General Terms and Conditions

1. General
1.1 These general terms and conditions apply to all legal relationships between Nathalie Puttfarken (“The Contractor”) and the Client, and supersede any terms and conditions referred to, offered or relied on by the Client, unless the THE Contractor specifically approves the application of such terms in writing.
1.2 The Client agrees to these General Terms and Conditions by signing The Contractor’ quotation or by placing an order with The Contractor.

2. Quotations
2.1 Quotations and estimates issued by The Contractor are free of obligation.
2.2 The Contractor may revoke quoted prices or terms of delivery if it has not had the opportunity to view the entire text to be translated prior to issuing the quotation. The Client’s oral or written acceptance of the quotation submitted by The Contractor shall constitute a contract.
2.3 The Contractor may consider as a Client any person or entity that has placed an order with THE Contractor, unless said person or entity has explicitly stated that they are acting on behalf of a third party. In this case, the Client will provide The Contractor with the name and address of the third party, in addition to the invoicing address, upon placing the order.
2.4 Any reasonable doubt on the part of The Contractor about the Client’s ability to pay shall entitle The Contractor to request a deposit from the Client before executing the order.
2.5 If the translation is considerably extensive (over 15,000 words or 1,300 lines), 50% of the project will be delivered and paid on the date agreed prior to the conclusion of the contract.

3.Service Agreement
The service agreement is concluded on the Client’s approval by email of the Contractor’s quotation in or on the Client’s signature of the quotation and its return via fax. Quotations are only provided on receipt of the exact number of i.e. characters of the text to be translated and of the subject matter of the text.
(2) The Client shall present to the Contractor the correct invoice address and the name of the party liable. If the Client concludes the service agreement as the representative of a third party the Client shall confirm to the Contractor in writing his power of representation and shall notify the Contractor of the third party’s direct telephone extension and personal email address in addition to the invoice address. The Contractor is not obliged to verify the existence of the power of representation. The Client is liable for any problems resulting from the above duties. If the Client wrongly claims the existence of a power of representation that in fact does not exist, or that has not been duly granted the Client shall be personally liable to the Contractor for all claims resulting from the service relationship.
(3) The Contractor shall not be liable for any delays or defects resulting from an ambiguous, incorrect or incomplete order.

4. Client’s cooperation and clarification duties
(1) At conclusion of the service agreement the Client shall notify the Contractor of any particular form of procedure to be observed (translation of data carriers, number of copies, intended use, literal translation, legally relevant circumstances, e.g. presentation of the translation at a supervisory authority for approval, etc.). If the translation is intended for publishing the Client shall provide the Contractor with a proof.
(2) At conclusion of the service agreement the Client shall provide The Contractor with any information and documents that are necessary for translation without a corresponding prior request (glossaries of the Client, illustrations, drawings, charts, abbreviations, etc.).
(3) The deployment of a specific terminology of the Client shall be agreed expressly at conclusion of the service agreement. If the Contractor does not receive any specific terminology from the Client, not any relevant documentation, information or any deviating instructions it shall apply a customary, i.e. generally comprehensible form of translation.
(4) The Client shall review the translation provided by the Contractor for apparent translation mistakes (in particular in respect to numbers, dates and names) before using the translation for business dealings or prior to its publication.
(5) The risk of any copyright licences shall be borne by the Client. If third party claims against the Contractor should arise from a violation of copyrights the Client shall indemnify the Contractor from and release the Contractor of any liability for such third party claims.
(6) The Contractor shall not be liable for a violation of the above duties.

5. Fees
All offers and prices are without obligation. All prices are in € Euro, unless something else has been agreed. An advance payment or payment by instalments that commensurate with the quantity of the text already translated may be required for large orders. The Contractor’s prices as specified in any orders shall be deemed net prices exclusive of Value Added Tax.

6. Terms of delivery
(1) Terms and dates of delivery shall be agreed at the placement of the order, and they shall be binding. The Contractor shall only be in default after an extension of the term of delivery granted by the Client to the Contractor in writing has lapsed. After this extension has lapsed the Client may refuse acceptance of the translation, and both parties shall be released from their obligations.
(2) The Contractor shall not be in default if Legal Lector is unable to perform its obligations on the grounds of circumstances for which the Contractor is not responsible. If non-compliance with the delivery term is due to force majeure the Contractor shall be entitled to repudiate a contract or to request from the Client an adequate expansion of the delivery term. Force majeure in the sense intended herein shall include the failure of the external or internal transportation or communication network, or illness. In such an event the agreed delivery term shall be extended by the period of time that the circumstances that are responsible for impeding the performance of the contract last. Any further rights, in particular claims for damages, shall be excluded.

7. Disturbance, force majeure, closure of the business and reduction of business activities, network and server defects, viruses
The Contractor shall not be liable for damages that are caused by business disruptions, in particular on the grounds of force majeure, for example acts of nature and traffic disruptions, network and server defects, any other transmission or transport disturbances, and any other obstacles for which tThe Contractor is not responsible. In the exceptional cases above the Contractor shall be entitled to partly or entirely repudiate the contract. The same shall apply if the Contractor partially or entirely closes down its business or reduces its business activities, in particular the online service, for a specific period of time.
Also, the Contractor shall not be responsible for any damages caused by viruses. If files are delivered by email, modem or any other telecommunication the Client shall examine the transmitted files and texts for transmission defects, immediately after receipt.

8. Liability
(1) The Contractor shall provide its translation services to the best of its knowledge.
If the Client does not raise any written objections immediately, at the latest, however, within 5 days, the translation shall be deemed approved and accepted. After the expiry of these 5 days the Client waives any claims to which he might be entitled on the grounds of any possible defects of the translation.
(2) If the Client objects to an objectively existing and not only insubstantial defect within this 5-day period, such defect shall be described in as much detail as possible, and the Contractor shall be given the possibility to remedy the defect. This shall also apply to rush-orders with a short delivery term. Any further claims, including damage claims for non-performance, shall be excluded.
On principle, the Contractor’s liability shall be limited to the amount of the remuneration fee agreed between the Client and the Contractor for the service agreement concerned.
(4) The Contractor shall not assume any liability for translation mistakes that result from any faulty, incorrect, or incomplete information, documents, or terminology sources, or from such information, documents, or terminology sources that were not supplied within a sufficient time, or that result from any of the Client’s badly legible, faulty, or incomplete standard texts. Beyond the above liability, the Contractor shall only be liable for gross negligence and intent; liability for ordinary negligence shall only come into effect in the case of a violation of fundamental contractual obligations. Liability upon recourse in the case of third parties’ claims for damages shall be excluded.
(5) In the event that the Contractor faces third party claims resulting from a translation, or if third party claims are asserted, the Client shall fully indemnify the Contractor and release him from liability.

9. Default in delivery, Impossibility, Repudiation
The Client shall only be entitled to repudiate the contract in the case of a default of delivery for which the Contractor is responsible, if the Contractor has exceeded the delivery term substantially and if the Client has unsuccessfully granted an extension of the delivery term to the Contractor in writing.

10. Assignment
The assignment of the Client’s contractual rights and obligations required the Contractor’s written consent.

11. Conditions of payment, default of payment
(1) The Contractor’s remuneration shall be due strictly net and on receipt of the invoice by the Client, under the exclusion of any rights of set-off or retention. The Client shall be in default automatically and without warning notice 30 days after his receipt of the invoice. In the event of a default of payment by the Client an additional monthly interest of 10% as well as reminder charges shall be added to the base amount.
(2) All rights to the translation shall be transmitted to the Client on complete payment by the due date.

12. Termination of the contract
The contract may only terminated by the Client in a written notice to the Contractor and before completion of the translation. The Contractor shall be entitled to damages for loss of profit amounting to the value of the service agreement. The Contractor shall be entitled to remuneration from the Client for any partial translation services already completed.

13. Retention of title
The translation supplied as well as the copyright for it shall remain in the Contractor’s property until full payment of any claims has been made. The Client shall only gain the right of use of the translation after the ownership of the translation has been transferred.

14. Despatch, transmission
The despatch, i.e. electronic transmission shall conducted at the Client’s risk. The Contractor shall not be liable for a defective despatch of the texts, or for their loss, or for any damages during a non-electronic transport.

15. Confidentiality
The Contractor obligates himself to maintain secrecy of all facts of which he gains knowledge in relation to his performance of services for the Client. All texts shall be treated with the utmost secrecy and shall only be made accessible without prior agreement to such persons that are directly concerned with the translation, unless such facts have already been published in a generally accessible publication.

16. Applicable law and place of jurisdiction
The contractual relationship between the Client and the Contractor and all legal relationships and claims resulting from it shall be governed by German law. The exclusive place of jurisdiction shall be Hamburg, Germany.
17. Validity

If one or several provision in these General Terms and Conditions are invalid from the point of its very conclusion or become invalid later, the validity of the remaining provisions shall not be affected.