General Terms & Conditions of Sale - T&C
Subject
These general terms and conditions (hereinafter the “T&C”) form the sole basis of the commercial relationship between the company EuropaTrad (hereinafter “EuropaTrad”), specialist in translation and interpreting services for companies and professional clients (hereinafter the “Client(s)”).
These T&C govern all translation and interpreting services performed by EuropaTrad for Clients (hereinafter referred to together as the “Service(s)”).
Any order for Services implies the Client’s full and unconditional acceptance of these T&C and the Client accepts that it will be answerable for compliance with the T&C by all its employees and/or agents and servants who might participate in any of the Services.
These T&C prevail over all conditions not expressly accepted by EuropaTrad and in particular the Client’s general terms and conditions of purchase.
Where the Client signs a framework agreement with EuropaTrad and in the event of any clause in these T&C contradicting any in the framework agreement, the framework agreement shall prevail.
I. TRANSLATION SERVICES
1. SCOPE
Translation services are understood to consist of the translation of a document, file or digital content supplied by the Client to EuropaTrad, into one of the languages offered by EuropaTrad.
EuropaTrad also offers both advisory and hands-on services to prepare and manage documents and files (hereinafter referred to as “Document Preparation & DTP”), which are subject to an additional cost not included in the cost of translation services.
This Document Preparation & DTP is understood to include all advisory, preparatory and formatting services for files, commercial leaflets, brochures, articles, plans, wiring diagrams, digital content, technical data sheets, etc.
2. ORDERS
Acceptance of orders:
Any order for translation and/or Document Preparation & DTP services, including its price, is placed:
– Either by the Client sending EuropaTrad an email on the basis of the procedures agreed with EuropaTrad in the framework agreement binding the Parties, or of a request for a quote (hereinafter the “Quote”).
– Or by online validation in the Client’s individual personal account available on the EuropaTrad Customer portal.
– If the Client orders the translation and/or Document Preparation & DTP services by email on the basis of the procedures established in the framework agreement, the order is treated as final once the Client has sent this email to EuropaTrad.
– If the Client asks EuropaTrad to give a Quote, the order is treated as final once the Client has confirmed acceptance of the Quote in writing.
Quotes are valid for 1 (one) month.
Alternatively, in case the quote is issued to the Client in their personal, individual account on the EuropaTrad Customer Portal, the order is treated as final once the Order button has been selected and clicked twice in a row by the Client.
Changes to the order:
The Client may not change the order without EuropaTrad’s agreement.
In case the Client does change an order, EuropaTrad reserves the right to change the amount of the order stated in the Quote or determined in accordance with the framework agreement signed by the Parties.
Any change to the order must be the subject of a written agreement between the Parties including by email.
Cancellation of the order:
No cancellation of the order can be taken into account without EuropaTrad’s agreement.
In the event an order for translation and/or Document Preparation & DTP services is cancelled, any work already performed by EuropaTrad will be invoiced to the Client.
3. DELIVERY
Translated documents are delivered by post or electronically (email, EuropaTrad Customer Portal or FTP).
Delivery deadlines are stated in the Quote or in the case of an order arising from a framework agreement, specified by email.
The liability of EuropaTrad cannot in any case be incurred in case of late delivery not attributable to EuropaTrad, in particular subsequent to changes requested by the Client and/or inaccurate and/or incomplete information communicated to EuropaTrad.
4. PRICES
The Translation and Document Preparation & DTP services are supplied at the price, excluding taxes, stated in the Quote or in accordance with the price list referred to in the framework agreement signed by the Parties.
Urgent Services carried out on Saturdays, Sundays, public holidays or overnight may be subjected to a surcharge by EuropaTrad.
The prices including surcharges will be stated in the Quote or in an email sent to the Client and must be confirmed in writing by the Client.
In case of non-payment of the whole of an invoice by its due date and after notice to pay has remained without effect within forty-eight (48) hours, EuropaTrad reserves the option of suspending delivery until the price is paid in full.
5. COMPLIANCE
The Client has a period of 1 (one) month from the date of receipt of a translation to verify the Translation and DTP services.
No claim will be taken into account unless it is notified to EuropaTrad in writing.
All claims must be accompanied by the original documents and disputed translations.
Once this period has passed, the translation is considered as having been accepted by the Client and EuropaTrad’s liability cannot be incurred.
In no case may defects in one part of a translation call the whole Service into question, EuropaTrad reserving the right to make corrections.
In no case is EuropaTrad liable for the translation in the event that the DTP and final preparations on a document or digital content are carried out by the Client or a third party other than EuropaTrad.
6. RETENTION OF TITLE
EuropaTrad remains owner of the translation until payment of the price has actually been received in full, in principal and incidentals, followed by encashment of the corresponding sums, even in the case payment extensions are granted.
The failure to pay any instalment by its due date could lead to EuropaTrad reclaiming the translation.
7. INTELLECTUAL PROPERTY.
The Client authorises EuropaTrad to use the text forwarded by the said Client and/or the text produced, as a tool of the trade, in particular for the compilation of lexicons.
EuropaTrad retains ownership of the translation memories that it has created when carrying out the translations.
The Client is informed and declares that it accepts that EuropaTrad may re-use these translation memories for each new translation for the said Client, in order to achieve efficiencies and reduce the cost of the translation and/or DTP services as stated in the Quote or framework agreement signed by the Parties.
EuropaTrad undertakes not to use the said Client’s translation memory for another Client.
Before sending any document whatsoever to EuropaTrad for translation, the Client must ensure it has the related rights thereto and warrants it is the author of the original document or has obtained the authorisation to make a translation from the person holding the rights over the document.
In no case can EuropaTrad be held liable in full or in part for the infringement of any intellectual property rights or other third party right, by the Client delivering documents to EuropaTrad for translation.
II. INTERPRETING SERVICES
1. SCOPE
Interpreting services are understood to include all services carried out by an interpreter chosen by EuropaTrad to provide orally rendered real-time translations requested by the Client.
2. ORDERS
Acceptance of orders:
Any order for interpreting services, including their price, is placed by the Client sending EuropaTrad an email on the basis of the procedures agreed in the framework agreement or of a request to EuropaTrad for a quote (hereinafter the “Quote”).
– If the Client orders the interpreting services by email on the basis of the procedures established in the framework agreement, the order is treated as final once the Client has sent this email to EuropaTrad.
– If the Client asks EuropaTrad to give a Quote, the order is treated as final once the Client has confirmed acceptance of the Quote in writing.
Quotes are valid for 1 (one) month subject to unavailability of the interpreter on the date of confirmation of the Quote by the Client, for which EuropaTrad cannot and shall not be held liable.
Changes to the order:
The Client may not change the order without EuropaTrad’s agreement.
In case the Client does change an order, EuropaTrad reserves the right to change the amount of the order stated in the Quote or determined in accordance with the framework agreement signed by the Parties.
Any change to the order must be the subject of a written agreement between the Parties including by email.
Cancellation of the order:
No cancellation of the order can be taken into account without EuropaTrad’s agreement.
In case the Client cancels an order for interpreting services, the Client undertakes to pay:
– 25% of the price stated in the Quote or of the price determined in accordance with the procedures in the framework agreement, if the interpreting services are cancelled between 2 months and 2 weeks before the date scheduled for the interpreting services.
– 50% of the price stated in the Quote or of the price determined in accordance with the procedures in the framework agreement, if the interpreting services are cancelled between 2 weeks and 48 (forty-eight) hours before the date scheduled for the interpreting services.
– 100% of the price stated in the Quote or of the price determined in accordance with the procedures in the framework agreement, if the interpreting services are cancelled less than 48 (forty-eight) hours before the date scheduled for the interpreting services.
3. PRICES
The interpreting services are provided at the price, excluding taxes, stated in the Quote or calculated on the basis of the framework agreement signed by the Parties and confirmed by email.
Prices are a fixed charge for the day or half-day according to the payment procedures required by the available interpreters.
All travel and accommodation costs of the interpreter will be paid for by the Client on an actual cost basis.
EuropaTrad undertakes, when issuing the Quote or by email, to give the Client an idea of the interpreter’s estimated travel and accommodation expenses.
Nevertheless, EuropaTrad is in no way accountable for the estimated price, the final amount of which may vary.
III. GENERAL PROVISIONS APPLYING TO ALL SERVICES
1. TERMS & CONDITIONS OF PAYMENT
Following completion of Services, EuropaTrad sends the Client an invoice corresponding to the Services carried out.
With EuropaTrad’s prior written agreement, the Services may be invoiced to third parties designated by the Client and for which the latter agrees to be answerable for payment, such as customers of the Client in particular.
In case of non-payment of sums due by the said third party, the Client remains liable for all the sums due to EuropaTrad in respect of the Services and for all the consequences that ensue.
EuropaTrad may also invoice the Client in case an invoice is not paid by the third party designated by the Client.
Unless the parties agree otherwise, each invoice is understood to be without discount and must be settled upon receipt. Settlement must be made by bank transfer, unless the Parties agree to other provisions.
For any new Client, EuropaTrad reserves the right to request payment in advance of a sum equivalent to 50% of the amount of the order in question. EuropaTrad will state the obligation to pay this deposit in the Quote and emails exchanged with the Client.
In case of payment being late as at due date, all sums owing, even those not yet arrived at due date, will become immediately due and payable without further prior notice.
In addition, the amounts due will be increased by late payment charges equivalent to three (3) times the current legal rate of interest.
The Client who is late making payment will moreover automatically be in debt to EuropaTrad for a fixed indemnity charge to cover recovery costs, set by decree as at the date hereof at forty (40) euros.
2. CONFIDENTIALITY
The Parties mutually undertake to comply with a general obligation of confidentiality relating to all elements exchanged in writing or orally in the context of carrying out the Services such as, in particular, the documents in any medium whatsoever, emails and information exchanged in the course of telephone conversations, particulars of a commercial and/or financial nature but also elements relating to the working methods and organisation of each Party.
The Parties acknowledge that any element having a connection with the Service that is the subject of the order pursuant to these T&C is considered confidential.
In this regard, either Party agrees not to disclose the same in full or in part to third parties without the other Party’s prior written agreement, or to use the same for purposes other than those for which they were handed to it.
It is agreed that EuropaTrad will have the possibility of mentioning and/or confirming in a business case and as a business reference the existence of the Contract, the general characteristics of the Service provided and the Client’s name.
3. LIABILITY
EuropaTrad uses its best efforts to take account of, and incorporate into the translations, the elements of information supplied by the Client and declines all liability in case of inconsistency or ambiguity in the original text.
At the same time, the Client undertakes to make available to EuropaTrad the entirety of the texts to be translated and all technical information necessary for the translation.
It undertakes to respond to any request for information relevant to the translation sought by EuropaTrad.
EuropaTrad’s total liability in terms of any claim, liability or cost, whatever the nature thereof, is limited to the amount of the order that is the matter of the dispute.
EuropaTrad is not liable for any indirect losses or damages suffered by the Client, which are excluded from any claim for compensation and, including but not limited to, loss of turnover, operating losses, commercial damage, loss of profit or any claim brought by a third party whatsoever against the Client.
The Parties acknowledge that the provisions of this clause are determining in their wish to enter into this contract and that the price agreed reflects the sharing of risk between the Parties and the limitation of liability arising therefrom.
4. RELATIONSHIP WITH THE PROVIDERS
EuropaTrad is the Client’s sole point of contact for any query regarding the terms and conditions under which the Services are carried out.
In this regard, unless provisions to the contrary are agreed between the parties, the Client undertakes, in the context of its duty of fairness, not to negotiate and/or contract directly or indirectly, for translation and/or interpreting services with any of EuropaTrad’s partners such as in particular the translators and/or interpreters, throughout the whole period of performance of the Services and for a further period of six months after the Services are completed.
In case this undertaking is not complied with, the Client will be liable towards EuropaTrad, notwithstanding any damages and compensation, for an amount equivalent to the amount of the orders carried out for the Client by EuropaTrad over the last 6 (six) months, without this being able to be less than 10,000 (ten thousand) euros.
5. CANCELLATION
In case the Client is in breach of any of its obligations and fails to remedy the same within a period of 30 (thirty) days from the date a registered letter with return receipt giving notice thereof is sent, EuropaTrad reserves the right to automatically cancel the order without prejudice to any damages and compensation that the Parties might claim.
6. FORCE MAJEURE
EuropaTrad’s liability cannot be incurred in case of non-performance or poor performance of the contract due either to an act by the Client, to an insurmountable and unforeseeable act by a stranger to the contract, or to a case of force majeure, whatsoever, such as in particular communication network delays in routing or delivery or other postal or terrestrial resources.
7. GOVERNING LAW – DISPUTES
These T&C and the Services they govern are subject to French law to the exclusion of all other law.
In the event these T&C are translated into another language, the French version alone shall prevail.
Any dispute on the subject of these T&C and in particular their application, interpretation, performance and payment of the price will be brought before the Commercial Court of Lyon, to the exclusion of any other jurisdiction, even in the event of multiple defendants, or an action to enforce a third party guarantee, regardless of the place of the order, delivery, payment and method of payment.
Assignment of jurisdiction is general and applies whether it is a matter of a main claim, an incidental claim, an action on the merits or of a summary hearing.