General terms and conditions
The General Terms and Conditions, hereinafter referred to as GTC, apply to all our business transactions with our customers. The application of all other terms and conditions of purchase and delivery of the customer is hereby expressly rejected, unless we have explicitly accepted them in individual cases. The GTC shall be accepted by the customers upon placing the order and shall apply for the entire duration of the business relationship, even if we no longer refer to the GTC when accepting individual orders. They shall also apply to future transactions. Customers are both legal entities and natural persons.
Orders of any kind must identify the subject of the transaction without any doubt. Verbal side agreements as well as changes to orders shall only apply if confirmed by us in writing. We are not liable for delays or deficiencies in performance caused by incorrect, incomplete, misleading and illegible information provided by the customer, including information provided in the translation specifications. We may withdraw from an order after it has been confirmed without reservation if any information we subsequently receive about the customer is not satisfactory.
The order is generally carried out in the office of ReSartus or one of our cooperation partners. Full or partial performance at the customer’s premises can be agreed upon request if working documents cannot be disclosed and/or if continuous specialist discussions or technical coordination should make this necessary.
The right to issue instructions to its subcontractors and employees, in particular the instruction, guidance and supervision, is exclusively the responsibility of ReSartus, even if the order is carried out at the client’s premises. This shall not affect the customer’s right to issue performance instructions relating to the order and the work results in individual cases.
2. Performance by Third Parties
We may use third parties for the execution of all transactions if we deem it expedient and reasonable in our discretion.
3. Offers and Prices
All offers and prices are non-binding. They can be adjusted to the actual circumstances and the changing expenditure without separate notification. Prices are in Euro if no other currency has been agreed. All prices quoted in our offers are net prices excluding tax, unless otherwise agreed. Payment terms, discounts or other deductions shall not be granted unless expressly agreed upon. Special services require a surcharge or will be charged according to time and effort.
Unless stated otherwise in writing, the quoted prices for translation services are prices per translated line. A line counts a maximum of fifty-five characters including spaces. Longer lines are converted accordingly into lines of a maximum of fifty-five characters. Started lines are considered full lines. A minimum rate is charged if the agreed line price multiplied by the number of lines does not exceed the minimum rate. Certifications, adaptations of foreign-language advertising texts, website and software localization, text entry, typesetting and printing work, formatting and conversion work, proofreading, rush charges, the creation and expansion of a terminology list or glossary will be invoiced separately according to time and effort or by agreement.
The time required by the interpreter to travel to and from the place of assignment shall be charged at the hourly rate estimated for the interpreting service in addition to the interpreting and attendance time, unless otherwise agreed. Any expenses incurred (travel, hotel, meals, etc.) shall be paid by the customer. The registered office of the respective processing office is the place of the start and end of the trip, unless another place of the start and end of the trip has been contractually agreed upon. Started hours are considered full hours and started days are considered full days.
The services commissioned and accepted by us shall be performed by us in accordance with the order and these GTC. We do not owe any service beyond the order. In the event of cancellation of the order, we are entitled to charge the customer cancellation fees and compensation fees of up to one hundred percent of the agreed fee.
Unless otherwise agreed in writing, we shall prepare and deliver a working translation. Certifications, publications, creation and adaptation of foreign-language advertising texts, website and software localization, text entry, typesetting and printing work, formatting and conversion work, proofreading, rush jobs, the creation, expansion and use of specific terminology or a glossary must be indicated in good time when the order is placed so that we can make arrangements accordingly. We shall not be liable for inaccurate, unclear, incomplete, erroneous and incorrect information or terms within the source texts, templates, information and word collections provided by the customer or in the wording of the order. In the case of rush orders that require the service to be divided among several employees, no guarantee can be given for uniform terminology. Claims for damages and reductions of invoices are ruled out. The creation or expansion of a terminology or glossary will only be done by explicit agreement. The prerequisite is that sufficient documentation, such as terminology databases, pre-translations, word lists or glossaries, are provided when the order is placed.
In the case of interpreting orders, the client is obliged to inform us in good time of the type of interpreting service (liaison, simultaneous or consecutive interpreting, etc.), the interpreting and conference equipment required, the exact location and date of the event, and the contact persons. The client agrees to provide us with appropriate preperation materials in good time, at least one to two weeks before the start of the event, and, if necessary, to accommodate our interpreters in a hotel close to the event location in accordance with their standing.
5. Delivery Dates and Partial Delivery
Delivery times are given to the best of our knowledge and can always only be estimated delivery dates. They are not considered a binding assurance. The customer is obliged to accept any partial deliveries under the agreed conditions.
6. Disruptions, Force Majeure, Closure and Restriction of Operations, Network and Server Errors, Viruses
We are not liable for damages caused by disruption of our operations, in particular by force majeure, for example, natural events, strikes, traffic disruptions, traffic-related delays, network and server failures, for connection and transmission errors beyond our control and other disruptions and absences of teachers or interpreters. In such cases, we are entitled to withdraw from the contract in whole or in part. The same applies if we have to close or restrict operations, in particular the online service, in whole or in part on individual days or for a certain period of time for an important reason.
We are not liable for damages caused by viruses, trojans, autodialers, spam mail or similar data. Our computer systems (network, workstations, programs, files, etc.) are regularly checked for such viruses and data. In the case of deliveries of files via e-mail or other remote transmissions, the customer is responsible for a final virus and data check of the transmitted data and text files. Any claims for damages will not be recognized by us. Electronic transmission is at the risk of the customer. We are not liable for damaged, incomplete or lost texts and data due to electronic transmission.
7. Acceptance, Approval
The acceptance of the service or delivery, including partial deliveries, is a primary obligation of the customer. If the customer refrains from or refuses acceptance, he is in delay of acceptance without further notice and is liable for all resulting damages.
Furthermore, the following provisions shall apply to the approval of the services:
After a successfully completed review, but no later than 2 weeks after handover of the commissioned result, the customer must immediately declare approval in writing and point out any possible flaws. The review shall be deemed to have been successfully completed if the contract result meets the contractually stipulated requirements in all essential respects.
If the customer does not declare approval immediately despite the obligation to approve, ReSartus can set a deadline of 2 weeks in writing for the submission of this declaration. If ReSartus has pointed this out in the written deadline, approval is deemed to have taken place if the customer does not specify the reasons for refusing approval in writing within a period of 1 week. Approval shall also be deemed to have been given when the customer accepts the result of the order or it has been delivered to them.
Complaints shall only be accepted if they are made in writing immediately after the transfer of the translation or after the execution of the service in the case of obvious flaws, immediately after the inspection of the translation or the service in the case of recognizable flaws, and immediately after their discovery in the case of hidden flaws, with a substantiated description of the flaw. Complaints must be made in writing, stating the exact nature of the flaw. In commercial and non-commercial transactions, in the case of obvious defects, all complaints are excluded two weeks after transfer of the translation or after performance of the service, in the case of recognizable flaws, four weeks after transfer of the translation or after performance of the service, otherwise four weeks after discovery of a hidden flaw by the customer. In the event of justified, duly notified flaws, we have the right, at our discretion, to revise the translation or the service at least twice or to produce a new translation. The customer remains obligated to accept the service provided and to make payment.
The customer is obliged to inform ReSartus immediately in writing if they become aware of any flaws during the functional test. In the event of significant flaws in the service, ReSartus will initially be given the opportunity to rectify these within a reasonable period of time, to the exclusion of any further claims.
9. Delay in Delivery, Impossibility, Withdrawal and Damages
The customer shall only be entitled to withdraw from the contract or to perform the service personally in cases of delay in performance, revision of flaws and impossibility for which the customer is responsible, as well as in other cases, if the deadline has been considerably exceeded and the customer has set a reasonable period of grace. In commercial transactions, we shall be liable for late delivery, for non-performance and for damages, irrespective of the legal grounds, with the exception cases of intent and gross negligence as well as for subcontractors and, in the case of slight negligence, only insofar as essential contractual obligations have been violated and not for consequential damages caused by flaws, other indirect damages and loss of profit. In other respects, liability shall be limited in commercial and non-commercial transactions in the event of slight negligence to twice the invoice value of the delivery or service causing the damage and to a maximum of twenty thousand euros, and in commercial transactions in the event of intent and gross negligence on the part of subcontractors to three times the invoice value of the delivery or service causing the damage and to a maximum of thirty thousand euros. The liability for damages mentioned herein shall always be limited to typical direct damages foreseeable at the time of conclusion of the contract. The liability limits are reduced to one third if the customer is insured against damages. The customer is subject to wide-ranging obligations to cooperate. The customer undertakes to check every service provided by us for flawlessness and for usability in the specific situation before using the service for any other purpose. We shall not be liable for consequential damages, such as faulty printing, if the customer has not fulfilled their obligation to cooperate comprehensively and in a timely manner.
If the customer wishes to publish the translated text or use it for advertising purposes, or if they wish to have the translation formulated in a certain style, they must provide clear information, glossaries, and style and text specifications for the text to be published or for the adaptation of the advertising text when placing the order. If the customer fails to disclose the aforementioned purposes when placing the order and the text is later published or used for advertising purposes, the customer shall not be entitled to claim damages resulting from the fact that the publication or advertising has to be repeated due to a translation error or a flawed adaptation. In this case, we reserve the right to make claims for infringement of copyright regulations. The customer must send us a proof for approval before going to press. If the customer prints without our approval, this shall be fully at the customer’s expense and the customer shall also be fully liable for any consequential damage.
ReSartus shall initially provide warranty for any flaw in the results of the order at their own discretion by rectifying the flaw or producing a new product. If the rectification/replacement fails despite at least two attempts at subsequent performance, the customer may demand a reduction in price or rescission. In the event of only minor flaws, the customer shall not be entitled to withdraw from the contract. The warranty period for flaws not caused intentionally is 24 months from the respective statutory start of the limitation period.
The cession of rights from a contract by a customer requires our written consent.
11. Terms of Payment
Unless otherwise agreed, we require payment in business transactions with our customers within 30 days of the invoice date, excluding deductions, retentions and offsets. The party placing the order shall be liable for payment in each case. If the customer is insolvent, unwilling to pay or if there are reasonable doubts about their ability or willingness to pay, we can make the invoices due immediately. In this case, we are entitled to return the service or goods in partial deliveries against payment or, optionally, to withdraw from the contract. ReSartus is entitled to agree on advance payment. Unless otherwise agreed, we shall be entitled to demand a down payment of the actual invoice amount or of the amount estimated by us.
Payments made are irrevocable. If partial payments are agreed, the entire remaining amount shall become due if the customer is in default with at least two consecutive partial payments in whole or in part. Provisions of the customer regarding the crediting of payments are not binding for us. We reserve the right to offset payments against due claims and interest at our discretion. In the event of default in payment, we shall be entitled to withdraw from the contract after expiry of a reasonable grace period or to claim damages for non-performance. Furthermore, we are entitled, after prior notice, to exercise the right of retention for all outstanding deliveries or to demand advance payments. The customer in default is obligated to surrender delivered goods still subject to retention of title to us upon request. Furthermore, we are entitled to demand immediate payment of all outstanding invoices, including those not yet due, including deferred amounts. In the event of default in payment or deferral of payment, we shall be entitled to charge the customary credit interest from the date of default. In the event of exceeding the payment term first specified in the invoice, the customer agrees, in commercial transactions, to assume the customary bank credit interest incurred by us for this purpose.
For orders placed directly via our website, or for other orders, we require advance payment in the form of a deposit of the expected invoice amount in cash or by bank transfer to us. For this purpose, the customer provides their name and address when placing the order. By placing the order, the customer authorizes us to collect the deposit or the invoice amount by credit card.
12. Retention of Title
Until full settlement of all existing claims against the customer, the delivered service, including all pending rights, remains our property. If the reserved goods or services are combined or processed with other third-party items or services, we shall acquire co-ownership of the new item or service in the ratio of the value of the reserved goods or services to the other items or services.
We reserve all rights to any work results of certain supplementary services such as the creation of technical terminology, a collection of words or a glossary. Insofar as the property rights to these services are assigned to the customer, the customer shall grant us a simple and transferable right of use to these work results. We are entitled to reproduce, translate, edit and publicly report on the individually created work results. The rights of use are granted for an indefinite period and can only be terminated for an important reason.
In case of utilization and changes of our services by third parties, our consent must be obtained in advance.
13. Third Party Rights
The customer shall ensure that no third party rights to the information, documents and other items provided to us conflict with any processing, utilization, duplication and/or publication of the processing. The customer shall indemnify us and our subcontractors against any liability for claims by third parties based on the use, processing, utilization or reproduction of such information, documents and other items or the processing thereof.
We are committed to keep secret any confidential information disclosed by the customer in the course of the cooperation and marked as confidential and to take appropriate measures to prevent unauthorized third parties from gaining knowledge of this information or documents and/or to exploit this information and documents. The obligation to maintain confidentiality ends as soon as the confidential information has become public knowledge and is therefore in the public domain or was already known to us. As a matter of principle, we will not disclose the customer’s confidential information to unauthorized third parties, but we may use third parties to provide the services, provided that they are obligated to maintain confidentiality. The protection of secrecy ends three years after the information or documents have been transmitted to us.
In the case of electronic transmission of texts and data between the customer and us, we do not grant absolute protection of confidentiality due to the external possibilities of intervention. If stricter confidentiality obligations are to be observed in the processing of certain documents, the customer is obliged to explain these obligations to us in detail in writing when placing the order and, if necessary, to provide us with the programs, codes and passwords to be used.
15. Right to Use the Trademark
The customer grants us a simple, non-exclusive right of use to use the customer’s word mark, picture mark and word-picture mark (hereinafter “mark”) worldwide and to reproduce it in the context of promoting the cooperation. We commit ourselves to use and reproduce the mark exclusively as part of the reference of our customer base. We recognize the customer’s rights to the mark and commit not to interfere with these rights in any way. We may request the mark in electronic form at any time (i.e., print- and screen-ready versions). The mark may only be used by us in the shapes and colors specified by the client.
Our employed and self-employed staff may not be employed, engaged or contracted, directly or indirectly, for up to twelve months after the completion of the client’s last assignment without our approval. Nor shall any offer be made to them, orally, in writing or otherwise, for such activity.
The customer hereby agrees that their data will be stored in accordance with data protection policy.
18. Applicable law
All legal relations between the customer and us shall be subject to the laws of the Federal Republic of Germany to the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG).
19. Place of Fulfillment and Jurisdiction
The place of performance for our and our customer’s obligations as well as for the customer’s monetary debts is the place of business of ReSartus in Stuttgart, Baden-Württemberg, Germany. The exclusive place of jurisdiction is Stuttgart, Germany.
Any initial or subsequent invalidity of one or more provisions of these GTC shall not affect the validity of the remaining provisions. A valid provision that comes closest to the legal and economic purpose shall then be deemed agreed upon. The authoritative version of these GTC is the version available in German.
21. Changes to the GTC
These Terms and Conditions may be subject to change at short notice. Please contact us if you wish to receive a current version of these General Terms and Conditions. The version valid at the time of the order shall apply.
Status of these GTC: June 1, 2020