1 General provisions
These terms and conditions (T&Cs) apply to all business transactions between A.C.T. Fachübersetzungen GmbH (hereinafter referred to as the “A.C.T. translation agency”) and their clients. By placing an order, the client acknowledges and accepts the T&Cs, which shall be valid for the entire duration of the business relationship. They shall equally apply to future business transactions. Clients can be legal as well as natural entities. The A.C.T. translation agency provides its services exclusively on the basis of these terms and conditions. We hereby explicitly refute any deviating purchase and other conditions used by the contracting party.
2 Client’s obligation to participate, to explain and inform
The client is obliged to inform the A.C.T. translation agency about any special formats in which the translation is to be provided (e.g. delivery on data media, number of copies, exterior form of the translation, exposure films, etc.). The purpose of use of the translation (certification, publication etc.) shall be specified. Should the translation be intended for printing, the client shall provide the A.C.T. translation agency with a copy for correction. The background information and documents required to produce the translation (specialist terms that are known to the client in glossary form, illustrations, drawings, explanations of abbreviations, specification of the target country, etc.) shall be provided to the A.C.T. translation agency by the client in good time without being requested to do so.
The A.C.T. translation agency shall not be liable for any errors resulting from the client’s failure to comply with these obligations.
3 Issuing of orders
The client shall issue orders to the A.C.T. translation agency electronically, in writing or text form. Orders only come into effect once a written confirmation (electronic, written or text form) has been issued by the A.C.T. translation agency. Verbal subsidiary agreements and changes of orders only apply subject to our written confirmation.
4 Scope and execution of services
The A.C.T. translation agency commits to producing all translations with due care in accordance with prevailing professional standards. If no special instructions or documents are submitted by the client, technical terminology will be translated in accordance with generally accepted and/or lexicographic conventions.
The A.C.T. translation agency shall be entitled to engage third parties in order to carry out all business transactions if it considers this appropriate and sensible. Any contact between the client and third parties engaged by us is subject to approval of the A.C.T. translation agency.
If required, the A.C.T. translation agency shall create a customer-specific terminology database for the client. This database is the property of the contractor.
5 Quotes and prices
Unless otherwise regulated, all quotes and prices offered by the A.C.T. translation agency are subject to alteration and non-binding. They can be adjusted to reflect actual circumstances and any alteration in scope without express notification. All prices are indicated in Euros unless a different currency has been agreed upon. All prices indicated in our quotes are net prices exclusive of tax. Payment terms, discounts and any other deductions shall not be granted unless they have been explicitly arranged between the A.C.T. translation agency and the client.
6 Delivery periods and partial deliveries
Delivery periods are indicated to the best of our knowledge and can only constitute anticipated dates of delivery. They are not a binding confirmation. The client shall be obliged to accept possible partial deliveries on the agreed terms. The client shall only be entitled to rescind the contract if the delivery period has been exceeded to an unacceptable extent and if the client has set a reasonable period of grace in writing. In this case, our liability shall be limited to the sum of remuneration for the order (invoiced amount).
The acceptance of the service or delivery, including partial deliveries, is a primary obligation of the client. If the client refuses or neglects acceptance, s/he shall be in default of acceptance and shall be held responsible by the A.C.T. translation agency for all damages arising from this default.
8 Disruptions, force majeure, network and server errors, viruses
The A.C.T. translation agency shall not be liable for losses which arise due to disruptions to its operations, in particular due to force majeure, for example natural events and transport disruptions, network and server errors, any other line or transfer failures, as well as other hindrances for which it is not responsible. In these exceptional cases, the A.C.T. translation agency shall be entitled to rescind the contract in full or in part. The same applies if we close or restrict our business partially or fully for a limited period of time for good cause. The A.C.T. translation agency shall also not be liable for damage caused by viruses. Our IT equipment is regularly checked for viruses. The client shall be responsible for carrying out a final virus check of the delivered or provided data and/or text files upon delivery.
9 Liability / complaints
Unless particular arrangements concerning the qualitative specifications of the translation have been agreed upon or in the case that no particular requirements are evident from the type of order, all translations will be produced to the best of one’s knowledge and in good faith as well as in accordance with the full meaning of the original text and grammatical conventions and in an appropriate manner for the purpose of conveying the information.
If the client submits no written objection as soon as possible, however no later than within seven working days, the translation shall be considered approved. In this event, the client shall waive all and any warranty claims and claims for damages.
If the client makes a complaint within this 7-day period pertaining to an objective, not insignificant defect, this defect must be explained in as much detail as possible.
In the case of justified, properly submitted complaints, the A.C.T. translation agency is obliged to amend or exchange the translation or service, reduce its price at its discretion. Further claims, including damages for non-compliance, shall be excluded. Liability is, in any case, restricted to the sum of remuneration for the respective order.
The A.C.T. translation agency shall in any event be liable only for gross negligence and intent; liability for slight negligence is only applicable in the event of a breach of contractual obligations. Liability to recourse in the case of damage claims by any third parties is explicitly excluded. The A.C.T. translation agency shall not be liable for translation errors caused by incorrect, incomplete or delayed information and/or documents or by incorrect or fully or partially illegible source texts provided by the client. If the client does not state the intended purpose of the translation, especially if it is intended for publication or advertising purposes, the client shall not be entitled to assert claims for damages incurred as the result of the unsuitability of the text for the intended purpose.
If the client fails to specify that the translation is intended for print or production, or fails to provide the A.C.T. translation agency with a copy for correction prior to printing, or prints/produces the translation without clearance from the A.C.T. translation agency, the client shall bear the full costs of any possible defect.
Should claims be brought against the A.C.T. translation agency due to a translation which infringes copyright, or should third-party claims be asserted, the client shall fully release us from any liability.
The A.C.T. translation agency shall not be liable for any materials, order components, warranted qualities, shipping instructions, processing regulations, etc. that have been provided by the client, unless a written agreement to the contrary has been reached. We are not obliged to review the above within the meaning of the German Product Liability Act (Produkthaftungsgesetz) and/or the German Civil Code (BGB) for compliance with the statutory standards. In such cases, the client shall be liable without restriction and release the A.C.T. translation agency from all claims of third parties in full at the time at which the claim is made.
10 Transfer of rights
The transfer of rights under a contract by the client requires written consent from the A.C.T. translation agency.
11 Terms and conditions of payment
Unless otherwise agreed, the A.C.T. translation agency will invoice the fee to the client immediately upon completion of the translation. Our fee shall be due within 14 days of the date of the invoice excluding any compensation or retention and shall be settled by bank transfer, cheque, credit card or in cash. In the case of payment default, we shall be entitled to rescind the contract or pursue a claim for damages due to non-performance, following the expiry of a reasonable period of grace. We shall further be entitled to exercise the right of retention in respect of all outstanding deliveries or to request advance payments upon giving prior notice. A client who is in default shall, upon request, be obliged to return to us any services and goods which are still subject to retention of title. In the case of default, we shall further be entitled to charge the usual bank loan interest from the day of entering default.
12 Retention of title
The A.C.T. translation agency shall retain ownership of the service and/or product until all payment claims have been settled in full. The client has a right of use only after full payment has been received. If the service and/or product is sold to a third party by the client, we retain the right to inform this third party about our outstanding claim and the resulting unlawfulness of the use of the service or product in question, and potentially to demand payment of all outstanding sums and resulting expenses. Until all outstanding invoices have been paid by the client in full, the delivered products and/or services and all related legal rights remain our property.
13 Shipment, transmission
The shipment or electronic transmission are made at the risk of the client. The A.C.T. translation agency shall not be held liable for any incorrect or faulty transmission or loss of texts or any damage incurred during non-electronic shipment.
All texts shall be treated as confidential and the A.C.T translation agency undertakes to maintain secrecy concerning any and all facts that may become known to us in connection with our work for the client.
Considering the electronic transmission of texts and files and any other communication in electronic form between the client, the A.C.T. translation agency, and any vicarious agents, it is impossible to guarantee absolute secrecy of confidential and classified information, as external interference cannot be ruled out entirely.
Should claims for damages be brought against the A.C.T. translation agency due to a translation that infringes copyrights, or should third-party claims be asserted, the client shall fully release the A.C.T. translation agency from any liability.
The A.C.T. translation agency (the translator, typesetter, graphic designer, etc.) shall retain the copyright of the service. The transfer of the copyright must be agreed upon in writing for each individual item.
16 Amendments to the terms and conditions (T&Cs)
The A.C.T. translation agency is entitled to amend the T&Cs at any time without prior notice, but shall always ensure that an updated version is made available upon request and published on its website.
17 Applicable law, place of performance and place of jurisdiction
The contractual relationship and other business relationships between the A.C.T. translation agency and the client shall be subject exclusively to the law of the Federal Republic of Germany, under exclusion of international commercial law. To the extent permissible, the exclusive place of jurisdiction and place of performance of all disputes for both contracting parties shall be the place of business of the A.C.T. translation agency, currently Mönchengladbach, Federal Republic of Germany.
18 Final provisions
Collateral agreements, assurances and other agreements as well as changes and amendments to the contract are only effective if made in writing. If any of the terms of this agreement become fully or partially void or ineffective, the remaining parts of this agreement shall remain unaffected. Instead, the ineffective provision shall be replaced by a provision that corresponds to or, at least, approaches the purpose of the contract and which the partners would have agreed upon for the purpose of the same business result, had they been aware of the inefficacy of the provision in question. The same shall apply accordingly in the case of any loopholes.
(Version: February 2019)