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General Terms and Conditions Sabine Haller Übersetzungen GmbH
Section 1 Scope of application
1. The customer shall notify the translation agency in good time in respect of the particular form of the translation (target language, format, translation on data carriers, number of engrossments, target date, certification, readiness for printing, external appearance of the translation etc.). The customer shall provide the translation agency with a copy for proofreading if the translation is intended to be printed.
2. The customer shall provide the translation agency with all the information and documents required for the creation of the translation without being requested to do so, in good time and in full. The text to be translated shall be made available to the translation agency if possible in digital form.
3. Mistakes which result from non-observance of these duties shall not be ascribed to the translation agency.
4. Flawed translation on account of illegibility of the original text shall not be ascribed to the translation agency.
5. In case of pure translation of the text provided to the translation agency, the latter does not assume any guarantee for the retention of formatting, layouts or other parts of the optical design.
6. In case of editable standard documents (Word, Excel and PowerPoint), the translation will be done in the original document itself. In such cases, the translation agency will try to maintain the formatting, layout and other parts of the optical design. However, the translation agency does not guarantee this, since it is possible that formatting, layouts and other parts of the optical design – tables in particular – may shift or otherwise be changed due to different text lengths in the respective language.
7. Otherwise, amendments and additions to the contract require written form.
Section 3 Prices and payments
1. Our prices are based on the analysis of the source text. The customer shall receive from us a corresponding price quote, which is a non-binding offer. If unusually high additional effort and expense is incurred during execution of the order (e.g., for excessive research), this will be additionally invoiced on the basis of our hourly rate. Our prices are net prices except where expressly indicated that they are gross prices. Value-added tax will be shown separately in the account at the statutory rate on the day of invoicing.
2. A minimum fee shall be charged for small orders where a price per word or line does not correspond with the actual expenditure
3. The price charged is net (without deduction) and due for payment within 14 days of receipt of the account, unless otherwise stated in the confirmation of order, except where different payment terms have been agreed with the customer.
4. The translation agency may charge interest in the event of delay in payment in the amount of 8 % p.a. above the base lending rate applicable at the time of commencement of default.
5. The customer shall only be entitled to rights of set-off if his counter-claim is judicially final, uncontested or acknowledged by us. The customer shall also not be entitled to any right of retention on account of contested counter-claims.
6. We may require payment in advance or security for a reasonable period and refuse the service until satisfaction of our demand, if a substantial risk to our claim to payment shall arise after conclusion of contract on account of a material deterioration in the financial circumstances of the customer. We may rescind the contract and demand compensation in stead of payment, on refusal by the customer or after unavailing expiry of a period of notice.
Section 4 Delivery time
1. The beginning of the period for delivery stated by us pre-supposes clarification of all duties of co-operation under section 2 hereto. The period for delivery ensues from the particular confirmation of order. The original offer thus does not constitute a binding assurance.
2. Delivery periods are not guarantied in the absence of agreement in respect of the delivery date.
3. The contractual partner shall send to the translation agency a confirmation of receipt of the translation or, if the agreed delivery date has been exceeded, a request for delivery of the translation in order to ensure that the delay is not caused by IT problems.
4. We may demand reimbursement to the extent that loss shall arise for us, including any additional expenditure, if the customer shall be in default in acceptance or if he shall be in breach of other duties of co-operation within the scope of section 2 hereto. The right to make further claims remains reserved.
5. The risk of accidental loss of translation documents passes to the customer at the point in time at which he is in default in acceptance or in arrears with payment, provided that the pre-conditions contained in paragraph 3 hereto are present.
6. The translation agency may finish work later after cessation of the obstacle in the event of delays in delivery by reason of force majeure, official action, natural disasters, war, insurrection, work stoppage in own firms, sub-contractor firms or transport operators, or by reason of other circumstances for which we are not responsible. Both parties may however cancel a concluded contract wholly or in part if one of the events aforesaid shall lead to a delay in delivery of more than three months in excess of the agreed period. Further claims by the contracting parties are excluded.
7. We accept liability according to the statutory provisions where the delay in delivery is due to wilful or grossly negligent breach of contract for which we are responsible (sections 276 (3), 309 No. 7 BGB) in as far as death, personal injury or impairment to health are not involved. Negligence on the part of our representatives or servants is to be attributed to us. Our liability to pay compensation is limited to foreseeable damage typically arising, unless the delay in delivery is due to wilful breach of contract for which we are responsible.
8. We also accept liability according to the statutory provisions to such an extent as the delay in delivery for which we are responsible is due to negligent breach of a material contractual duty. In this event however, the liability for damages is limited to the at the time of conclusion of the contract foreseeable damage typically arising.
Section 5 Liability for shortcomings
1. The translation can be completed according to DIN EN 15038 on request. Specialist terms are translated in the version in common use, lexically reasonable or generally understandable, unless documentation or special instructions from the customer have been provided.
2. Shortcomings in the translation attributable to barely legible, incorrect or incomplete original text, or imperfect or incorrect terminology provided by the customer, do not lie within the area of responsibility of the translation agency and do not justify any claim by the customer for correction. This also applies to abbreviations specific to the order which have not been provided by the customer on placing the order.
3. Obvious shortcomings must be reported by the customer with justification in writing within a complaint period of two weeks from acceptance. If the client is an entrepreneur, the translation must be checked immediately after acceptance and any obvious shortcomings are to be reported immediately; otherwise, the assertion of warranty claims is excluded.
4. Otherwise, we accept liability for shortcomings in the translation, on exercise of proper duty of co-operation of the customer, as follows:
4.1 We are entitled at our option to eliminate the shortcoming or provide a flawless translation (hereinafter referred to as “subsequent performance”) if a shortcoming is present in the translation.
4.2. It is a pre-condition for this, that it is not a trivial shortcoming which is involved.
4.3. We may refuse subsequent performance if one of the two, or both types of this subsequent performance, is impossible or disproportionate
4.4 Furthermore, we may refuse subsequent performance for such periods as the customer fails to fulfil his duties of payment towards us to an extent which accords with the flawless part of the performance.
5. The customer shall have the choice either proportionately to reduce the agreed remuneration as defined by section 4 hereto, or to cancel the contract in accordance with statutory provisions, if the subsequent performance specified in paragraph 3 hereto should be impossible or be of no avail. This shall apply more particularly on negligent delay or refusal of subsequent performance, equally as when this shall have failed on two occasions.
6. Unless otherwise stated in the following, further claims by the customer for whatever legal grounds (more particularly claims to damages for breach of secondary contractual duties, unlawful acts as well as other tortious liability and claims to reimbursement of expenses, with the exception of those according to section 439 (2) BGB) are excluded. This shall apply more particularly to claims for losses outside the subject matter of contract as well as to claims for compensation for loss of profits.
7. The exclusion of liability provided for in paragraph 6 hereto shall not apply to the extent that an exclusion or limitation of liability for damages resulting from death, personal injury or impairment of health is agreed which is due to negligent breach of duty by the translation agency, its legal representatives or its servants. Likewise it does not apply to the extent that an exclusion is based on a wilful or grossly negligent breach of duty of the translation agency or on a wilful or grossly negligent breach of duty of a legal representative or servants of the user.
8. Liability is not excluded on negligent breach of a material contractual duty. In this event however, the liability for damages is limited to foreseeable damage typically arising.
9. The before-mentioned provisions shall apply correspondingly in the event of reimbursement of expenses.
10. The claim to subsequent performance and claims for damages are subject to limitation of one year following delivery of the translation documents. Claims to a price reduction and exercise of a right of cancellation are excluded in as far as the claim to subsequent performance is barred by lapse of time.
Section 6 Liability
1. Liability for damages in excess of that provided by section 5 hereto (irrespective of the legal nature of the claim) is excluded.
2. To such an extent that liability for damages is excluded or limited against us, this applies also in respect of personal liability for damages of our employees, associates, legal representatives and servants.
3. The translation agency uses the most up-to-date versions of protection programs, which is why it accepts no liability for damage caused by viruses, Trojans, worms, spyware, adware or other malicious software.
4. Liability of the translation agency for damage or loss of materials delivered by the customer is excluded. We shall cover with separate transport insurance the return of documents delivered to us in original after performance of the contract, where the customer requires this. The customer shall bear the costs arising in this respect
Section 7 Maintenance of secrecy and data protection
1. The translation agency undertakes to treat in confidence the information and documentation delivered by the customer in connection with the contract
2. Translated documents, if these are communicated to the customer by means of data transmission, shall be provided with access identification characters and/or passwords for maintenance of secrecy, if so demanded by the customer.
3. Our privacy statement can be found on our website under the heading “Data protection”.
Section 8 Retention of title and copyright
The translation remains the intellectual property of Sabine Haller Übersetzungen GmbH until payment has been received in full. All translation memories created, maintained and used by the translation agency are and completely remain the property and intellectual property of Sabine Haller Übersetzungen GmbH. If translation memories are made available by the customer, the same applies to any new entries in the translation memory and to any changes to existing segments. Provisions that differ from this shall be agreed separately for the order and/or customer.
The client obtains ownership and the right to use the translation only after payment has been made in full.
Section 9 Cancellation of contract
1. The customer may only cancel the contract prior to completion of the translation work for compelling reason. The translation agency may demand the agreed remuneration according to section 3 hereto if the customer shall cancel. It shall however allow that to be taken into account what, as a consequence of cancellation of the contract, it saved in expenditure or gained through other application of the working capacity, or maliciously failed to gain.
2. Notice of cancellation is only effective if served on the translation agency in writing.
Section 10 Place of jurisdiction and place of performance
1. Our location of registered office (Villingen-Schwenningen) is the place of jurisdiction provided that the customer is an undertaking within the meaning of section 310 BGB. We may however also take legal action against the customer in the court at his place of residence or registered office.
2. Our location of registered office is the place of performance unless otherwise stated in the confirmation of order.
Section 11 Law of the Federal Republic of Germany
All legal transactions concluded between the translation agency and the customer are subject to the law of the Federal Republic of Germany. The United Nations Treaty concerning international sale of goods is excluded.
The German version of these General Terms and Conditions of Business shall take priority in the event of differing versions.
Section 12 Severability clause
1. Should any of these terms and conditions be or become invalid in whole or in part for any reason, the validity of the remaining terms and conditions shall remain unaffected by this. From the beginning of the invalidity, the parties shall undertake to replace the invalid condition with a provision that comes as close as possible to the economic effect of the invalid condition.
2. If the contract contains a gap, the parties shall undertake to supplement the contract with an appropriate provision which they would have agreed in accordance with the spirit and purpose of the contract if they had considered this item upon conclusion of this contract or upon later inclusion or amendment of a provision.