General Terms and Conditions of Business
These General Terms and Conditions of Business (“General Terms”) apply to the overall commercial dealings with our customers. The General Terms and Conditions are acknowledged by the customer upon the placement of an order. They apply for the entire duration of the commercial relationship (and to any future transactions). Our offers are non-binding in respect of price, quantity, delivery times and delivery options. If, within three days, we do not receive a precisely identifiable objection in writing to any term that is not acknowledged (stating its type and extent), our terms and conditions are deemed to be acknowledged and contrary terms and conditions shall not be incorporated. Supply contracts, changes, supplements and side letters regarding the agreements made with our purchasers are binding only upon our written confirmation. The purchaser cannot derive any claim arising from any obvious error, deviation in our price sheet, clerical area or miscalculation. We are bound to the customer’s terms and conditions only if we expressly acknowledge them.
II. Placement of Orders
The customer shall provide orders in electronic or printed form. In order to provide the utmost efficiency, telephone or other informal orders are also accepted. However, any problem resulting from these types of orders is to be borne by the customer. In addition, the customer shall inform us (as applicable) of the target language, topic, subject area and extent of the text and/or project, along with any special requests. The intended purpose and the delivery date should also be indicated. For the preparation of the translation, the customer can select from several different file formats. Any text that is sent electronically by the customer is subject to our written confirmation. An order is only deemed to be provided if we confirm the order in writing. We are not liable for (i) any delay or performance defect that results from any unclear, incorrect or incomplete placement of an order or (ii) any error and/or misleading or incorrect formulation in the output text.
III. Work by Third Parties
To the extent that we deem appropriate or necessary, we may use third parties to conduct any work. In doing so, it is our responsibility to engage in careful selection. In each instance, the duty of care for such selection is satisfied if the assigned third party is (i) an advisor, translator or interpreter who is judicially sworn / authorised for the particular language and/or (ii) a company, advisor, translator or interpreter that is known to us and with whom we have already successfully worked. In principle, the commercial relationship exists only between the customer and us. Our consent is necessary for any contact between the customer and any third party employed by us.
All offers and prices are non-binding. Our prices are stated in Euros, providing there are no agreements to the contrary. For large orders, prepayment or payment in instalments can be required that corresponds to the quantity of text completed. All prices set forth in our offers are net prices without value added tax. Any published, non-binding price list can be changed without our prior notice to a customer. Prices and conditions that have been granted do not justify the assumption that these are applicable in the future (without confirmation). We shall inform the customer of any deviation from previously published prices, surcharges for urgent orders or additional payments at the latest of the time of the order confirmation. Shipping costs, postage costs and other additional expenses will not be charged to the customer, to the extent that these are not caused by the customer and arise within the ordinary course of business.
V. Delivery dates
We shall specify delivery dates to the customer according to our best knowledge and belief. They will only be estimated dates. A delivery is considered to have taken place if the project documents (e.g. concept, translation, presentation) are sent to the customer with verification (mailing records). If desired, the documents can also be sent on a CD, a disk or as a printout. All indications of time data refer to Central European time (CET/MEZ).
VI. Disturbance and Force Majeure
We are not liable for damages that result from any disturbance of our operations, particularly by events of force majeure, e.g. natural events and traffic obstructions, network and server failures, line and transmission disturbances and other hindrances that are not attributable to us. In such exceptional cases, we are entitled to withdraw from a contract, in whole or in part. The same applies if, for good cause, we discontinue or limit our operations (particularly our on-line service) for a certain period. We are likewise not liable for damages that result from viruses. In order to avoid the risk of infection, we employ anti-virus software and also recommend this to our customers. For deliveries of translations or concepts in file form, the customer is responsible for a final examination of the transferred files and texts. Claims for damages in this regard will not be recognised.
VII. Liability and Complaints
If (i) no specific agreements regarding quality requirements are made for the work or (ii) no specific requirements are obvious from the type of the order, we shall complete the work to our best knowledge and belief, completely and generally, and, in the case of translations, grammatically correct for the purpose of information. If the client does not raise written objections immediately (but within 5 days at the latest, based on our receipt), the work is deemed to be approved. In such a case, the client waives all claims to which it could be entitled based on possible defects in the work. If, within this 5-day period, the client complains of a defect that objectively exists and is not immaterial, this defect is to be described as precisely as possible and we are to initially be given the opportunity for rectification. This also applies to urgent orders with a very short delivery time. If such rectification is demonstrably unsuccessful, the client has the right to a reduction or conversion. Additional claims (including claims for compensation based on default) are barred. In each instance, our liability is limited to the amount of the value of the order concerned. In each instance, we shall be liable only in cases of gross negligence and intentional acts; we are liable for slight negligence only upon a violation of a material contractual obligation. Any recourse liability for damage claims of third parties is expressly barred. We are not liable for any conceptual or translation error that was caused by the client through (i) information or documents that are incorrect, incomplete or not provided on a timely basis or (ii) incorrect or illegible (even partially) source texts.
If the customer does not indicate the intended purpose of any translation (particularly if it is to be published or used for advertising purposes), then it cannot demand compensation for any damages that result from the fact that (i) the text proves to be unsuitable for the intended purpose and/or (ii) due to a faulty adaptation, the publication or advertisement must be repeated or leads to a damage to the customer's reputation or image. The customer fully bears the burden of any defect if it does not indicate the fact that the translation is intended for publishing in printed form or does not allow for a proof prior to printing and prints the translation without our release. If, because of a translation, a copyright violation is asserted against us or claims of third parties are asserted against us, the customer shall indemnify us against any liability to the fullest extent.
We assume no liability for materials, order components, warranties of characteristics, shipment information, process specifications and the like, if there is no agreement that expressly deviates from this. We are not obligated to review any such material or information for compliance with legal standards within the meaning of product liability law and/or the German Civil Code. In such cases, the purchaser is liable without restriction and shall indemnify us to the fullest extent against all claims of third parties at the time of the claim.
Notwithstanding our careful control of content, we assume no liability for the content of external links. The operators of linked sites are solely responsible for the content of such sites.
VIII. Delivery Failure, Impossibility, Rescission
In the event of a delivery failure or impossibility that is attributable to us, the customer is entitled to the rescission of a contract only if we exceed the delivery time for an unreasonably long period and a reasonable grace period is set for us in writing.
Our written consent is required for any assignment of the rights under a contract by the customer.
X. Terms and Conditions of Payment
If there are no agreements to the contrary, we shall charge the customer for the fee immediately after completion of the translation. Our fees are indicated in net terms, payable 30 days from invoice date by electronic transfer, cheque or cash, and are not subject to any set-off or retention. If payment does not occur upon maturity, the purchaser shall be deemed to be in default without the necessity of any further special notification. In the event of default, without prejudice to any further claims, we are entitled to charge interest and commissions in accordance with the usual rates of German banks for short-term loans, but no less than 3.5% per annum over the particular discount rate of the European Central Bank. If (i) the purchaser is in arrears with its performance under any commercial relationship or (ii) circumstances that can reduce the creditworthiness of the purchaser (e.g., a judicial or administrative execution, an insolvency or bankruptcy filing, negative information from accredited credit protection organisations, etc.) become known, we can make any further delivery dependent on a prepayment while making all deferred receivables immediately due.
XI. Retention of Title
Until the complete payment of all fees, the delivered translation along with the copyright to such translation remain our property. Therefore, until such time, the client has no right to use, express or implied . If we engage in a conceptual design and/or translation for a third party, we reserve the right to (i) refer such third party to our existing receivable and the unlawfulness of the use of the translation resulting thereof and (ii) possibly demand from such third party the settlement of outstanding amounts along with our expenses arising in connection thereof.
XII. Transmission and Shipment
Any shipment or electronic transmission, as the case may be, takes place at the risk of the customer.
We are not liable for (i) any defective or damaging transmission of texts, (ii) any loss of texts or (iii) any damage to or loss of texts upon any non-electronic method of transport.
All texts are handled with confidentiality and we are obligated to maintain secrecy regarding all facts that become known to us in connection with our work for the client. In view of the electronic nature of transmission and other electronic forms of communication of texts and data with the customer, we (and our assignees) cannot ensure the absolute protection of operations and information secrets and other confidential data and information, since it cannot be ruled out that unauthorised third parties access the transmitted texts through electronic means. For this, we recommend the employment of suitable encryption software.
XIV. Applicable Law and Area of Jurisdiction
The contractual relationship and additional commercial relationships between us and the customer are exclusively subject to German law, to the exclusion of international sales law. To the extent permitted, Kempen, Germany shall apply as the exclusive area of jurisdiction for all disputes.
XV. Final Provisions
We are entitled to process and store personal data of our clients within the framework and within the limits of German data security and privacy regulations,. The invalidity or ineffectiveness of one or more of the preceding terms and conditions does not affect the validity of the remaining terms and conditions. Rather, the invalid and/or ineffective condition is to be amicably supplemented in a manner that comes as close as possible to the economic purpose that is pursued (in a legally permitted manner). The law of the Federal Republic of Germany applies to the legal relationship between us and the purchaser.