The general terms and conditions of business of LINGUA LEGIS GmbH
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LINGUA LEGIS GmbH
Standard Terms and Conditions („Terms and Conditions“)
§ 1 Scope of application
These Terms and Conditions shall apply to all translation services that LINGUA LEGIS GmbH („LINGUA LEGIS“) offers or provides, directly or via third parties, to the respective customer (the „Customer“). In placing its order, the Customer acknowledges and accepts in full the Terms and Conditions, which shall apply for the entire duration of the business relationship. Any conflicting terms or conditions shall be of no force or effect unless expressly confirm ed by LINGUA LEGIS in writing. Any ancillary agreements, undertakings or other agreements as well as any amendments or supplements to these Terms and Conditions shall be invalid unless in writing.
§ 2 Inquiries and offers
In order to facilitate smooth cooperation to the greatest extent possible, orders may also be accepted by telephone or on an informal basis. Any estimates of the total value of the respective order that are given based on the information a potential Customer has supplied over the telephone shall be non-binding. Should the Customer require a binding offer, the complete source text must be submitted to LINGUA LEGIS for review and quotation purposes. The price quoted in the offer represents an approximate price only.
§ 3 Calculation basis
1. Unless otherwise agreed, prices will be charged in accordance with the currently applicable price list of LINGUA LEGIS GmbH.
2. The fee charged for translation work is based on the number of lines, degree of difficulty and turnaround time. A per-line price shall be agreed on the basis of the LINGUA LEGIS price list; a standard line shall comprise 52 keystrokes (including spaces). The number of lines will be determined based on the target text (translated text) using an appropriate character count program.
The degree of difficulty will be determined by LINGUA LEGIS at its discretion. If, in the assessment of LINGUA LEGIS, the source text is exceptionally difficult in that it requires special expertise (e.g., technical, IT, medical) and contains a large number of technical terms, LINGUA LEGIS reserves the right to charge a higher rate in accordance with the LINGUA LEGIS price list.
3. The price for additional services (e.g., preparation of terminology, graphic design such as images, formulae, tables, creation of master copies) shall be agreed on the basis of the time expended. The same shall apply with respect to the translation of text revisions. The hourly rates are likewise covered by the price lists.
4. For large-scale translation projects, LINGUA LEGIS may require an advance payment or payment in instalments as the work is completed.
5. Subject to prior agreement, a surcharge of 25% to 50% of the total net value of the order may be charged for expedited service requiring work outside normal business hours.
6. All prices stated in the quotes, price lists and offers are exclusive of statutory value-added tax.
§ 4 Performance of work
1. Translation work will be performed to the best of LINGUA LEGIS‘ k nowledge and ability. LINGUA LEGIS undertakes to render an appropriate and professional translation of the text provided by the Customer from the source language into the agreed target language. The translation work will be performed by qualified translators with the utmost care and pursuant to the principles and standards of the profession. The transla-tion rendered will either be a literal or contextual translation, depending on the intended meaning of the target text. The completed translation will be reviewed by a second translator for correct usage of language, completeness and substantive accuracy.
2. Neither the source nor the target text will be reviewed for content.
3. Absent any special instructions or enclosed documents, techni-cal terms will be translated into the commonly used or generally understandable, i.e., lexicographically acceptable version. Technical ter-minology requested by the Customer will be taken into account only to the extent specifically agreed and provided sufficient data in the form of sample documents and/or glossaries are made available in due time. Any use of Customer-specific terminology must be expressly agreed upon when placing the order. LINGUA LEGIS assumes no liability for errors in translation attributable to incorrect or incomplete information or faulty source texts. The foregoing also applies to illegible names and figures in the source text.
4. LINGUA LEGIS reserves the right to clarify any ambiguities in the source text with the Customer. In such cases LINGUA LEGIS may, at its option, prepare a translation to the best of its knowledge based on the text‘s perceivable meaning.
§ 5 Performance by third parties
If deemed expedient, LINGUA LEGIS reserves the right to employ freelancers in the execution of any of its work. Contact between the Customer and any third party employed by LINGUA LEGIS is permis-sible only with the consent of LINGUA LEGIS. In principle, the business relationship exists solely between the Customer and LINGUA LEGIS. LINGUA LEGIS assumes the same liability for its freelancers as for its salaried employees. All freelancers employed by LINGUA LEGIS are bound to secrecy in that they are required to sign a written confidentiality agreement.
§ 6 Delivery dates and delivery
The Customer will receive the contractually agreed copy of the trans-lation. The translation will generally be delivered by e-mail in the form of an electronic file or, if so agreed, by fax or by courier service in hardcopy form. As a rule, any undertaking on the part of LINGUA LEGIS regarding the meeting of agreed delivery deadlines is considered binding. The delivery dates shall, however, only become binding once they have been confirmed by LINGUA LEGIS. If the delivery deadline cannot be met due to force majeure or other reasons beyond LINGUA LEGIS‘ control, LINGUA LEGIS may rescind the agreement or require that the Customer set a reasonable extension. In such cases, any more extensive claims (particu-larly claims for compensatory damages) are excluded.
§ 7 Confidentiality, data privacy
1. LINGUA LEGIS agrees to treat all texts submitted to it by Customer as confidential and not to disclose same to third parties. Furthermore, LINGUA LEGIS agrees to keep confidential all facts and circumstances to which it may become privy in the course of its work for the Customer. The Customer is aware, however, that in view of the electronic transmission of text and data including any other communication in electronic form between the Customer, LINGUA LEGIS and any vicarious agents, LINGUA LEGIS cannot guarantee the absolute protection of business secrets, sensitive information and any other confidential data and information, as it cannot be ruled out with certainty that unauthorised third parties may obtain electronic access to the texts transmitted. At the Customer‘s request, electronic transmissions may be encrypted and a signed confi-dentiality covenant provided.
2. After completion or termination of the assignment LINGUA LEGIS will of its own accord return any original documents that Customer has supplied for translation purposes. For archiving purposes, LINGUA LEGIS will retain the electronic files received in connection with Customer‘s order as well as the translation file itself. Such files will not be deleted unless expressly requested by the Customer.
§ 8 Cancellation
1. If the Customer cancels an order without being legally or contra ctually entitled to do so, it shall reimburse LINGUA LEGIS for all costs incurred and pay for any work performed prior to cancellation. The claim for reimbursement of costs shall in any event be no less than 50% of the value of the respective order. Work already completed will be provided to the Customer upon request.
2. LINGUA LEGIS reserves the right to claim any damages that may result from such cancellation.
§ 9 Notice of defects
1. In the event of any problems, LINGUA LEGIS will first consult with the Customer in an attempt to reach an amicable solution.
2. Neither the source nor the target text will be reviewed for content. LINGUA LEGIS makes no guarantee that the source or the target text is in compliance with any specific legal or procedural requirement or that the relevant document is suited for the purpose for which it was intended.
3. The Customer may demand the correction of any errors contained in the translation. The Customer must assert its claim for the correction of errors by giving a precise description of the error. Written notice of the errors must be given without undue delay, and no later than within 14 days of delivery; after this time the translation shall be deemed error-free. Should LINGUA LEGIS not be afforded an opportunity to rectify the errors within a reasonable time period, any additional claims will be precluded. If, even after an attempt to rectify the errors it can be demonstrated that the translation is unsuitable for the intended purpose, the Customer may either claim a reduction in the contract price or rescind the agreement. Any additional claims by the Customer are precluded.
§ 10 Warranty, liability
1. LINGUA LEGIS shall be liable only for direct damage demonstrably incurred as a result of translation errors. Any such damages claim shall be subject to the statute of limitations and limited to the threefold order value, but shall in any event be restricted to a maximum of EUR 100,000.
2. LINGUA LEGIS shall be liable only in the case of wilful or grossly negligent conduct. Any recourse liability in the case of claims for compensatory damages asserted by third parties shall be expressly excluded.
3. LINGUA LEGIS shall not be liable for translation errors resulting from incorrect, incomplete or delayed information or documents from the Customer, incorrect or illegible source texts as well as unclear or incorrect formulations contained in the source text.
4. LINGUA LEGIS assumes no liability for any loss or damage in transit.
5. LINGUA LEGIS shall not incur any liability if it fails to meet a delivery date due to force majeure (e.g. strike, riot, natural disaster, power failure or breakdown in telecommunications facilities, interruption of traffic, network and server errors, any other line faults and trans mission problems or the sudden illness of the translator). In this or any other event beyond its control, LINGUA LEGIS shall have the right to rescind the agreement or demand that it be granted a reasonable extension. Any work already completed shall in any event be compensated until such time as one of the parties exercises its right of rescission in writing.
6. LINGUA LEGIS shall not be liable for damage caused by viruses. The EDP systems of LINGUA LEGIS (networks, work stations, programs, data, etc.) are checked regularly for viruses. If files are delivered by e-mail, online (modem) or any other form of remote transmission, the Customer shall be responsible for performing a final check of the transmitted files and texts. No claims for compensatory damages in this connection will be recognised.
7. Liability shall be excluded, in particular, for lost profits, absence of savings, damage caused through the employment of third parties, as well as for indirect and consequential damage.
§ 11 Reservation of title, copyright, licence
1. LINGUA LEGIS shall retain title in the translation until it has received full payment of all receivables, whether presently existing or arising in future. If any copyrights or other intellectual property rights vest in the person of the translator by reason of him/her having performed the translation work, then LINGUA LEGIS expressly reserves such rights unless it was contractually agreed to transfer them to the Customer.
2. LINGUA LEGIS reserves the right to be named as the translator of the work and to be included in the masthead where publications are concerned. The text required for this purpose shall be mutually agreed between the Customer and LINGUA LEGIS. If the template delivered by LINGUA LEGIS has been altered by the Customer, the latter‘s customer or any other third parties, LINGUA LEGIS may demand that it not be named as author. The Customer also agrees that, following successful comple-tion of the work, a reference to the business relationship be included in LINGUA LEGIS‘ advertising material. In the case of publications, the Customer agrees to provide LINGUA LEGIS – without specifically being requested to do so – with two specimen copies in the target and source language of the respective work.
3. LINGUA LEGIS shall furthermore be entitled to acquire, process and exploit monolingual or multilingual terminology from the texts. This includes without limitation the establishment and any other utili sation of monolingual and multilingual terminology databases, terminolo-gy lists, glossaries and dictionaries (in electronic and printed form) containing the acquired terminology, in whole or in part, as well as the use of non-company specific terminology for additional purposes in line with its business object.
4. LINGUA LEGIS shall likewise be entitled to use the electronic and/or hardcopy source texts provided for translation jobs in conjunction with the translation results arising therefrom for the development, use and maintenance of systems for computer-based translation support.
5. By paying the invoice amount for the service performed the Customer shall acquire a licence to use the texts but no copyright therein.
§ 12 Terms of payment
1. Payment shall be due and payable within 14 days of the invoice date. If payment has not been received within 30 days, , the Customer shall automatically be deemed in default by law, even if LINGUA LEGIS has not issued any special payment request or reminder. From the 31st day after the due date and receipt of invoice LINGUA LEGIS may charge default interest as stipulated by law.
2. Special payment periods may be agreed in individual cases. Where large-scale orders are involved, LINGUA LEGIS may demand part- payments, which will fall due and payable at agreed intervals following delivery of the work already completed.
§ 13 Miscellaneous
1. The order and any claims arising therefrom shall be governed by the laws of the Federal Republic of Germany.
2. If any provision of these Terms and Conditions or the agreements based thereon is or becomes invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. In such a case the provision concerned shall be replaced by another provision that most closely reflects the economic intent of the invalid provision. The same shall apply should a provision have been omitted from these Terms and Conditions.
3. To the extent permitted by law, place of performance and exclusive forum for all claims and disputes arising between the parties in connection with the existence, substance, settlement or termination of any agreements is the registered office of LINGUA LEGIS.
Status: July 2010