General Terms and Conditions
1.1 These general terms and conditions apply to all legal relationships between Nathalie Puttfarken (the “Service Provider”) and the Client, and shall prevail over any terms and conditions referred to, offered, or relied on, by the Client, unless the Service Provider specifically approves the application of such Client terms in writing.
1.2 The Client agrees to the present General Terms and Conditions by signing the Service Provider’s quotation or by placing an order with the Service Provider.
2.1 Quotations and estimates issued by the Service Provider are free of obligation and subject to change until the service contract has become effective.
2.2 The Service Provider may revoke quoted prices or terms of delivery if she has not had the opportunity to view the entire text to be translated prior to issuing the quotation. The contract relating to the translation/proofreading service (the “Service Contract”) shall be deemed concluded upon the Client’s oral or written acceptance of the quotation submitted by the Service Provider by email or by letter.
2.3 The person or entity who placed an order with the Service Provider shall be the contracting party, unless said person or entity expressly stated beforehand that they are acting on behalf of a third party and furnished proof that the third party has granted them power of representation or that the third party has granted its prior consent to being bound under the Service Contrac with the Service Provider. The Client must provide the Service Provider with the name and address of the third party, in addition to the invoicing address, when placing the order.
2.4 If there is reason to doubt the Client’s liquidity, it shall on the Service Provider’s request make an advance payment at the Service Provider’s discretion prior to the performance of the translation/proofreading service.
2.5 If the translation/proofreading service is of considerably greater volume (exceeding 15,000 words or 1,300 lines) that previously agreed, the Service Provider shall be entitled to demand advance payment, and payment and delivery on a rolling basis.
3. Service Contract
The Service Contrac is concluded on the Client’s approval by email of the Contractor’s quotation or on the Client’s signature of the quotation and its return via fax. Quotations are only provided on receipt of the text, or the exact number of characters of the text, to be translated and of the subject matter and purpose of the text.
(2) The Client shall provide the Service Provider with the correct invoice address and the name of the party liable. If the Client wishes to enter into the service contract as the representative of a third party the Client must beforehand confirm and prove to the Service Provider in writing that he/she has been duly and properly authorised by the third party to conclude the service contract and shall provide the Service Provider with the third party’s direct telephone extension and personal email address in addition to the invoice address. The Service Provider is not obliged to verify the existence and validity of the power of representation. The Client is liable for all and any breaches of the above duties. If the Client wrongly claims the existence of a power of representation that in fact does not exist, or that has not been duly granted the Client shall be the contracting party and shall be personally liable to the Service Provider for all claims resulting from the business relationship with the Service Provider.
(3) The Service Provider shall not be liable for any delays, default, and/or any deficiencies resulting from an ambiguous, incorrect or incomplete order placed.
4. Client’s obligation to cooperate and clarify
(1) On entering into the Service Contrac, the Client shall notify the Service Provider of any particular form of procedure to be observed (translation of data carriers, number of copies, intended use, literal translation, legally relevant circumstances, e.g. submission of the translation to a supervisory authority for approval, etc.). If the translation is intended for publishing, the Client shall provide the Service Provider with a proof.
(2) On conclusion of the Service Contrac, the Client shall provide the Service Provider with any information and documents that are necessary for translation (glossaries of the Client, illustrations, drawings, charts, abbreviations, etc.), no corresponding prior request required.
(3) Use of specific Client terminology must be agreed expressly on conclusion of the Service Contrac. If the Service Provider does not receive specific terminology on conclusion of the service contract from the Client she will use standard legal terminology.
(4) The Client shall review the translation/proofreading services provided by the Service Provider for evident translation/proofreading errors (in particular in respect to numbers, dates and names) before using the translation/proofread text or prior to its publication.
(5) The risk of existing copyright licences or other third party rights to the text to be translated/proofread shall be borne by the Client. If a third party raises any claims against the Service Provider on the grounds of a violation of copyright or other industrial property rights the Client shall indemnify and hold harmless the Service Provider from and against any such third party claims.
(6) The Service Provider shall not be liable for a breach of any of the above obligations.
All offers and prices are without obligation and subject to change until the Service Contrac has been concluded. All prices are in € Euro, unless otherwise agreed. The Service Provider is entitled to demand advance payments or payments by instalments that are commensurate with the quantity of the text already translated in the case of large quantities of text. The Service Provider’s prices as specified in the quotation are net prices exclusive of value added tax.
6. Terms of delivery
(1) Terms and dates of delivery must be agreed on the conclusion of the Service Contract. The Service Provider shall only be in default after an extension of the term of delivery granted by the Client to the Service Provider in writing has lapsed. After this extension has lapsed the Client may refuse acceptance of the part of the translation that has not yet been delivered by that date and both parties shall thereupon be released from their obligations.
(2) The Service Provider shall not be in default if she or her subcontractors is/are is unable to perform her obligations on the grounds of force majeure, of circumstances for which the Service Provider is not responsible, or other circumstances that are beyond the Service Provider’s reasonable control. If non-compliance with the delivery term is due to force majeure the Service Provider shall be entitled to terminate the Service Contract or to request from the Client an appropriate extension of the delivery term. Force majeure for the purposes hereof shall include a failure of the external or internal transmission or communication network, or illness of the Service Provider or of her subcontractor/s. In such an event, the agreed delivery term shall be extended by the period of time during which the above-mentioned circumstances prevent performance of the contract. Any further rights, in particular claims for damages, shall be excluded.
7. Disturbance, force majeure, closure of the business and reduction of business activities, network and server defects, viruses
The Service Provider shall not be liable for loss and/or damage that is caused by a business disruption, in particular on the grounds of force majeure, e.g. acts of nature, network and server defects, transmission or transport disturbances, and any other obstacle for which the Service Provider is not responsible or that are beyond her reasonable control, e.g. illness. In the cases stated above, the Service Provider shall be entitled to partly or entirely terminate the contract. The same shall apply if the Service Provider partially or entirely closes her business or significantly reduces her business activities, in particular the online services, for a period of time exceeding two weeks.
Also, the Service Provider shall not be responsible for any loss or damage caused by viruses. If files are delivered by email, modem or by other means of telecommunication the Client must check the transmitted files and texts for transmission defects immediately on receipt.
(1) The Service Provider and her subcontractors provide the translation/proofreading services to the best of their knowledge.
If the Client does not raise any written objections immediately on, or at the latest within 5 days from, delivery the translation/proofread document shall be deemed fully approved and accepted. After the 5-day period, the Client waives any claims to which he/she may be entitled on the grounds of any deficiencies of the translation/proofread document.
(2) If the Client objects to an objectively existing and not only insignificant defect within the 5-day period, he/she must describe the deficiency in as much detail as possible and the Service Provider shall be given the reasonable possibility and a reasonable grace period to remedy the defect. This shall also apply to rush-orders with a short delivery term. Any further claims, including damages claims for non-performance, shall be excluded.
The Service Provider’s liability shall generally be limited to the amount of the translation/proofreading fee agreed between the Client and the Service Provider under the Service Contract.
(4) The Service Provider assumes no liability whatsoever for any translation mistakes that result from faulty, incorrect, or incomplete official or Client’s sources of information, documents, or terminology, or from information, documents, or terminology sources that the Client failed to supply within the due time, or that result from illegible, faulty, or incomplete texts. Beyond the above liability, the Service Provider shall be liable only for gross negligence and intent; liability for ordinary negligence shall only apply in the case of a violation of an essential contractual obligation. The Service Provider accepts no liability whatsoever in the case of third parties’ claims for damages.
(5) In the event that third party claims are raised against the Service Provider or the Client on the grounds of a translation/proofread text after the translation or proofreading service has been accepted by the Client, the Client shall fully indemnify and hold harmless the Service Provider from and against any such claims and from and against any liability.
9. Default on delivery, impossibility, termination
In the event of the Service Provider’s failure to deliver on the agreed delivery date for whatever reason, the Client shall be entitled to terminate the contract only if the Service Provider is responsible for such failure, if the Service Provider has significantly exceeded the delivery date and if the Service Provider fails to deliver the service within an additional grace period granted by the Client in writing.
Assignment of the Client’s contractual rights and obligations shall only be effective if the Service Provider grants its prior written consent.
11. Conditions of payment, default on payment
(1) The Service Provider’s fee shall be due and payable in full and without deduction on the Client’s receipt of the invoice. In the event that the Client is in arrears with payment, the Client shall be in default automatically and without warning 30 days after his/her receipt of the invoice. In the event of default on payment by the Client, an additional monthly interest of 10% on the fee plus reminder charges shall be due and payable in addition to the fee.
(2) The rights to the translation/proofread text shall pass to the Client on full and punctual payment.
12. Termination of the contract
The Service Contract may only terminated by the Client by written notice to the Service Provider and in the event that the Client has granted the Service Provider a grace period for the delivery of the agreed translation/proofreading service that the Service Provider has failed to meet. In the event of termination, the Service Provider shall be entitled to remuneration from the Client for any partial translation services already completed.
13. Retention of title
The Service Provider shall retain all copyrights and industrial property rights to the translation/proofreading service provided until full payment of the fee and of any other related charges. The Client shall not gain the right to use the translation/proofreading service until title to the translation and its related rights has/have been trasferred.
Transmission shall be at the Client’s risk. The Service Provider assumes not liability whatsoever for defective sending by mail, electronic or fax transmission of the texts to be translated/proofread and/or of any other related information or data, or for their loss, or for any other damage occurring during transport/transmission.
The Service Provider undertakes to keep strictly secret and to not disclose all and any facts of which she gains knowledge of during her business relationship with the Client that relate to the Client and the translated/proofread texts prior to, during and after the performance of the service contract and she undertakes to commit all her subcontractors to the same non-disclosure obligation. All documents will be treated with the utmost secrecy and will not be made accessible to a third party without the Client’s prior agreement, unless the document or the information contained in or related to it is publicly available or if she or her subcontractors are obliged by law or by an official or court order to disclose such information.
16. Applicable law and place of jurisdiction
The contractual relationship between the Client and the Service Provider and all legal relationships and claims resulting from it shall be governed by German law. The exclusive place of jurisdiction shall be Hamburg, Germany.
If one or several provisions in the present General Terms and Conditions is/are or become/s invalid, the validity of the remaining provisions shall not be affected. The invalid provision/s shall be replaced by a provision that comes closest to what the parties would have intended had they been aware of the invalidity. The same shall apply in the case of a lacuna in the Service Contract or the present General Terms.