Pietro Andreoletti & Verena-Kristin Bickel
via Calolzio 7
24038 Sant’Omobono Terme (BG), Italy
Tel: +39 392 2378717
VAT. No.: IT 03797660168
TAX No: NDRPTR72M14A794D
Section 1 General
These General Terms and Conditions apply to all the business between VB Consultech and our Customers. The use of any Customer’s differently worded terms of purchase and delivery is hereby expressly forbidden, unless we have explicitly recognised these in the individual case. The General Terms and Conditions shall be recognised by the Customer with the placement of the order and shall be applicable for the entire duration of the business relationship, even if we no longer refer to the General Terms and Conditions upon the acceptance of individual orders. They shall also apply to future transactions. Customers are both legal and natural persons.
Deviating contractual items
Contractually determined items that deviate from the General Terms and Conditions shall be valid.
Section 2 Contracts
Contracts of every kind must allow the object of the transaction to be recognised beyond doubt. Additional verbal agreements as well as changes to contracts shall only apply subject to our written confirmation. We shall not be liable for delays or shortcomings that arise through incorrect, incomplete, ambiguous and illegible information provided by the Customer, including those in the translation specifications. We shall be entitled to withdraw after unconditional confirmation of a contract, if information that we subsequently receive about the customer is not satisfactory.
Section 3 Performance by third parties
We may use third parties for the performance of all transactions, if we consider this to be appropriate and reasonable in our estimation. We shall only be liable for the careful selection of third parties. Except for in connection with interpreting assignments and in technical writing, contacts between the customer and the third party commissioned by us shall require our permission.
Section 4 Offers and prices
All offers and prices are non-binding. They can be adapted to the actualities of the situation and changes in the amount of work required without any further notice. Prices are in Euro, if no other currency is agreed upon. All prices named in our offers are net prices without tax. Payment targets, discounts or other reductions are not granted, unless they are expressly agreed upon. Special services require a premium or are invoiced according to effort.
Section 4.1 Specifics of translation and rates per word
Insofar as nothing is agreed to the contrary in writing, the price offered for translation services shall be understood to be prices per translated words. A minimum amount shall be offered if the agreed word price multiplied by the number of words does not exceed the minimum amount. If nothing is agreed to the contrary, this minimum amount shall be 50.00 Euro net. Certifications, adaptations of foreign-language marketing texts, web und software localisation, text entry, typesetting and printing work, formatting and conversion work, proofreading, express surcharges, the creation and expansion of a terminology list or of a glossary shall be invoiced separately according to effort or by agreement.
Section 4.2 Specifics of interpreting
The time required for the interpreter to travel to the place of interpreting and back shall be remunerated at the hourly rate charged for the interpreting assignment plus the interpreting time and attendance time. Expenses incurred (travel, hotel and food costs, etc.) shall be charged to the Customer. The location of the office that processes the respective order shall be the place of the start of the journey and of the end of the journey, insofar as no other place of start of journey and end of journey was contractually agreed upon. Subject to agreements that deviate from this, overtime shall be remunerated at a surcharge of thirty percent. Started hours shall be deemed to be full hours and interrupted days shall be deemed to be full days.
Section 5 Services
The services specified in the contract and accepted by us shall be implemented by us in accordance with the contract and these General Terms and Conditions. We shall not owe services that go beyond the contract. In the event of cancellation of the contract we shall be entitled to charge the Customer cancellation fees and failure charges of up to one hundred percent of the agreed fee.
Section 5.1 Specifics of translation and rates per word
Insofar as nothing has been agreed to the contrary in writing, we shall create and deliver a rough translation. Certifications, publications, creation and adaptation of foreign-language marketing texts, web and software localisation, text entry, typesetting and printing work, formatting and conversion work, proofreading, rush orders, the creation, expansion and use of specific terminology or of a glossary must be specified in good time upon placing of the order, so that we can make our arrangements in order to accomplish this. We shall not be held liable for imprecise, unclear, incomplete, erroneous and incorrect information or terms within the source texts, templates, information and compilations of words made available by the customer or in the formulation of the contract. In the case of rush orders that make it necessary to split the service between several employees, no guarantee can be undertaken for consistent terminology. Claims for damages and reductions of the invoices are excluded. The creation or expansion of terminology sets or of a glossary shall only take place after explicit agreement. It is a prerequisite that sufficient documentation, such as, for example, terminology databases, previous translations, list of words or glossaries are made available when rush orders are awarded.
Section 5.2 Specifics of interpreting
During interpreting assignments, the Customer shall be obliged to inform us, as well as the contact, in good time of the type of interpreting assignment (liaison, simultaneous or consecutive interpreting, etc.), the required interpreting and conference technology and the exact venue, time and date of the event. The customer commits to make the corresponding training materials available to us at an early stage, at least one week before the start of the event and, as far as is necessary, to accommodate our interpreters in a hotel close to the location of the assignment as befitting to status.
Section 5.3 Specifics of technical writing
Our offer alone shall be decisive for the quality of the service. Information in presentations or on the internet shall always be understood to be non-binding examples.
Documents such as operating instructions, for example, shall be compiled with the components described in the offer and in accordance with the agreed structure (as a rule this is the result of a structure workshop).
Section 5.3.1 Applicable standards
The suitability of documents for the USA, Canada and Australia shall only be possible if the place of delivery is specified in the order.
The applicable standards and Directives shall also be decisive for the quality. If no information is provided about the place of delivery, the applicable EU standards shall be decisive. If we compile research on standards including a list of standards and transmit this for release to the customers, then only the released list of standards shall be decisive.
Section 5.3.2. Translation after technical writing
Translations shall take place in accordance with the purpose of applicable standards, Directives and translation conventions.
Section 5.4 Specifics of consulting and training
Our offer alone shall be decisive for the quality of the service. Information in presentations or on the internet shall always be understood to be non-binding examples.
Section 6 Delivery deadlines and partial delivery
Delivery deadlines shall be specified to the best of our knowledge and belief and can always only be provisional delivery deadlines. They shall not be understood to be binding promises. The customer shall be obliged to accept any partial deliveries under the agreed conditions.
Section 7 Faults, force majeuere, closure of and limitation to the business, network and server errors, viruses
We shall not be liable for damages that are caused by the interruption of our business, especially through force majeure, for example natural phenomena, strikes, traffic disruptions, delays due to transport, network and server disruptions, connection and transmission faults or other faults beyond our control or absence of technical editors, advisors or interpreters. In these cases, we shall be entitled to completely or partially withdraw from the contract. The same shall apply if we have to completely or partially close or limit the business, especially the online service, for an important reason, on individual days or for a certain time.
We are not liable for damages caused by viruses, Trojans, auto diallers, spam mail or comparable data. Our IT systems (network, workstations, programs, files, etc.) are regularly checked for these kinds of viruses and data. In the event of deliveries of files via EDI (modem), e-mail or other remote transmission methods the Customer shall be responsible for a final virus check and data check of the transmitted data and text files. Any claims for damages shall not be recognised by us. The electronic transmission shall take place at the Customer’s risk. We shall not be liable for texts and data that become damaged, incomplete or lost due to the electronic transmission.
Section 8 Acceptance
The acceptance of the service or delivery, including partial deliveries, is one of the customer’s main obligations. If the customer rejects or neglects the acceptance, it shall be deemed to be in default of acceptance without further warning and shall be liable for all damages that have arisen.
Section 9 Complaints
Section 9.1 Translations
Complaints shall only be recognised in commercial transactions in the case of obvious defects if they are made to us in writing immediately after delivery of the translation or after delivery of the service, in the case of recognisable defects immediately after the review of the translation or of the service, in the case of hidden defects immediately after their discovery, with substantial details of the defect. Also in non-commercial transactions, complaints must be made in writing with the exact specification of the nature of the defect. In commercial and non-commercial transactions, in the case of obvious defects after the end of the period of two weeks after delivery of the translation or after delivery of the service, in the case of recognisable defects after the end of the period of four weeks after delivery of the translation or after delivery of the service, otherwise after the end of the period of four weeks after discovery of a hidden defect by the customer all complaints regarding defects shall be excluded. In the case of defects that are substantiated and were properly reported we have the right to make the choice between remediating the translation or the service at least twice or to redo it. The customer shall remain obliged to the acceptance of the service delivered and to payment.
Section 9.2 Guarantee in technical writing
In the case of proofreading runs the customer shall be obliged to inform us without delay within two weeks of obvious defects. If no, or only a delayed, notification takes place, the customer thus has no more rights to the warranty for defects. Any rights of the warranty for defects shall be limited to the service affected by the defect. If several defects are present in a service, then these can only then be taken into account together in relation to the assertion of rights if they are materially connected to one another.
Section 9.2.1 Legitimate complaints in technical writing
In the case of legitimate complaints, we may decide between remedy within a reasonable period or creating a completely new version of the relevant document (right to subsequent fulfilment). We shall have the right to subsequent fulfilment three times in relation to the same defect. After failure of the remedy or in the cases provided for by law, in which we do not have the right to subsequent fulfilment, the Customer has the right to withdraw from the contract, insofar as the defects make the service no longer suitable for the contractually intended purpose. The right to reduction shall be excluded unless further legal remedies in the event of legitimate complaints would not be available to the Customer.
Section 9.2.2 Translation after technical writing
Before the translation of a completed manual compiled by us can start, the manual must be accepted by the customer.
Section 10 Delay in delivery, impossibility, withdrawal and damages
The Customer shall only be entitled to withdraw from the contract or to perform the work itself in cases of performance default, remediation and the impossibility to deliver, as well as in other cases, when the deadline has been considerably exceeded and they have set a reasonable extension. In commercial transactions we shall not be liable for delivery that is not on time, upon non-fulfilment and claims for damages, whatever the legal reason for this may be, with the exception of those in the case of wilful intent and gross negligence, as well as for vicarious agents and in the case of slight negligence only insofar as significant contractual obligations have been infringed and not for any consequential damages, other indirect damages and loss of profit that are caused. The liability shall be limited in commercial and non-commercial transactions in the event of slight negligence to twice the value of the invoice of the damage-causing delivery or service and to a maximum of twenty thousand Euro, as well as in commercial transactions in the event of wilful intent and in the event of gross negligence of the vicarious agents to three times the value of the invoice of the damage-causing delivery or service and to a maximum of thirty thousand Euro. The liability for damages named herein shall always be limited to typical direct damages that are foreseeable at the conclusion of the contract. The limitations of liability shall be reduced to one third of the amount if the Customer is insured against damages. The Customer shall be subject to comprehensive obligations to cooperate. It commits to check every service delivered by us for freedom from defects and for usability in the specific situation, before using the service for different purposes. We shall not be liable for subsequent damages, such as faulty printing, if the Customer has not completely fulfilled its obligation to cooperate in good time.
Section 10.1 Specifics of translation
If the Customer wishes to publish the translated text or use it for advertising purposes or wishes to receive the translation formulated in a specific style, when placing the order it must make available clear information, glossaries and style and text templates for the text to be published or for the adaptation of the advertising text. If it does not mention the specified purposes of use when placing the order, and if the text is later published or used for advertising purposes, then it cannot claim for damages that arise if due to a translation error or an inadequate adaptation the publishing or advertising must be repeated. In this case we reserve the right to claims resulting from the infringement of copyright regulations. The Customer must send us a proof for approval before printing. If it prints without our release, this shall be completely at its own costs and it shall be fully liable, also for subsequent damages.
Section 11 Assignment of rights
The assignment of rights from a contract by a Customer shall require our written permission.
Section 12 Payment terms
Insofar as nothing is agreed to the contrary, in commercial transactions with our customers, we demand payment within 30 days from the date of invoice under exclusion of deductions, retentions and offsets. The relevant Contracting Party is the one who shall be obliged to payment. If the Customer is insolvent, unwilling to pay or if there is substantiated doubt about its ability or readiness to pay, we can make the invoices due immediately. In these cases we shall be entitled to issue the service or goods only against simultaneous payment or optionally to withdraw from the contract. Invoices for wage labour shall be payable net cash upon receipt of invoice.
Payments made shall be irrevocable. If partial payments are agreed upon, then the entire residual amount shall become due, if the customer is partially or completely late with at least two subsequent partial payments. The Customer’s provisions about the crediting of payments shall not be binding for us. We reserve the right to credit payments at our discretion for outstanding debts and interest. In the case of late payment, we shall be entitled to withdraw from the contact after the expiry of a reasonable extension or to demand damages for non-fulfilment. Furthermore, we shall be entitled, after prior notice, to exercise the right of retention for all deliveries that are still outstanding or to demand prepayments. The customer who is in default shall be obliged to issue delivered goods that are still under reservation of title to us on request. Furthermore, we shall be entitled to demand the immediate payment of all invoices that are still outstanding, also those that are not yet due, including the deferred amounts. In the event of default or in the event of deferral we shall be entitled to invoice the usual interest for loans charged by the banks from the day of default onwards. If the payment terms originally specified in the invoice are exceeded, the customer in commercial transactions declares that they shall take on for us the usual interest for loans charged by the banks.
Section 13 Retention of title
Until the complete payment of all existing accounts receivable from the Customer, the service delivered including all pending rights remains exclusively our property. If the reserved work is linked to or processed with all third-party-owned objects or services, we shall acquire the co-ownership of the new object or service in the ratio of the value of the reserved object or service to the other objects or services.
We retain all rights to any results of work from certain ancillary work such as the creation of specialised terminology, a compilation of words, a TM or a glossary. Insofar as the retention of title to these services assigned to the Customers, the Customer shall grant us a simple and transferrable right of use to these results of work. We shall be entitled to copy, translate or process the individually produced results of work and to report openly about them. The right of use shall be granted for an indefinite time and may only be terminated for important reasons.
In the event of use of and changes to our services by third parties our agreement to this must be obtained in advance.
Section 13.1 Rights of third parties
The Customer shall ensure that no rights of third parties to the information, documents and other objects transmitted to us conflict with processing, use, copying and/or publication of the results of processing. The Customer shall release us and our subcontractors from any liability for the claims of third parties, which are based on the use, processing, utilisation or copying of this information, these documents and any other objects or their processing.
Section 14 Confidentiality
We commit to keep confidential the Customer’s information which we have received within the scope of the cooperation and that has been marked as confidential and to take appropriate measures to prevent unauthorised third parties becoming aware of this information or these documents and/or being able to use this information and documents. The duty of confidentiality shall end as soon as the confidential information has become public knowledge and thereby in the public domain or was already known to us. We shall generally not pass on confidential Customer information to unauthorised third parties but may however do so in order to use third parties for the rendering of the services, insofar as these are likewise obliged to confidentiality. The duty of confidentiality shall end three years after transmission of the information or documents to us.
In the electronic transmission of texts and data between the Customer and us we do not guarantee any absolute secrecy due to the possibility of external intervention. Insofar as stricter duties of confidentiality are to be observed in the processing of certain documents, the Customer shall be obliged to provide us with detailed written notice of these conditions when placing the order and as far as is necessary, to make available the programmes, codes and passwords to be used.
Section 15 Right of use of the mark
The Customer shall grant us a simple, non-exclusive right of use, to use the word mark, figurative mark and mixed figurative and word mark of the customer worldwide and to copy within the scope of the advertising of the cooperation. We commit to only use and copy the brand exclusively as part of the reference for our customer base. We recognise the customer’s rights to the brand and commit to not prejudice these rights in any way. We can request the mark at any time in electronic form (i.e. in print and the version fit for computer screens). The mark may only be used by us in the forms and colours specified by the Customer.
Section 16 Non-solicitation agreement
Our employees and freelance workers may not be directly or indirectly employed, engaged or commissioned without our permission until twenty-four months after conclusion of the Customer’s last order. Also no offer of such an activity may be submitted to them either verbally or in writing or in any other way.
Section 17 Data protection
The customer hereby declares that it agrees to its data being stored within the scope of the Data Protection Act.
Section 18 Applicable law
Applicable law: The law of the Federal Republic of Germany shall apply to all legal relations between the customer and us.
Section 19 Place of jurisdiction
The exclusive place of jurisdiction shall be Bergamo, Italy.
Section 20 Effectiveness
Through any initial or later invalidity of one or several Provisions of these General Terms and Conditions the validity of the other Provisions shall not be affected. In such case a valid Provision that comes closest to the legal and economic purpose shall be deemed to have been agreed upon. The decisive version of these General Terms and Conditions shall be the current German-language version.
Section 21 Changes to the General Terms and Conditions
These General Terms and Conditions can be subject to changes at short notice. Contact us, insofar as you wish to be sent a current version of these General Terms and Conditions.