General Terms and Conditions
Scope of
applicability
These terms and conditions for orders apply to contracts between
dito Sprachenservice (Contractor) and its customers (Principals),
provided nothing different has been expressly agreed or is
inevitably foreseen by statute. A direct contractual relationship
arises between the Principal and the Contractor. The Principal
approves the terms and conditions for orders upon placing the order
and they remain in effect for the entire duration of the business
relationship. General terms and conditions of the Principal are
only binding on the Contractor if the Contractor has expressly
approved them.
Placing orders
Orders must be placed in writing. Oral orders must be confirmed in
writing or at least 80 % of the projected order value must be paid
in advance. The Contractor is considered to have accepted an order
if the order is not immediately rejected. No separate order
confirmation is necessary. Written order confirmations will only be
issued on demand or in such cases as seems expedient. The Principal
shall supply the source text to the Contractor in person, by post,
telex, or electronic means. An order is deemed to have been placed
once the material and a written order produced by the Principal are
handed over. No liability applies to resulting delays if the
incorrect text for translation was submitted or if the text was
incomplete. The Principal shall inform the Contractor of any
special requirements regarding the form of the translation
(translation to be provided on data carriers, number of copies,
formal characteristics of the translation, etc.) not later than the
time at which the order is placed. The manner in which the
translation will be used must be specified. If the translation will
be printed, the Contractor is liable for errors only if the
Contractor has performed for the Principal a final review after the
layout work has been completed.
Cooperation and information obligations of the
Principal
The Contractor reserves the right to ask the Principal questions in
order to clarify certain parts or statements in the source text.
For this reason, all texts submitted should be composed in
accordance with current grammar, usage, and punctuation rules and
only contain clear and unequivocally comprehensible (including for
external parties) formulations and terms. Terminology will only be
harmonized with the Principal's company terminology if sufficient
and complete documents (especially glossaries from the Principal,
previous translations, illustrations, drawings, tables,
abbreviations, etc.) are submitted, without being requested, before
or at the same time the order is placed. Any errors resulting from
failure to comply with these provisions are at the expense of the
Principal.
Performance
In the course of performance, the
Contractor is entitled to engage third parties to execute any
transactions it deems expedient. In this connection, the Contractor
is liable only for careful selection. Contact between the Principal
and any third party engaged by the Contractor is only permitted
with the permission of the
Contractor. Fundamentally, the business relationship exists only
between the Contractor and the Principal. The translation will be
produced in accordance with proper professional principles. The
task of the Contractor is to reproduce correctly in a different
language the meaning of a given text. It can be expected that a
translation will meet the same quality standards as the source
text. However, it is not necessary for the translation to exceed
the quality of the source text; it is not the translator’s
responsibility to improve submitted texts unless having been
separately commissioned to do so, e.g. to correct spelling or
punctuation errors that affect the meaning, ambiguous statements,
cumbersome formulations, and other errors. The Principal is solely
liable for any defects of the source text. Unless something
different has been agreed expressly, all translations will be typed
clearly, not contain any significant spelling or grammatical
errors, and generally conform to linguistic conventions. The
Principal should again review and/or edit such first drafts before
they are processed into sophisticated, print-ready documents. If
specially requested and in exchange for a separate fee, the
Contractor shall take responsibility for processing the documents
until they are print-ready, including editing the gallery proofs.
Unless the Principal has included documents or special
instructions, specialized terminology will be translated in the
generally conventional manner that is linguistically-justifiable
and/or generally understood.
Defects in translations caused by the
submitted text being illegible or incomplete or containing errors,
or attributable to incorrect terminology, including incorrect
terminology supplied by the Principal, fall outside the
Contractor’s scope of liability. The aforementioned quality
promises cannot be guaranteed if work does not meet the target
service quality due to the Principal having exerted time pressure,
e.g. if necessary review and editing has to be dispensed with, if
handwritten corrections cannot be entered into the first draft
properly or due to other reasons attributable to the Principal and
which impede normal performance. The Principal is not entitled to a
right of reduction for this reason. In such cases, any dispensation
with work processes is considered to be balanced by the increased
strain due to unjustified time pressure.
Complaints and Remedy
If the Principal is a commercial party, complaints are only
permitted for obvious defects if applied for in writing, including
a specific description of the defect, immediately after delivery of
the translation and/or rendering of the service; promptly upon
immediate inspection thereof for noticeable defects; and in the
case of hidden defects, immediately upon the Principal’s discovery
of them. Even if the Principal is not a commercial party,
complaints must be applied for in writing and the defect must be
described specifically. All notices of defects, whether the
Principal is a commercial party or not, are excluded if submitted
more than two weeks after the delivery of the translation and/or
rendering of the service, and if the Principal is a commercial
party and the defects are noticeable, if submitted later than four
weeks after delivery of the translation and/or rendering of the
service, and if submitted later than two weeks after discovery of
any concealed defects. If the Principal has given proper notice of
defects and justification, the Contractor shall have the choice of
subsequent improvement, exchange, price reduction, or conversion
(Sections 633, 634 of the German Civil Code (BGB)). If the
translator does not remedy the asserted defects within a reasonable
period or refuses to remedy the defects or if the remedying of
defects has effectively failed, the Principal can choose to have
another translator to remedy them at the Contractor's expense or
demand that the payment be reduced or withdraw from the contract.
The remedying of defects is considered to have failed when the
translation still exhibits defects after multiple attempts at
subsequent improvement.
Liability
In the event of gross negligence or intent, the Contractor is
liable to a reasonable extent. Liability due to ordinary negligence
applies only if material contractual obligations are breached.
Liability on the part of the Contractor is excluded for damage
and/or loss of the electronic materials provided by the Principal.
The Contractor shall ensure that its data are sufficiently backed
up. If a justified complaint arises, however, the Contractor is
liable for financial loss up to a total of EUR 300,000.00 in any
individual case. If the Principal fails to specify the intended
purpose of the translation, especially if the target text is
intended for publication or advertising purposes, the Principal
cannot demand compensation for any damage resulting from the target
text not being suitable for the intended purpose and/or if the
publication or advertising must be repeated due to a defective
adaptation or if the company’s reputation or image is damaged. If
the Principal does not specify that the translation is intended for
printing and fails to submit to us an edited copy before printing
and performs the printing without our approval, any such defect is
at the full expense of the Principal.
Terms of
delivery
Terms and dates/times of delivery are agreed upon order placement
and are binding. In cases where performance is delayed or prevented
for reasons attributable to the Contractor, the Principal is only
entitled to withdraw from the contract if the Contractor has
exceeded the delivery term by an unreasonably long amount of time
and the Principal has set a grace period in electronic or written
form. If the Principal is a commercial party, we are liable for
late delivery, default on performance and for vicarious agents.
Regardless of whether the Principal is a commercial party,
liability for ordinary negligence is limited to double the amount
of the invoice for the delivery or service that caused the harm.
Where the Principal is a commercial party and in the event of
intent or gross negligence on the part of our vicarious agents,
provided they are not senior employees, liability is limited to
three times the invoice value of the delivery or service that
caused the harm, up to a maximum of EUR 20,000. Where the Principal
is a commercial party and is insured against the damage caused by
us, the resulting amount due in connection with the liability
limitations of the above provision is reduced to a third. The
Contractor, however, does not default if performance does not occur
due to a circumstance for which it is not responsible (e.g. postal
delivery, server problem, etc.). If a delivery deadline is not met
due to force majeure, the Contractor is entitled to withdraw from
the contract or to request from the Principal a reasonable grace
period. In such cases further rights, especially damage
compensation claims, are excluded. If the content of the order
changes, terms of delivery and payment must be renegotiated. The
Principal is not entitled to conversion or price reduction claims
for delivery promises that, in its opinion, were not honoured. This
does not affect the right to terminate the contract within the
scope of the statutory provisions.
Confidentiality
The Contractor shall treat as confidential all information and
documents it receives from the Principal in connection with the
order. When texts or data are transmitted electronically, or any
other communication takes place in electronic form between the
Principal, the Contractor and potentially, vicarious agents,
absolute protection of trade secrets and other confidential
information cannot be guaranteed since it is possible for
unauthorized third parties to intercept the texts sent
electronically.
Payment and Basis for calculation of the fee
We determine the fee for the service to be rendered when drawing up
the quotation. Invoices are due immediately upon receipt, or at the
latest, not later than 14 days from the invoice date. The total
amount indicated in the invoice is payable without deduction by
bank transfer or cash. In the case of orders that continue over an
extended period, partial invoices for work completed can be issued
and are payable at the times specified above, independent of any
previous or future invoices for the same order. Different payment
conditions, e.g. advance payment or payment on delivery, may apply
in special cases, e.g. first-time orders from unfamiliar Principals
without reference of sufficient credit. The scope of the
translation is determined using the number of words contained in
the source text. Editing work will be charged by expense. Potential
additional costs such as those for couriers, trips, overnight
stays, photocopies, certifications, etc. and statutory value-added
tax, may be added to the fee. If the amount of payment has not been
agreed, an amount is owed that is reasonable and usual considering
the type and difficulty of the work. In this connection, the rates
listed in the German Act on the Fee Payable to Experts,
Interpreters and Translators, and Reimbursement for Honorary
Judges, Witnesses and Third Parties (Justizvergütungs- und
entschädigungsgesetz – JVEG) are considered reasonable and usual.
All quotations and prices are non-binding. Prices are in euro,
provided no other currency is agreed on. The prices are net and do
not include value-added tax.
Termination of the contract
We are entitled to terminate an existing contract without notice if
there is doubt, due to defaulted payments or other circumstances
(Section 626 BGB), that the Principal will not satisfy our claim to
the fee sufficiently or in a timely manner, or for other good
cause. In this regard, the termination does not need to be in any
particular form. No damage claims can be asserted against us. If
the Principal terminates the contract, the Principal shall always
satisfy our claim to the fee that has been incurred up to the end
of the contract through our time expenditure. Our time expenditure
is determined solely based on our records. The Principal is
entitled to furnish evidence that a particular expense did not
arise and as to the amount.
Disruption, force majeure, network and server errors,
viruses
No liability is assumed for any damage resulting from disruption of
operations, including due to force majeure, e.g. acts of nature and
transport disruptions, network and server errors, any other
disruption of lines or transmissions, or any impediments for which
we are not responsible. We are also not liable for damage caused by
viruses. Our computer systems (networks, workstations, programs,
files, etc.) are checked for viruses on a regular basis. Where
files are being delivered by email, modem or any other transmission
method, the Principal is responsible for performing a final check
of the transmitted files and texts. Damage claims in this respect
cannot be recognized.
Applicable law and Venue
The contractual relationship and other business relationships
between us and the customer are exclusively subject to German law,
to the exclusion of international sales law. To the extent
permitted, in all disputes, the exclusive venue is the local court
(Amtsgericht) responsible for the Contractor's domicile.
Validity
If one or several provisions of the General Terms and Conditions is
initially or later found to be invalid, the validity of the
remaining provisions is not affected. A provision that most closely
approximates the legal and commercial purpose is considered to have
been agreed.
