General Terms and Conditions of Business & Notice of Revocation

I. General

1. Our services are offered solely on the basis of, and with reference to, our General Terms and Conditions of business (GTCs), which shall always be an integral part of the contract.
2. A consumer within the meaning of these GTCs shall be any natural person who enters into a legal transaction for purposes that are predominantly outside his trade, business or profession (Section 13 of the German Civil Code [BGB]). An entrepreneur within the meaning of these GTCs shall be a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession (Section 14 of the BGB).
3. Deviating, contradictory or supplementary general terms and conditions of business of our clients shall, even if we do not expressly object to them, only become an integral part of the contract if we expressly acknowledge their incorporation prior to or on conclusion of the contract in writing. Reciprocal confirmations by the client that include deviating conditions of purchase shall be refuted here and now.

II. Quotation/acceptance

1. Unless otherwise stated, our quotations shall remain binding on us for a period of one month from the date of their submission.
2. Incoming orders shall not be considered as accepted until the order confirmation has been sent or the order fulfilled.
3. To become effective, collateral agreements, amendments and supplements shall be made in writing. This shall also apply to any waiver of the written form requirement.

III. Order calculation

1. Translation orders
   1.1  Translation orders shall be calculated on the basis of the source text or the number of standard lines contained in the target text. The agreed basic price applies per line of target text. If a basic price has not been agreed, the price applicable at the time of order placement shall apply.
   1.2 Each standard line contains 55 characters (letters + spaces + special characters + punctuation marks). Shorter or longer lines shall be converted into standard lines.
   1.3 For orders of less than 25 lines we charge a minimum fee which equates to the price applicable at the time of order placement.
   1.4 Supplementary text elements such as lines, graphics, grid lines in tables and statements of certification shall not be counted.
2. Interpreting assignments
   Interpreting assignments are normally calculated per working day. Special agreements are possible in exceptional circumstances.

IV. Scope of services

1. The scope of services to be provided by us is set forth in the order as placed.
2. In the case of translation work we shall provide an idiomatically and grammatically correct translation, whereby specialist terms shall be translated in a lexicographically reasonable and generally understandable manner. If the client requires special wording for specialist terms in the target text or specific specialist terminology, he shall make us aware of this when placing the order.
3. Translations that are not solely intended for internal use require to be checked by the client or an institution engaged by him.
4. The scope of services shall not include provision of foreign language typesetting and graphic design or delivery in the form of films or data files. However, we do provide these services for a separate fee.
5. In the case of interpreting we provide interpreters who specialise in specific subjects or are prepared to familiarise themselves with the relevant terminology. For this purpose, the client must have provided us with a complete set of documentation appropriate to the interpreting assignment (e.g. transcripts, reports and papers) in reasonable time before the date of the assignment (preferably 14 days in advance) and in the languages into and from which interpreting is required. The decisive date shall be the date on which we receive the documents.

V. Right of revocation

If the client is a consumer, he shall be entitled to the following rights of revocation.

1. Translation orders
   Notice of revocation
   You shall be entitled to revoke this contract within 14 days without giving reasons.
   The period of revocation shall be fourteen days from the date of concluding the contract.
   To exercise your right of revocation you must inform us at
   BENDER & PARTNER Sprachendienst, Bismarckstrasse 132, 66121 Saarbrücken, Tel.: +49 (0) 681-96737-0, Fax: +49 (0) 681-96737-17, e-mail: bps-de@bender-partner.com
   with a clear statement (e.g. a letter sent by post, telefax or e-mail) of your decision to revoke the contract. For this purpose you may use the specimen revocation form below. However, this is not mandatory.
   To comply with the period of revocation, it is sufficient for you to send the notification of revocation before the period of revocation expires.
   Consequences of revocation
   If you revoke this contract we shall be under obligation to repay to you all monies that we have received from you, including delivery costs (with the exception of additional costs incurred because you chose a method of delivery which differed from our lowest-cost standard method of delivery) immediately and within fourteen days at the latest from the date on which we received your notification of revocation of the contract. These repayments shall be made using the same form of payment that you used for the original transaction, unless expressly agreed otherwise with you. We shall not charge you repayment fees under any circumstances.
2. Interpreting assignments
   Notice of revocation
   You shall be entitled to revoke this contract within 14 days without giving reasons.
   The period of revocation shall be fourteen days from the date of concluding the contract.
   To exercise your right of revocation you must inform us at
   BENDER & PARTNER Sprachendienst, Bismarckstrasse 132, 66121 Saarbrücken, Tel.: +49 (0) 681-96737-0, Fax: +49 (0) 681-96737-17, e-mail: bps-de@bender-partner.com
   with a clear statement (e.g. a letter sent by post, telefax or e-mail) of your decision to revoke the contract. For this purpose you may use the specimen revocation form below. However, this is not mandatory.
   To comply with the period of revocation it is sufficient for you to send the notification of revocation before the period of revocation expires.
   Consequences of revocation
   If you revoke this contract we shall be under obligation to repay to you all monies that we have received from you, including delivery costs (with the exception of additional costs incurred because you chose a method of delivery which differed from our lowest-cost standard method of delivery) immediately and within fourteen days at the latest from the date on which we received your notification of revocation of the contract. These repayments shall be made using the same form of payment that you used for the original transaction, unless expressly agreed otherwise with you. We shall not charge repayment fees under any circumstances.
   If you requested the service to commence during the period of revocation, you shall pay us an appropriate amount to cover the proportion of services already completed, in comparison with the overall volume of services stipulated in the contract, up to the date on which you notified us that you wished to exercise your right of revocation of this contract.
3. Specimen revocation form for translation and interpreting assignments
   Should you wish to revoke this contract please complete this form and send it back to:
   BENDER & PARTNER Sprachendienst
   Bismarckstrasse 132
   66121 Saarbrücken
   Germany
   Tel.: +49 (0) 681-96737-0,
   Fax: +49 (0) 681-96737-17,
   E-mail: bps-de@bender-partner.com

I/we (*) hereby revoke the contract I/we concluded (*) for the provision of the following translation orders/interpreting assignments (*)

………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………

Ordered on ……………………………………… (*) / Received on …………………….………. (*)
Name and address of client ……………………………………………………………..

1. Date………………………………
   Signature of client ……………………………….
   (for hard-copy notification only)
   (*) Delete as applicable

VI. Delivery dates/delivery period/default in delivery

1. The delivery dates and deadlines stated by us are not binding. We shall endeavour to comply with them.
2. Agreed delivery deadlines shall commence on receipt of the complete source text.
3. In the event that the delivery period is exceeded, the client shall define a reasonable deadline for performance or subsequent performance. However, this deadline shall not be shorter than 1 day per 10 standard pages of the source text.
4. Notice of default in delivery is required.
5. If the client asserts a claim for damages as a result of default in delivery, our liability shall be limited to such damages as were foreseeable at the time of placing the order, provided that the breach of duty is not attributable to intent or gross negligence on our part or that of our vicarious agents.

VII. Prices/terms of payment/default

1. Prices are quoted in euros exclusive of VAT at the respectively applicable statutory rate.
2. Our invoices are payable strictly net.
3. Despite any conflicting conditions of the client, we shall be entitled to offset payments initially against previous debts of the client. If costs and interest have already accrued, we shall be entitled to offset payments initially against the costs, then against the interest and only then against the principal claim.
4. In the event of payment default we shall charge default interest at the rate of 5% above the base interest rate to consumers and 9% above the base interest rate to companies in accordance with Section 247 of the BGB. Default interest, however, shall be at least 11% p.a. The right to assert any further damages caused by delay shall remain unaffected by this. The client shall be at liberty to submit evidence of lower damages caused by delay on the basis of an individual case.
5. Bills of exchange, cheques and payment orders shall be accepted only on account of performance and not in lieu of performance. Collection and discount expenses shall be borne by the client. These are payable immediately.
6. Should the client fall behind with a payment, all other accounts receivable shall become due for immediate payment, even if they are not yet due for payment. Furthermore, the client shall be required to pay in advance for all contracts not yet completed. The same shall apply if the client’s economic situation should deteriorate following conclusion of the contract.
7. In the event of cessation of payments or insolvency on the part of the client, quantity discounts, cash discounts and all other discounts granted shall cease to apply.
8. If, at the client’s request, we issue the invoice to a third party or parties, the client shall still remain our contract partner. If the invoice recipient fails to make payment within 30 days of the invoice date or refuses to make payment, the client shall be liable to make the payment owed under the provisions of the contract.

VIII. Warranty/compensation for damages

1. Provided that no deviating provisions have been agreed for the case / contract in question, the statutory warranty provisions shall apply.
2. Translation orders
   2.1  If the client is an entrepreneur, he undertakes to check the translation immediately for completeness and accuracy. Notification of obvious errors and omissions shall be given immediately, but at the latest within 10 days from the date of delivery; notification of non-obvious errors shall be given within 10 days of their discovery. The decisive date in this respect shall be the date on which the notification was sent.
   If the entrepreneur fails to meet these deadlines, the translation shall be deemed to fulfil the terms of the contract. The assertion of warranty claims shall be excluded in this case.
   2.2  In the event of an error, we shall initially be entitled to choose replacement delivery or take corrective action. In the event that this is unsuccessful, the client shall be entitled to a rebate (price reduction) or to withdraw from the contract (rescission).
   2.3  In the event of withdrawal from the contract following unsuccessful replacement delivery or corrective action, there shall be no additional claims for damages as a result of the error.
   2.4  Claims for damages, in particular for consequential damages, shall be excluded unless such damages were caused by gross negligence or with intent by us or our vicarious agents.
3. Interpreting assignments
   Liability for damages shall be limited through the corresponding application of Para. 2.4.

IX. Limitation of liability

1. If and to the extent that we are liable, our liability shall be limited to the coverage provided by our professional liability insurance policy. The maximum coverage for material damages is EUR 255,645.00[GB1]. If we were instructed to prepare the translation in such a way that it was ready for press, our liability per claim shall be limited to EUR 51,129.00 in line with our financial loss liability insurance policy. The same shall apply in the event of any other financial loss.
2. Para.1 shall not apply if
   2.1 the damages were caused through gross negligence or with intent by us or our vicarious agents,
   2.2 the damages were caused through loss of life, personal injury or damage to health as a result of gross negligence by us or our vicarious agents.

X. Liability for source texts

1. It is in the client’s own interests to provide a copy of the source texts for translation and not the original; the client shall make and retain a backup file when sending data files. If the client sends us an original that is not identifiable as such, or has not prepared a backup file, he shall expressly inform us of this fact when sending the document or data file.
2. In the event of the loss of the source text we shall only be liable to the same level of care and diligence that we would employ in our own affairs.

XI. Period of limitation for damage and warranty claims

With the exception of cases of fraudulent intent, the period of limitation for damage and warranty claims brought by the client as a result of an error shall be 1 year from the date of acceptance of the translation and, for interpreting assignments, 1 year from the date on which the standard limitation period commences.

XII. Own and third-party proprietary rights

1. To the extent that the provision of the translation service creates proprietary rights for us or our vicarious agents, we and/or our vicarious agents grant the client the unlimited and sole right to use the translation, provided that the agreed fee has been paid in full.
2. Before processing the translation order placed with us, we shall not be under any obligation to check whether third-party proprietary rights to source texts exist or whether the agreement of the original creator and/or other entitled person(s) has been obtained.
3. If, in the case of a translation prepared in accordance with the terms of the order or the sending of a source text supplied by the client, claims are asserted against us for infringing third-party proprietary rights or copyrights, the client undertakes to indemnify us against all such claims made by the third party. The indemnification shall also cover the costs of legal defence and, if the case is lost, the full cost of legal proceedings. The client shall, at the first request, make an appropriate advance payment for the costs of legal defence and legal proceedings.

XIII. Confidentiality

We and our vicarious agents shall be bound to maintain absolute secrecy with regard to the content of the source texts for translation. The same shall apply to information to which we and our vicarious agents gain access in the course of fulfilling an interpreting assignment.

XIV. Order cancellation

Should the client withdraw from the contract without being legally or contractually entitled to do so, we shall be entitled, at our own discretion, to decide whether to insist on fulfilment of the contract. If we are prepared to terminate the contract, such preparedness shall depend upon the client’s meeting the following conditions:

1. For translation orders
   The client shall bear the actual costs already incurred by us, but this shall amount to no less than a processing fee of 15% of the order value.
2. For interpreting assignments
   Should the client cancel the order 15 days or more before the agreed deployment date, he shall pay a flat-rate fee amounting to 1/3 of the agreed or anticipated full order value, excluding travel, accommodation and victualling expenses.
   If the order is cancelled between 7 and 14 days before the deployment date, we shall charge a flat-rate fee amounting to 50% of the agreed or anticipated full order value, excluding travel, accommodation and victualling expenses.
   If the date of order cancellation is less than 7 days before the date of the interpreting assignment or if the assignment date is cancelled without our being notified thereof, the full agreed fee, including travel expenses incurred up to that date, shall become payable.
   The client shall, where applicable, be entitled to submit evidence of lower damages to us. We in turn shall be entitled to assert claims for damages over and above this.

XV.  Place of performance/transfer of risk

1. The place of performance for translation orders is Saarbrücken.
2. If there has not been an agreement to the effect that the translation is to be handed over at our business premises, we shall be deemed to have fulfilled our obligation to perform once the translation has been sent using the agreed means of transmission.
3. The cost of transmission shall be borne by the client. If the client is an entrepreneur, he shall bear the risk of transmission.

XVI. Place of jurisdiction/place of fulfilment

1. If the client is an entrepreneur, the place of fulfilment for all reciprocal obligations resulting from the translation order shall be Saarbrücken.
2. If the client is an entrepreneur, the place of jurisdiction shall be Saarbrücken. We shall, however, be entitled to bring legal action against the entrepreneur at his general legal venue.

XVII. Closing provisions

The legal invalidity of individual provisions shall not affect the applicability of the remaining clauses.