General Terms of Business and Order Conditions

1. Applicability

(1) The following general terms of business and order conditions shall apply to contracts between the contractor (Maria Geyer) and the contractee (client), whose subject matter is language services, unless expressly agreed otherwise or mandatory by law.

 

(2) The following general terms of business and order conditions shall be acknowledged by the contractee upon placing the order and shall apply for the entire duration of the business relationship, i. e. also for future transactions.

 

(3) General terms and conditions of the contractee shall only be binding on the contractor if the contractor has expressly agreed to them in writing.

2. Obligation of the contractee to cooperate and provide information

(1) The contractee shall inform the contractor in good time (at the time of placing the order at the latest) about the desired forms of execution of the order (purpose, form of delivery, number of copies, print readiness, external form of the text, etc.). If the text is intended for printing, the contractee shall provide the contractor with a proof copy in good time before printing, so that the contractor can make any necessary changes. Names and figures must be checked by the contractee.

 

(2) In the case of translations, the intended purpose of the translation shall be indicated. If the contractee uses the text for any purpose other than that for which it was commissioned and delivered, the contractee shall not be entitled to any claims for damages against the contractor.

 

(3) Information and documents (e. g. glossaries, terminology, illustrations, drawings, tables, abbreviations, internal terms, etc.) which are relevant for the execution of an order must be provided by the contractee to the contractor without being requested and in good time (at the latest when the order is placed).

 

(4) The contractor shall not be liable for errors and delays resulting from the lack or delay in the delivery of information material and instructions or from non-compliance with this obligation to cooperate and provide information.

 

(5) The contractee shall assume liability for the (utilisation) rights to a text and shall ensure that a translation may be made. The contractee shall indemnify the contractor from any corresponding claims (copyright or personal rights) of third parties.

3. Scope of the order, execution and rectification of deficiencies

(1) Each order shall be carried out in accordance with the principles of proper professional practice. The contractee receives the contractually agreed copy of the order.

 

(2) Unless no documents or special instructions have been provided by the contractee (before or at the time of placing the order), technical terms shall be reproduced or translated in the generally accepted, lexically acceptable or generally understandable version.

 

(3) Translations: If the contractee wishes to have a particular terminology used in the translation, he must inform the contractor  of this fact at the same time as submitting the documents required for this purpose (before or at the latest when placing the order). This also includes language variants or terms that should remain in the language of the original text.

 

(4) Special spellings that deviate from the current spelling standard and are not to be corrected require an express written agreement on the part of the contractee. If the contractee fails to comply with these information and cooperation obligations, the contractee may not object to any deficiencies after execution of the order.

 

(5) The contractor reserves the right to supplementary performance and/or rectification of deficiencies. If the contractee complains about (objectively existing, not insignificant) deficiencies in the execution of the order, the contractee shall initially only be entitled to have these deficiencies remedied by the contractor. The claim for supplementary performance and/or rectification of deficiencies must be asserted by the contractee in writing and without delay to the contractor, stating the exact deficiencies. The contractee shall grant the contractor a reasonable period of time for reworking.

 

(6) Translations: The contractor shall not be responsible for any deficiencies in a translation caused by poorly legible, incorrect or incomplete text sources or by faulty or wrong customer-specific terminology.

 

(7) The entitlement to reworking is excluded if the notification of deficiencies has not been received within two weeks (14 days) after the completed work has been submitted.

 

(8) In the event of failure of reworking or replacement delivery, the statutory warranty rights shall be revived, unless otherwise agreed.

 

(9) Delivery dates and delivery periods are agreed upon placing the order and are binding.

 

(10) A precondition for adherence to the delivery period is the timely receipt of all documents and/or data to be supplied by the contractee in the specified or required scope and format. The contractor shall not be deemed to be in default if the service is not rendered due to a circumstance for which the contractor is not responsible.

 

(11) If non-compliance with a delivery date is based on force majeure, the contractor shall be entitled to withdraw from the contract or to demand a reasonable period of grace from the contractee. Further rights (e. g. claims for damages) are excluded in these cases. Force majeure shall be deemed to be the occurrence of unforeseeable events that demonstrably have a decisive effect on the contractor's ability to execute the order as agreed.

 

(12) If the subject matter of the order is changed, delivery periods and fees shall be renegotiated.

 

(13) In the case of the transmission of texts by means of data transfer (e. g. email), the contractor shall not be liable for any defects and impairments (such as virus transmissions, breach of confidentiality obligations by third parties) that may arise as a result thereof, unless the contractor is guilty of gross negligence.

4. Liability

(1) The contractor is generally liable only in case of grossly negligent or intentional breach of obligations. Damage caused by computer breakdowns and transmission problems during email transmission or by viruses cannot be classified as gross negligence. The contractor shall not be liable for indirect damages resulting from a faulty correction, nor for delays or deficiencies in execution caused by an unclear, incorrect or incomplete order placement. The liability for slight negligence shall apply exclusively in the case of breach of essential contractual obligations.

 

(2) A liability of the contractor for damage or loss of the materials handed over by the contractee is excluded. The contractee must ensure that their data is adequately protected.

 

(3) Translations: Stylistic formulations strongly depend on the reader's sense of language. The contractor is therefore not liable for complaints relating to style and choice of words if the meaning is correct. Reworkings in this respect are excluded.

 

(4) All claims for damages against the contractor shall be limited to the invoice amount (net) unless otherwise prescribed by mandatory statutory provisions. Excluded from this limitation of damages are cases in which the damage was caused grossly negligent or intentionally. There is no liability for loss of profit or consequential damages.

5. Confidentiality obligations

(1) The contractor assures to maintain confidentiality regarding the content of texts, information, data etc. provided.

 

(2) Seamless confidentiality cannot be guaranteed, in particular through communication in electronic form (e. g. email) between the contractee and the contractor. The contractor shall not be liable for such interventions by third parties.

 

(3) In the interest of the contractee, the contractor is entitled, but not obliged, to make backup copies of source and target texts, reference material, work results etc. and to keep this data.

6. Involvement of third parties

(1) The contractor shall be entitled to call on expert third parties for the execution of the order.

 

(2) If expert third parties are involved, the contractor shall ensure that they undertake to observe confidentiality in accordance with point 5.

7. Remuneration and basis for the calculation

(1) The scope of a translation is determined by the number of words in the source text (unless otherwise agreed in writing).

 

(2) All other services offered and performed by the contractor shall be invoiced based on time and effort (unless otherwise agreed in writing).

 

(3) The invoiced remuneration of the contractor is due in full (without deductions) within 30 days of the invoice date.

 

(4) In addition to the agreed fee, the contractor is entitled to the reimbursement of actual expenses incurred. In all cases, the value added tax will be charged in addition, as far as legally required. In the case of extensive orders, the contractor may demand an appropriate advance payment on his remuneration. The contractor can make the handing over of the work results dependent on the prior payment of the full fee.

 

(5) In the event of late payment, interest for late payment and compensation for recovery costs according to EU law will be charged. If the contractor has demonstrably incurred a higher damage caused by the delay, the contractor is entitled to assert this damage.

 

(6) If the amount of the fee has not been agreed on, an appropriate and customary remuneration according to type and difficulty is owed.

8. Reservation of proprietary rights and copyright

(1) The contractee shall only have the right to use the work result (e. g. translation) completed by the contractor after full payment of the invoiced remuneration. The result of the work remains the property of the contractor until full payment has been made.

 

(2) The contractor reserves the copyright to all work results completed by the contractor.

9. Contract termination

(1) The contractee may terminate the order (contract) placed with the contractor until completion of the contract work only for good cause. The termination shall only be effective if it has been declared in writing to the contractor. In this case, the contractor shall be entitled to compensation for loss of profit up to a maximum of the value of the order and to reimbursement of the costs incurred up to the time of receipt of the termination of the contract.

10. Applicable law

(1) French law shall apply to the orders placed with the contractor and all claims arising therefrom.

 

(2) The invalidity or ineffectiveness of individual provisions shall not affect the validity of these terms of business and order conditions. In this case, the invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the regulatory objective (economic result or intended purpose) pursued by the invalid or unenforceable provision.

11. Alterations and additions

(1) Alterations of and additions to these terms of business and order conditions shall only be valid if they have been agreed in writing.

Last updated in January 2018