General Terms and Conditions

1.Validity of the general terms and conditions
Between the contracting parties (the Translator and the Client) only these general terms and conditions shall be valid. Any additional verbal agreements shall be invalid. These terms and conditions shall also be valid for all future transactions between the contracting parties.

2. Offer and prices
(1) Prices shall be calculated on the basis of the target text and per line of 50 strokes including spaces. All prices are net excl. VAT.
(2) For minor jobs, a minimum fee of €25,- will be charged. The Client shall pay the Translator the minimum fee plus VAT in advance.
(3) Different pricing (discounts, fixed prices) between the Translator and the Client has to be confirmed in writing to be valid.
(4) Additional work and expense shall be charged additionally. This includes e.g. elaborate research beyond that normal to a routine translation, illegible or ambiguous documents, subsequent changes to the text or extra work that is caused by the fact that the Translator was not provided the text in form of a text file or legible printout by the Client, so that extra work was necessary to make the text accessible. Furthermore, this includes any costs the Translator incurs due to the conditions listed above and which go beyond that of a routine translation.

3. Placing of orders
(1) The contract is a contract of service. When placing an order, the Client receives a confirmation of the order that specifies the order in detail. If Client does not object within seven days counting from the date of the confirmation of the order, the order shall be valid as specified in the confirmation.
(2) The translations shall usually be written in MS word.

4. Delivery
(1) Delivery times are given to the best of the Translator’s knowledge. However, they can only be expected dates.
(2) A delivery shall be considered as having taken place when the translation has been sent to the Client.
(3) Partial deliveries are admissible so far as they are reasonable for the Client.

5. Force Majeure
(1) Force Majeure Events that make it difficult for the Translator to fulfil her contractual duties or make them impossible shall give the Translator the right to postpone the fulfilling of her contractual duties for as long as these events last, plus an appropriate preparation time.
(2) The same shall apply in the case that the Translator depends on prior services by third parties being delivered correctly and in due time, that she has accomplished a matching cover transaction with due care and is not responsible for the delay or non-correct delivery.
(3) In case of an event as defined by (1) or (2) the Translator shall be entitled to withdraw from the contract.

6. Liability
(1) In cases of intent or gross negligence, the Translator shall be liable under the terms of the legal regulations. Furthermore, the Translator shall only be liable for claims due to loss of life, body and health and for infringements of essential contractual obligations. However, the claim for the infringement of essential contractual obligations is restricted to predictable damages typical of the contract. Liability for damages on legal assets caused by the delivery item, e.g. damages on other things, are excluded completely.
If the Client is a consumer, the stipulations of sentence 3 and 4 shall not apply in case of liability due to intention or gross negligence or in case of loss of life, body or health.
If the Client is a businessperson, the Translator’s is also liable in case of gross negligence restricted to predictable damages typical for the contract. For the rest, the regulation of sentence 4 shall apply.
The regulations of the previous paragraph shall extend to claims in addition to the performance and claims in lieu of the performance irrespective of the legal basis, in particular those due to defects, breach of duties deriving from the contractual obligation or tort. It shall also apply for claims of compensation of futile expenses.
The above regulations do not include a reversal of the onus of proof to the disadvantage of the Client.
(2) Possible infringements of copyright or other property rights caused by the translation are within the responsibility of the Client. The Client is obliged to indemnify the Translator from corresponding claims of third parties.
(3) The Client is obliged to notify the Translator in writing of deficiencies of the translation directly but at the latest within five days after receiving the translation. Otherwise the translation shall be regarded as accepted. The Client has to describe the deficiencies as precisely as possible. Rectification of defects shall be regarded as failed only after a second attempt. Those cases where a deadline is dispensable shall remain unaffected. In case of the existence of deficiencies, the Client has no right of retention as far as this is not appropriate in relation to the deficiencies and the expected costs of the supplementary performance (in particular the rectification of defects). Client is not entitled to put in a claim or right when he has not made payments that were payable and the amount due (including any payments already made) is comparable to the value of the defective translation.

7. Rescission of the contract by the Client
The Client can only withdraw from the contract within the legal regulations in case that the Translator is responsible for the breach of duty. In case of deficiencies, however, the legal regulations shall remain applicable. In case of a breach of duty, the Client has to declare after being requested by the Translator whether he will withdraw from the contract due to the breach of duty, or whether he insists on the delivery being made.

8. Remuneration in case of a premature termination of the contract
If the contract between the parties is terminated prematurely, the Translator is entitled to an indemnification in the amount of 20% of the contract value and in case of a translation for the minimum price in the amount of the minimum price. Alternatively, the Translator can demand the fee as agreed in No. 2 (1) for the performance she has provided up until then. The Client additionally pays the due VAT for this asserted claim in the legally determined amount. In regard to the claim, the Client has the right to prove that no damage has incurred or not in this amount. If the Translator has incurred a greater damage, the assertion of this claim remains explicitly reserved.

9. Reservation of proprietary rights
The translation shall remain property of the Translator until all outstanding claims of the Translator are paid completely. There is no previous right of use for the Client.

10. Payment
(1) Payment shall be due within 30 days commencing from Translator’s billing date.
(2) Any payments that exceed the period allowed for payment shall be subject to default interests in the amount of the base rate of the European Central Bank plus five percentage points.
(3) The Client may only offset such claims against the Translator’s claims that are undisputed or legally recognized.

11. Secrecy
(1) All information and texts expressly identified by the Client as confidential shall be maintained in confidentiality by Translator.
(2) Electronic transmission may endanger the protection of trade secrets and secret information as well as any other confidential data and information. The Translator shall not be responsible here.
(3) Glossaries and terminologies that Translator has produced in the course of the translation job shall not be deemed confidential and shall remain Translator’s property unless otherwise agreed in writing.

12. Limitation
The limitation period regarding claims and rights deriving from deficiencies – irrespective of legal basis – is one year. This limitation period also applies for further claims against the Translator, irrespective of their legal basis (including claims for compensation of futile expenses). It also applies if the claims are not connected with any deficiencies. The limitation period starts in any case with the delivery. The limitation period does not apply if the defect is due to intent or if it was fraudulently concealed. Nor does it apply in cases of claims for loss of life, body, health or freedom, in case of grossly negligent breaches of duty or in case of culpable breaches of essential contractual duties.

13. Applicable law and place of jurisdiction
(1) This contract shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) Place of jurisdiction shall be Cologne provided that Client is a businessperson, corporate body under public law or special property under public law or if he has no place of general jurisdiction inland.

14. Salvatorian Clause
(1) Modifications of and amendments to the contract including these regulations shall be valid in writing only. They have to be marked as such.
(2) Should any provision of theses conditions be null and void, nullified or unenforceable or should the contract contain a loophole, the validity of the other provisions of these terms and conditions of business will not be affected. In the place of invalid provisions or in order to bridge the gap, a valid provision shall be applied that shall come closest to what the contracting parties have wanted or would have wanted.
(3) All parties to the contract shall realize any necessary changes, amendments or adaptations of the contract in a spirit of good cooperation and considering shared economical interests.

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