General Terms and Conditions of Business of transmit-Deutschland GmbH & Co.KG

Section 1. Scope

These General Terms and Conditions of Business apply to all present and future contracts between transmit-Deutschland GmbH & Co.KG (service provider) and its customers.

The following provisions apply to all future business relationships even if they are not explicitly agreed again.

If the customer has divergent conditions which the service provider does not explicitly recognise, such conditions will not be binding even if they are not explicitly rejected.

The following terms and conditions of business apply even if the service provider carries out the customer’s order unconditionally in full knowledge of the customer’s conflicting or divergent conditions.

Section 2. Services

The service provider will perform its services through the translation of texts as well as interpreting work, copy-editing, DTP jobs, transcription and similar services. The service provider’s service is described below as translation.

The service provider has the right to pass on the order as well as all the necessary data to qualified third parties. In this case, however, it will remain the sole service provider.

The customer is solely responsible for the technical and linguistic accuracy of the original text.

Specific terminology and a certain language variation can only be used if the customer communicates this when the order is placed and it is confirmed by the service provider in writing or in electronic form.

The data required for the use of specific terminology and a certain language variation must be provided by the customer in a digital form suitable for editing by the service provider.

Numbers will be reproduced as per the customer’s template. Calculations and conversions will not be checked. Errors will be the responsibility of the customer.

Technical terms and abbreviations will be translated into their usual lexical form unless specified otherwise in the customer’s documentation and instructions.

Section 3. Terms and conditions of payment

A contract is concluded when the service provider confirms the order in writing or in electronic form. As a result, the service provider has a right to an advance payment amounting to 50% of the agreed fee.

The service provider’s claim for payment falls due when the customer accepts the translation. The latter must review the translation immediately on receipt.

The translation is deemed to have been accepted at the end of 12 working days from the handover of the translation to a shipping company or despatch of the translation by electronic means or at the end of six days from when the customer starts to use the translation provided this point in time occurs earlier. The service provider undertakes to specifically draw the customer’s attention to this arrangement when this deadline begins.

The translation is deemed to have been accepted if the customer pays the invoice unconditionally. The service provider undertakes to specifically draw the customer’s attention to this arrangement when this deadline begins.

The customer is only entitled to set amounts off against each other if its counterclaims have been upheld by a court of law, have been recognised by the service provider or are undisputed.

The customer is only entitled to exercise right of retention if its counterclaim is based on the same contractual relationship.

Section 4. Delivery date

Delivery dates are only binding if they have been confirmed by the service provider in writing or electronically.

One precondition for meeting any delivery date is the punctual receipt by the service provider of all material to be provided by the customer in the amounts specified. If this precondition is not met, the delivery date will be extended by an appropriate period.

If changes are made to the order, particularly to its volume, previous delivery dates will lose their validity.

Section 5. Correction of defects, warranty claims

Obvious defects must be pointed out to the service provider in writing or electronically by the customer within a period of twelve working days from handover of the translation to a shipping company or despatch of the translation by electronic means or within six working days of first using the translation if this occurs sooner.

If the customer fails to assert such claims by these deadlines, the translation will be deemed to be free of any obvious defects. No later assertion of warranty claims with respect to obvious defects will be accepted.

The customer’s claims against the service provider on the basis of defects which reveal themselves will be limited to rectification. In the event that rectification is unsuccessful, the customer will be entitled to reduce the agreed price or withdraw from the contract.

It is incumbent on the customer to explain any defects specifically and in detail.

Defects caused by the fact that the original material is barely legible, contains errors or is incomplete are the responsibility of the customer; the same applies if incorrect terminology has been used in the original material.

Section 6. Delay

If the customer is late in paying the invoice, the service provider will be entitled to retain material provided in relation to the order (e.g. texts to be translated), regardless of the form in which it was provided, until the invoice amount and any losses incurred due to late payment have been settled.

If the customer fails to meet the agreed payment terms, the service provider will be entitled to stop working on all orders from the customer until the customer meets its payment obligations. This also applies to orders for which a binding delivery date has been agreed.

Cessation of work on orders will not give rise to any legal claims on the part of the customer.

Section 7. Cancellation

The customer’s right of cancellation is limited to cancellation for good cause.

In the case of cancellation by one of the contracting parties, the service provider will have a claim to remuneration for the work performed in the amount of € 1.40 per standard line of 50 characters plus the statutory rate of VAT.

It is at the discretion of the customer to prove that the service provider is not entitled to any remuneration or only to a lesser amount.

Section 8. Liability

The service provider is only liable for simple negligence if there is a breach of essential contractual obligations or in the event of injury to life, limb or health. Otherwise, the service provider will not accept any liability in the event of simple negligence.

If the customer is an undertaking, liability for financial losses will also be limited to losses that can typically occur with the service provider’s transactions.

The customer will have no recourse to the service provider on the assertion of compensation claims by third parties.

The service provider will not be liable for any changes to the translation made by the customer.

The service provider will not be liable for losses incurred if the customer publishes translations although they had not been copy-edited

The service provider uses up-to-date anti-virus software. It is not responsible for ensuring that files transmitted are virus-free. In particular, it is not liable for damage caused by computer viruses, computer worms, Trojan horses or similar malware in the event of simple negligence.

The customer is obliged to check files sent by the service provider for computer viruses, computer worms, Trojan horses or similar malware before opening them.

Equally, the service provider is not liable in the event of simple negligence for breaches of the duty of confidentiality due to transmission errors while processing the order, and in particular, when transmitting its work and the original material electronically.

If data is lost, the service provider will only be liable for the expenditure that would have been required to restore the data if the customer had backed up the data properly, i.e. at least once a day.

Section 9. Statute of limitations

The customer’s claims against the service provider will expire one year after the statutory start of the statute of limitations.

Section 10. Rights to the translation

All rights to the translations organised by the service provider will remain with the service provider until the invoice has been paid in full. The right of use only passes to the customer when the full invoice amount has been received.

The service provider owns and retains copyright to the translation.

The translations prepared by the service provider are not intended or suitable for publication unless they have been copy-edited by the service provider. All translations must be copy-edited before publication.

Copy-editing is only part of the order if the service provider has been explicitly commissioned to carry it out.

A translation may only be published crediting the service provider’s name if it is published without any changes.

Section 11. Applicable law

With regard to all legal relationships arising from this contractual relationship, the parties agree that the law of the Federal Republic of Germany will apply to the exclusion of the UN Sales Convention.

Section 12. Place of jurisdiction

The place of jurisdiction for all disputes between the service provider and the customer arising from the contracts concluded between them, is the service provider’s head office provided the customer is not a consumer.

Section 13. Severability clause, written form

If a provision of these General Terms and Conditions of Business should prove to be or become invalid, this will not affect the validity of the other provisions of these General Terms and Conditions.

All agreements must be made in writing or in electronic form. This also applies to the agreement governing the requirement for written form or electronic form itself.

As at: January 2020