General terms and conditions of delivery and payment

Article 1. Applicability

These General Terms and Conditions of Delivery and Payment* apply to all legal relationships and agreements between GS Translations and client. Any general terms and conditions from client are explicitly and entirely excluded by these terms and conditions.

Article 2. Formation of an agreement

An agreement shall be considered to have been formed, as an order confirmation shall be considered valid, as soon as the assignment has been commissioned by client orally or in writing and has been accepted by GS Translations, without the requirement of a signature from client.

The order confirmation shall include as much as possible: the (estimated) number of words of the source text or the (estimated) number of working hours, the language of the source text and the language this must be translated to, if any, and the exact or estimated invoice amount, excluding VAT.

Article 3. Amendments to the agreement

GS Translations shall observe the terms and conditions of the assignment as included in the order confirmation, except for when this is deviated from in consultation with client.

In the event that after commissioning the assignment client wishes to amend same, GS Translations shall accept the amendments only in so far as GS Translations considers itself capable of executing the assignment under the new terms and conditions. In the event that GS Translations considers such necessary, the delivery term shall be adjusted on the basis of the amendment and possible additional costs will be charged to client.

An amendment of the source text by client after the assignment has been commissioned shall never result in accelerated delivery or reduction of the initially agreed upon fee.

Article 4. Withdrawal of the agreement

In the event that client withdraws a commissioned assignment, GS Translations shall charge all costs incurred in connection with the assignment to client and reserve the right to charge the full amount that would have been due for the assignment.

Article 5. Execution of the agreement

In each assignment it executes, GS Translations shall behave as a contractor acting with due care and to that effect shall keep into account any explicit requests from client.

Unless otherwise agreed upon with client in a non-disclosure agreement signed by GS Translations, the latter shall be authorized to outsource assignments to third parties, subject to the provision that GS Translations in itself shall remain responsible for the execution of the assignments and the protection of confidential information from client.

In the event that the source text is provided electronically, the assignment, translation or otherwise, will be carried out in a customary word processing programme, while the original layout will be retained as much as possible. A complicated layout, to be determined by GS Translations, may result in additional costs being charged to client. If the source text is sent by fax or regular post, the assignment, translation or otherwise, will be delivered as plain text and minimal layout, unless client specifically requests the original layout to be retained or other specific layout to be used and GS Translations consents to such request, where additional costs for providing this layout will be charged to client.

GS Translations shall undertake to deliver the commissioned assignment, translation or otherwise, to client no later than on the agreed upon date. This date, however, shall not be binding and failure to meet the deadline shall in no way whatsoever release client from its payment obligations, unless said failure to meet the deadline can be attributed to gross negligence from the part of GS Translations.

GS Translations warrants to be bound by a best efforts obligation. Any amendments desired by client must be made known to GS Translations forthwith, within three calendar days after receipt of the service provided. After this term expires, any desired amendments from client may be subjected to additional charges.

Article 6. Fee and payment

The amount of the fee will be determined by GS Translations and stipulated in an offer, order confirmation form or other written notification to that effect, including by way of a letter, e-mail, fax, telex, text message or other notification sent to client electronically or otherwise. GS Translations shall base its fee on a word rate or else an hourly rate, the language combination, any specific properties of the document and the text in question and/or any special requests from client.

Invoices from GS Translations shall be due and payable within seven calendar days after the invoice date, or else within a payment term as determined by GS Translations.

In the event that client fails to comply with its payment obligations within the term as stipulated, client will be considered to be in default by operation of the law and GS Translations shall have the right to charge client the statutory interest on the entire amount due and payable, as per the due date of the invoice, without a warning or notice of default being required, possibly increased by a percentage of the amount due to be determined by GS Translations, for additional costs in connection with the collection of the amount in question.

All judicial and extrajudicial costs incurred by GS Translations in connection with the collection of the amount due shall be payable by client.

Article 7. Claims

Client shall be required to check the service as provided by GS Translations as soon as possible after it has been delivered, or have it checked, in order to determine its compliance with the wishes and requirements regarding quality and usability.

In the event that the delivered assignment gives rise to complaints, client must notify GS Translations of this in writing, within three days after the date of delivery.

Expressing a complaint or demonstrating a shortcoming in no way whatsoever releases client from its payment obligations towards GS Translations pertaining to the assignment in question.

GS Translations shall only handle complaints if these are explicitly phrased in writing and pertain to demonstrable errors or shortcomings.

If and in so far as GS Translations considers the complaint valid, the errors and shortcomings as indicated will be remedied within a reasonable term to be determined by GS Translations.

Article 8. Liability

GS Translations may only be held liable for damage that is a direct and demonstrable consequence of an attributable error or shortcoming. This liability is limited per occasion or series of occasions cases with a common cause, up to an amount not exceeding the amount of the invoice relevant for the assignment in question. GS Translations can never be held liable for any other form of damage arising from such an error or shortcoming, which includes, yet is not limited to trading loss, loss due to delay, immaterial damage, loss of profit, or impairment of a good reputation, unless GS Translations can be charged with gross negligence. Also in the latter case, the liability of GS Translations shall remain limited to an amount to be determined by the competent court, which will be in accordance with the basic principle that the liability of GS Translations for any damage incurred by client must be limited.

Any lack of clarity, ambiguity and other demonstrable defects of whatever nature in the source text shall discharge GS Translations from every liability.

GS Translations can never be held liable for damage to or loss of whatever has been made available by client to GS Translations in connection with the execution of the assignment.

Client indemnifies GS Translations against claims from third parties for alleged violation of intellectual property rights of whatever nature, in connection with the execution of the assignment.

Article 9. Termination and dissolution

The agreement will be considered terminated when both parties have fully complied with all obligations under the agreement.

In the event that client fails to comply with its obligations, also in case of client’s bankruptcy, suspension of payments or liquidation, GS Translations shall be authorized to wholly or partly terminate the agreement, or else suspend its execution, without GS Translations being required to submit a notice of default or compensate for any damages whatsoever.

In the event that circumstances that cannot be attributed to GS Translations (which include, but shall not be limited to fire, accident, sickness, riot, war, vandalism, network failure and government measures) have for a consequence that GS Translations cannot comply with its obligations pertaining to the agreement, GS Translations shall be authorized to adapt the conditions that apply under the agreement to suit the new situation, or to dissolve the agreement.

Article 10. Applicable law

All legal relations that GS Translations is party to shall be governed by the laws of the Netherlands. All disputes and legal actions in connection with an assignment carried out by GS Translations shall be brought before the competent Dutch court.

Article 11. Amendments

GS Translations shall at all times be authorized to amend these General Terms and Conditions of Delivery and Payment without prior notification.

* A Dutch translation of these General Terms and Conditions of Delivery and Payment is available on request.