§1 Validity 

(1) The deliveries, services and offers from DIE ÜBERSETZUNGSAGENTUR Sàrl (hereinafter Agency) are made exclusively on the basis of these terms and conditions. These therefore apply to all future business relations even if they are not expressly agreed once again. These conditions are deemed to be accepted at the latest when the customer makes use of the service. We hereby object to the customer countering these conditions with its own terms and conditions. 

(2) All agreements made between the seller and the buyer for the purposes of executing this contract must be set out in writing. 

§2 Offer and Conclusion of the Contract 

(1) Offers from the Agency are subject to change and non-binding. Declarations about the acceptance of an assignment need to be confirmed in writing by the Agency to be legally effective. 

(2) Performance details are only binding if expressly agreed in writing. 

(3) The employees of the Agency are not authorised to make verbal subsidiary agreements or give verbal assurances that go beyond the substance of the written contract. 

(4) Discounts and reductions are only granted under the condition that the customer does not fall behind with its payments. 

(5) The Agency may commission independent translation companies for the purpose of fulfilling its services. 

§3 Prices 

Unless otherwise specified, the seller remains bound to the prices contained in its offers for 30 days from the date on which they were quoted. Otherwise the prices mentioned in the order confirmation from the Agency shall apply (plus the relevant statutory VAT where applicable). Additional services are charged separately. 

§4 Delivery and Performance Time 

(1) Deadlines, which can be agreed as binding or non-binding, must be made in writing. 

(2) Delays in delivery and performance due to force majeure and events that make it very difficult or impossible for the Agency to deliver for longer than just a temporary basis – this includes in particular strikes, lockouts, official decrees etc., even if they happen to suppliers of the Agency (translation companies commissioned by the Agency) or their subcontractors – are not the responsibility of the Agency even when dates and deadlines agreed as binding. They entitle the Agency to postpone its performance by the duration of the hindrance plus an appropriate lead time. 

(3) If the hindrance lasts for more than three months, the customer is entitled to withdraw from the unfulfilled part of the contract after setting an appropriate extension period. If the delivery time is extended or if the Agency is freed of its obligations, then the customer is unable to derive any claims for compensation from this. The Agency can only call on the circumstances mentioned if it informs the customer without delay. 

(4) As long as the Agency is responsible for not keeping to binding periods and deadlines or falls behind, the customer is entitled to compensation for delay amounting to 0.5% for every full week of delay, but no more than 5 % in total of the invoice value of the services affected by the delay. All further claims are excluded unless the delay is based on at least gross negligence on the part of the Agency. 

(5) The Agency is entitled to make partial performance unless the partial performance is of no use to the customer. 

(6) The onus on the Agency to keep to delivery and performance obligations requires that the customer fulfils its own obligations properly and on time, in particular by presenting a perfectly legible text. 

(7) If the customer becomes liable of default of acceptance, then the Agency is entitled to ask for compensation for damages that it incurs. When default of acceptance occurs, the risk of any deterioration or demise is transferred to the customer. 

§5 Transfer of Risk, Acceptance 

(1) Risk is transferred to the customer as soon as the job has been handed over to the person taking care of its transport or, for the purposes of despatch, has left the Agency’s business premises. If despatch is delayed at the customer’s request, the risk is transferred to the customer when informed that despatch is ready. 

(2) The translation text that is ready for acceptance is deemed to be accepted at the end of 12 days after being received by the customer, if the customer does not refuse acceptance for legitimate reasons within this period. Unsubstantial defects do not entitle the customer to refuse acceptance. 

(3) Acceptance of the translation text by the customer’s customer applies in the same way as the relationship between the Agency and its customer. 

§6 Customer’s Rights in case of Defects 

(1) The period for asserting warranty claims is one year from delivery of the translation. 

(2) The customer must inform the Agency of any defects immediately in writing, but at the latest within a week of receipt of the translation. Any defects, which are unable to be detected within this period even on close inspection, should be advised to the Agency in writing as soon as they are discovered. 

(3) If the customer advises that there is a fault with the translation, the Agency first has the right to carry out subsequent rectification within a period deemed appropriate by the customer. If rectification proves unsuccessful, the customer can choose to demand a reduction of the fee or to withdraw from the contract. 

(4) Translation defects that are based on the faulty or incomplete presentation of texts, on terminology specific to the customer (as long as the Agency is not aware of it) or the absence of background to the texts, do not fall within the Agency’s area of responsibility. By the same token, matters of style do not constitute defects that give the customer the right to assert warranty rights or compensation claims. 

(5) Only the immediate customer is entitled to claims against the Agency based on defects and they cannot be assigned. 

(6) All translation work intended for print must be presented to the Agency before being printed for proof-reading purposes, otherwise the customer can neither assert warranty rights or compensation claims against the Agency due to a defect. 

§7 Retention of Title 

(1) Until all claims have been settled (including all payment balance requests from the current account), to which the Agency is entitled for any legal reason from the customer now or in the future, the Agency retains the title to the translation. 

(2) The translation remains the property of the Agency. Any processing or alterations are always done for the Agency as the producer, yet without any obligation on its part. 

(3) The customer is entitled to use or sell the goods subject to retention of title in the normal course of business as long as the customer is not in default of payment. Pledges or security transfers of title are not permitted. By way of security, from the outset the customer fully assigns the Agency any receivables (including all payment balance requests from the current account) arising from onward sale or any other legal reason (insurance, unauthorised activity) relating to the goods subject to retention of title. The Agency revocably authorises the customer to collect the receivables acceded to the Agency for the account of the Agency in its own name. This collection authorisation can only be revoked if the customer does not meet its payment obligations properly. 

(4) In case of third party access to the goods subject to retention of title, particularly pledges, the customer is referred to the property of the Agency and must immediately advise the latter so that the Agency can enforce its property rights. As long as the third party is not in a position to reimburse the legal or extrajudicial costs to the seller in this context, the buyer is liable for these. 

(5) In case of conduct by the buyer that is in breach of the contract – particularly payment default – the Agency is entitled to withdraw from the contract and reclaim the goods subject to retention of title. 

§8 Payment 

(1) The Agency is entitled to first offset payments against the customer’s older debts, irrespective of the latter’s conditions to the contrary, and will inform the customer about how offsetting is done. If costs and interest have already been incurred, then the seller is entitled to offset the payment firstly against the costs, then against the interest and finally against the principle service. 

(2) If payment is not made, the customer goes into default at the end of 30 days after issuing the invoice or by means of a reminder. 

(3) A payment is only deemed to have been made once the Agency is able to access the funds. In the case of cheques, the payment is only deemed to have been made once the cheque is credited to the Agency’s account. 

(4) If the customer defaults on payment, then the Agency is entitled to demand interest of 8 percentage points above the base rate from that point on. Furthermore, any discounts and reductions granted by the Agency no longer apply at the point in time that default takes effect. Furthermore, the Agency can claim payment of a flat cost fee of € 10.00 for the expense caused by default; the Agency reserves the right to give evidence of higher costs, whilst the customer reserves the right to give evidence of lower costs. 

(5) If the Agency becomes aware of circumstances that call the customer’s creditworthiness into question, in particular by not honouring a check or suspending its payments, or if the Agency becomes aware of other circumstances that call the customer’s creditworthiness into question, then the Agency is entitled to accelerate maturity of the entire outstanding balance, even if it has accepted cheques. In this case the Agency is also entitled to demand advance payments or the provision of security. 

(6) The customer is only entitled to offset, withhold or reduce payments, even if notices of defects or counterclaims are asserted, if the counterclaims have been determined to be legally binding. However, the customer is entitled to withhold payment due to counterclaims from the same contractual relationship. 

§9 Liability 

(1) Compensation claims are excluded irrespective of the type of breach of obligation, including unauthorised activities, as long as there is no intentional or grossly negligent conduct. 

(2) If contractual obligations relating to the principle service are breached, the seller is liable for any negligence, yet only up to the amount of the foreseeable damage. Claims for lost profit, saved expenses, from third party compensation claims and for any other indirect damages and consequential loss cannot be made, unless a characteristic of its translation guaranteed by the Agency is the precise cause for the customer to safeguard against such losses. 

(3) The liability restrictions and exclusions do not apply to claims incurred due to fraudulent conduct by the Agency, or in case of liability for guaranteed characteristics. 

(4) As long as the Agency’s liability is excluded or limited, this also applies to the Agency’s officers, employees, representatives and vicarious agents. 

§10 Applicable Law, Jurisdiction, Severability 

(1) The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between the Agency and the customer. The terms of the UN sales law are not applicable. 

(2) As long as the customer is a trader, legal entity or special fund under public law, Bergisch Gladbach is the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. 

(3) Should a term in these conditions or a term that forms part of other agreements be, or become, ineffective, this shall not infringe on the effectiveness of all other conditions or agreements.