General Conditions Porta Germanica

1. Applicability of the conditions

These General Conditions shall apply to all legal relationships between Porta Germanica and the client unless deviated from explicitly or in accordance with a mandatory legal provision.
The client’s General Conditions are binding only if Porta Germanica has explicitly agreed with their application.
By giving an assignment, the client agrees with the application of these conditions.

2. Quotations and contracts

All quotations and cost estimates are without obligation.
The contract shall take effect on written acceptance of Porta Germanica’s quotation by the client or, if no quotation has been submitted, on verbal or written confirmation by Porta Germanica of an assignment given by the client. However, if Porta Germanica has been unable to examine the complete text prior to quotation, Porta Germanica may withdraw the cost estimate and delivery dates after the client has accepted the quotation.
All quotations and offers are exclusive of VAT unless explicitly stated otherwise.
Porta Germanica may consider its client to be the party who has given the assignment, unless said party has explicitly stated that it is acting on the orders of, on behalf of and for the account of a third party, whose name and address have been given to Porta Germanica at such time.

3. Alteration ⁄ withdrawal of assignments

If, after the contract has been entered into, the client makes any significant alteration to the original assignment, Porta Germanica shall be entitled to modify the delivery date and ⁄ or fee or to refuse the assignment altogether.
If the client withdraws an assignment, the client shall be liable for payment of that part of the assignment that has already been performed and for payment on the basis of an hourly rate for research already undertaken with respect to the remainder of the assignment. Porta Germanica shall supply the client with work already completed.
If Porta Germanica has reserved time for the performance of the assignment and is not able to use this time for other work, the client shall pay Porta Germanica 50% of the fee for the portion of the assignment that has not been performed.

4. Performance of assignments

Porta Germanica undertakes to perform the assignment to the best of its ability for the purpose specified by the client.
On request, the client shall provide Porta Germanica with substantive information about the text to be translated, as well as documentation and terminology. Such documents shall be provided at the client’s risk and expense.
Unless explicitly agreed otherwise, Porta Germanica shall be entitled to have the assignment performed in full or in part by a third party, without prejudice to its responsibility to observe confidentiality and to perform the assignment properly. Porta Germanica shall impose absolute secrecy on said third party.
Porta Germanica shall not be held responsible for the accuracy of information supplied by the client and shall on no account accept liability for damage of any kind if Porta Germanica has used inaccurate or incomplete information supplied by the client, even if such information was supplied in good faith.

5. Confidentiality

Porta Germanica shall handle in strict confidence all information supplied by the client. Information is considered confidential if the client has so stipulated or if the nature of the information so requires. Porta Germanica will impose confidentiality on its employees. However, Porta Germanica is not liable for breach of confidentiality by its employees if such employees are able to demonstrate that they could not have prevented such breach.

6. Title retention and copyright

The translation remains Porta Germanica’s property until all claims have been met. The client has right of use only after full payment has been received.
Unless explicitly agreed otherwise in writing, Porta Germanica shall retain the copyright on translations and other texts it has prepared.
The client shall indemnify Porta Germanica from liability to third parties for alleged breach of property rights, patent rights, copyrights or other intellectual property rights in connection with the performance of the assignment.

7. Delivery date and time

The agreed delivery date is a target date, unless explicitly agreed otherwise in writing. Porta Germanica shall notify the client immediately if it becomes apparent that the agreed delivery date cannot be met.
If Porta Germanica fails imputably to meet the delivery date, the client shall be entitled - if it cannot reasonably be expected to wait any longer - to terminate the contract unilaterally. In this event, Porta Germanica shall not be entitled to any compensation.
Delivery shall be deemed to have taken place at the time of delivery by hand or posting by normal mail, fax, courier, modem, etc.
Delivery of data via electronic mail is deemed to have taken place when the medium confirms that it has been sent.

8. Fees and payment

In addition to the agreed fee, Porta Germanica is entitled to charge actual costs agreed on with the client. All prices quoted are exclusive of VAT, unless it explicitly agreed otherwise.
Accounts are to be settled no later than 14 days after the date of the invoice in the currency in which the invoice is drawn up. If payment is not made within the period of 14 days, the client shall immediately and without further notice be in default, in which case the client shall be liable for the statutory interest from the date of default to the date of full settlement.
Any judicial and extrajudicial collection costs in the event of overdue payment are fully and solely for the expense of the client.
Porta Germanica may require a suitable advance payment for large assignments. If demonstrably justified, Porta Germanica may make delivery of the translation subject to advance payment of the full fee.

9. Claims and disputes

Client must give Porta Germanica written notification of complaints about the delivered product as soon as possible, and in any case within 10 working days after delivery, providing full details of the deficiencies. Issuing a complaint does not discharge the client from its payment obligations.
If the complaint is justified, Porta Germanica shall improve or replace the delivered product within a reasonable period of time or, if Porta Germanica cannot reasonably accommodate the request for improvement, grant a price reduction.
The client’s right of recovery terminates if the client has amended the delivered product, or caused it to be amended, and has subsequently passed it on to a third party.

10. Liability

Porta Germanica shall be liable solely for damage that is the direct and demonstrable result of a shortcoming imputable to Porta Germanica. Porta Germanica shall never be liable for any other form of damage such as consequential loss, loss due to delay, damage as a result of computer viruses or loss of profits. The liability shall in any case be limited to a sum equal to the invoice value excluding VAT of the assignment concerned.
Porta Germanica is not liable for errors caused by the failure of the client to provide correct, complete or timely information or data or because of erroneous, ambiguous or illegible text or data.
Porta Germanica is not liable for damage to or loss of documents, information or data carriers made available for the performance of the assignment. Nor is Porta Germanica responsible for damage arising from the use of information technology or modern telecommunications media.
The client is obliged to indemnify Porta Germanica from all claims from third parties arising from the use of the delivered product, except where Porta Germanica may be liable under this article.
In case of minor negligence, Porta Germanica’s liability shall be limited to damage caused by breach of essential contract obligations. Such liabilities become prescribed one year after the claim is made.
Porta Germanica is not liable for consequential loss except as a result of intent or gross negligence.

11. Dissolution

Client may dissolve the contract before delivery only for valid reasons. If the client cancels an assignment without entitlement by law or by contract, the work already carried out shall be made available and charged.
If the client fails to meet its obligations, and in case of bankruptcy, suspension of payments or liquidation of the client’s company, Porta Germanica is authorized, without any obligation to pay damages, to terminate the contract fully or partially or to suspend performance thereof. In such a case, Porta Germanica may demand immediate settlement of amounts to which it is entitled.

12. Force Majeure

If Porta Germanica can no longer meet its commitments because of force majeure in the broadest sense of the word, it has the right to terminate the agreement without any obligation to pay damages.
If Porta Germanica has partially met its commitments at the time the force majeure starts, or is able to meet them only partially, Porta Germanica is entitled to draw up a separate invoice for the work already performed and the client shall be bound to pay such invoice as though it were related to a separate contract.

13. Applicable law

The legal transactions between the client and Porta Germanica are governed by German law.
The place of performance and the place of jurisdiction is the place of business of Porta Germanica.

14. Other provisions

1 January 2006