General Terms and
For Significant Translations, represented by Kamel Ajami, Oppenhoffallee 17, 52066 Aachen, Germany, hereafter referred to as "Significant Translations"
Significant Translations offers its customers the opportunity to have texts and other documents translated for a fee. The translations are carried out by Significant Translations or contracted translators.
The customer is the contractual party of Significant Translations only, not the translator, who may be contracted by Significant Translations.
These General Terms and Conditions (hereinafter "Terms and
Conditions") apply to any Order placed with Significant
Translations by the party (hereinafter "the Buyer"), purchasing
products and services
("the Order") from Significant Translations and supersede any terms and conditions referred to, offered or relied upon by the Buyer. Any service or product, including without limitation translation, localization,
desktop publishing services (individually and collectively, "Service(s)") delivered by Significant Translations to the Buyer shall be conclusively deemed to have been made subject to these Terms and
Acceptance of these Terms and Conditions by the Buyer for one Order is deemed acceptance of these Terms and Conditions for any additional or future order.
Scope of services
Significant Translations agrees to translate, or have the text(s) supplied by the customer translated, into the requested language(s) by a contracted translator in an appropriate and professional manner.Quotes, order confirmation, cancellation
Unless expressly stated otherwise, a per-word price quoted by
Significant Translations refers to the price of each original word
in the source language. Verbal quotations are given for guidance
are not binding. Significant Translations may revoke quoted prices or terms of delivery if there was no opportunity to view the entire text to be translated prior to issuing the quote or if the order has not been
placed on the basis of the quote within four weeks of the quote's issue.
The Buyer´s oral or written acceptance of the quote or estimate submitted by Significant Translations or, if no quotation was submitted, the written order confirmation by Significant Translations of an Order
placed by the Buyer shall constitute a contract. These Terms and Conditions shall govern any such contract.
4.2 Responsible Party.
At all times Significant Translations will consider the party placing the Order at Significant Translations the party responsible and liable for the performance and payment of the Buyer's obligation under such an Order.
4.3 Delivery Date
Any delivery dates provided are provisional. Delivery dates
stated or otherwise confirmed by Significant Translations, either
in writing or orally, are bona fide approximations but Significant
Translations cannot guarantee the same and no liability shall
attach to Significant Translations in the event of a delayed
delivery. Delayed delivery shall in no circumstances amount to or
be deemed to be a breach
or repudiation of the contract.
The customer may cancel the Order only up until the point prior to the commencement of the translation.If an Order is cancelled the customer is obligated to compensate Significant Translations for the costs of the completed portion of the Order at that time.In any case Significant Translation's cost reimbursement entitlement consists of at least 50% of the total Order value.
4.5 Carriers and Delivery
Although Significant Translations will take reasonable care in
the selection of its carriers, couriers or other means of delivery,
including without limitation delivery by post, email, fax and
internet, Significant Translations cannot be held liable for the
loss of any document dispatched by Significant Translation or
consequent loss or damage thereof. Delivery is deemed to have
fulfilled upon the posting or
delivery to a carrier or dispatch via electronic mail or other electronic means, and the risk shall pass to the Buyer.
The Buyer represents and warrants that any information, documentation, glossaries, style guides, specific terms or similar materials regarding the text, file, material, disc, tape, video, web page, software, data, graphics, table or audio, video, electronic, magnetic or other recording or other information in electronic form or otherwise provided by Buyer to Significant Translation (hereinafter "Source Material(s)") are free of any type of virus, worm, trojan horse or similar technological device or data (collectively, "Viruses") and that the Buyer has scanned such Source Material(s) for such Viruses prior to providing Significant Translations with this Source Material.
Price and payment
5.1 Payment Terms
Unless otherwise agreed, the Buyer shall pay to Significant
Translations the total amount due without any discount, set-off or
suspension as specified in Significant Translations' invoice upon
placement of the Order, unless a business account has been
established in which case payment is due within thirty (30) days
from the date of invoice. Any reasonable doubt by Significant
Buyer's ability to pay the full amount stated in the order confirmation entitles Significant Translations to require a security of payment or down payment from the Buyer that Significant Translations deems
sufficient before performing its obligations according to the Order. All payments shall be made in EURO.
5.2 Unclear Documents
Significant Translations shall be entitled to decline to perform or cancel the Order or to raise the price stated in the order confirmation or quote, if it is forced to perform additional services or to incur costs not reasonably foreseeable at the time of the quote or Order placement, or as a result of having to work with very highly technical, difficult, ambiguous, unclear, inaccurate, defective or specialized Source Material(s). 5.3 TaxThe Buyer will be responsible for the payment of all tax (other than tax based on Significant Translations' revenue), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of such fees as a result of an Order placement.
The Buyer will make all due payments to Significant Translation free and clear of, and without reduction for any tax.
Any outstanding amount that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum permitted by applicable law, whichever is lower, from the due date until paid.
5.5 Ownership Rights applicable to the translation and any other materials produced by Significant Translations (i.e. copyright, processing, servitude and intellectual property rights) are restricted from transfer to the Buyer until the Buyer has rendered payment in full to Significant Translations including without limitation late payment. Acceptance, Obligation to give notice of
Defects and Correction
Obvious faults in the delivered translation or other materials
noticed upon receipt, shall be reported immediately in writing and
outlining the discrepancies (obligation to give notice of
defects).Hidden discrepancies shall be reported immediately upon
discovery. Any defects, obvious or hidden, shall be reported within
28 days following the delivery of the translation. Otherwise the
translation shall be
assumed contractually executed and acceptable.
If the translated text is not in accordance with the contractual agreement the customer shall allow an acceptable time frame for correction of a minimum of 14 days by Significant Translations. Corrections are excluded if the discrepancy has been caused by the customer, i.e. by incorrect or incomplete information or faulty original text.Upon expiration of the agreed upon time frame the customer may request a termination of the contract or a reduction or compensation if the discrepancy has not been resolved in a timely manner. The entitlement excludes minor discrepancies that only insignificantly impact the quality of the translation.
The Buyer warrants that it owns or is licensee of the Source
Material(s) and all parts thereof, and that translation of, or any
other results of the services provided by Significant Translations
in relation to these Source Material(s) and publication,
distribution, sales or other use of materials delivered by
Significant Translations shall not infringe upon or violate any
Intellectual Property Right.
Disclaimer of warranty
The services and products provided pursuant to the order
confirmation and Terms and Conditions are provided to the Buyer "as
is" and "as available" without any warranty of an kind. Unless
agreed all services provided by Significant Translations are for information only and no guarantee is given as to their suitability for any particular purpose including without limitation publication or legal
proceedings. Significant Translation will not be held liable for errors that result from the illegibility of any materials supplied by the Buyer.
The customer exclusively bears all legal risks pertaining to the
servitude or publication of the translated texts. Any certificate,
declaration or affidavit - including without limitation a
certificate of accuracy - that Significant Translations may supply
to the Purchaser does not guarantee the accuracy of the
translation, but solely that Significant Translations has employed
a translator who has convinced
Significant Translations of his translation experience and qualifications. In addition Significant Translation disclaims all other warranties, whether express, implied or statutory regarding the products and services, including without limitation any warranties of title, merchant liability, fitness for a particular purpose and
non-infringement of third-party rights.
Furthermore, Significant Translations does not warrant the
accuracy, correctness, completeness,
usability or appropriateness of any services provided pursuant to the particular Order. The Buyer acknowledges that it has not relied on any other warranties.
Significant Translations will not be liable for any
consequential, indirect, exemplary, special or incidental damages
in any event, including without limitation any lost data, lost
revenue, lost profits, loss of documents, viruses or similar
disruptive technological devices or data, whether in contract, tort
or otherwise, arising from or relating to the particular Order or
services provided. Significant
Translations' total cumulative liability in connection with any Order and the services provided whether in contract, tort or otherwise will not exceed the amount of fees paid by the Buyer to Significant
Translations pursuant to the Order. The Buyer acknowledges that the fees set forth in the Order reflect the allocation of risk set forth in such an Order and that Significant Translations would not agree to such an
Order without these limitations on its liability.
Significant Translations may terminate the particular Order, in whole or in part, if the Buyer breaches or fails to comply with any of the Terms and Conditions. Without limitation of the foregoing, failure to provide Significant Translations with sufficient written assurance of future performance promptly upon reasonable request thereof, or bankruptcy or insolvency of the Buyer shall be sufficient cause for termination. In the event of such termination, Significant Translation shall not be liable for any damages, and the Buyer shall be liable to Significant Translations for any and all damages (including but not limited to indirect or consequential damages as well as any costs incurred in performing its obligations under the particular Order) sustained by reason of the default which gave rise to such cancellation.
The Buyer agrees to defend, indemnify, and hold harmless
Significant Translations, its owners, employees and
representatives, from and against any and all claims, suits,
judgments, actions proceedings, losses, damages, liabilities, costs
and expenses (including, but not limited to, solicitor's fees)
incidental to, or arising from (i) the Buyer's violation or breach of any covenants, representations and warranties made by it herein or (ii) the manufacture, advertisement, promotion, sale or distribution by the
Buyer of any delivered materials provided by Significant Translations to the Buyer.
The Buyer may not assign or transfer, by operation of law or otherwise, any of its rights under this Order or delegate any of its duties under this Order to any third party without Significant Translations' prior written consent. Any assignment in violation of the foregoing shall be null and void.
All waivers must be in writing. Any waiver or failure to enforce any provision of the Order on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 11.3. Salvatory Clause If a provision of this agreement should be, or become invalid in part, or as a whole, the remaining provisions thereof shall not be affected. Moreover, a provision coming closest to the invalid provision, renders an equal economic result and would have been agreed upon if the parties were aware of the invalid provision shall take its place.
11.4. Governing Law; Jurisdiction
Any Order under these Terms and Conditions will be governed by
the laws of the Federal Republic of Germany, without application of
conflict of laws, of provisions that would require the application
the law of another state. The United Nations Convention on Contracts for the International Sale of Goods is not applicable. The Buyer acknowledges and agrees that any action or proceeding arising from or
relating to this Order must be brought in a court of the Federal Republic of Germany in Aachen and the Buyer irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
11.5. Force Majeure
Any delay in performance or non-performance of any obligations
and duties of Significant Translations will not be considered a
breach of these Terms and Conditions if such delay or
non-performance is caused
by an event beyond Significant Translations' control.
11.6. Entire Agreement The Order constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.
11.7. Changes to the contract Significant Translations may make changes to these Terms and Conditions at any time without notice to the Buyer. The Buyer may at any time request a copy of the then-current Terms and Conditions from Significant Translations.