1. APPLICABILITY AND VALIDITY OF TERMS OF SALE

All orders placed imply the client’s full acceptance of these Terms of Sale, without any reservation whatsoever and to the exclusion of any other document.

No special terms will take precedence over these Terms of Sale unless expressly stated in writing on the final and binding purchase order.

The execution of any service by the Service Provider implies the Client accepts these Terms of Sale and waives his own general terms and conditions. Any other disposition, in the absence of manifest consent, will be ineffective against the Service Provider, regardless of the time at which he/she may have been made aware of it.

That the Service Provider does not exercise one or more of the provisions in these Terms of Sale shall not be interpreted as a waiver of the Service Provider’s right to exercise any of the provisions in these Terms of Sale at a later date.

 2. QUOTES AND ORDERS

Each order placed by the Client shall be preceded by a free quote issued by the Service Provider based on the documents to be translated or information provided by the Client.

The quote the Service Provider sends to the Client by regular mail or by electronic mail shall include:

• The number of words or pages to be translated;
• The language pair;
• The format of the original document and of the translation;
• The flat-rate price for the translation. The quote will precise whether price increases are included in this flat-rate price notably because of urgency, specific terminology researches, necessary layout work or any other request exceeding the services usually provided by the Service Provider;
• The valid date for the price;
• The date of delivery of the translation;
• The final deadline for reception of the order and of the documents to be translated that enables the Service Provider to respect the date of delivery.

To confirm an order, the Client must return the quote and the present general terms of sale both unaltered to the Service Provider:

• Quote sent by regular mail: Returning by regular mail the quote and the general terms of sale, both signed with the mention “agreed”;
• Quote sent by e-mail: Returning an e-mail mentioning the agreement of the Client for the quote and the general terms of sale.

If the Service Provider does not receive the order confirmation, the Service Provider reserves the right not to commence work on the project concerned.

The quote is definitive only if it is based on a text to be translated which is definitive. If the text to be translated is not definitive, the quote will only be estimated. The Service Provider reserves the right, after informing the Client, to charge an additional fee and/or not to adhere to the delivery date on the Client’s initial order in the following cases:

• Modification of documents or addition of documents by the Client after the initial quote was prepared by the Service Provider;
• Documents not furnished during the quote preparation process, if the initial quote was based on the Client’s estimation of the number of words and an excerpt of the text

In the absence of the Client’s express acceptance of the new delivery and/or invoicing conditions, the Service Provider reserves the right not to commence work.

Unless otherwise stated on the quote, costs incurred during the provision of services (travel, courier or postal fees, etc.) will be charged to the Client.

Any decisions to offer a discount, reduction, or sliding fee scale are at the sole discretion of the Service Provider and only for the service to which they apply. Any discounts or rebates offered to the Client shall not create a right vested in interest concerning future services.

In the event that a quote is not sent to the Client before the commencement of work, translation services shall be invoiced at the base rate usually billed by the Service Provider.

 3. PROOF

The Client agrees to consider faxes, e-mails, copies, and computer files as equivalent to the original and valid proof that the order was confirmed.

 4. DEPOSITS

Any order exceeding Euro 1,000 (one thousand) excluding tax may be subject to a deposit, the amount of which shall be clearly stipulated in the quote. Work shall begin only once the payment is cleared.

 5. DELIVERY

Any delivery date or dates agreed between the Service Provider and the Client shall become binding only if the Client has confirmed his/her order as specified in Paragraph 2 and if the Service Provider has received the order and all the documents to be translated within the deadline written in the quote.

6. THE SERVICE PROVIDER’S OBLIGATIONS

The Service Provider agrees to provide a translation that is as faithful as possible to the original and that complies with professional standards. He/she shall do everything possible to take into account and include in the translation information provided by the Client (glossaries, drawings, diagrams, abbreviations). The Service Provider shall not be held liable for any inconsistencies or ambiguities in the source text, the verification of the final text’s technical coherence remaining the Client’s sole responsibility.

 7. THE CLIENT’S OBLIGATIONS

The Client shall provide the Service Provider with all of the texts to be translated and all of the technical information required to understand the text –especially on the Service Provider’s request- and, if necessary, the specific terminology required. If the Client fails to inform the Service Provider, the Service Provider shall not be held liable if the translation does not conform to the Client’s standards or if delivery is late.

The client has 10 (ten) working days from the time the translated documents are received to inform the Service Provider in writing of any disagreement concerning the quality of the translation. Once this period has expired, the service shall be considered duly completed and no claims may be made. The client agrees to consider postal, fax, or electronic mail receipts as proof of delivery.

8. CONFIDENTIALITY

The Service Provider agrees to preserve the confidentiality of information the Service Provider becomes aware of before, during, and after providing services. Original documents shall be returned to the Client upon simple request.

The Service Provider shall not be held liable in the event that information is intercepted or used by a third party during the transfer of data, especially on the Internet. Therefore, the Client must inform the Service Provider before the provision of services or at the time the order is placed of the means of transmission the Client would like the Service Provider to use to ensure the confidentiality of any sensitive information.

9. FORMAT

Translations are delivered by electronic mail in Word format. On request, translations may be delivered by regular mail. Any other means of delivery or formats must be expressly agreed to by the parties and may result in additional fees.

10. RESPONSIBILITY

Under no circumstances shall the Service Provider be held liable for claims related to nuances of style.

The liability of the Service Provider on any grounds whatsoever shall be limited to the invoiced value of the work. The Service Provider shall not be held liable for direct or indirect harm, including losses of incomes or profits.

It is expressly agreed that delivery deadlines are provided for information only and that missed deadlines shall not be considered grounds for penalties.

The Service Provider shall not be held liable for direct or indirect harm to the Client or a third party resulting from late delivery due to force majeure or fax transmission, electronic mail, postal and other problems.

11. CORRECTIONS and PROOFREADING

In the event of disagreements about certain aspects of the translation, the Service Provider reserves the right to correct these aspects in cooperation with the Client.

If the translation is to be published, the Service Provider shall receive the printer’s proofs to proofread them before the document goes to print. Should the translation be modified without consent of the Service Provider, he/she could not be held liable for the quality of the translation.

Unless otherwise specified in writing, all corrections will result in additional charges to be billed.

12. PAYMENT

Unless otherwise mentioned on the quote, payment in full to the Service Provider shall be made no later than 30 (thirty) days from the date of invoice.

In the case of payments by cheque or wire from abroad, all forex and banking fees will be specified on the quote or be billed to the Client.

In the event of late payments, orders in progress can be unilaterally interrupted until full payment is received and the Client will be liable, without any formal notice being required, for late payment penalty a fixed sum of 40 (forty) Euros as compensation for recovery costs plus interests on the amount of the invoice, calculated on the basis on the latest interest rate of the European Central Bank plus 10 (ten) points of percentage.

Translations remain the property of the Service Provider until payment has been received in full.

 13. COPYRIGHT

Before undertaking to have a document translated, the Client must ensure that this does not infringe on any third-party rights. Therefore, the Client must be the author of the original document or have obtained written permission to have the document translated from the party holding the copyrights to the document.

If these conditions have not been ensured by the Client, under no circumstances shall the Service Provider be held liable if all or a portion of the documents to be translated were to infringe on the rights of a third party or violate any applicable regulations. If this were to occur, the Client shall be held solely liable for any harm or financial consequences resulting from the Client’s negligence.

Furthermore, the Client acknowledges that the translation is a new document, whose copyright is held jointly by the author of the original document and the Service Provider. As a result, for literary or artistic translation, and without harm to the Service Provider’s rights to the work, the Service Provider reserves the right to require that the Service Provider’s name be mentioned on any copies or publications of the translation, in compliance with France’s Intellectual Property Code (paragraph L.132-11).

On the contrary, and again without harm to the Service Provider’s rights to the work, the Service Provider reserves the right to require that the Service Provider’s name be not mentioned on any copies or publications of the translation.

14. CANCELLATION

If work that is commissioned is subsequently cancelled after work has commenced, for whatever reason and notified in writing by the Client to the Service Provider, the Client shall pay the Service Provider the full contract sum for the work completed and half (fifty percent) for the uncompleted work.

15. COMPLAINTS and DISPUTES

In the event of a complaint or dispute of any nature whatsoever, the Service Provider and the Client agree to attempt to settle the complaint or dispute amicably as follows.

As soon as the event from which the complaint or dispute arises occurs, either party may refer the matter to the Arbitration Commission of the Société Française des Traducteurs (SFT) by registered letter with return receipt, with copy to the other party by registered letter with return receipt. The parties agree to allow the Commission to attempt to arbitrate using the means it deems appropriate. The parties agree to do everything within their power to ensure that arbitration is successful. They agree to operate in good faith. They also agree not to take legal action in the four months following the referral of the dispute to the Commission. The parties agree that any attempt to resolve the matter through channels other than the Commission during this period may result in the rejection of the case by the Commission or in the incapacity to resolve the matter amicably and shall justify the payment to the other party of Euro 1,500 (one thousand five hundred).

 16. APPLICABLE LAW AND COURT OF COMPETENT JURISDICTION

The present general terms of sale and the services provided by the Service Provider are ruled on all aspects by the French law and must be interpreted in accordance with this one, with the exclusion of any other one. In case of a litigation that could not be settled by mutual agreement, the Paris court would be the only court of competent jurisdiction.