These Terms and Conditions apply to all business relationships between EVS Translations GmbH (hereinafter referred to as 'EVS Translations' or 'we'), Luisenstrasse 3, 63067 Offenbach, Germany (e-mail: firstname.lastname@example.org, telephone: +49 (0)69 829 7990) and its customers (hereinafter referred to as 'customer'). They apply only if the customer is an entrepreneur (section 14 of the German Civil Code (BGB)), a legal entity under public law or a special asset under public law.
Unless otherwise agreed, the version of the Terms and Conditions valid at the time of the order shall apply, or at least the version last communicated to the customer in writing, as a framework agreement for similar future business without being referred to in each individual case.
The Terms and Conditions shall apply exclusively. Differing, conflicting or supplementary Terms and Conditions of the customer shall become part of the contract only if and insofar as we have expressly approved their validity in writing. Approval shall always be required, even if, for example, we carry out the customer's order without reservation and with the customer aware of the Terms and Conditions.
Individual agreements made on a case-by-case basis with the customer (including subsidiary agreements, additions and changes) shall always take precedence over these Terms and Conditions. A written contract or our written confirmation is a prerequisite for proof of the content of an individual agreement, subject to proof to the contrary.
Declarations to be made to us after the conclusion of the contract by the customer (e.g. setting of deadlines, notification of errors, rescission notice) must be in writing in order to be effective.
References to the validity of legal specifications are for the purposes of clarification only. Even without such clarification, legal regulations shall therefore apply unless they are directly amended or expressly excluded in these Terms and Conditions.
Section 2: Conclusion of contracts
Our quotations are not binding and are subject to alteration unless they are expressly designated as binding.
The customer can request a quotation from us via e-mail, fax or post, through the electronic platform or verbally (hereinafter referred to as 'request for quotation'). For translations, a quotation can also be requested through our website using the online form. In particular, the customer should provide a name and address and the source and target language(s) in a request for quotation.
A customer's request for quotation does not itself constitute a quotation.
If the request for quotation is made online, we will send the customer an automatic, printable confirmation of receipt via e-mail. This shall constitute neither a quotation nor the acceptance of such.
We will provide a quotation to the customer by e-mail, fax or post or verbally (hereinafter referred to as 'quotation'). The customer may accept the quotation by e-mail, fax or post or verbally within four weeks of receipt.
Special regulations for translations
In the case of a request for quotation for a translation, the customer must also specify the subject matter and any terminology and/or background information necessary to produce the best possible translation.
We will essentially create a convenience translation. For additional or differing services, in particular typesetting and printing, formatting and conversion, proofreading and creating a terminology database or glossary, the customer must either have already specified these in the request for quotation or ordered them separately in good time.
Special regulations for interpreting
In the case of a request for quotation for interpreting, the customer shall specify the type of interpreting order (simultaneous or consecutive interpretation) and the required interpretation method. Two weeks before the start of the event at the latest, the customer shall send us the necessary materials with which we are to familiarise ourselves.
In the case of a request for quotation for interpreting/language training, the customer must specify the event location and date, as well as the relevant contact persons.
The cancellation policy for interpreting orders is based on section 6 of these Terms and Conditions.
Section 3: Obligations of the parties
Translation and other services quoted are performed in accordance with the principles of proper professional practice and with the due care required in business transactions. The customer shall receive the copy of the translation as agreed in the contract.
The customer shall inform us in good time of desired forms of the translation (purpose of use, delivery via data carrier, number of copies, readiness for printing, outer appearance etc.). In the event that the translation is intended for printing, the customer shall provide us with galley proofs in good time prior to going to press, so that we can correct any errors. Names and figures are to be checked by the customer.
The customer shall provide us with information and documents necessary for the creation of the translation when the order is assigned.
We shall not be liable for errors or delays resulting from the non-delivery or delayed delivery of this information and documents.
The customer assumes liability for the exploitation rights to a text. The customer shall ensure that a translation of the text can be produced. The customer shall indemnify us against claims for copyright and personal rights from third parties.
Section 4: Delivery time, failure to deliver
Our time limits and deadlines shall be agreed on a case-by-case basis or specified in the quotation. Times shall be given in Central European Time (CET). If the country from which the order comes is the USA, times shall be given in Eastern Standard Time (EST).
A translation shall be deemed to have been delivered once it can be proven to have been sent/transferred to the customer. Technical problems with transmission (e.g. server failure on the part of the e-mail provider) shall be at the expense of the customer.
If we cannot comply with a binding deadline or a binding date for reasons for which we are not responsible, we will inform customers immediately and notify them of the likely new deadline or date. If the service cannot be performed within the new deadline or by the new date either, we are entitled to withdraw from the contract in whole or in part. If the service has already been paid for, we will reimburse the price. Legal specifications concerning rights of withdrawal and termination existing in our favour and the rescission of the contract in the event of suspension of the obligation to perform shall remain unaffected.
The occurrence of our failure to deliver shall be determined by the legal specifications. However, a written reminder from the customer shall always be required.
The rights of the customer and our statutory rights, particularly in the event of suspension of the obligation to perform (e.g. due to impossibility or unreasonableness of performance) shall remain unaffected.
Section 5: Acceptance, requirement to give notice of defects
The translated text shall be delivered to the customer via e-mail, post, on the server for download, via the customer platform or, in specific cases, on the customer's server.
The customer shall be obliged to inspect the translated text for errors immediately it is received (duty of inspection).
A complaint should be made immediately after delivery (or within eight working days of a text being sent/transferred at the latest) about obvious errors in the translation. It should be a commercial business transaction with the errors stated in writing (requirement to give notice of defects). A complaint should be made about less obvious errors as soon as they are discovered (within eight working days at the latest). Timely dispatch of the notification shall be sufficient to keep to the deadline. Once the deadline has expired, there can be no liability for errors.
Section 6: Prices, cancellation fees
Prices shall be agreed individually with customers. Prices shall be calculated in the currency of the country from which the order comes. All prices given in our information material and quotations are net prices (not including VAT).
Interpreting and language training shall be calculated on a daily or hourly basis. Once an hour has begun, it will count as a full hour. Remuneration on an hourly basis according to section 2 (4) shall also include the time the interpreter/language trainer spends at and travelling to and from the place in question. The place of business of our office processing the order shall be the place where the journey begins and ends. The customer shall pay any travel, hotel and meal expenses incurred by the interpreter/language trainer.
If the customer cancels the contract, it shall pay the costs already incurred, starting from a minimum of 15% of the agreed net price. Cancellation shall become impossible as soon as the services have been fully performed.
Cancellation policies for interpreting orders: If the customer cancels the contract, it shall pay the costs already incurred, starting from a minimum of
Four weeks before the first working day = 70% of the order amount
Two weeks before the first working day = 80% of the order amount
One week before the first working day = 100% of the order amount
Cancellation fees for urgent orders In the event of an urgent order being cancelled by the customer, the work that has been done up to the point of cancellation will be recompensed and the costs incurred will be reimbursed. The right to reimbursement includes at least 80% of the agreed remuneration/order value for the services requested but not yet performed that are no longer to be performed due to the cancellation.
Section 7: Terms of payment, default, right to withhold performance
The invoice amount shall be due and payable within 14 days of invoicing and service provision. Even in the context of ongoing business relationships, however, we shall be entitled at any time to carry out a delivery in whole or in part only against pre-payment. We shall declare a corresponding reservation no later than upon confirmation of receipt of the order.
Upon expiry of the above payment period, the customer shall be in default. Interest shall be charged during the period of default at the applicable statutory default interest rate. We reserve the right to claim for further damages caused by default. The claim to commercial maturity interest (section 353 of the German Commercial Code (HGB)) against merchants shall remain unaffected.
Insofar as we accept cheques or bills of exchange for processing only, we shall be entitled to conduct the assertion of claims arising from this against third parties at the expense of the customer. The customer shall make a reasonable advance payment for this upon request.
We shall also then be entitled to withhold performance under section 321 of the German Civil Code (BGB) if the financial circumstances of the customer have already deteriorated significantly even before the conclusion of the contract and, despite careful checks, we recognise this only after the contract has been signed (e.g. by a petition to open insolvency proceedings).
A customer shall be entitled to a right of retention or an off-set right only insofar as its claim has been legally established, is undisputed or is recognised by us. A right of retention can be exercised by a customer only if its counterclaim is based on the same contractual relationship. In the case of errors in performance, the reciprocal rights of the customer shall remain unaffected in accordance with section 8 of these Terms and Conditions.
Section 8: Customer's rights arising from errors
If an error has been reported correctly and in due time in accordance with section 5 of these Terms and Conditions, we shall be entitled to either amend or redo the service as we choose at least twice within an appropriate deadline, insofar as this is possible according to the nature of the service.
If a customer complaint regarding an error is discovered to be unjustified, we can request reimbursement of the costs incurred by us as a result.
We are entitled to make subsequent performance dependent on the customer paying the purchase price. However, the customer is entitled to retain a part of the purchase price reasonable in proportion to the error.
If subsequent performance is excluded or has failed due to the nature of the service or has been delayed beyond a reasonable period of time or may otherwise be refused in line with the legal specifications, the customer shall be entitled to reduce the price or, in the case of a not insignificant error, withdraw from the contract.
Claims on the part of the customer for compensation and reimbursement of expenses shall exist even in the case of errors only in accordance with section 9 of these Terms and Conditions and shall otherwise be excluded.
Section 9: Other liability
We shall be liable for compensation – for whatever legal reason – in the event of of intent and gross negligence. Damage that has been caused by computer failure, by transmission interruptions during the sending of e-mails or by viruses are not to be classified as gross negligence.
Liability for ordinary negligence shall be limited to the breach of a essential contractual obligation, limited to compensation for the foreseeable, typically occurring damage, which does not regularly exceed twice the invoice amount of the service in question, nor a maximum of €20,000.
The exclusion and/or limitation of liability shall not apply to damage resulting from injury to life, limb or health.
The limitations on liability according to sections 9(1) and 9(2) shall not apply if we have fraudulently concealed an error or the customer has claims under the German Product Liability Act.
In particular, we shall not not liable for
delays or errors in performance resulting from incorrect or incomplete transfer of the source text from the customer to us or resulting from ambiguous or incorrect wording in the source text;
defective, incomplete or lost texts and data as a result of electronic transmission;
damage resulting from the text being unsuitable for the intended purpose or from publication or advertisement needing to be repeated or the customer's reputation or image suffering damage due to imperfect adaptation, if the intended use was not provided upon placement of the order;
damage arising from an imperfect translation being printed if the customer did not specify when the contract was signed that the translation was intended to be printed, did not send us galley proofs prior to going to press or printed without clearance from EVS Translations.
We also accept no liability in the case of a force majeure event or technical difficulties outside our sphere of influence and area of responsibility, nor do we accept liability for the means of transfer.
In the event of a breach of duty that has not led to an error, the customer may withdraw or cancel only if we can be held responsible for that breach of duty. Otherwise, the statutory provisions shall apply.
If our liability is excluded or limited, this shall also apply to the personal liability of our employees, associates, representatives and vicarious agents.
Section 10: Limitation period
Claims on the part of the customer because of defects (in quality and title) in the translation are subject to a limitation period of one year following acceptance of the translation.
The above limitation period shall also apply to contractual and non-contractual claims for damages on the part of the buyer that are based on an error in the translation.
Section 11: Confidentiality
All texts and information shall be treated confidentially and – with the exception of section 13 (1) of these Terms and Conditions – shall not be forwarded to third parties. We are obliged not to divulge any facts that become known to us in connection with work for the customer.
Due to the possibility of external intervention, we do not guarantee the confidentiality of texts and data that are transferred electronically between us and the customer.
Section 12: Prohibition of assignment
The customer may assign claims from the contract only with our prior written consent and only if our interests are not unreasonably affected as a result.
Section 13: Involvement of third parties
We are authorised, even without the express consent of the customer, to commission competent third parties (hereinafter referred to as 'partners') to carry out all business. This applies in particular to languages and industries that we do not cover directly ourselves. In these cases, we are responsible for carefully selecting agents and guaranteeing professional suitability.
The contract shall be signed exclusively between us and the customer in these cases as well.
When consulting competent third parties, we shall ensure that they undertake to maintain confidentiality in accordance with section 11.
Section 14: Retention of title and copyright laws
Until the complete fulfilment of our current and future claims against the customer, the delivered item shall remain our physical and intellectual property, for which we are entitled to exclusive usage rights.
Section 15: Applicable law, place of jurisdiction and language
These Terms and Conditions and all relations between us and the customer shall be exclusively subject to the law of the Federal Republic of Germany, to the exclusion of all international and supranational (contract) jurisdictions, especially the UN Convention on Contracts for the International Sale of Goods.
If the customer is a businessperson in accordance with the German Commercial Code, a legal entity under public law or a special asset under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the competent court for EVS Translations GmbH's place of business. The same shall apply if the buyer is an entrepreneur in accordance with section 14 of the German Civil Code (BGB). In all cases, however, we shall also be entitled to make our claims against the customer at the customer's general place of jurisdiction.
Overriding legal specifications, especially with exclusive jurisdiction, shall remain unaffected.
The German version of the Terms and Conditions shall take authority.