previous page1. Scope and Applicability (Effective 04/19/2011)
The present General Terms & Conditions (GTC) shall govern content and transaction of trans-lation agreements/orders made by and between:
Colist GmbH, Langang 19, A-9841 Winklern, Commercial Register No.: 312833z, - hereinaf-ter referred to as the “Translator” – and the client – hereinafter referred to as the “Client”.
Any additional conditions, in particular Client’s General Terms & Conditions, shall not apply, even if not explicitly contradicted by Translator. Exclusively Translator’s GTC shall apply.
The said GTC shall be accepted by Client upon order placement, and shall apply for the busi-ness relationship’s entire duration. Any and all modifications of and/or amendments to the GTC shall be in writing in order to take legal effect. The same shall apply to any waiver and/or modification of the requirement of written form. Verbal side agreements do not exist.
Even if Client acts on behalf of third parties, this Contract shall be exclusively concluded between Translator and Client, whereas the latter shall be obliged to meet its liabilities to pay in due time, independent of possible final customers’ payment morale.
2. Order Placement
2.1.
Translation orders shall be deemed as being placed upon Client’s acceptance of the respective quotation by confirming the T&C box (which shall confirm Client’s reading and acceptance of the T&C) as well as by clicking the button “Accept Quotation”.
2.2
The member area is protected by user name and password. Client shall be obliged to ensure exclusively authorized parties are able to access its member area. Furthermore, Client shall be obliged to keep its password private. In any event, Client shall be liable for the respective fee’s payment, even if its employees or any other party, which is able to access Client’s mem-ber area, should place a translation order.
Client shall be obliged to immediately inform Translator in writing on any and all misuse of its access by third parties on Client’s behalf.
3. Translation Scope and Delivery; Quotation
Translations shall be performed diligently. The respective scope of services shall generally comprise translation only. We explicitly point out on the fact that our scope of services does not include any kind of control whatsoever – such as for instance a specific wording’s revisi-on for its suitability of causing or excluding (legal) consequences intended by Client.
Possible special requests (e.g. special formats) shall be agreed and paid separately.
With respect to translations of user-defined texts, Client shall be able to retrieve the same af-ter completion in its member area. Upon their provision in Client’s member area, respective translations shall be deemed as delivered to Client.
Respective quotations shall be given to the best of Translator’s knowledge and belief. Howe-ver, any liabilities as to the quotation’s correctness cannot be assumed. In the event respective costs should increase after order placement, Translator shall be obliged to respectively inform Client immediately.
4. Client’s Obligation to Cooperate and Inform
4.1.
In the event of any ambiguities being detected in source texts, Translator reserves the right to contact Client for queries or to complete respective translations in generally intelligible form to the best of its knowledge and belief.
4.2.
Client shall be obliged to exclusively supply Translator with suchlike texts/images/material, which is/are free from third party rights. Translator shall explicitly not be obliged to check Client for being authorized to order translations of individual source texts. In fact, Translator will and shall be entitled to assume Client to hold any and all respective rights in the same. Client shall indemnify and hold Translator harmless from any and all third party claims. In the event Translator should be confronted with third party claims – may this be judicially or ext-ra-judicially - Translator shall respectively inform Client and/or announce the respective liti-gation. In the event Client should not join respective proceedings and/or fail to response to Translator’s communication, Translator shall be entitled to allow respective claims and recei-ve reimbursement from Client. This provision shall apply without any consideration of the legitimacy of the claim presented.
4.3.
Prior to submission of a quotation, Client shall be obliged to inform Translator on the respec-tive translation’s intended use. In particular, Client shall specify if the translation is intended for publication and/or for legal purposes and/or to serve as promotion material and/or in pa-tent proceedings and/or for any other purpose, which requires the respective text’s special translation. However, if Client fails to inform Translator on the translation’s intended use, Translator shall be entitled to assume the translation’s exclusive use for Client’s proprietary information.
4.4.
Client shall be obliged to exclusively use respective translations for the purpose specified. In the event Client decides to use respective translations for any other purpose, Client shall not be entitled to claim any kind of compensation whatsoever from Translator.
4.5.
Any and all technical and/or grammatical correctness of source texts shall be exclusively within Client’s responsibility.
5. Delivery Deadline / Force Majeure
5.1.
Any and all fixed delivery deadlines shall be agreed in writing, and shall be subject to Trans-lator’s confirmation in written form. Client shall be obliged to inform Translator in advance if delivery dates constitute an integral part of translation orders, and Client will thus not accept translations, which are delivered late (firm deals).
5.2.
However, Translator shall not be in default in the event it fails to perform services in conse-quence of circumstances beyond Translator’s control. To the extent possible, Translator shall immediately inform Client on events of force majeure (e.g. industrial conflicts, war, interrup-tion of communication means, as well as any and all events, which are beyond Translator’s control, are unforeseeable and materially affect Translator’s ability to perform services as agreed). Events of force majeure shall entitle both, Client as well as Translator, to cancel the Contract. However, Client shall be obliged to adequately remunerate Translator for services already performed/expenditures incurred.
5.3.
Subject to alteration, delivery time shall generally be 7 workdays. Delivery terms of less than 7 workdays shall be subject to explicit agreement in writing. The non-binding delivery time of 7 days shall not apply to texts, which exceed the scope of 3,000 words. Delivery times for suchlike texts shall be individually agreed between the Parties, and be confirmed by Translator in writing.
5.4.
Any and all compliance with delivery times and deadlines shall be subject to Translator’s in time receipt of any and all documents to be submitted by Client, as well as to the observance of agreed payment terms as well as all further obligations. The same shall also apply to firm deals. In the event Client fails to comply with the requirements set forth hereunder, the respective delivery time shall be extended proportionally.
6. Privacy / Confidentiality
Translator undertakes to treat any and all translation orders confidential. Client explicitly agrees on the automatic processing and storage of any and all data – in particular per-sonal data – required for fulfilling the contractual relationship covered hereunder.
Client agrees to receive communication, newsletters, and advertising material, which contain information on new services and subjects of Translator and Company Schrall GmbH. The declarations of consent set forth in the bold print paragraphs hereunder shall be revocable at any time.
Furthermore, Client declares its explicit consent to receive any and all communications – such as respective translations, invoices, and/or dunning - electronically, and authorizes Translator to deploy technical means in order to check Client’s respective receipt.
7. Termination / Cancellation
In the event Client should cancel an order, the translation services performed up to the time of cancellation shall be remunerated. In order to be effective, any and all termination and/or can-cellation shall be in writing. Translator shall be entitled to charge Client with a fixed cancella-tion fee in the amount of 20% of respective order values for translations not performed in whole or in part due to Client’s cancellation.
8. Correction of Faults / Warranty Claims
8.1.
Any and all notices of faults shall be in writing within a term of thirty (30) days as of the translations’ receipt, and shall state the respective faults. Client shall be obliged to adequately explain and proof any and all faults in writing. In the event Translator should not receive any objections in written form within a term of thirty (30) days, translations performed shall be deemed to be accepted free of faults.
8.2.
Client shall be obliged to grant Translator a reasonable period of time for the correction of faults. If respective faults are corrected within the defined period of time, Client shall not be entitled to any price reduction claims. However, if Translator should verifiably fail to correct respective faults, Client shall be entitled to claim reduction of fees (price reduction) or to res-cind from the Contract (redhibition). If faults are of negligible nature, Client shall not be entit-led to demand redhibition of the Contract. Possible warranty claims shall not entitle Client to refrain from paying agreed amounts in full. Instead, Client shall only be entitled to retain rea-sonable shares of agreed fees.
8.3.
Translator shall not be liable for suchlike faults in translations, which arise from illegible, barely readable and /or incomprehensible source texts and/or from abbreviations, which have not been indicated and/or explained upon order placement. The same shall apply to source texts, which are not submitted in Latin font. Figures shall be transferred one-to-one as indica-ted in the source text. Translator assumes no liabilities whatsoever for any and all conversions of currencies, numerals, units, etc.
9. Fees / Calculation Base
9.1.
Translation fees shall be calculated on base of the source text’s scope, target language, and degree of difficulty. Respective fees shall be calculated by words. The respective word count shall be determined on base of the source text (Client’s original text). For large-scale orders, the Parties hereto shall be entitled to agree on flat prices. Unless explicitly agreed otherwise, alterations to the order and/or additional orders may be invoiced at appropriate prices.
9.2.
Translation fees shall be due for payment without any deductions upon invoice receipt.
Translator shall be entitled to request for prepayment or reasonable advance payment.
In the event Client should be in default of payment, Client shall be obliged to compensate Translator for any and all practical and unavoidable costs – such as expenditures for dunning, attempts to collect, and possible judicial as well extra-judicial lawyer’s fees – arising the-refrom. For cases of delayed payment, default interest in the amount of 8 % above the respec-tively applicable base interest rate per year shall be agreed.
Client’s offsetting against counterclaims or alleged price reduction claims shall exclusively be permissible if respective claims have been determined without further legal recourse or have been explicitly accepted by Translator.
10. Reservation of Ownership / Copyright
Translator shall hold any and all property rights in respective translations until payment in full has been made. Until complete payment has been made, Client shall not hold any rights of use and enjoyment in respective translations.
11. Liability
11.1.
Translator shall be liable for cases of gross negligence and intent. Translator’s liability for cases of slight negligence shall be limited to the violation of essential contractual obligations.
11.2.
Unless opposed by any mandatory legal provisions, Translator’s liability shall generally be limited to the net invoice amount.
11.3.
Client’s recourse to Translator for the assertion of third party claims for damages shall be exc-luded. Translator’s liability for consequential harm caused by faults and/or for loss of profits shall generally be excluded.
11.4.
Translator shall not be liable for suchlike non-compliance with time limits, which is caused by reasons beyond Translator’s control; also refer to Article 5.2.
11.5.
Translator shall not be liable for corrections made to translations by Clients and/or third par-ties.
11.6.
With respect to translations, which are used as print matter, Translator shall only be liable for faults if Client has previously informed Translator on the respective translation’s intended use. In suchlike cases, Client shall additionally present to Translator the translation’s galley proof including the version, which will not be amended again, which shall be subject to Translator’s approval in writing.
11.7.
Translator shall not be obliged to assume any liabilities for the absence of viruses in electroni-cally transmitted translations.
12. Sub-Contractors
Translator shall be entitled to assign translation orders to sub-contractors. However, Transla-tor is and shall remain Client’s contractual partner. Client undertakes not to enter into any direct business relationship with Translator’s sub-contractors for a period of 10 months as of order completion. If Client violates the provisions set forth under this Article 12, Client shall be obliged to pay a contractual penalty in the amount of EUR 500 per each individual order to Translator.
13. Applicable Law / Place of Jurisdiction and Fulfillment / Severability Clause
13.1.
This Contract shall be exclusively governed by Austrian Law, excluding the reference rules of the Private International Law. Translator’s registered office shall be place of jurisdiction and fulfillment. For any and all disputes arising from and/or in relation to the present Contract – including the matter of its validity as well as it advance effects and consequences – the Parties hereto agree the exclusive responsibility of the court competent for A-9841 Winklern. Howe-ver, Translator shall also be entitled to institute proceedings against Client at Client’s place of residence/registered office.
13.2.
In the event one or more provisions set forth hereunder are or should become invalid, void or appealable in whole or in part, this shall not affect the validity of this Contract’s remaining provisions. Invalid provisions shall be replaced by suchlike effective provisions, which cor-respond best to the purpose of the invalid provision.
13.3.
Translator explicitly reserves the right to modify the present GTC at any time.
14.
Special Provisions for Consumers within the Meaning of § 1 KSchG (Austrian Consu-mer Protection Act):
In accordance with KSchG and ECG (Austrian E-Commerce Act) we point out on the fact that with respect to contractual declarations in distance selling, consumers are generally entit-led to withdraw from a contract within a period of 7 days as of contract conclusion. However, this provision does not apply to the present Contract, since Translator performs customized services immediately or commences service performance within 7 days upon order placement, respectively.