General Terms of Sale
General Terms of Sale recommended by the SFT
1. APPLICABILITY AND VALIDITY OF TERMS OF SALE
All orders placed imply the client's full acceptance of these Terms of Sale, without
any reservation whatsoever and to the exclusion of any other document.
No special terms will take precedence over these Terms of Sale unless expressly
stated in writing on the final and binding purchase order.
The execution of any service by the Service Provider implies the Client accepts these
Terms of Sale and waives his own general terms and conditions. Any other
disposition, in the absence of manifest consent, will be ineffective against the Service
Provider, regardless of the time at which he/she may have been made aware of it.
Any condition to the contrary shall not be binding to the Service Provider unless
expressly accepted by the Service Provider in writing, regardless of when the Service
Provider becomes aware of the condition. That the Service Provider does not
exercise one or more of the provisions in these Terms of Sale shall not be interpreted
as a waiver of the Service Provider's right to exercise any of the provisions in these
Terms of Sale at a later date.
2. QUOTES AND ORDERS
Each order placed by the Client shall be preceded by a free quote issued by the
Service Provider based on the documents to be translated or information provided by
the Client.
The quote the Service Provider sends to the Client by regular mail, electronic mail, or
fax shall include:
• The number of words or pages to be translated;
• The language pair (the document and its translation);
• The way in which the translation was priced. A translation is billed either at a flat
rate, at an hourly rate, or based on the Service Provider's rates at the time the quote
is prepared, such as the number of words in the text to be translated or number of
target words in the translated text, according to the Statistics function in Microsoft Word or Trados ( or any other mutually agreed upon tool).
• The date of delivery of the translation;
• The format of the translated documents in case a specific layout has been
requested;
• Any special rates applied because of urgency, specific research, or any other
service that goes beyond the services usually provided by the Service Provider.
To confirm an order, the Client must return the unaltered quote with the Client's
written approval and signature to the Service Provider by regular mail or fax if the
quote was sent to the Client by regular mail or fax. If the Client received the quote by
electronic mail, the Client may confirm the order by expressing this clear acceptance
by return electronic mail. If the Service Provider does not receive the order
confirmation, the Service Provider reserves the right not to begin working on the
project concerned.
If confirmation of the order is not received within three (3) months of the date the
quote is sent by the means stipulated above, the quote shall be considered null and
void.
The Service Provider reserves the right, after informing the Client, to charge an
additional fee and/or not to adhere to the delivery date on the Client's initial order in
the following cases:
a. Modification of documents or the addition of documents by the Client after the initial
quote was prepared by the Service Provider, in which case the Service Provider
reserves the right to adjust the rate based on the additional volume of work estimated
or requested;
b. If the documents were not provided in their entirety during the quote preparation process (if the initial quote was based on the Client's estimation of the number of words and an excerpt of the text).
In the absence of the Client's express acceptance of the new delivery and/or
invoicing conditions, the Service Provider reserves the right not to begin working.
Unless otherwise stated on the quote, costs incurred during the provision of services
(travel, courier or postal fees, etc.) are at the client's expenses. Any decisions to offer a discount, reduction,
or sliding fee scale based on a percentage or flat flee (per page, line or hour) are at the
sole discretion of the Service Provider and only for the service to which they apply.
Any discounts or rebates offered to the Client shall not create a right vested in
interest concerning future services.
In the event that a quote is not sent to the Client before the beginning of the work,
translation services shall be invoiced at the base rate usually billed by the Service
Provider or at any other rate agreed between the latter and the Client via e-mail.
3. PROOF
The Client agrees to consider faxes, e-mails, copies, and computer files as
equivalent to the original and valid proof that the order was confirmed.
4. DEPOSITS
Any order exceeding 500.00 (five hundred) Euro excluding tax may be subject to a deposit, the
amount of which shall be clearly stipulated in the quote. Work shall begin only once
the payment has cleared.
5. DELIVERY
Any delivery date or dates agreed between the Service Provider and the Client shall
become binding only once the Service Provider has received all the documents to be
translated and if the Client has confirmed his/her order as specified in Paragraph 2
above within 3 (three) working days from the date of reception of the quote. After that
time, the delivery date may be revised if so required by the Service Provider's workload.
6. THE SERVICE PROVIDER’S OBLIGATION
The Service Provider agrees to provide a translation that is as faithful as possible to
the original and that complies with professional standards. He/she shall do everything
possible to take into account and include in the translation information provided by
the Client (glossaries, drawings, diagrams, abbreviations). The Service Provider shall
not be held liable for any inconsistencies or ambiguities in the source text, the
verification of the final text's technical coherence remaining the Client's sole
responsibility.
7. THE CLIENT’S OBLIGATIONS
The Client shall provide the Service Provider with all of the texts to be translated and
all of the technical information required to understand the text and, if necessary, the
specific terminology required. If the Client fails to inform the Service Provider, the
Service Provider shall not be held liable if the translation does not conform to the
Client's standards or if delivery is late.
The client has 10 (ten) working days from the time the translated documents are received
to inform the Service Provider in writing of any disagreement concerning the quality
of the translation. Once this period has expired, the service shall be considered duly
completed and no claims may be made. The client agrees to consider postal, fax, or
electronic mail receipts as proof of delivery.
8. CONFIDENTIALITY
The Service Provider agrees to preserve the confidentiality of the information he/she was made aware of before, during, and after providing services. Original documents shall be returned to the Client upon simple request.
The Service Provider shall not be held liable in the event that information is
intercepted or used by a third party during the transfer of data, especially on the
Internet. Therefore, the Client must inform the Service Provider before the provision
of services or at the time the order is placed of the means of transmission the Client
would like the Service Provider to use to ensure the confidentiality of any sensitive
information.
9. FORMAT
Translations are delivered by electronic mail in Word format. On request, translations
may be delivered in paper by regular mail. Any other means of delivery or formats must be expressly agreed to by the parties and may result in additional fees.
10. RESPONSIBILITY
The liability of the Service Provider on any grounds whatsoever shall be limited to the
invoiced value of the work.
Under no circumstances shall the Service Provider be held liable for claims related to
nuances of style.
It is expressly agreed that delivery deadlines are provided for information only and
that missed deadlines shall not be considered grounds for penalties. In any event, the Service Provider shall not be held liable for any direct or indirect damage caused to the Client or to third parties as a result of a delay in delivery due, in particular, to force majeure, or to any delivery problem.
11. CORRECTIONS and PROOFREADING
In the event of disagreements about certain aspects of the translation, the Service
Provider reserves the right to correct these aspects in cooperation with the Client.
If the translation is to be published, the Service Provider shall receive the printer's
proofs to proofread them before the document goes to print.
Unless otherwise specified in writing, all corrections will result in additional charges to
be billed at the prevailing hourly rate.
12. PAYMENT
Unless otherwise mentioned on the quote, payment in full to the Service Provider
shall be made no later than 30 (thirty) days from the date of invoice.
In the case of payments by check or wire from abroad, all forex and banking fees will
be specified on the quote or be billed to the Client.
In the event of late payments, orders in progress can be unilaterally interrupted until
full payment is received and the Client will be liable for late payment penalties of one
and a half time the prevailing base legal interest rate applied to the entire sum in
question, without any formal notice being required.
Translations remain the property of the Service Provider until payment has been
received in full.
13. COPYRIGHT
Before undertaking to have a document translated, the Client must ensure that this
does not infringe on any third-party rights. Therefore, the Client must be the author of
the original document or have obtained written permission to have the document
translated from the party holding the copyrights to the document.
If these conditions have not been ensured by the Client, under no circumstances
shall the Service Provider be held liable if all or a part of the documents to be
translated were to infringe on the rights of a third party or violate any applicable
regulations. If this were to occur, the Client shall be held solely liable for any harm or
financial consequences resulting from the Client's negligence.
Furthermore, the Client acknowledges that the translation is a new document, whose
copyright is held jointly by the author of the original document and the Service
Provider. As a result, for literary or artistic translation, and without harm to the
Service Provider's rights to the work, the Service Provider reserves the right to
require that the Service Provider's name be mentioned on any copies or publications
of the translation, in compliance with France’s Intellectual Property Code (paragraph
L.132-11).
14. CANCELLATION
If work that is commissioned is subsequently cancelled after work has begun,
for whatever reason and notified in writing by the Client to the Service Provider, the
Client shall pay the Service Provider the full contract sum for the work completed and
half (fifty percent) for the uncompleted work.
15. COMPLAINTS and DISPUTES
In the event of a complaint or dispute of any nature whatsoever, the Service Provider
and the Client agree to attempt to settle the complaint or dispute amicably. The parties promise to do their utmost to ensure that this conciliation has every chance of success and agree to act in good faith.
16. APPLICABLE LAW - JURISDICTION
These General Terms and Conditions are governed by and must be interpreted in accordance with the French law. In the absence of an amicable settlement in accordance with article 15 above, the parties grant exclusive jurisdiction to the French courts to settle any dispute relating to the service provided and these general terms and conditions.