General Terms and Conditions
Sprachendienst Dr. Herrlinger GmbH / Herrlinger & Partner
for translations
Status: September 2010
Art. 1 Scope, exclusion of deviating terms and conditions
(1) Our General Terms and Conditions apply exclusively. They are also applicable to all future business transactions and ancillary services such as any information, notifications or similar, and to all business contact with the Client, including for example in cases where contractual negotiations are initiated or contracts proposed, even where these General Terms and Conditions have not yet been expressly agreed again or where no repeat express reference is made to them.
(2) If, in individual cases, contractual obligations are established against persons who are not themselves to be a contractual party, the liability stipulations of these General Terms and Conditions shall also apply to such third parties in as far as the General Terms and Conditions were involved in the establishment of the contractual obligation. This applies in particular in cases where the third parties were informed of or already had knowledge of the General Terms and Conditions.
(3) We do not acknowledge and hereby contradict any conditions on the part of the Client which deviate from or conflict with our General Terms and Conditions. Agreements entered into at an earlier date and earlier revisions of our General Terms and Conditions are superseded by the present Terms and Conditions.
Art. 2 Conclusion of contract, content and scope of performance, prohibition of assignment
(1) Unless otherwise agreed with the Client, our quotations are drawn up free of charge and are non-binding. A contract comes into effect on confirmation of the Client’s purchase order or on commencement of order execution by us.
(2) Our written quotation / our confirmation of order is authoritative in determining the scope of our performance. Ancillary agreements or changes must be confirmed by us in writing.
(3) Unless expressly marked as binding, any facts contained in brochures, advertisements, price lists or other documentation are deemed approximations only.
(4) The Client is not entitled to assign or transfer claims or rights arising from the business relationship to third parties without our consent. The same shall apply in respect of claims and rights against us arising directly by operation of statute.
Art. 3 Delivery by the Client
(1) The Client bears sole responsibility for the unambiguousness and legibility of source texts. We shall accept plain text and all commonly used data carriers and formats.
(2) The Client shall be responsible for ensuring that source texts are free of legal defects. If claims are asserted against us due to the infringement of rights, the Client shall be obliged to hold us harmless against any third party claims.
Art. 4 Processing
Translations shall be performed using colloquial language. Specialist technical language, taking into consideration explanatory enclosures or terminology specifically requested by the Client shall only be used by separate written agreement. Any deviating formulations or the use of alternative forms of expression in different translations do not constitute a defect.
Art. 5 Prices, payment, offsetting and right of retention
(1) The specified prices are net prices exclusive of the relevant valid rate of value-added tax, even where this is not separately indicated, and exclusive of any ancillary costs.
(2) Unless otherwise agreed, our invoices are payable 30 days from the date of invoice without deductions. If the Client is acting on conclusion of contract in a commercial or selfemployed professional capacity, then we shall be entitled to demand interest on arrears of 5% above the relevant base interest rate without prior warning. This shall not prejudice our right to demand higher interest on arrears where applicable. Other means of payment shall only be accepted by separate agreement and on account of performance, and a charge made for all discount and collection fees which shall fall due for immediate payment.
(3) Should the Client fall into payment arrears, we shall be entitled to make the provision of further services conditional upon full settlement of any outstanding payments.
(4) We shall furthermore be entitled to refuse to provide services in cases where circumstances arising after conclusion of contract give rise to doubts as to the ability of the Client to make full and timely payment, unless the Client meets its obligation or provides adequate security. This applies in particular in cases where knowledge is received of any enforcement measures and/or bill or cheque protest actions against the Client.
(5) In the event of wage or salary increases, if the Client is acting on conclusion of contract in a commercial or selfemployed or professional capacity and more than four months have elapsed between conclusion of contract and the agreed delivery date, we shall be entitled to adjust the agreed price accordingly.
(6) Offsetting against counterclaims of the Client which are disputed or ready for adjudication is excluded. If the Client is acting on conclusion of contract in a commercial or selfemployed professional capacity, any notification of defect shall affect neither its obligation to pay nor the due date for payment. The Client waives any right to refuse performance or withhold payment, excepting where we or our legal representatives or vicarious agents are responsible for gross infringement of contract or where the counterclaims on the part of the Client which form the basis of the right of the Client to refuse performance or to withhold payment are undisputed, established by due legal process or ready for adjudication.
(7) We retain all rights to our performance until payment of the agreed remuneration by the Client in full.
Art. 6 Delivery period, part deliveries, creditor default, delayed delivery
(1) The agreed delivery period begins on principle on conclusion of contract, but not before receipt in full of all documents, releases or agreed pre-payments to be supplied by the Client. The delivery period is deemed to have been adhered to if the delivered object has left our company premises by its expiry date, or if the Client has been informed of its readiness for dispatch in cases where delivery is not possible for reasons for which the Client is responsible.
(2) A reasonable extension of the delivery period shall be granted in the event of force majeure or should unforeseen unusual events occur such as unrest, strikes, fire, seizure or embargo for which we cannot be held responsible, which we were unable to avert despite taking all reasonable care under the circumstances of the individual case, and which impact on the timely fulfilment of the contract. Should the delivery period be extended to an unreasonable degree due to such circumstances, the Client shall be entitled after expiry of a reasonable period set by the Client to withdraw from the contract or, should a partial delivery be in the interests of the Client, to withdraw from the unfulfilled part of the contract.
(3) Deliveries prior to expiry of the delivery period and partial deliveries are admissible where these do not result in unreasonable impairment of contrary interests of the Client.
Art. 7 Passing of risk
(1) The transmission of work performed by us takes place from our place of business.
(2) If the Client is a businessman and is acting on conclusion of contract in a commercial or self-employed or professional capacity, risk passes to the Client in all cases – including the risk of seizure – on handover of work performed by us to the carrier. Should dispatch be delayed for reasons for which the Client is responsible, and if the Client is a businessman and is acting on conclusion of contract in a commercial or selfemployed or professional capacity, then risk shall pass to the Client on notification of readiness of our performance for dispatch.
(3) Any liability for computer-related transmission errors is excluded.
Art. 8 Guarantee
(1) If the Client is a trader, then it is obliged to inspect our performance for any defects on receipt without delay. The Client is required to provide notice of any obvious defects in performance without delay. Notification of any defects which are not obvious must also be provided immediately upon their detection. Should the Client fail to provide notification of defect within an exclusion period of 7 days, our performance shall be deemed approved also in consideration of the defect.
(2) If the Client is a businessman as defined by the German Civil Code (BGB), the Client may demand supplementary performance, reduction of the purchase price, withdrawal from the contract and compensation for damages only in accordance with the following stipulations:
In the event of the absence of agreed characteristics in the delivered object or in case of the existence of any other material defect, we shall undertake to remedy the defect for the period of 1 year subject to notification of defect by the due date. Following two failed attempts on our part to remedy the defect, the Client shall be entitled to demand a reduction of the agreed remuneration instead of remedy of the defect, or following a reasonable period of grace without result, may demand rescission of the contract concluded with us.
(3) The above rulings are void in the event that defects have been fraudulently concealed by us or where we have provided a warranty of the characteristics of our performance, but this shall not apply to claims to damages on the part of the Client; in this regard the restrictions of the above paragraphs and the stipulations of Art. 9 below shall apply.
Art. 9 Liability
(1) Should we fail to deliver, or should our delivery be delayed or defective, this shall not entitle the Client to compensation for damages excepting:
a) in the event of damages arising from injury to life, limb or health which are due to premeditated or negligent infringement of duty on our part or to premeditated or negligent infringement of duty on the part of one of our legal representatives or vicarious agents.
b) in the event of other damage caused as a result of premeditated or grossly negligent infringement of duty on our part or of premeditated or grossly negligent infringement of duty on the part of one of our legal representatives, senior staff members or vicarious agents, or in the event of the premeditated or negligent infringement of obligations material to the contract (cardinal obligations) on our part or the premeditated or negligent infringement of obligations material to the contract (cardinal obligations) on the part of one our legal representatives, senior management staff or vicarious agents. Obligations material to the contract (cardinal obligations) are obligations whose fulfilment is fundamental to correct execution of the contract and on the fulfilment of which the Client may rely on a regular basis.
c) in the event of damages falling within the protected scope of a guarantee (assurance) provided by us or where we have provided a warranty of characteristics, or in the event of damages for which we bear mandatory liability by law.
This does not prejudice any further-reaching liability on the basis of fraudulent conduct.
In the event of simple negligent infringement of a material contractual obligation, any liability is limited to the degree of damage typically to be expected in such cases. This shall not include damages arising from injury to life, limb or health.
(2) Unless otherwise agreed in these General Terms and Conditions, any claim by the Client to damages of any kind, in particular damages not incurred at the delivered object itself, and any claims arising as the result of an offence are excluded. This also applies to claims arising due to / against our vicarious agents. This liability limitation shall not be applicable in the event of premeditation or gross negligence on the part of ourselves or our vicarious agents.
(3) Should third parties be commissioned or involved in the initiation or settlement of the contractual obligation between the parties, the above outlined guarantee and liability restrictions shall also apply in favour of such third parties.
Art. 10 Termination
Should the Client terminate an order placed with us, then it shall be responsible for payment of the agreed remuneration less any expenses saved by us as a result of non-fulfilment. As applies to all legally binding declarations, termination by the Client must be made in writing.
Art. 11 Final stipulations
(1) If the Client is a business person, legal entity under public law or a special fund under public law, or if the Client has no general legal venue in the Federal Republic of Germany or has moved its legal venue abroad, the place of fulfilment and legal venue for all disputes arising between the parties from the contractual relationship (including any cheque or billrelated disputes) is 72138 Kirchentellinsfurt. We shall also be entitled to litigate at the legal venue with competence for the Client’s place of business.
(2) The Client is aware that data arising from business correspondence, also personal data, must be saved, processed and made available to third parties within the framework of commercial necessity. The Client gives its consent for its data to be collected and processed for this purpose.
(3) Should any provision of these General Terms and Conditions or a provision within the framework of any other agreement be or become unworkable, this shall not affect the validity of the remaining provisions or agreements. (4) German law exclusively shall be applicable to all contractual and other legal relations with our Clients.
Sprachendienst Dr. Herrlinger GmbH /
Herrlinger & Partner
Wannweiler Str. 12
72138 Kirchentellinsfurt
