General Terms and Conditions of Vertaalservice Centipede
Filed with the Chamber of Commerce of Zuid-Limburg under file reference number 14043210
Article 1 - Definitions
In these general terms and conditions, the following terms are defined as stated below:
1.1 Client: the natural person or legal entity that has instructed the contractor to perform work.
1.2 Contractor: Vertaalservice Centipede.
Article 2 - General
2.1 These general terms and conditions apply to the conclusion, contents and performance of all agreements entered into by the client and the contractor and all associated services.
2.2 The conditions of the client are only applicable if it has been explicitly agreed in writing that they apply to the agreement between the parties, with the exclusion of these terms and conditions.
Article 3 - Offers, quotes
3.1 The mere issue of a quote or a similar announcement, referred to as an offer or otherwise, does not oblige the contractor to enter into an agreement with the client.
3.2 Offers made by the contractor are at all times without obligation and can be accepted without deviations only.
Article 4 - Instruction
4.1 An instruction is accepted on the condition that the contractor is entitled to return the instruction within five (5) working days of accepting it. In that case, the contractor is not liable to pay any compensation.
4.2 The client is obliged to fully cooperate in the performance to be delivered by the contractor under the agreement.
4.3 The contractor is entitled to raise or lower the agreed price if the client makes changes to the specifications agreed initially.
4.4 The contractor is entitled to fully or partially outsource the performance of the agreement to third parties.
4.5 The client is entitled to cancel the agreement, provided the client compensates the contractor for any losses suffered as a result. These losses include losses and lost profits suffered by the contractor and, in any case, costs already incurred by the contractor for making preparations, including the costs of reserved capacity, materials purchased and services hired.
Article 5 - Price
5.1 If a word rate is used for the performance to be delivered, the calculation of the price will be based on the number of words (= words, numbers, abbreviations, etc. in the broadest sense) of the target text unless otherwise agreed.
5.2 All prices quoted are exclusive of turnover tax and other government levies.
5.3 The price quoted by the contractor for the performance to be delivered only applies to the performance in accordance with the agreed specifications.
5.4 The contractor is entitled to raise the agreed price when the client has supplied a particularly laborious text, an unclear copy or faulty computer software or data files, which generate more work for the contractor than it could have reasonably expected upon conclusion of the agreement. The above list is not exhaustive.
Article 6 - Payment term
6.1 The invoice is sent after delivery of the performance and must be paid within 30 days of the invoice date. Objections to an invoice are without prejudice to the obligation of timely payment and must be submitted within 20 days of the invoice date in writing, supported by reasons.
6.2 Failure to pay within the stipulated term will cause the client to be in default, without any notice of default from the contractor being required.
6.3 In the event that the client fails to pay within the stipulated term, it must pay statutory interest on account of the delay in paying the amount it owes, from the first day of default.
6.4 In the event that the client fails to pay within the stipulated term, the client is further obliged to pay all judicial and extrajudicial collection costs, including all costs incurred by the contractor and the fees of lawyers, bailiffs and debt-collection agencies. Extrajudicial costs are set at a minimum of 15% of the principal with interest, subject to a minimum of €150.
Article 7 - Method of delivery
7.1 Unless agreed otherwise, delivery will be made at the locations where the client carries on its profession or business.
7.2 The contractor is not obliged to deliver the performance in parts.
7.3 The client is obliged to fully cooperate in the delivery of the performance by the contractor under the agreement. The client will be in default if it refuses to take delivery of the performance, regardless of having received a demand to that end.
7.4 Every delivery of the performance by the contractor is made under retention of title of the corporeal objects associated with the delivery. Ownership passes when the client has paid everything it owes under the agreement, including interest and costs.
Article 8 - Delivery date
8.1 A delivery date stipulated by the contractor is for information purposes only unless it has been explicitly agreed that it concerns a deadline. The contractor will only be in default after the client has declared the contractor to be in default, also in the event of an agreed deadline.
8.2 The contractor’s commitment to any agreed deadline for delivery ceases to apply when the client and the contractor have agreed on changes to the specifications of the instruction. In such a case, the parties are obliged to agree on a new date. In the event that the parties do not agree on a new date, the provisions of paragraph 8.1 apply.
8.3 The contractor is entitled to change the agreed date when the client has supplied a particularly laborious text, an unclear copy or faulty computer software or data files, which generate more work for the contractor than it could have reasonably expected upon conclusion of the agreement. The above list is not exhaustive.
8.4 When the agreement is performed by the contractor, the client is obliged to do all that is reasonably required or desired in order to facilitate timely delivery by the contractor.
Article 9 - Inspection upon delivery
9.1 Following delivery, the client is obliged to promptly inspect whether the contractor has performed the agreement correctly, while the client is further obliged to immediately notify the contractor in writing of anything to the contrary. The client must carry out the aforesaid inspection and send the relevant notification within 14 days of the delivery.
9.2 The contractor is at all times entitled to rectify a faulty performance, insofar as the objections are fair and the text sections to be corrected are clearly indicated.
9.3 The performance of the agreement is deemed to be satisfactory if the client has failed to undertake the inspection or send the notification referred to in paragraph 1 of this article within the stipulated term.
9.4 The contractor’s performance will, in any case, be deemed satisfactory if the client has edited or processed the translation, has delivered it to third parties, or has instructed another party to use, edit or process it or supply it to third parties.
Article 10 - Copyright
10.1 Unless explicitly otherwise agreed in writing, the contractor reserves the copyright to the performance it delivered.
10.2 The client is obliged to indemnify the contractor against claims based on ownership right, patent right and copyright infringements regarding the performance of the agreement.
Article 11 - Confidentiality
11.1 The contractor is obliged to maintain confidentiality of all information in connection with the performance of the agreement.
Article 12 - Force majeure
12.1 Shortcomings by the contractor in the performance of the agreement as a result of fire, accidents, illness, export restrictions, government measures or other circumstances beyond the contractor’s control are regarded as non-attributable to the contractor and do not give the client the right to dissolve the agreement or to claim compensation.
Article 13 - Liability, indemnification
13.1 Except in the case of intent or gross negligence, the contractor is not liable for damage in any form whatsoever suffered by the client and/or third parties. Any form of liability on the part of the contractor will, in any case, lapse three (3) months after delivery of the performance. In the case of liability of the contractor, the client can claim reimbursement of no more than the invoice value of the instruction, subject to a maximum of €500.
13.2 The contractor is not liable for the loss of or damage to data carriers of whatever nature, made available to the contractor for the performance of the agreement.
13.3 The contractor is not liable for costs or losses of whatever nature and incurred or suffered by whomever, that are the result of the transport or transmission of data (carriers). This includes the delivery of the performance under the agreement.
13.4 In the event that the contractor is held liable by a third party for any losses for which it is not liable under the agreement with the client and/or these general terms and conditions, the client will fully indemnify the contractor and reimburse the contractor for everything it must pay to this third party.
Article 14 - Deviations
14.1 These general terms and conditions can only be deviated from in writing.
Article 15 - Settlement of disputes
15.1 All disputes resulting from the agreement between the client and the contractor or ensuing agreements concluded between them will be settled by the relevant competent court in the Netherlands.
Article 16 - Applicable law
16.1 The agreement between the client and the contractor is governed by Dutch law.
This English text is a translation. In the event of doubt or contradictions, the original Dutch text applies.
General Terms and Conditions
General Terms and Conditions of Vertaalservice Centipede