General Terms of Sale
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1. Application and Scope of the Terms of Sale
All orders placed imply the Client’s full acceptance of the Terms of Sale to the exclusion of any other document, without any reservation.
No special terms may take precedence over these Terms of Sale unless they are stated in writing on the purchase order in its final and binding form.
The performance of any service by Adelaide Voland implies the Client accepts these Terms of Sale and waives his own general terms and conditions. Any provision to the contrary will, in the absence of manifest consent, be without effect against Adelaide Voland, regardless of the time at which such provision is brought to her notice.
Should Adelaide Voland not make use of any or several of the provisions in these Terms of Sale, this is not be interpreted as a waiver of Adelaide Voland’s right to make use of any of such provisions at a later date.
2. Quotations and Orders
Before the Client places any order, Adelaide Voland will issue a price quotation, free of charge, on the basis of the documents to be translated or information provided by the Client.
The quotation will be sent by Adelaide Voland to the Client, by electronic mail or by fax.
To confirm any order, the Client is to return the quotation un-amended to Adelaide Voland, by fax signed or by return electronic mail clearly expressing acceptance.
Adelaide Voland reserves the right not to proceed with any translation before the quotation is confirmed.
If confirmation of the order is not received within three months of the date the quotation is sent, the quotation will lapse.
Adelaide Voland reserves the right, after informing the Client, to charge an additional fee and/or not to comply with the delivery date on the Client’s initial order in any of the following cases:
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1. Modification of documents or the addition of documents by the Client after the initial quotation was drawn up by Adelaide Voland, in which case Adelaide Voland reserves the right to adjust the amount charged in proportion to the additional volume of work observed or requested;
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2. The absence of documents at the time the quotation was drawn up. If the initial quotation was based solely 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 date and/or charges, Adelaide Voland reserves the right no to commence work.
Unless otherwise provided in the quotation, expenses incurred in connection with the provision of services (travel, courier or postal charges, etc.) are to borne by the Client.
Any decision to offer a discount, reduction or declining rate, whether expressed as a percentage or an amount (per page, line or hour) is at the sole discretion of Adelaide Voland and only for the service to which they immediately apply. Any such discounts or rebates do not give rise to any rights that the Client might assert in respect of any future services.
If no quotation has been sent to the Client before the commencement of work, charges for translation services will be calculated at the rate habitually applied by Adelaide Voland.
3. Evidence of Acceptance
The Client agrees to consider faxes, emails, copies and computer files as equivalent to the original and conclusive evidence of the confirmation of orders.
4. Advances
An advance may be required for any order exceeding €1,000.000 excluding VAT, in which case work will not begin until the advance is received.
5. Adelaide Voland’s obligations
Adelaide Voland undertakes to provide a translation that is as faithful as possible to the original and that complies with professional standards. She will do what is necessary to take into account and include in the translation information provided by the Client (glossaries, drawings, diagrams, abbreviations, etc.).
Adelaide Voland may not be held responsible for any inconsistencies or ambiguities in the source text, the verification of the final text’s technical adequacy being the Client’s sole responsibility.
6. Client’s obligations
The Client is to provide Adelaide Voland with all the texts to be translated, together with all of the technical information required for their understanding and, where applicable, the specific terminology required. If the Client fails to properly inform Adelaide Voland, Adelaide Voland may not be held responsible if the translation does not comply with to the Client’s standards or if delivery is late.
The Client is to inform Adelaide Voland in writing of any disagreement concerning the quality of the translation within 10 business days from the time the translated documents are received. Once this period has elapsed, the service will be considered duly completed and no further contestation or claims will be allowable. The Client agrees to consider postal, fax, or electronic mail receipts as evidence of delivery.
7. Confidentiality
Adelaide Voland undertakes to preserve the confidentiality of information of which she is apprized before, during, and after the provision of services. Original documents will be returned to the Client on request. Adelaide Voland may not be held responsible in the event that information is intercepted or used by a third party during data transfer, in particularly in the case of transmission by internet. Before the provision of services or at the time the order is placed, the Client is thus to inform Adelaide Voland of the means of transmission to be used to ensure the confidentiality of sensitive information.
8. Liability
Translations are performed by Adelaide Voland in the context of an obligation of means. Adelaide Voland may in no case incur any liability in respect of claims related to nuances of style. In any case, Adelaide Voland’s liability is limited only to the amount of the related invoice.
It is expressly agreed that delivery deadlines are only of an indicative nature and that late delivery will not give rise to penalties. Adelaide Voland may in no case be held liable for any loss or damage suffered by the Client or a third party as a direct or indirect consequence of late delivery, as may occur in particular in cases of force majeure or disruption of fax transmission, electronic mail connections or postal services.
9. Proofreading and Corrections
In the event of disagreement over certain aspects of the translation, Adelaide Voland undertakes to make related corrections in cooperation with the Client, since it is agreed that this may under no circumstances be invoked to challenge the work as a whole, Adelaide Voland undertaking to make the corrections as soon as possible. Unless otherwise specified in writing, all corrections will result in additional charges calculated at the usual hourly rate.
10. Payment
Unless otherwise stipulated in the quotation, invoices have to be paid net and without discount within 30 days of invoice receipt.
In the event of late payment, works on orders in progress may be interrupted as a matter of right until full payment is received and the Client will be liable, without formal demand, for penalties on the full amount outstanding, this being equal to 11% of the full amount per day, pursuant to European Directive 2000/35 EC of 29 June 2000.
Translations remain the property of Adelaide Voland until payment has been received in full.
11. Copyright
Before undertaking to have a document translated, the Client must have obtained an assurance that this does not infringe the rights of any third parties. Thus, the Client must be the author of the original document or have obtained prior written permission to have the document translated from any person holding copyright.
If the Client fails to comply with this requirement, Adelaide Voland may under no circumstances be held responsible or in any way liable if all or a portion of the documents to be translated infringe the intellectual property rights or any rights of a third party, or violate any applicable law or regulation. In such case, the Client alone will be liable for any compensation due and the financial consequences of his own negligence.
The Client further acknowledges that the translation is a new document and that the related rights of authorship are held jointly by the author of the original document and Adelaide Voland. Consequently, if a translation is of a literary or artistic nature, Adelaide Voland has the right to require, as provided under France’s Intellectual Property Code (paragraph L. 132-11), that her name be shown on any copies or publications of the translation, this being without prejudice to Adelaide Voland’s economic rights.
12. Cancellation
In the event that the Client gives Adelaide Voland written notice of the cancellation, for whatever reason, of an order on which work has already begun, the Client is to pay Adelaide Voland the full contractual amount for the portion completed and 50 percent for that not completed.
13. Disputes
In the event of a dispute as to the application of the Terms of Sale or as to a translation performed by Adelaide Voland, only the Tribunal de Commerce in Chambery (Savoie, France) is competent.
(General Terms of Sales adapted from the SFT’s recommendations)