No individual part of these General Terms and Conditions shall be considered as a separate entity or be applicable in isolation from the other parts. The section numbering and headings are intended solely to improve the legibility of the document and have no relevance to the meaning of the document as a whole.
1. Validity of these General Terms and Conditions
On placing a job order, the individual, corporate body or other legal entity (hereafter referred to as “the Client”) enters into a binding agreement with Translation Gesellschaft für wissenschaftliche Übersetzungen mbH (hereafter referred to as “the Company”). Unless otherwise agreed in writing or otherwise prescribed by legislation, this business relationship shall be subject to the following General Terms and Conditions (hereafter abbreviated to "General Terms") of the Company. With effective placement of a job order (see section 2), the General Terms of the Company shall be considered to have been accepted by the Client even if the Company has not made specific reference to the General Terms in the context of acceptance of the job. With the publication of these General Terms, all previously published versions of the General Terms cease to be valid. Even if individual sections of these General Terms prove to be null and void, the validity of these General Terms as a whole shall not be affected. The General Terms of the Client shall be binding only if these have been explicitly accepted by the Company.
2. Placing and acceptance of jobs
A job order shall be considered to have been placed with the Company as soon as the Company receives a categorical job order for work from the Client in oral, written or electronic form or other unequivocal request to commence the work.A job order shall be considered to have been accepted by the Company as soon as the Client receives a job confirmation from the Company in written or electronic form. If the Client places a job order with the Company for simultaneous processing of one or more documents in more than one target language (e.g. translation of a single document into five target languages), the translation of the original document into each of the target languages shall be considered to be a separate job.
The Company reserves the right to subcontract accepted job orders in part or whole. The responsibility for the completeness, accuracy and appropriateness of the processed job and for meeting any agreed deadlines shall remain with the Company, subject to the restrictions specified in Section 7 (Delivery) and Section 11 (Force majeure).
4. Obligation to cooperate and provided information
The Client shall inform the Company in good time and in sufficient detail of its requirements with respect to the processing and delivery of the job. Information and documentation which are to be taken into account during the processing of a job must be made available to the Company by the Client, without explicit request and in good time. Should the Client's specifications with regard to a job be incomplete, unclear, or make no reference to previously submitted clear job specifications, the Company reserves the right to complete the job on the basis of such information as is available to the Company. The Company will assume that the job (product or service) is to have the following specifications, unless otherwise stipulated by the Client at the time of placing the job order:
• The target document is to have the same format as the original document
• All headers and footers, footnotes, literature references, tables, appendices, graphics (photographs, drawings, diagrams etc.), stamps, seals, coats-of-arms, handwritten notes and entries shall be included
• Texts shall be prepared using the program "MicrosoftWord for Windows"
• Flow charts shall be prepared using the program "Microsoft Visio"
• The charge for translation of a document shall be based on a character count using the character count function in "MicrosoftWord for Windows"
• The job is to be completed as soon as possible
• Completed documents shall be returned to the Client by unencoded electronic mailing systems (email, fax).
When placing a job order, the Client shall clearly specify the intended use of the document, e.g. whether it is for
a) information purposes only (e.g. in-house use)
b) publication or advertising
c) legal purposes or patent proceedings
d) some other purpose, which may be of relevance to the style of the text.
If the Client provides incomplete or non-specific information regarding the intended use, the Company reserves the right to process the text as it sees fit applying one of the categories set out above, as if the Client had stated the intended use in this form. The specifications of the job set out in the job confirmation sent by the Company shall be considered to be correct and accepted by the Client unless the Client informs the Company of alterations to these specifications at the latest by the next working day after the day on which the job confirmation was sent by fax.
Errors and omissions in the processed job, which occur because the Client has failed to inform the Company of the required specifications, shall not be the responsibility of the Company.
5. Text amendments and/or change of use of a translation
Any amendments (including e.g. corrections) to a translation the Client intends to make shall be carried out in cooperation with the Company. Should the Client wish to use a translation for any purpose other than that originally stated, confirmation from the Company shall be obtained that the translation is suitable for the new purpose. If, without consulting the Company, the Client makes any changes or corrections to a translation, or uses it for any purpose other than originally stated, the Company shall not be liable for any resultant consequences or ensuing costs.
6. Prices, minimum job value, cost estimates, invoicing and terms of payment
6a. Prices and minimum job value
The basis for invoicing of services provided by the Company shall be the Price List valid at the time of invoicing. If prices other than those stated in the valid Price List are to apply to a particular job, this must be agreed between Client and Company in advance. The Company will accept job orders to a minimum value of €50.00 (net value). The Company reserves the right to refuse to accept jobs of lower value or to charge a flat rate of €50.00 (net value). Valid added tax shall be charged, where applicable, at the current VAT rate at the time of invoicing. No value added tax will be charged on jobs completed for clients in the United States of America, Switzerland and EU countries outside Germany.
6b. Rush orders
Following consultation with the Client, the Company reserves the right to charge a higher rate (urgency surcharge) for rush orders. A rush order is a job with a completion time (time between job confirmation and delivery deadline) that is unusually short in relation to the size of the job so that greater effort will be required in order to complete the job in a timely manner.
6c. Cost estimates
Cost estimates issued by the Company shall be valid for 3 weeks from the date of issue, excluding errors and omissions and alterations to the rate of value added tax.However, a cost estimate for a job shall have no binding contractual character either for the Company or the Client. Estimates shall be considered to have solely guideline character in providing information on the expected financial costs for the Client. For all large volume projects (> € 5000 net value), the Company will, in general, prepare a cost estimate on the basis of the project information provided by the Client. On commencement of a major project, the Company reserves the right to request a down payment from the client of 30% of the estimated total price. Cost estimates for small volume projects will be prepared by the Company at the request of the Client.
6d. Charges for services
Translations will generally be invoiced on the basis of the character count of the target text. The Company will count the characters in the target language text using the standard character count function in MicrosoftWord. The character count will include repeated text, tables and literature references. Clients are free to delete any repeat or unwanted parts of the original document text. A different method to that specified above may be used to calculate the charges for a translation, if this is justified in view of the type of document and the processing required (e.g. processing of diagrams and graphics). In this case, the Company will contact the Client to agree the basis for calculation of charges prior to confirming acceptance of the job. If the Client changes the nature or scope of a job after the Company has confirmed acceptance and started work (including preparatory work) on the job, the Company reserves the right to charge for all work undertaken to this point of time in full. Should a job be expanded or additional input on a job be requested, the Company shall be released from previous agreements given in respect of price, completion form and delivery date. New agreements on these aspects can then be made with the Client. Clients have the right to cancel a job at any time after receipt of the Company's confirmation of acceptance, assuming that the parties have already agreed on a procedure for providing compensation for services already supplied and loss of other business arising from binding of capacity. If no such agreements exists, the Company reserves the right in such situations to charge for services already supplied and loss of other business arising from binding of capacity. Failure to meet deadlines by the Company shall not, as such, entitle the Client to withhold payment for completed work, unless the deadline is an essential part of the job accepted by the Company, and this has been expressly agreed upon in writing prior to acceptance of the job.
6e. Terms of payment and ownership
Payment is due within 14 calendar days after receipt of the invoice by the customer. Payments must be made in full, unless otherwise explicitly agreed with the Company. When invoices are sent by standard letter post within Germany, it shall be assumed that the Client has received the invoice within 3 days of the date of posting/forwarding to the mail carrier. The Company reserves the right to charge interest at standard market rates on unpaid invoices. The interest shall be owed in addition to the invoiced charges. In particular in cases where payment is made from countries outside Germany, the Client must ensure that the invoiced amount specified by the Company is paid in full to the Company, without deduction of bank and transfer charges. The documents prepared by the Company in the context of a job shall remain the property of the Company until the invoiced amount has been paid in full.
The Client shall stipulate the delivery requirements (form, deadline, address/recipient) clearly and without specific request when placing a job. If the Client fails to provide clear or full instructions regarding delivery, the Company shall apply the following standard delivery conditions:
•Delivery form: unencoded data transfer by email
• Deadline: as soon as possible
• Address/recipient: the contact person placing the job (private individual or member of staff of the company placing the job).
The Company shall bear no responsibility for the loss of a delivery (e.g. sent by electronic data transfer, letter post, courier or fax) from the time of point of dispatch of the data or release of the documents to a representative of the mail carrier. When documents are sent by standard letter post within Germany, it shall be assumed that the delivery has been received by the recipient within 3 days of the date of posting/forwarding to the mail carrier.
Documents and information in any form which are made available by the Client to the Company in the context of a job and the documents prepared by the Company as part of a job shall be treated as confidential by the Company as far as possible.
The Company is unable, however, to guarantee absolute confidentiality: for example, there is the risk that unauthorised third parties may obtain access to data transferred by electronic mailing systems. The Client must inform the Company of any special requirements with regard to confidentiality of documents and information when placing the job.
9. Rectification of deficiencies
The Company shall rectify any deficiencies in a job at the request of the Client, assuming that the Company bears the responsibility for the deficiencies and it is possible to rectify such deficiencies retrospectively. The Company reserves the right to revise a completed job in order to rectify any identified deficiencies. The Client must inform the Company in detail and in written form of any identified deficiencies in a translation within 10 working days of delivery of the job. Should the Client fail to inform the Company of deficiencies within 10 working days of delivery, it shall be assumed that the job has been completed in accordance with the agreement. If it is not possible to rectify deficiencies, the legally stipulated warranty obligations shall apply, unless other agreements have been made.
10. Copyright and responsibility for the content of original texts
The Client must ensure that he/she owns the copyright of the original text and/or has the right to commission processing of the original text. The Company reserves all rights under copyright law with regard to the documentation processed as part of a job. The Client shall be responsible for the contents of the original text and will thus bear sole responsibility if the publication or distribution of a document prepared by the Company on job for the Client results in legal regress because its content is legally, factually or otherwise erroneous or incorrect.
11. Force majeure
In the event of force majeure, the Company shall notify the Client as soon as possible, stating the circumstances. Situations of force majeure shall entitle both the Company and the Client to withdraw from a job. Nevertheless, the Client undertakes to pay the Company for work already completed. Force majeure includes strike, lockout, industrial action, hindrance due to major public events, natural disaster, act of war, etc.
12. Applicable law
German law shall apply to the job and all associated claims.