1 DEFINITIONS
"The Company" means Anglo>Dutch Translations. "Work"
means any translation, interpreting, typesetting, artwork, printing or any
other services supplied by the Company. "Client" means any person,
firm or company to whom the company shall supply or contract to supply work.
2 APPLICATION
No conditions other than those set out here in nor any variation there of
shall be binding on the Company unless otherwise specifically agreed in
writing by a Director of the Company. These conditions shall be incorporated
in every offer, acceptance and contract for Work by the Company and subject
to the foregoing any conditions proposed by the Client are hereby excluded.
3 ACCEPTANCE
All quotations which shall be in writing are given subject to confirmation
by the Company upon receipt of the Client's order and no contract shall
be concluded until such confirmation is given. Each order when accepted
constitutes a separate contract. Any written quotation for Work will remain
open for acceptance for 30 days after dispatch and thereafter will lapse
unless otherwise stated in writing.
4 PRICES AND TERMS OF PAYMENT
4.1 Prices quoted are exclusive of VAT and delivery charge. An additional
charge may be made for all expenses incurred by the Company at the request
of or by agreement with the Client which are not included in the quotation
or which the Company considers reasonably necessary.
4.2 Payment for Work shall be made within 30 days from the date of the invoice
unless specifically agreed in writing by a Director of the Company.
4.3 The terms of payment of the price shown on the Company's invoice is
of the essence of the contract. If the Client fails to make payment on the
due date specified on the invoice the company will, without prejudice to
any other rights or title, be entitled to add an interest charge at the
rate of 1.5% per month until such time as full payment plus interest charges
is effected by the Client.
5 COMPLETION OF WORK
5.1 Dates or periods for completion of Work are only best estimates and
the Company is not liable for the consequences of any delay. The Client
must specify a completion date (if material) when commissioning the Work
but whilst the Company shall make every reasonable effort to meet the Client's
requirements, late delivery shall not entitle the Client to withhold payment
for Work done.
5.2 Should the completion of Work be required sooner than the normal time
required for its proper production and in any event where commissioned Work
is supplied by fax, every effort will be made to secure freedom from defects,
but reasonable allowance must be made by the Client in such cases. Should
such completion of Work necessitate overtime being worked or other additional
costs being incurred, a charge will be made to cover the increased cost.
5.3 The Company accepts no liability for the consequences of any delay in
completion of Work caused by the Client and in such events, any agreed deadlines
or delivery schedules will automatically cease to be valid and new dates
must be negotiated.
6 CANCELLATION AND SUSPENSION
6.1 If the Client for any reason cancels work which he has commissioned,
charges will be payable for all the completed Work up to the cancellation
date and for all other costs and expenses which may accrue as a result of
such cancellation.
6.2 If the Client suspends or postpones Work he has commissioned for a period
of 7 days or more, charges will be payable for all commissioned Work up
to the date of suspension or postponement and for all other costs and expenses
which may accrue as a result of such suspension. In any other case such
charges will be payable upon completion of Work.
7 LIABILITY
7.1 A complaint by the Client in respect of any Work shall be notified to
the Company in writing within 5 days of the receipt of the Work by the Client.
7.2 Subject to the terms of Clause 9, the Company will accept, liability
for damage, death or personal injury caused by the negligence of the Company
or its employees or sub-contractors (being negligence as defined in Section
1 of the Unfair Contract Terms Act 1977) provided always that the maximum
liability of the Company in relation to damage shall in no case exceed the
contract price for the Work. For the purpose of the clause 'damage' means
loss or damage whatever (other than death or personal injury) directly or
indirectly attributable to any negligent act or emission of the Company,
its employees or sub-contractors. The potential losses that might be caused
by the failure of the Company or its employees or sub-contractors to complete
Work, the subject of a contract, or to take any particular precaution or
care (whether as a result of breach of contract or negligence) or to avoid
doing any act are so great in proportion to the sums which can reasonably
be charged hereunder by the Company, that the Company and its employees
and sub-contractors cannot and will not assume any liability whatever in
respect of any loss or damage however caused outside or beyond the express
provisions of these Conditions.
7.3 In the event that the client is dissatisfied with the completed Work
a rebate may be granted off the total invoice value. Unless the client can
demonstrate gross negligence in the supply and completion of the work, this
rebate shall be up to a maximum of 30% of the invoice value.
7.4 The Client shall indemnify the Company against all claims, proceedings,
costs and expenses for which the Company may become liable in respect of
Work completed under a contract except to the extent of the liability admitted
expressed in these Conditions.
8 ILLEGAL MATTER
8.1 Notwithstanding any other forms or any contract the Company shall not
be required to translate, typeset, interpret or print any matter which in
its opinion is or may be illegal or libelous nature. Where copyright subsists
in texts to be translated or typeset or printed by the Company, it is presumed
that the Client has obtained all consents necessary for such work to be
carried out.
8.2 The Company shall be indemnified by the Client in respect of all claims,
proceedings, costs and expenses arising out of any libelous matter printed
for the Client, or any acknowledgement of copyright or patent or design
or other third party right.
9 CLIENTS PROPERTY
9.1 All documents, paper or other property supplied to the Company will
be held or dealt with by the Company at the Client's risk and the Company
will not be responsible for the consequential loss or damage thereto.
9.2 The Company reserves the right to destroy or otherwise dispose of any
document, paper or other property of the Client which has been in its custody
for more than 12 months following completion of the Work to which it relates.
10 USE OF COMPANY PERSONNEL
10.1 If any Client or associate uses the services of a relevant person other
than pursuant to a contract with the Company, the Client shall forthwith
pay to the Company: (a) where the relevant person becomes an employee of
such Client or associate a sum equal to 15% of the gross annual remuneration
of such relevant person or a sum of £10,500 (exclusive of VAT), whichever
shall be the higher, and (b) in any other cases, the sum of £8,500
(exclusive of VAT).
10.2 For the purposes of this Clause 'associate' means any partner of the
Client and any company in which the Client or any firm in which he is a
partner holds not less than one third of the issued equity share capital
(as defined in Section 744 of the Companies Act 1985) and any subsidiary
of such company which owns directly or indirectly not less than one third
of the issued share capital of the Client. 'Relevant person' means any translator,
interpreter, typist, typesetter, artist, proof-reader or other person who
shall have been engaged with or as an employee or independent contractor
by the Company and who shall have provided Work for such a Client directly
or indirectly through the Company within six months preceding the use of
their services by the Client or an associate as aforesaid.
11 FORCE MAJEUR
In the event of Force Majeur (which shall be strike, fire, Power failure,
industrial dispute, civil commotion, natural disaster, acts of war, and
any other situation which can be shown to have materially affected the Company's
ability to deal with the Work as agreed), the Company shall notify the Client
immediately, indicating the circumstances. Force Majeur shall entitle both
the Company and the Client to withdraw from the contract for the Work but
in any event the Client undertakes to pay the Company for Work already completed.
The Company will assist the Client to the best of its ability to place the
Work elsewhere.
12 JURISDICTION
These conditions shall be interpreted in accordance with English Law and
the Company and the Client irrevocably submit to the non- executive jurisdiction
of the English Courts.
13 TRANSLATION, TYPESETTING AND ANCILLARY SERVICES
13.1 The provisions of this Clause shall also apply to the supply of Work
as defined in Clause 1.1 and are supplementary to the foregoing.
13.2 Under the Copyright Act 1956, copyright subsists in the translation
of any text and where the Company is the proprietor of any copyright in
any other Work, the Company in agreeing to supply Work impliedly licenses
insofar as it is able to do so the reproduction of publication of the Work.
However, in the event that payment is not received in accordance with Clause
4.2 this said license shall be automatically revoked and the Client shall
not be at liberty to make use of any work in which the copyright of the
Company subsists.
13.3 Whilst the Company undertakes to use its best endeavor to produce an
accurate and idiomatic translation of the original text, the Client must
accept that a translation may in some cases read differently from good original
writing and so no liability is accepted by the Company for an alleged lack
of advertising or sales impact. The Company shall be under an obligation
to indicate or correct errors or omissions in original material supplied
by the Client.
13.4 Where a Client has specified a particular use for translation Work
and subsequently desires to use the translation for a purpose other than
that for which it was originally supplied, the Client must obtain confirmation
from the Company that the translation is suitable for the new purpose. The
Company accepts no liability where a translation is used for a purpose other
than that for which it was originally supplied and reserves its right to
make a further charge for any amendments necessitated by the use of a translation
for a new purpose.
13.5 Where the contract for work provides proofs or texts to be submitted
to the Client for approval, the Company shall not be liable for any errors
not corrected by the Client or any amendments or modification made by the
Client in the proofs or texts so submitted.
14 INTERPRETING SERVICES
14.1 This Clause shall apply exclusively to the provision of interpreting
facilities by the Company and Clauses 1-12 above shall also apply save to
the extent that they are inconsistent with any provisions of this Clause
when the provisions of this Clause shall prevail.
14.2 Documentation and relevant reference materials should be supplied to
the Company as early as possible and in any event to arrive not less than
48 hours before the start of the assignment so that the interpreters have
time to familiarize themselves with the specific terminology needed. No
complaints regarding the quality of interpreting will be entertained by
the Company if these materials are not made available.
14.3 Where a Client provides accommodation and meals for an interpreter,
no Per Diem charge will be made nor will traveling expenses of an interpreter
be charged to the Client if the Client supplies the relevant air/train tickets
to the Company in advance.
14.4 If for any reason the Client cancels the assignment 100% of the relevant
working day, non-working day and/or preparation day fees will be payable
if the Company is informed in writing of the cancellation more than 7 days
prior to the start of the assignment. 75% of such fees will be payable if
the company is informed in writing 10 days prior to the start of the assignment
and 50% of such fees 14 days prior to the start of the assignment. After
14 days the Client will be subject to no penalty charge whatsoever.
14.5 In the event of sickness or injury of an interpreter prior to or during
an assignment, the Company will use its best endeavor to find a replacement
interpreter but no liability is accepted by the Company for failing to do
so.