output of the data center in which the corresponding server is located (hereinafter referred to as "Transfer Point") to the Business Partner. Libri does not owe the creation and maintenance of the data connection between the IT systems of the Business Partner and the Transfer Point.
    2. Use of the Web Portal by the Business Partner requires hardware and software meeting Libri’s requirements as well as an Internet access.
    3. Libri provides the Web Portal with the range of functions as specified by Libri. Unless expressly agreed otherwise, the Business Partner is not entitled to certain functionalities or the entire Web Portal. Libri is at all times entitled to change the design and functions of the Web Portal. In particular, Libri intends to provide additional functionalities. If, due to changes in the Web Portal, an adaptation of the software or hardware or other requirements on the Business Partner’s part is necessary for the use of the Web Portal, the Business Partner has to carry out the corresponding changes at his own expense.
    4. Libri does not owe any specific availability of the Web Portal. The latter is usually available to the Business Partner 24 hours a day, 7 days a week. Libri will, in particular, interrupt access to the Web Portal for maintenance or deployment of modifications. Libri shall endeavor to timely notify the Business Partner of predictable downtimes. A prenotification within the Web Portal shall be sufficient.
    5. Libri will protect the Web Portal adequately by using firewalls. Libri is not obliged to take any other defensive measures.
    6. The Business Partner does not acquire any rights on the Web Portal itself or its content, in particular no rights on the software, trademarks, business names, designs, graphics, photographs or illustrations.
    7. The use of the Web Portal is basically free of charge. As far as individual functions are offered for a fee, a separate agreement is required for their use which Libri may offer to the Business Partner via the Web Portal.
  3. Access
    1. Libri will enable the person authorized to act on behalf of the Business Partner’s side ("Admin") to perform all the provided and agreed functions of the Web Portal, including access to all available information, documents and other data, as well as the submission of declarations of intent, particularly concerning any amendments of the Terms of Use, conclusion of contracts, orders and terminations . The Admin is entitled by disclosing the necessary data to name additional persons authorized to use a limited functionality of the Web Portal ("User") and granting and withdrawing them rights of use and access according to the structure of the Web Portal.
    2. The Business Partner is fully responsible vis-à-vis Libri for the use of the Web Portal in compliance with the Terms of Use in their current version by his appointed Admin and any Users appointed by the latter. The Business Partner guarantees that the aforementioned Admin and, if applicable, the Users are fully authorized to use the Web Portal within the scope of the access rights granted to them, and in particular are entitled to represent the Business Partner in a legally binding manner, including authority to conclude any contracts.
    3. The responsibility and liability of the Business Partner for its Admin in accordance with clause 3.2 and with regards to any future actions shall expire three business days after the Business Partner has notified Libri in writing (via e-mail) of the expiration and termination of the latter’s power of representation and authority to act
    4. The Web Portal is accessed using customer number, user name and password. For the first login, Libri will provide the Business Partner with a user name and initial password for the AdminThe Admin may assign additional Users in line with the Web Portal, including User names and passwords, which may be changed by the corresponding Users.
  4. Usage rules
    1. The Business Partner will ensure that he himself and the Admin and all Users:
      1. refrain from any measures which could endanger the security and stability of the Web Portal, particularly not in an unauthorized manner retrieve any information or data, interfere with the software of the Web Portal, intrude on Libri data networks and transmit any viruses, trojan horses or other malware;
      2. refrain from entering any information and data other than that required for a use corresponding to the purpose of the Web Portal;
      3. do not violate any laws, regulations or other legal provisions when using the Web Portal, in particular by transmitting unlawful content;
      4. keep usernames and passwords secret, regularly change them, do not pass them on to unauthorized users, protect them against third-party access by means of appropriate measures meeting current standards and immediately notify Libri if there is suspicion that user names or passwords might have become known to non-authorized persons and
      5. truthfully and completely provide all information and data on and about the Web Portal, including such in the registration process, the naming of Users, as well as in the context of contract closures, orders and notice of cancellations, and always keep it up-to-date.
    2. The Business Partner is obliged to indemnify Libri against any damages, claims of third parties and costs, including appropriate legal costs, suffered and occurred by Libri or are claimed by third parties against Libri due to actual or alleged violations by the Business Partner or the Admin or all of the Users named by the latter against these Terms of Use or other applicable law by using the Web Portal. The right of Libri to assert further legal claims remains unaffected.
  5. Amendment of the Terms of Use

Libri may amend these Terms of Use at any timeby notifying the Business Partner of the amended Terms of Use at least two weeks before they enter into force (text form, e.g. by e-mail to the Admin, suffices). If the Business Partner does not object to the amended Terms of Use within two weeks after receipt of the notification, they are deemed accepted. Libri will expressly point out the significance and meaning of the two-week period and the possibility of objection to the Business Partner alongside and with the notification of the amended Terms of Use. If the Business Partner objects to an amendment in the Terms of Use, Libri may terminate the user relationship via the Web Portal by giving at least two weeks’ notice, but at most the term of the longest individual contract exclusively performable via the Portal. Clauses 6.5 to 6.7 apply accordingly.

  1. Term of contract, termination and blocking
    1. These Terms of Use enter into force with their agreement between the Business Partner and Libri and shall apply until the end of the last contractual relationship managed via the Web Portal. In the event of a termination of individual contractual agreements managed via the Web Portal, these Terms of Use automatically terminate with regard to the respective terminated contractual relationship.
    2. Libri is entitled to terminate the User Agreement entirely or with regard to individual contractual relationships managed via the Web Portal by giving one month’s notice towards the end of the respective next month.
    3. The right of the Business Partner and Libri to terminate the Agreement for good cause remains unaffected.
    4. An important reason entitling Libri to terminate the User Agreement entirely or with regard to individual contractual relations managed via the Web Portal exists when:
      1. the Admin appointed by the Business Partner and all the Users appointed by him are not fully entitled to use the Web Portal in the context of the access rights granted to them, and, in particular, are not entitled to represent the Business Partner in a legally binding manner;
      2. the Business Partner, the Admin designated by him, or a User named by him, is in breach of the rules of use as set out in clauses 4.1.a) to 4.1.e);
      3. Libri is entitled to terminate a contractual relationship managed via the Web Portal, or
      4. the Business Partner, the Admin appointed by him or a User appointed by the latter violates these Terms of Use and does not rectify this violation within a period of two weeks despite a reminder from Libri (insofar as such a reminder is not required by statutory provisions).
    5. Upon the termination of the User Agreement, Libri shall be entitled to block the Business Partner’s access to the Web Portal completely or partly with regard to those contractual relationships which are affected by a partial termination via the Web Portal. Libri will enable the Business Partner to access any documents accessible through the Web Portal for the purpose of securing the data by the Business Partner for a period of four weeks after the end of the User Agreement. For this period, the current Terms of Use continue to apply.
    6. In case of termination for good cause, Libri shall also be entitled to exclude the Business Partner from the use of the Web Portal with immediate effect. In this case, Libri will notify the Business Partner immediately of the blocking. Libri will revoke the blocking as soon as the reasons for this have ceased to apply.
    7. Any termination of the User Agreement and notification of a blocking of the Web Portal shall be in writing whereby e-mail is sufficient. Notice of termination given by the Business Partner by e-mail is effective only when sent to the e-mail address specified in clause 8.3.
  2. Conclusion of contracts, declarations and exchange of information via the Web Portal
    1. Libri may enable the Business Partner to conclude contracts for goods or services via the Web Portal. By specifying the required data in the Web Portal and clicking on the appropriate button (which may require prior approval of the respective valid terms of contract), the Business Partner makes an obligatory offer to Libri to conclude the respective contract on the date specified on the submission of the offer. In order to enable Libri to check the administrative and technical prerequisites for the implementation of the desired contract, the Business Partner is bound to his offer for a period of two weeks.
    2. Upon receipt of the offer, Libri will send the Business Partner an electronic confirmation of receipt of the offer, together with the applicable terms of contract (if applicable), which does not constitute acceptance of the offer. Libri is not obliged to accept the offer. The offer is only deemed accepted if Libri declares the acceptance (conclusion of the contract) to the Business Partner (in the discretion of Libri in particular via the Web Portal or by e-mail). Libri stores the contract text of the concluded agreement. In addition, Libri does not guarantee the availability of the terms of contract in the Web Portal.
    3. With the acceptance of the offer, a contract about the respective performance/service enters into force between Libri and the Business Partner. Insofar as agreements are concluded on the basis of contractual relationships managed via the Web Portal, such as orders for books, these are subject to the provisions set out in the respective contracts In case such contracts contain any regulations for the conclusion of the contract which deviate from clauses 7.1 and 7.2, these regulations shall take precedence over the provisions set out in these Terms of Use; however, the regulations on electronic form and the receipt of declarations as set out in clause 7.4 shall also apply in this case and supersede any other provisions in the corresponding contracts.
    4. Notwithstanding any written form requirement or any other requirements in contracts managed by this Web Portal, the Business Partner and Libri agree on the effectiveness of electronic declarations and the conclusion of contracts in accordance with these Terms of Use; all declarations submitted by the Business Partner and Libri in connection with the conclusion, amendment or termination of any contracts managed or concluded or to be concluded via the Web Portal or otherwise made within the framework of the Portal shall be deemed to have been received by the other party upon their placement in the Web Portal. Furthermore, the Business Partner and Libri also agree that Libri shall make information, documents or other data available to the Business Partner exclusively in electronic form by means of uploading them to the Web Portal.
  3. Miscellaneous
    1. General Terms and conditions of the Business Partner are not applicable, even if Libri does not separately object to their validity in a particular case.
    2. All contracts with the Business Partner are concluded in the language offered by the Web Portal and selected by the Business Partner in the Web Portal.
    3. Insofar as the Business Partner makes any statements vis-à-vis Libri by e-mail in the context of the Web Portal, they will only be effective when sent to the following e-mail address: contractmanagement@libri.de. Libri is at any time entitled to provide the Business Partner with a different e-mail address for submitting such declarations.
    4. Unless otherwise expressly permitted or provided under these Terms of Use or a contractual relationship managed by the Web Portal, all information disclosed to the Business Partner or Libri indirectly or directly by the Business Partner or Libri in connection with the conclusion and performance of the User Agreement and the use of the Web Portal is to be treated confidentially and not to be used for purposes outside the subject matter of this agreement unless the information is intended for third parties, already public knowledge, published by third parties without breach of duty, was developed without a use of the confidential information or is subject to a legal obligation or judicial / official order for disclosure. This confidentiality agreement is valid for three years beyond the termination of the User Agreement.
    5. In all cases of contractual or non-contractual liability arising out of or in connection with the User Agreement or the use of the Web Portal, Libri and companies associated with Libri within the meaning of sections 15 et seqq. of the German Stock Corporation Act (Aktiengesetz) shall only be liable for damages or reimbursement of futile expenses in accordance with the provisions set out in clause 10.1 TDP.
    6. The provisions on the place of performance, assignment, severability, applicable law and place of jurisdiction as set out in clause 12 TDP shall apply mutatis mutandis to this User Agreement.