GENERAL TERMS AND CONDITIONS
I. Applicability of General Terms and Conditions
(1) These General Terms and Conditions of TL TRANSLATIONES GmbH (TRANSLATIONES) shall become the terms of the contract unless agreed otherwise or opposed by mandatory provisions of law. For follow-up orders and within the scope of long-term contractual relationships, the respectively current version of the General Terms and Conditions of TRANSLATIONES shall apply.
(2) In so far as opposing general terms and conditions of the customer exist, these shall be valid only if and in so far as they are acknowledged in writing by TRANSLATIONES.
II. Conclusion of contract, content of assignment
The contract comes into effect as soon as TRANSLATIONES accepts the assignment, or as soon as the customer accepts an offer from TRANSLATIONES in unaltered written form (§ 126b German Civil Code). If the order is confirmed in writing, the contents of this document shall be considered agreed unless objection is immediately raised by the other party.
III. Obligations upon the customer to cooperate and provide information for translations
(1) The original is to be made available to TRANSLATIONES in its entirety, including all explanatory additional items such as tables, graphics, etc. The customer undertakes to assist TRANSLATIONES if necessary by providing relevant materials and information (e.g. specialist literature, terminology lists, glossaries, abbreviations, images, parallel texts and background texts [DIN 2345 item 3.2], company tours).
(2) Particular urgency of the assignment shall be notified in writing, no later than with the placement of an order, stating the desired delivery deadline.
(3) The customer shall name a competent contact person who shall be available to answer queries.
(4) Upon request, the customer shall explain the textual function of the target text, and shall state the target group and intended use of the translation. The customer may only use the translation for the intended purpose.
(5) Special production requirements (translation on data media, formatting, multiple copies, print readiness, special external form of the translation) are to be agreed separately.
(6) Special content features must be agreed expressly, in particular:
(a) The use of particular terminology or language specific to an organisation; the customer shall make appropriate documents available for this purpose (e.g. in-house editorial guidelines or translation manuals);
(b) The use of a particular language variant (e.g. American English);
(c) The use of a controlled language [DIN 2345 item 3.2.8: language with limited vocabulary and limited rules of expression]; in this case the customer must provide documents that clearly show the rules of the controlled language for the target language.
Specifications that are arranged after the order is placed entitle TRANSLATIONES to charge for any extra costs as per item VII (3) of these General Terms and Conditions.
(7) TRANSLATIONES shall not be held responsible for performance delays caused by a lack of cooperation on the part of the customer.
IV. Customer’s obligation to cooperate and provide information for interpretation assignments
With regard to interpretation assignments, the customer shall punctually (in general, no later than one week before the assignment) provide the materials and information necessary for preparation, in particular any speech manuscripts and/or glossaries.
For the acceptance of work (especially translations), § 640 German Civil Code shall apply; the period for acceptance is 10 working days.
VI. Warranty, liability
(1) With regard to the warranty for defects, the statutory guarantee provisions shall apply, in particular TRANSLATIONES’ right and obligation to make subsequent improvements in the event that a translation exhibits shortcomings.
(2) TRANSLATIONES’ liability for damages arising from contractual performances is limited to typically foreseeable damages. Only in cases of intent or gross negligence shall TRANSLATIONES be liable for damages arising from performances other than material contractual obligations.
3) The amount of liability for damages is limited as follows:
– for personal injury to three million euros,
– for material damage to one million euros,
– for financial losses to five hundred thousand euros
per claim. The limitation of liability does not apply in cases of wilful intent or gross negligence. Where necessary, the customer can and must give notice of a higher insurance risk before placing the order so that TRANSLATIONES can increase its insurance cover and, if necessary, take account of the increased insurance costs in the price.
VII. Calculation of fees, obligation to inspect invoices
(1) The fee for translation services is calculated on the following basis:
The basis for the calculation is the German standard line, corresponding to 55 keystrokes (including spaces). Unless agreed otherwise, the fee shall be calculated
(a) According to the number of characters in the source text, provided the text exists in a countable format;
(b) According to the number of characters in the target text in the case of non-overwritable formats, and also if an agreement to this effect has been made;
(c) In case of doubt, the fee shall be calculated according to the number of characters in the translated text.
(2) TRANSLATIONES reserves the right to invoice for extra expenditure of time and effort and special services (e.g. information procurement, special production requirements) at a usual and reasonable hourly rate not less than the currently applicable rates in the German Court Payment and Reimbursement Act (Justizvergütungs- und Entschädigungsgesetz; JVEG).
(3) If the customer makes subsequent alterations to the order, for instance in the form of additional specifications, TRANSLATIONES is entitled to specific remuneration for the contractual performance according to the basis on which the price was calculated, and for the specific costs, if this entitlement is announced by TRANSLATIONES before commencement of the additional performances.
(4) Interpretation services are generally charged for according to the language and the respective daily rate plus VAT and any additional expenses (e.g. equipment, travel costs).
(5) Upon cancellation of a translation assignment for which TRANSLATIONES is not responsible, TRANSLATIONES can, instead of invoicing according to § 649 German Civil Code, charge a lump sum of 10% of the remuneration which was agreed, or which is calculated from the order volume and the agreed line rate. If TRANSLATIONES receives notification of the cancellation later than one working day after placement of the order, TRANSLATIONES can charge a lump sum of 40% of the contractual remuneration. With proof of more savings in time and effort, the customer is entitled to reduce the lump sum accordingly. This provision applies for partial cancellations accordingly.
(6) Upon cancellation of an interpretation assignment, the full fee shall be paid, less savings made in time and effort; reimbursement shall be provided for time and effort already expended (e.g. equipment, travel costs). In the event that after the cancellation it was possible to accept another assignment which otherwise would not have been possible to accept, the fee paid for the new assignment shall be offset against the fee for the cancelled assignment.
(7) TRANSLATIONES is entitled to charge VAT at the statutory rate. Quoted prices are net prices unless specified otherwise.
(8) TRANSLATIONES is entitled to demand a reasonable advance payment. In the case of extensive translation assignments and interpretation assignments of longer duration, TRANSLATIONES shall be entitled to invoice for part-payments and partial deliveries.
(9) Invoices for fees should be checked immediately upon receipt. The fee rate and where applicable the stated time expenditure shall be considered accepted if not objected to in writing, stating reasons, within three weeks of receiving the invoice.
VIII. Payments, right of retention
Invoices are due for payment without discount no later than 15 days after the date of the invoice, unless a different time period has been agreed in writing. In the event of delay or default of payment, including in respect of invoices for advance payment or part payment, TRANSLATIONES is entitled to withhold the performance.
IX. Retention of title and copyright
(1) The translation remains the property of TRANSLATIONES until payment has been made in full. Until such time, the customer may use the translation only in cases where its use cannot be delayed.
(2) TRANSLATIONES reserves copyright of translation and interpretation services.
(3) The irrevocable and transferable right of use of translations, unlimited in time or geographical scope, shall be transferred, subject to payment in full. For translations of texts which do not originate from the customer’s sphere of activities, in particular published or privately circulated texts such as laws, ordinances, rules, regulations and newspaper articles, only a simple, non-transferable right of use for the customer’s own use shall be transferred, unless otherwise agreed in the order confirmation.
(4) Recording and re-use of interpretation services is only permissible within the framework of contractual agreements.
X. Final provisions
(1) The possible invalidity or ineffectiveness of individual provisions shall not affect the effectiveness of these terms and conditions in general, and with regard to the individual contract.
(2) The contract and all resulting claims are subject to German law.
(3) The place of jurisdiction is Berlin. With respect to consumers the statutory provisions concerning the place of jurisdiction shall be followed.