1. Scope
These General Commercial Terms and Conditions (GTC) apply to contracts between the contractor and the client, unless otherwise expressly agreed or legally required by law. They create a direct business relationship between the client and the contractor. By placing the orders, the client acknowledges the GTC and the GTC shall apply to the entire duration of the business relationship as well as to future business transactions. The General Terms and Conditions of the client are binding upon the contractor only if the contractor has expressly acknowledged them.
2. Data protection and execution by third parties
All translation orders will be treated as strictly confidential. The contractor may, where deemed appropriate or necessary, use independent translators (third parties) who are carefully selected and adequately qualified for the respective translation jobs and who have demonstrated their ability. If the translation is done by independent translators, these persons shall also be bound to secrecy. Special non-disclosure agreements can be concluded upon request. In particular, the communication in electronic form between the client, the contractor and the translator involves the risk of unauthorised access by third parties, and no liability is assumed for any consequences thereof. The contractor reserves the right to retain a copy of each translation for a certain period of time, unless the client explicitly objects to it before placing the order. The retention is solely for the purpose of order processing, accounting and communication with the client.
3. Order placement
Orders must be placed in writing. An order is placed, on the one hand, by transmitting the order through electronic mail or by sending the signed order by fax and, on the other hand, by sending of the order confirmation by the contractor. The source text will be transmitted by the client to the contractor in person, by post or electronically. The client shall provide the contractor with the source text in a clearly legible form. Errors resulting from a lack of legibility shall not be at the expense of the contractor.
When placing the order, the client must specify the source and target language, subject, area of expertise, scope and purpose of use of the translation work, special terminology expectations as well as requests regarding the form of execution (layout, number of copies, etc.), without being asked to do so. Further, the client shall provide the contractor with reference materials such as company glossaries, already existing translations, illustrations, etc., which are necessary for the execution
of the translation order, without being asked to do so. Only if sufficient reference material is made available, harmonisation of the company’s terminology of the client is possible. Errors resulting from deficient, incomplete or incorrect reference materials shall be at the expense of the client. If no instructions or documents are available, the technical terms shall be translated according to lexicographic conventions or in a generally comprehensible form. Texts with criminal content and texts that are contra bono mores may be rejected by the contractor even after conclusion of the contract.
4. Order execution
The translation shall be carried out according to the principles of proper professional practice. The task of the contractor is the correct, analogous reproduction of a given wording in another language. A translation may be expected to meet the same quality standards as the source text. However, it does not have to exceed the quality of the source text. The client is solely liable for any defects of the source text. The contractor reserves the right not to carry out translations himself, but to have them done by independent translators, who get access to the texts of the client after a quality check. Contact between the client and a third party employed is only permitted with the consent of the contractor. In principle, the business relationship is only between the contractor and the client. The completed translation is checked by the contractor for completeness and data format, as well as for other defects detectable at first glance and then sent to the client. Before these translations are processed into printed matter, they should be subjected to further reviews and possible improvement by the client. At the request of the client, the contractor shall also undertake the processing up to the ready-for-printing stage as well as proofreading the galley proofs, against a separate fee.
5. Delivery terms and conditions
Unless otherwise agreed, the translations will be delivered by e-mail, fax or by post. The contractor assumes no liability for a successful communication or transmission of the translation. All obligations are deemed fulfilled as soon as the translation has been sent on time according to the agreed mode of dispatch. In principle, delivery dates and deadlines represent only the expected dates. If the contractor recognises that delays may occur, he shall inform the client about this as soon as possible. If a deadline has elapsed, the client shall grant the contractor a reasonable grace period. If this deadline too elapses in no small measure, the client can reduce the agreed contract amount or terminate the contract without notice.
6. Offers and prices
The contractor’s offers are free and non-binding. The current price list or the prices given in the individual offer apply. All prices are in Euro and plus VAT. Discounts or other deductions shall be granted only after prior express agreement. All standard prices are per standard line, that is, 55 keystrokes, including spaces or per word of the source text. If the text to be translated is not made available as an electronic copy (e.g. sent by fax or by post) or is provided in a different format, which does not allow the words to be counted electronically, the standard lines or the number of words will be used based on the target text. All prices apply for translations with a maximum of 2000 words per working day (the date of delivery, weekends and public holidays are not considered as business days). For a volume exceeding this limit, we apply a surcharge amounting to 25% of the standard price. For submission deadlines within 24 hours, we apply a surcharge of 50%. The minimum order value is € 50 per order. Terminations are possible only for good cause, in written form, providing the reasons for termination. In the case of an extraordinary termination, we will in any case charge the price for the already translated text. But at least 10% of the contract value. The cancellation of the order shall be made in writing and stating reasons. If the translation exceeds the previously concluded agreements in terms of scope or level of difficulty, the contractor is entitled to increase the order amount according to the additional expenses.
7. Payment terms and retention of title
The accounting shall be made in writing. Invoices will be sent by e-mail or upon request, by post. Invoices will be due 14 days after receipt, unless the contractor and the client agree otherwise to different payment deadlines. The contractor has the right to demand an advance payment of up to 50% of the order value. The client shall receive an appropriate invoice in this regard. The delivery of the translation can be made dependent on the timely settlement of the invoice amount. Bills of exchange and cheques shall be regarded as payment only after being cashed. Discount and bank charges as well as other exchange and cheque expenses shall be borne by the client. The translations remain the property of the contractor until the complete payment has been made. The contractor is entitled to the copyrights and rights of use as well as license fees for reproduction until the complete payment has been made.
8. Guarantee and liability
The contractor undertakes to carry out or have the translation carried out in such a way that it has no defects to the greatest extent possible. Minor defects shall be disregarded. However, if objective deficiencies still remain, and if these are not insignificant, the client must lodge a complaint about these defects, with a detailed description, in writing within two weeks. If this option is not exercised, or if the deadline is exceeded, the translation shall be deemed approved. In this case, the client shall waive all claims which he could be entitled to due to any defects in the translation. The guarantee of the contractor for translations is limited to rework, unless the rework fails or is impossible, despite a reasonable period of time, which the client has to grant to the contractor. In this case the client has the right to demand an appropriate reduction of the agreed contract sum or to withdraw from the contract. In this case, all rights to the translation remain with the contractor. Further claims, including claims for damages, are excluded. Defects in the translation, which are attributable to an unclear order placement, illegible, incorrect or incomplete originals of the texts or to missing or defective or incorrect terminology of the client, are not within the sphere of responsibility of the contractor. For defects arising as a result of the time pressure exerted by the client, e.g. necessary clarifications and improvements cannot be carried out, the client can no longer rely on the contractor’s quality commitments. No claim for reduction shall arise for the client as a result of this. Any cutting down of work processes in such cases shall be considered as compensated by the resulting additional load due to the excusable time pressure. Furthermore, the contractor shall not be liable in the case of delays in performance due to strikes, breakdowns, force majeure, network or server errors or electronic viruses. The type of usage and further utilisation of the texts translated by the contractor shall be the sole responsibility of the client, unless the contractor undertakes in writing to translate a text for a particular purpose, with a knowledge of a possible specific risk of damage to which the client had referred to previously. If the client does not specify that the translation is intended to be printed, if the client does not provide any proofs to the contractor before going to print, and allows the translation to be printed without the approval of the contractor, all the defects shall be at the expense of the client. The contractor shall be liable only in the case of wilful intent and gross negligence. Overall, the client is liable only up to the amount of the contract value. For software defects that arise in the software of the client due to the use of the files processed by the contractor, the contractor shall be liable only in the case of wilful intent or gross negligence. The above-mentioned liability limits are also applicable here.
9. Rights of use and indemnity
The contractor assures that the client can use the translation without any restrictions of time or space and without any limit on quantity according to the communicated intended use. The client is also entitled to revise the translation, as well as to transfer the rights to the translation to third parties by way of licensing or any other ways. The contractor shall release the client from all claims of the translator. However, copyrights to the translation shall pass to the client only after the payment has been made in full. On his part, the client guarantees that the translation of the source material as well as the publication, distribution, sale and any other use of the translation to be delivered does not constitute any infringement of the patent rights, copyrights, trademark rights or other rights of third parties and he is fully authorised to translate the text. The client releases the contractor from all claims in this regard.
10. Place of performance and jurisdiction
Unless otherwise agreed, place of performance is the seat of the contractor. The contractual relationship and other business terms and conditions between the contractor and the client are governed exclusively by the laws of the Federal Republic of Germany, excluding the international sales law. For all disputes Berlin is agreed as the exclusive place of jurisdiction.
11. Effectiveness and written form
Should any provision of these GTC be or become invalid, the remaining provisions shall remain unaffected by this. Any further regulations or regulations deviating from these GTC are possible only through written agreement.
Berlin, 01.10.2007