General Terms and Conditions Business Company / Company Translations
These general terms and conditions apply to every offer, quotation and agreement that pertains to products to be delivered by Business Company, established in Lemmer, hereinafter referred to as “contractor”, unless expressly agreed otherwise in writing. Company Translations is an operating company of Business Company.
Article 1. Definitions
1. Client means the person who has issued the assignment for the work.
2. The contractor is the person who has accepted the assignment for the work.
3. By order is meant the, verbal or written request from the client to the contractor to perform work for payment.
4. Work is understood to mean all that the contractor makes and / or undertakes and / or undertakes and / or undertakes for the benefit of the client, within the framework of the assignments given by it.
5. The offer shall be understood to mean the activities specified to a greater or lesser extent and the budget of the costs associated with that work.
Article 2. Deviating conditions
1. These conditions apply to all offers, agreements and deliveries of the contractor, unless they have been declared explicitly in writing in whole or in part, or have only been declared applicable to the extent not contrary to the written record. agreements between the client and the contractor.
2. In the event of the purchase conditions applied by the client and the present conditions, the latter shall prevail, unless the purchase conditions of the client have been accepted by the contractor in writing.
Article 3. Quotations
1. All offers are without obligation, unless stated otherwise in the quotation.
2. If requested, the contractor will submit a quotation to the client for approval before the work commences. Insofar as there are inevitable deviations in relation to an offer during the execution of the assignment, the contractor will inform the client about this at the earliest possible stage.
3. Exceeding quotations of up to 10% are accepted by the client as budget risk and therefore do not need to be reported as such.
4. Exceeding of quotations as a result of sales conditions of suppliers and other third parties engaged by the contractor, do not count as exceeding, even if these conditions are not included separately in an offer, because these conditions are not only known to the client. but also from the beginning – insofar as this is in accordance with – the present terms of delivery.
Article 4. Prices, deliveries and payments
1. All prices are exclusive of VAT and possible shipping, transport and postage costs, unless expressly stated otherwise.
2. The contractor is entitled to settle price changes that have occurred after the offer has been made with the client.
3. All deliveries are deemed to have been made at the location where the contractor is established.
4. All payments must be made there in an account to be designated by the contractor.
Article 5. Assignments and changes
1. An assignment is accepted by the contractor either by written confirmation of the acceptance to the client or by starting with the execution of the work.
2. The client is bound by and from the delivery of the assignment.
3. The contractor is bound by and from the acceptance of the assignment.
4. Changes in the order, after it has been provided, must be communicated to the contractor by the client in time and in writing. If the changes are given verbally, then the risk is for the account of the client.
5. The changes to the order are valid through and from the acceptance by the contractor.
6. Any additional or reduced costs as a result of changes in the assignment will be charged or credited to the client.
7. Changes in the order may result in the agreed delivery time being exceeded by the contractor beyond his responsibility. This will therefore never lead to any right to compensation or any other compensation for the client.
Article 6. Engaging third parties
If, in the opinion of the contractor, this is reasonably necessary for the proper fulfillment of an assignment, or results from the nature of an assignment, the contractor is entitled to commission third parties on behalf of and for the account of the client. or otherwise making available goods and / or services.
Article 7. Payment term
1. Payment must, without prejudice to the provisions in the following paragraphs, take place within the period stated in the invoice and in the absence of such a term within thirty days of the invoice date.
2. The contractor will ensure timely invoicing. Partial invoicing is possible at all times, unless expressly excluded in writing. Exclusion of the right of partial invoicing can never, however, concern the costs mentioned in the following paragraphs.
3. The contractor is, irrespective of the agreed payment condition (s), entitled to demand security for the payment of a bank guarantee of the client that he has approved.
4. If the client does not fulfill his payment obligation towards the contractor within the agreed period, he shall owe interest on the invoice amount without the prior summons or notice of default from the day on which the payment term of the relevant invoice expires. This interest amounts to 2% of the invoice amount for each month (or part thereof) of the exceeding of the payment term.
5. All costs, both judicial and extrajudicial, relating to the collection of the amount owed by the client and not paid on time are at the expense of the client; proof of the chargeability of these costs is sufficient to produce the relevant invoices; these costs are at least 10% of the invoice amount involved with a minimum of € 68 per claim.
Article 8. Suspension, suspension and dissolution
1. The contractor is entitled to suspend or cease the further execution of the order if the client does not observe the payment conditions and / or fails to provide the requested bank guarantee.
2. In addition, the contractor is entitled to terminate the agreements existing between him and the client, insofar as these have not yet been executed, without judicial intervention, if the client does not timely or not properly comply with the obligations arising for him from any agreement with the contractor. contract, as well as in the event of bankruptcy or suspension of payment of the client or in the event of shutting down or liquidation of his company.
3. The consequences of suspension, strike and / or dissolution are fully at the expense and risk of the client.
4. Suspension, suspension and / or dissolution shall not affect the payment obligation for the work already performed. In addition, the contractor shall then be entitled to claim compensation from the client for damage, costs and interest caused by the attributable shortcoming of the client and the dissolution of the agreement, including the income lost by the contractor.
Article 9. Delivery times
The stated delivery times are only indicative. Unless explicitly agreed otherwise in writing, the contractor will not accept any guarantee in respect of the agreed delivery times and non-timely delivery will not entitle the client to compensation, dissolution of the agreement or non-fulfillment of any obligation towards the contractor.
Article 10. Duty of care
1. When carrying out the work, the contractor will observe the greatest possible care with regard to the interests of the client.
2. In particular, the contractor – assuming that clear agreements have been made with regard to the purpose of use – ensures the correct audio and / or visual design of the communications and other materials and the satisfaction thereof with the relevant information. applicable statutory regulations, codes of conduct, normative values and guidelines, insofar as they can or should reasonably be known to them.
2. The contractor shall also ensure the confidentiality of all data and information made available to the contractor by the client within the context of the assignment.
Article 11. Complaints, complaints and proof
1. With regard to visible defects, the client must immediately after the contractor has delivered or submitted the work to the client, or within eight days, complaint in writing.
2. In the case of invisible defects, a written complaint must be submitted within eight days after they have been reasonably discovered.
3. Complaints about invoices must be submitted to the contractor in writing within eight days of the date of dispatch of the invoices. The payment term will not be suspended as a result of such advertising.
4. After expiry of the aforementioned terms, complaints will no longer be considered and the client has lost his rights in this respect.
5. Subject to proof to the contrary, the data from the contractor’s records are decisive.
Article 12. Liability and indemnity of third parties
1. The liability for activities on behalf of the client, which the contractor has entrusted to a third party, is limited to that for which the third party in question effectively indemnifies the contractor. The contractor will do all that, respectively provide the client with all the cooperation that can be required of him, to recover any damage from the third party concerned, if applicable.
2. The client indemnifies the contractor against all damage claims of third parties in respect of the correctness and the actual content of communications and other materials produced by order of the client, which have been submitted to him. This, of course, does not affect the duty of care of the contractor under article 10 of these conditions.
Article 13. Force majeure
1. In the event that the contractor is prevented from performing the agreed activities in whole or in part due to force majeure, he shall be entitled to suspend the performance of the agreement without judicial intervention or to consider the agreement partially or completely dissolved, this at his discretion, without being obliged to pay any compensation or guarantee.
2. Force majeure includes: sickness contractor, cessation of personnel, fire, machine breakdown and other business disturbances, either at the contractor or at his suppliers of goods and services, transport malfunctions and other events beyond his control, such as war, blockade, riot, epidemic, devaluation, flooding and storms, as well as sudden increases in import duties and excise duties and / or taxes, delays or lack of delivery by suppliers, failure to obtain necessary permits and other government measures.
Article 14. Nature and duration of the agreement
1. The contractor represents the communication interests of the client within the limits of the assignment. The client is not entitled to have the agreed work carried out by a third party without consultation with or permission from the contractor.
2. Unless expressly agreed otherwise in writing, or if this ensues from the nature of the assignment, the client’s assignment to the contractor shall be for an indefinite period of time, on the understanding that both parties can terminate the agreement from the moment that the relationship lasted for six months. by registered letter with due observance of a period of six months.
3. During the period of six months mentioned in the previous paragraph, the client is obliged to fulfill the applicable fee agreement with the contractor as if there were no cancellation.
Article 15. Settlement of relationship
1. All designs, reproduction materials, texts, descriptions, artistic performances, films and other publicity materials that are at the end of the relationship as a result of the relationship with the contractor, will be paid by the client free of charge on first request. be transferred after all that the client owes to him, for whatever reason, shall have been paid.
2. In all cases in which the relationship between the client and the contractor ends, pursuant to any provision of these conditions or through the intervention of the court, these conditions continue to govern the legal relationship between the parties, insofar as this is necessary for the settlement of the relationship.
Article 16. Transfer and obligations
1. Neither of the parties is entitled to transfer the rights and obligations arising from agreements concluded under these conditions, in full or in part, to third parties, subject to the prior written consent of the other party.
2. In the situation that the (relevant activity (s) of the) enterprise of the client, for whatever reason, in whatever way and in whatever form, is brought together with, or is continued in, another enterprise, there arises for the fulfillment of the obligations of the client referred to under 1 is joint and several liability for the original and subsequent company.
Article 17. Applicable law and competent court
All agreements concluded under these conditions and agreements which are the result of them shall exclusively be governed by Dutch law. All disputes ensuing from agreements entered into under these conditions and the agreements which result from them shall, unless the subdistrict court has jurisdiction with respect to such a dispute, can only be brought before the competent court in the district in which the contractor is established. , including the provision of provisional facilities.