Terms and Conditions

Terms and Conditions

1. General

1. 1. ‘Terms and Conditions‘ means these standard terms and conditions as set out below.
1. 2. The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.

1. 3. References to ‚documents‘, ‚records‘, ‚books‘ and ‚data‘ shall include information contained in computer programs, disks, records or any other machine-readable form or records kept other than in a legible form, but capable of being produced into a legible form.

1. 4. Words of a technical nature shall be construed in accordance with general trade usage in the computer industry in the US.

1.5. Words importing the plural include the singular; words importing the masculine gender include all other genders as well.

2. Definitions

2. 1. ‘Confidential Information‘ means information (in any form) which is confidential either to the Customer or to the Translator and which either the Customer discloses to the Translator or vice versa in connection with the Services.

2. 2. ‘Contract’ means the contract between Customer and Translator, and consisting of the purchase order from Customer and these Terms and Conditions.

2. 3. ‘Customer’ means the company, firm, body or person to whom Translator is supplying the Services and / or the Work Products. This shall include without limitation the Customer’s directors, officers, members, shareholders, employees, and agents. Any person acting and contacting Translator from a business e- mail is presumed to be acting as an employee within the scope of employment and authorized to act on behalf of the business. This applies unless Translator has been notified via certified mail that that this person has gained unauthorized access to the e- mail account by the president or CEO of the business and is not acting within the scope of employment. Any such person is presumed to be authorized to sign Translator’s disclaimer if necessary.

2. 4. ´Force Majeure` for the purpose of these Terms and Conditions means any act, event or cause, except in relation to obligations to make payments under this Agreement, beyond the reasonable control of the party affected by that force majeure including, without limitation, earthquakes, hurricanes, floods, fires, explosions, landslides, strikes, labor disputes, wars, sabotage, riots, insurrections, civil commotions, national emergencies, martial laws, expropriations, restraints, prohibitions, embargos, decrees or order of any government, governmental authority or court, outbreaks of a disease, lockdowns, terrorism, and technical failures.

2. 5. ‚Intellectual Property Rights‘ means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information, Translation Memory and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.  
                                                                                                                                                                2. 6.  ‚Order‘ means an order for the Services provided from time to time.

2. 7. ‚Original Works‘ means the documents, files, materials and works provided by Customer for the purposes of carrying out the Services.

2. 8. ‚Services‘ means translation services performed by Translator for Customer.
2. 9. ‚Translated Works‘ means the documents, files, materials and works translated and produced from the Original Works in accordance with Customer’s instructions and provided to Customer by Translator.

2. 10. ‘Translator’ means Blackforest Legal Translations L.L.C. d/b/a U.S. German Translation, 2040 Milburn Ave Ste 102 PMB 1038, Maplewood NJ 07040, including without limitation its’ members, managers, officers, employees, and agents.

2. 11. ‘Work Products’ means all the products and/or Services supplied by Translator.

3. Quotations and Contract Formation

3. 1. Quotations are not binding on the Translator and a Contract will only be formed when the Translator issues a written confirmation (including but not limited to transmissions via email) of Customer’s Order, or when the Translator delivers the Translated Works to the Customer.

3. 2. The Contract will be subject to these Terms and Conditions. All Terms and Conditions appearing or referred to in the Order, or otherwise stipulated by the Customer shall have no effect. Any variation of the Contract must be confirmed in writing (including but not limited to transmissions via email) by the Translator.

3. 3. Written quotations are given on the basis that the terms quoted will remain open for the placing of orders for 15 days from the date of the quotation.

3. 4. Quotations are given on the basis of the Customer’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in the Translator’s opinion, the description of the source materials is materially inadequate or inaccurate.

3. 5. Information provided on Translator’s website is a general description only and does not form part of the Contract.

3. 6. These Terms and Conditions apply to all Services provided to Customer unless otherwise agreed between the parties in writing (including but not limited to transmissions via email).

4. Price and Payment:

4. 1. Unless otherwise stated, prices are exclusive of value added tax and any other tax or duty. Translator shall invoice Customer for all appropriate taxes and expenses for which Translator is liable to collect. Customer shall be liable to pay any penalties or interest on such taxes which are payable by Translator as a result of Client’s delay in paying such taxes.

4. 2. Discounts included on quoted prices are only applicable if invoices are paid within 4 days of receipt.

4. 3. Price includes transmission to the address specified in the Translator’s quotation or confirmation of Order.

4. 3. Payment shall be made within 4 working days from the date of invoice. All payments shall be made without deduction or set-off of bank charges
4. 4. Failure to pay any invoice in accordance with the previous terms, or other terms specified in the Contract, shall entitle Translator to suspend further work both on the same order, and on any other order from Customer, without prejudice to any other right Translator may have.

4. 5. Translator may charge interest on the unpaid amounts until paid at the rate of one and one-half percent (1 ½ %) per month or the highest rate allowable by law if such rate is is lower.

5. Delivery:

5. 1. The dates for delivery of the Translated Works, or the dates for carrying out the Services, are approximate only and, unless otherwise expressly agreed by the Translator in writing (including but not limited to transmission via email), time is not of the essence for delivery or performance, and no delay shall entitle the Customer to reject any delivery or performance or to repudiate the Contract. If a translation turnover time is given, then the period starts with the business day following the day payment has been received. While the Translator makes effort to deliver on time, the Translator does not guarantee it.

5. 2. The Translator shall not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labor, or Force Majeure.
5. 3. Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to the Customer shall, for the purposes of the Contract, constitute delivery to the Customer. Risk in the Translated Works shall pass to the Customer on delivery.

5. 4. The Translator may deliver by installments in such quantities as the Translator may reasonably see fit; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle the Customer to cancel any subsequent installments or repudiate this Contract as a whole.

6. Translator’s Duty and Liability:

6. 1. The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.

6. 2. The Translator shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the Translated Works and perform the Services.

6. 3. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated.

6. 4. The Translator shall incur no liability to the Customer for negligent misrepresentation by virtue of any statement made by or on behalf of the Translator prior to the Contract, whether orally or in writing, and the Customer shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.

6. 5. Unless otherwise agreed by the Translator, he does not warrant or make any representations regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise. The Translator does not warrant that the operation of any Translated Works sent to the Customer will be uninterrupted or error free.
6. 6. The Customer acknowledges that any Original Works and Translated Works submitted by and to the Customer over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that the Translator shall have no liability for the loss, corruption or interception of any Original Works or Translated Works.

6. 7. The Translator’s entire liability to the Customer under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to the Translator by the Customer under the Contract to which any claim relates. The Translator shall not be liable for any loss of profits, business, contracts, revenue, damage to reputation or goodwill, anticipated savings, or any other indirect or consequential loss or damage whatsoever.

7. Customer’s Warranty, Duty and Liability

7. 1. The Customer warrants, represents, and undertakes that the materials submitted by him/her shall not contain anything of an obscene or libelous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.

7. 2. The Customer shall notify the Translator within 3 days of delivery of the Translated Works in writing, including but not limited to transmission via email, of any claim arising out of the provision of the Services and /or the Translated Works, together with full details of such Claim. In any event, the Translator shall not be liable to the Customer if Customer fails to notify the Translator of any Claim within a reasonable time of delivery of the Translated Works.

7. 3. The Customer shall notify the Translator within 3 days of delivery in writing, including but not limited to transmission via E-Mail, of the Translated Works of any alleged inaccuracies in the Translated Works, at which point the Translator’s sole and exclusive obligation shall be to reasonably rectify any such alleged inaccuracies. At no time shall such allegations delay payment.

7. 4. The Customer shall defend, indemnify, save and hold harmless the Translator from any and all claims, actions, proceedings, or liability of any nature arising out of or in connection with the Services.

8. Scope of the Services:

8. 1. The Translator’s service is translating a text from English into German or vice versa. No other services are owed under the Contract. The process of pasting translated text to the web, editing or making any changes in order to publish such a text is the sole responsibility of the Customer and outside the scope of the services of a translation agency and in no way should the Translator be obligated to perform them. If the Translator agrees to make references to further this process, then in no way should this be constructed as to mean any kind of obligation under the Contract. The same applies for request to proofread, edit, or to perform any kind of work in order to facilitate the publishing of the text on the web, including but not limited to the request to make references for a web-designer.

8. 2. Translated works include text but not the pasting or changing of any pictures. Under no circumstances shall the Translator be obligated to perform any kind of editing or moving of any kind of text pictures.

8. 3. All services must be part of the original quote. Any special request after the quote has been received are not part of the promised services and cannot be considered. Under no circumstances should the Translator be obligated to perform any special request that are not part of the original quote. The Customer agrees that he has no right whatsoever to insist on special instructions received after the quote has been mailed to the Customer and that are not agreed on. This includes, but is not limited to, the change of any text and any other requests that are made after the quote has been received by the Customer. The Customer has no right whatsoever to make any payment conditional upon any request made after the quote has been received. If for any reason the Customer insists on additional requests or changes after the original quote is received and, in any way, wants to make payment conditional upon it or threatens to dispute the payment, the work will be stopped and the work shall be considered abandoned.

9. Abandoned Works:

9. 1 If it becomes necessary to contact the Customer to continue work and the Customer does not respond within a reasonable time, the translator will stop working on the project. The Translator shall make three (3) attempts to contact the Customer via email but if they fail the work is considered abandoned. Work on abandoned project will stop. The Translator shall not be obligated to resume the work and the entire amount for the translation will need to be paid if after more than 5 business days the Customer wants the Translator to resume work on the project. It is in the Translator’s sole discretion to do so.

9. 2 If it becomes necessary to contact the Customer and the Customer’s contact information has changed and the Translator has not been notified of such change, the work will be deemed abandoned.

10. Intellectual Property:

All Intellectual Property Rights (including, but not limited to copyright) in the Original Works Translated shall vest in the Customer or its’ licensors but, for the avoidance of doubt, the Customer hereby grants the Translator a license to store and use the Original Works for the duration of the Contract and for the purposes of providing the Services to the Customer. The Translator shall have all the rights in the Translated Works.

11. Confidentiality:

11. 1. Other than necessary in order for the Translator to provide the Services, neither party shall use any of the other party’s Confidential Information.

11. 2. No party shall disclose to any third person any of the other party’s Confidential Information.

11. 3. Each party may disclose the other party’s Confidential Information in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction, and, in connection with compliance with such an order only, if such party: (i) unless prohibited by law, gives the other party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party written notice of such disclosure promptly after complying with that order and (ii) fully cooperates with the other party, at the other party’s cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure.
11. 4. The obligation of confidentiality contained within this clause shall survive termination of the Contract.
11. 5. In no event shall the Translator be liable for any breach of confidentiality or any direct, indirect, or consequential damage of the breach of confidentiality through any actions of third parties, including but not limited to computer hackers, law enforcement agencies, and web hosting companies.

12. Termination:

12. 1. If the Customer unduly terminates the Contract, reduces the Contract in scope, or frustrates the Contract, the full price for the Contract shall remain payable unless otherwise agreed by the parties.

12. 2. The Customer hereby grants the Translator a lien on the Original Works kept by the Translator on any and all claims or causes of action that are the subject of the Services hereunder, for any sums due and owing to the Translator for the Services.

12. 3. The Translator shall be entitled to terminate the Contract immediately by written notice, including but not limited to transmission via E-Mail, to the Customer if:

12. 3.1. The Customer commits a material breach of the Contract and, in the case of such a breach which is capable of remedy, the Customer fails to remedy the same within 4 days of receipt of said written notice specifying the breach and requiring it to be remedied.
12. 3.2. The Customer makes the work process unnecessary difficult or impossible to carry out.

12. 3.3. An Force Majeure makes the completion of the Services impossible or economically not viable.

12. 3.4. The Customer files in any court or agency, pursuant to any bankruptcy and/or insolvency statute or regulation of any state, province or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Customer or of its assets, or if the Customer proposes a written agreement of composition.

12. 4. Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.

13. Governing Law and Exclusive Jurisdiction

Any issues arising from or in connection with this Contract, including, but not limited to disputes regarding the validity, interpretation and construction of these terms and conditions, shall be governed by, interpreted under and construed in accordance with the internal laws of the State of New York without giving effect to the conflicts of laws principles thereof. The federal or state courts located in New York County, New York shall have exclusive jurisdiction over any disputes and shall serve as exclusive venue for any proceedings related to any such disputes hereunder.

14. Miscellaneous:

14. 1.The Translator may engage any person, firm or company as sub-contractor to perform any or all of his obligations, and the he may assign any or all of his rights and obligations under the Contract.

14. 2. No waiver by the Translator of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach.

14. 3. Severability: If any provision of these terms and conditions shall be held or made invalid, void, or for any reason unenforceable by a court decision, statute, rule or otherwise, the remainder of these terms and conditions shall not be affected thereby.