LANGUAGE SERVICES DIVISION
Effective as from Jan. 2011
I. Area of Agreement
Wagner Consulting LLC, Language Services Division, (from hereon referred to as WAC) provides its services exclusively based on the following terms and conditions. Should a client use terms and conditions whose contents contradict these rules, the terms and conditions of the client do not apply, rather of WAC, unless the company explicitly states their validity in writing.
Upon the commissioning of the first contract, the client accepts these terms and conditions which are also valid in the current version for further orders, without having to make further explicit reference to the terms and conditions.
II. Duty of the Client to Cooperate and Inform
1. The client must inform WAC in sufficient time about special completion requirements of the translation (translation onto media, number of copies, proper wording, form of the translation, etc.). If the translation is to be printed, the client must leave a proof sheet for WAC.
2. From the client the source text, additional information and any documents which are necessary to the preparation of the translation are to be made available in the appropriate format fully, unsolicited and not later than the commission of WAC, in the case of data which is transmitted electronically, in popular file format (glossaries, TM , illustrations, drawings, tables and similar helpful resources).
3. WAC is only obligated for the appropriate translation of the abbreviations if the client delivers the complete meaning of the abbreviations, unless the abbreviations are common knowledge.
4. If words have multiple meanings and the correct meaning can only be taken from the context or from an illustration, an imperfect translation from the WAC can not be ruled out if the pertaining text or the corresponding illustration is not provided as well.
5. Mistakes that result from the non-compliance of these obligations are not seen as the fault of the translator.
III. Completion by a Third Party
WAC may call upon third parties for the completion of all tasks if WAC, at its discretion, deems it proper and sensible. WAC is liable only for the careful selection of third parties. Excluding those required for interpreting purposes, all contacts require our approval between the client and the third party contracted by us. Contractual relationships only occur between the client and WAC and WAC and the third party.
IV. Terms of Delivery
Dates of delivery are given according to WAC best knowledge and conscience and are always only estimated delivery dead-lines. Should, as an exception, a just-in-time-commission is stipulated, this is valid only as agreed upon if all relevant documents for the translation are present at WAC upon the contract award and the client has already provided a source text sample which illustrates the degree of difficulty for the translation.
Otherwise delivery deadlines are not valid as a binding agreement. The client is obligated to accept any partial deliveries.
V. Acceptance and Payment
1. Payment is due immediately after acceptance of the completed translation. The term of acceptance must be reasonable. The term of acceptance is a maximum of three weeks, beginning with the day of delivery. The assumption of acceptance does not occur if during this time legitimate defects are contested in written form.
2. Wagner Consulting has the right, besides the agreed fee, to the reimbursement of the expenses actually incurred and coordinated with the client. For contracts with consumers, VAT is included and specified in the final. In all other cases, they are additionally calculated, as far as legally necessary. WAC can request a deposit should it be deemed necessary for the completion of the translation. In substantiated situations, in particular in the case of a negative client´s credit rating, WAC can make the delivery of their work upon the prior payment of the full fee.
3. If the fee is not agreed upon, then a standard payment according to type and difficulty is owed. Hereby, the rates specified in the German law regarding the compensation of witnesses and experts (Justizvergütungs- und Entschädigungs-gesetz) are valid as standard.
4. The services agreed in the contract and accepted by WAC are completed by it according to the contract and to these terms and conditions. WAC do not owe services exceeding this contract. In the case of a cancellation of the contract, WAC has the right to charge the client cancellation fees and other fees incurred due to cancellation up to one hundred percent of the agreed fee in the invoice.
Any partial services completed before notice of termination are to be paid.
VI. Warrenty
WAC is obligated to provide a translation which is in accordance with the level of the trained translator in each language (non- native speaker). Questions of style or linguistic customs of the target audience for whom the translation is being prepared cannot be taken into consideration. A defect in the translation therefore is only present when the delivered translation deviates significantly from this level.
During commercial transactions, the client is to make complaints about the translation immediately, i.e. three workdays after delivery at the latest. If the client is a consumer, the provisions contained in the Civil Code shall apply. The plea must in any case be substantiated in writing. It is to be directed WAC.
WAC reserves the right to improve the translation twice. Only when the second attempt at improvement fails, does the client have the right to demand a reduction in fees or withdrawal from the contract.
For further damages, WAC is only liable for intent and gross carelessness.
VII. Liability
1. WAC and its contractors are liable only for intent and gross carelessness.
2. Purchase Orders of every type must have a recognizable business subject beyond any doubt. Oral subsidiary agreements, such as changes of contracts, are valid only pending WAC´s written confirmation. WAC is not liable for delays or completion faults that result from incorrect, incomplete, ambiguous and unreadable information of the client, even those in the translation information. We are entitled to withdraw after unreserved confirmation of a contract if a credit rating subsequently received by WAC about the client is not satisfactory and the fee has not been paid in advance.
3. WAC is not liable for damages that were caused by disruption of its establishment, especially of a higher power such as natural events, strikes, traffic disruptions, traffic-related delays, network and server errors, connection and transmission errors and other disruptions and/or absence of translators. WAC is entitled to withdraw entirely or partially from the contract in these situations. The same is valid if WAC must entirely or partially close or reduce the operation, in particular the online service, on individual days or for a certain time for an important reason.
4. WAC is not liable for damages caused by viruses, Trojans, auto dialers, spam mail or similar data. WAC´s EDP equipment (network, workstations, programs, files, etc.) are regularly checked for these types of viruses and data. With deliveries of files via RDT (modem), e-mail or other telecommunications, the client is responsible for a conclusive virus and data checking of the transmitted data and text files. WAC does not recognize potential compensation claims. Electronic transmission takes place at the risk of the client. WAC is not liable for texts and data damaged, made incomplete or lost through electronic transmission.
VIII. Confidentiality
WAC is obligated to maintain secrecy regarding the content of translations and the related facts. WAC is only liable for careless selection of its agents in the case of translations undertaken by third parties. Any professional secret being subjected to colleagues does not represent a breach of the confidentiality agreement.
IX. Proprietary Right / Copyright
1. The translation remains property of WAC until the complete payment. Until then, the client has no right of use.
2. WAC reserves its copyright.
X. Governing Law / Legal Domicile / Counterpart
1. The laws of NYC, NY shall apply.
2. Changes or amendments of these GTC must be in writing to be effective.
3. If the individual regulations of these GTC are or become ineffective, then the effectiveness of the rest of the regulations are therefore not affected. In this case, the parties are obligated to substitute this regulation through a clause with the most closely intended economic purpose.
4. Legal domicile is New York City, NY 10001, USA.