§1

Validity of the stipulations

(1)

These general terms of business shall apply for all kind of business with our customers. We do not accept any conditions that contradict or differ from these terms of business unless not otherwise agreed explicitly and in writing. These general terms of business shall also apply to all further business relations without the necessity of an explicit renewal of the agreement. These terms are accepted at the latest with the receipt of the product or work.

§2

Offer and prices

(1)

Prices shall be calculated on the basis of the target text and per 100 touches, including spaces. Other ways of calculation can be agreed beforehand.

(2)

For minor jobs, a minimum fee of 25,-€ will be charged. Special prices can be agreed with clients who order minor jobs on a frequent basis. For major tasks, discounts may be agreed by prior agreement.

(3)

It is possible to negotiate a fixed price for a translation job beforehand. In case that the actual volume of the respective translation job supersedes the volume initially assumed by 5% or more, Translator shall have the right to ask for a surcharge. The same applies if additional and not foreseeable work and expenditure beyond that normal to the routine of a translation is required. 

(4)

In any case, fixed prices and discounts have to be agreed beforehand. After the beginning of the work, negotiations regarding the price will not be accepted.

(5)

Client shall reimburse Translator for additional services beyond that normal to a routine translation. Additional services shall mean extra investigation, illegible or ambiguous texts, additional changes of the text to be translated or extra work required because the text is not handed over to Translator in the form of a computer file or legible printout, so extra work is required for Translator to make the text accessible. Further on, this shall mean necessary extra expenses incurred by translator due to the conditions described above and which go beyond that of a routine translation.

(6)

All prices are quoted net and plus VAT.

§3

Placement of Orders

(1)

After placing an order, Client shall receive a written confirmation of order in which the respective job is exactly specified. If Client does not raise any objections within 5 days, the order shall be deemed as agreed in the form and extent that is specified in the confirmation.

(2)

Usually the translations shall be written in MS Word.

(3)

Translator shall not be legally liable for any delay or defect in the implementation of the work that is due to an ambiguous, incorrect or incomplete placement of order.

(4)

In the event that Client shall cancel or withdraw any portion of the job or cancel the job completely prior to Translator’s completion of the service, then Client shall pay Translator the portion of the fee represented by the percentage of the total services performed, but in any event not less than 20% of  the complete job respectively 25,-€ in case of minor jobs.

§4

Delivery

(1)

Delivery periods are stated to the best of translator’s knowledge and belief. However, they can only be probable dates.

(2)

Delivery shall be deemed as fulfilled when the translation has been send to Client.

§5

Breakdowns and Disturbances

(1)

Translator shall not be legally liable for any damages deriving from any breakdowns, especially those caused by force majeure, e.g. natural phenomena and hold-ups, disruptions of network and server, any other fault of the line and transmission as well as any other hindrances beyond Translators control. In such exceptional cases, Translator shall have the right to withdraw partially or entirely from the contract.

(2)

Nor shall Translator be legally liable for any damages causes by worms and viruses. If the files are delivered via e-mail, modem or any other kind of electronic transmission, Client shall be responsible for the final control of the transmitted files and texts. Any claims for compensations there from shall not be accepted.

§6

Liability

(1)

If no specific agreements have been made in respect of the qualitative demands on the translation or if no specific demands are apparent from the kind of job, Translator shall do the translation of the respective text to the best of Translator’s knowledge and belief, completely, giving the gist of the text, grammatically correct and for informational purposes. 

(2)

If Client does not promptly, but at the latest within 5 days (date of receipt) raise an objection in writing, the translation shall be deemed as accepted. In this event, Client waives any claims deriving from possible faults of the translation. In the event of timely and legitimate complaints by Client about an actual and not insignificant fault within this 5-days-period, this fault shall be described as precisely as possible, and Translator shall be given time for the correction of the fault. This also applies for express jobs with a very short period of delivery.

(3)

If a correction has demonstrably failed, Client has the right to abatement or cancellation of the contract. Any further claims, including compensation for failure to perform the contract, are not permissible.

(4)

Liability shall be restricted to the amount of the value of the respective job. Translator shall only be legally liable in case of negligence and proven intention.

(5)

Liability for consequential damages is explicitly ruled out.

(6)

Translator shall not be liable for any translation faults that are due to incorrect or  incomplete information or documents on Client’s side or information or documents that have not been made available by Client in time, or due to incorrect or illegible source texts.

(7)

If Client does not name the purpose of the translation, especially if it is used for publication or advertising, Client has no right on corrections in accordance with §6 (1), (2) and (3) if the text proves to be unsuitable for this purpose. Further on, Client is not entitled to claim compensation for any damage arising from the fact that the text proves to be unsuitable for the purpose intended respectively that the publication or advertising has to be repeated due to an unsuitable adaptation or that the publication or advertising leads to a loss of prestige or damages to the image of the company.

(8)

In the event that Client does not indicate that the translation is intended for print, or if Client does not send Translator a galley before printing and prints without Translator’s passing, Client will be fully chargeable for any fault. In the event that Translator is charged for a breach of copyright law because of the translation, or if there are claims of any third party, Client exempts Translator from any liability.

(9)

Translator is not responsible for any changes in the text that have been made by third persons.

§7

Delay in delivery, impossibility, withdrawal

(1)

In the event of a delay in fulfilment through fault of Translator’s own, Client shall only be entitled to withdraw from the contract if Translator has exceeded the delivery period out of all proportion and if Client has given Translator an adequate extension of the deadline in writing.

§8

Retention of Title

(1)

Upon Client’s completion of all payments provided herein, the translation shall remain Translator’s property. Until then, Client shall have no right to use the translation if not otherwise agreed.

§9

Cession of Rights

(1)

Client shall not be entitled to cede any of these rights to third parties without Translator's written consent.

§10

Dispatch, Transmission

(1)

Dispatch respectively electronic transmission of the translations shall be effected at Client’s own risk.

(2)

Translator does not take any liability for a faulty transmission or the loss of the texts, nor for any damages or losses that occur during non-electronic transport.

§11

Payment

(1)

Payment shall be due within 30 days commencing from Translator’s billing date, excluding any recoupment or retention.

(2)

Any payments that exceed the period allowed for payment shall be subject to interests at the respective rate of the bank. Any fees for reminders or attorney’s fees resulting from such a default of payment shall be paid by Client.

(3)

In case of extensive jobs, Translator shall have the right to ask for a deposit or payment by instalments.

(4)

If the completion of the job is delayed due to reasons on Client’s side respectively due to persons or firms that have been engaged by Client, Translator shall also have the right to ask Client to give an advance or instalment before completion of the job.

§12

Secrecy

(1)

All information and texts expressly identified by Client as confidential shall be maintained in confidentiality by Translator.

(2)

The electronic transmission may endanger the protection of trade secrets and secret information as well as any other confidential data and information. Translator shall not be responsible here fore.

(3)

Glossaries and terminologies that Translator has produced in the course of the translation job shall not be deemed as confidential and shall remain Translator’s property unless otherwise agreed in writing.

§13

Governing Law and Court of Jurisdiction

(1)

All legal actions established by charging Translator shall be governed exclusively  by the laws of the Federal Republic of Germany.

(2)

Court of Jurisdiction for any litigation shall be Cologne.

(3)

Translator shall be entitled to institute any proceedings at Client’s place of residence.

§14

Salvatorian Clause

(1)

Should any provision of theses conditions be null and void, nullified or unenforceable, the validity of the other provisions of these terms and conditions of business will not be affected.  In the place of invalid provisions, a valid provision shall be presumed to be agreed by the contracting parties, which shall come economically closest to the one actually agreed upon. The same shall apply in the event that during the completion of the contract a hole shall become apparent that needs amendment.

(2)

All parties to the contract shall realize any necessary changes, amendments or adaptations of the contract in a spirit of good cooperation and considering the common economical interests.