terms and conditions

4translations ltd

GENERAL TERMS & CONDITIONS OF SALE

The original English language version of these Terms and Conditions is the legally-binding version.

GENERAL TERMS & CONDITIONS OF SALE

1 Interpretation

1.1 In these Conditions:

Charges’ means the fees, charges and expenses for the Specified Services as set out in the Order;

the Client’ means any person to whom the Company has agreed to provide the Specified Services;

the Company’ means 4 Translations ltd whose registered office is at 24 Rye Terrace, Hexham, Northumberland NE46 3DX (Company Number: 4759264);

the Conditions’ means the standard conditions of purchase set out in this document;

the Contract’ means the contract for the sale and purchase of the Specified Services on these Conditions;

Delivery Address’ means the address stated on the Order;

Input Material’ means any documents, materials, elements of text, images, graphics, designs, photographs and any data or other information provided by the Client to the Company relating to the Specified Service;

Order’ means the Client’s purchase order to which these Conditions are annexed;

Output Material’ means any documents, transcripts, translations, materials elements of text, images, graphics, designs, photographs and any data or other information provided by the Company to the Client relating to the Specified Services;

Specified Services’ means the services to be provided by the Company to the Client and referred to in the Order.

1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.

1.3 Unless the context otherwise requires words importing one gender include all other genders and words incorporating the single include the plural and vice versa.

2 Basis of sale

2.1 The Company shall provide the Specified Services to the Client subject to these Conditions. Any changes or additions to the Specified Services or these Conditions must be agreed in writing by the Company and the Client.

2.2 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Client or subject to which the Order is accepted or purported to be accepted by the Company.

2.3 The Client shall at its own expense supply the Company with all necessary Input Material within sufficient time to enable the Company to provide the Specified Services in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.

2.4 The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to the Client.

2.5 The Specified Services shall be provided in accordance with the Order and otherwise in accordance with the Company’s current brochure or other published literature relating to the Specified Services from time to time but subject to these Conditions.

2.6 The Company may correct any typographical or other errors or omissions in any brochure or other published literature relating to the provision of the Specified Services without any liability to the Client.

2.7 The Company may at any time without notifying the Client make any changes to the Specified Services which are necessary to comply with statutory requirements or which do not materially affect the nature or quality of the Specified Services.

3 Charges

3.1 Verbal quotations are given for guidance only, they are not binding upon the Company and are subject to written confirmation in the Order on receipt of the Input Material.

3.2 The Charges, unless otherwise so stated, shall be exclusive of:

.1 any applicable value added tax;

.2 all charges for delivery of the Output Material to the Delivery Address;

.3 any adaption or amendment to the Output Material previously supplied by the Company to suit a new purpose;

.4 preparing and sending additional copies in any form of any Output Material to the Client;

.5 making multiple photocopies of any Output Material or sending multiple facsimile messages within the United Kingdom and for the purpose of interpreting this clause the word "multiple" shall mean more than two;

.6 sending facsimile messages overseas;

.7 proof reading of any Output Material prepared by the Company by a native speaker other than the original translator.

4 Terms of payment

4.1 Unless otherwise stated in the Order, the final payment shall become due and payable to the Company 30 days after the date of the invoice issued upon completion of the Specified Services.

4.2 Subject to the provisions of the Order if the provision of the Specified Services takes longer than 3 months to complete the Company shall be entitled to invoice the Client at monthly intervals for such part of the total price payable for the completed Specified Services as the Company in its absolute discretion thinks fit.

4.3 The Client shall pay any additional Charges which are agreed between the Company and the Client for the provision of the Specified Services 30 days after completion of the Specified Services and the Client shall also pay such additional Charges which are in the Company's sole discretion required as a result of the Client's instructions or lack of instructions, delay in providing or the inaccuracy of any Input Material or any other cause attributable to the Client.

4.4 If payment is not made on the due date the Company shall be entitled to charge interest on the amount outstanding at the rate of 7% above the base lending rate from time to time of Barclays Bank Plc from the due date until the outstanding amount is paid in full.

4.5 If payment remains overdue for more than 21 days the Company reserves the right to withhold the provision of the Specified Services until payment of all outstanding Charges and interest is made. Such withholding does not relieve the Client of its obligation to pay any outstanding Charges and interest.

4.6 The Client shall be liable for and shall indemnify the Company against all costs and expenses incurred by the Company in respect of any steps, actions or proceedings made or brought against the Client by the Company to obtain payment of outstanding Charges and interest.

4.7 All payments must be in U.K. Pound Sterling unless otherwise agreed in writing.

5 Delivery

5.1 The Output Material shall be delivered to the Delivery Address on the date or within the period stated in the Order.

5.2 Delivery shall be deemed to be made on posting, faxing or electronic delivery to a carrier, as the case may be, and the risk shall pass to the Client.

5.3 Where a delivery date is a material part of the Contract this shall be stated in the Order and time for delivery shall not be of the essence unless this is specifically stated in the Order.

5.4 If in order to meet the delivery requirements of the Contract it is necessary to sub-contract all or any part of the Specified Services the Company shall have an absolute right to sub-contract to a person of its choice without further notice to the Client and the Client shall pay any additional Charges incurred by the Company as a result.

5.5 Where time is of the essence as provided by clause 5.3 hereof any special arrangements and the Charges for these for the collection and delivery of the Output Material shall be specified in the Order.

5.6 Where time is of the essence as provided by clause 5.3 hereof and if the Company fails to provide the Specified Services on or before the agreed delivery date or if appropriate the agreed delivery time the Client shall be entitled to a refund in full or in part as may be agreed between the Company and the Client and the Company shall be entitled to require the immediate return of the Output Material in full or in part as is appropriate to the circumstances of the case.

6 Warranties and liability

6.1 The Company warrants with the Client that the Specified Services will be provided using reasonable care and skill and as far as reasonably possible in accordance with the Order and at the intervals and within the times referred to therein.

6.2 Where under the Order the Specified Services are to be supplied by the Company in stages the Client agrees to sign off any work which it finds satisfactory. Such signed off work will be deemed to be accepted and approved by the Client and to meet the obligations of the Company to the Client with regard thereto. If the Client has not given written notice to the Company that Output Material is not satisfactory within 10 working days of the delivery to the Client of such Output Material the Client shall be deemed to have accepted and approved such Output Material and to have signed off the same and the Company shall have no liability for any defect in the quality of the Specified Services or their failure to correspond with the Order and the Client shall be bound to pay the Charges as if the Specified Services had been supplied in accordance with the Contract.

6.3 Where any claim in respect of any Specified Services which is based upon any defect in the quality of the Specified Services or in their failure to correspond with an Order is notified to the Company in accordance with these Conditions the Company shall be entitled to re-perform the Specified Services free of charge or at the Company’s discretion to refund the Charge for the Specified Services in whole or in part but the Company shall have no further liability to the Client.

6.4 The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, ambiguous, illegible, out of sequence or in the wrong order or arising from their late arrival or non-arrival or any other fault of the Client.

6.5 The Company will endeavour to produce an accurate and idiomatic translation of the Input Material, the Client accepts that the Company is not providing the skills of a copywriter and a translation may read differently from good original writing and no liability is accepted by the Company for any loss arising therefrom.

6.6 In the event of use of the Output Material by the Client for a purpose other than for which it was supplied the Client shall not be entitled to any compensation by the Company, and the Client shall indemnify the Company against any loss arising as a result to the Company, in goodwill, or otherwise.

6.7 It is the Client’s responsibility to provide a glossary or other reference document for industry specific terminology preferences at the time the project is submitted for translation. In the absence of such a document, all translations are performed according to the word definition provided in standard language dictionaries.

6.8 Except in the case of death or personal injury the Company's total liability to the Client whether for negligence, breach of contract or otherwise shall in no circumstances exceed the Charges. The Company accepts no liability of whatever nature arising as a result of any representations, breach of contract, negligence or otherwise including but not limited to any liability for indirect or consequential loss, loss or corruption of data, or loss of profits, revenue, business or goodwill. All conditions, warranties, guarantees and representations, express or implied, by statute, common law or otherwise in relation to the Specified Services (other than any liability which the Company is not permitted by law to exclude or restrict) are hereby excluded to the fullest extent permitted by law.

6.9 The Company shall not be liable for any failure in the performance of its obligation under the Contract caused by factors or circumstances outside of its control including but not limited to any act of God, war, strike, lockout, industrial action, flood, drought, storm or other event beyond the Company's control.

6.10 Any advice or recommendation given by the Company or its employees or agents to the Client as to the application or use of any Output Material which is not confirmed in writing by the Company is followed or acted upon entirely at the Client's own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

6.11 In respect of translating and/or proof reading and/or typesetting and/or other associated services typewritten Output Material should be proof read by a native speaker other than the original translator prior to publication and after typesetting and/or printing. Except where the Company is required to provide proof reading services under the terms of the Order the Company accepts no liability whatsoever for Output Material which is not proof read as provided by this clause

7 Termination

7.1 Either Party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so or if the other goes into liquidation (or in the case of an individual or firm) becomes bankrupt makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

7.2 In the event that the Contract is terminated the Client shall pay to the Company a proportionate sum for the Specified Services as carried out up to the date of termination on the basis of time incurred and materials used.

8 Title and Ownership

8.1 All right, title and interest in and to the Input Materials and any and all patent rights, copyright, know-how, and trade secrets (subject to any such rights of any third party) belong to or continue to belong to the Client.

8.2 The Client warrants that any Input Material and its use by the Company for the purpose of providing the Specified Services will not infringe the copyright or other rights of any third party and the Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.

8.3 All right, title and interest in and to the Output Material and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of Client. Notwithstanding the above, the Client acknowledges that the Company is the sole and exclusive owner of all right, title, and interest in and to all

.1 methodology, information, software, and databases used in translating the Input Material, and

.2 inventions, methodology, innovations, know-how, and databases developed by the Company in the course of translating the Input Material, including any and all patent rights, copyrights, know-how, and trade secrets therein.

8.4 The Output Material and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of the Company until the Company shall have been paid in full for such Output Material.

9 Confidentiality

Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Company but the foregoing shall not apply to anything which is public knowledge at the time when it is so provided and shall cease to apply if at any future time it becomes public knowledge through no default of the Company.

10 Non-solicitation

The Client during the term of the Specified Services and for a period of six months after expiry or termination shall not solicit the Company’s' employees, partners or sub-contractors who have been employed or engaged in the provision of the Specified Services. For the purposes of this clause "solicit" means the soliciting of such person with a view to engaging such person as an employee, director, partner, sub-contractor or independent contractor.

11 General

11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

11.2 If any provision of these Conditions is held by any court or competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

11.3 The Contract shall be governed by the laws of England, and the parties submit to the exclusive jurisdiction of the English Courts.

11.4 In providing the Specified Services the Company is acting as an independent contractor and is not acting as an employee of the Client.

11.5 These Conditions (together with the terms if any set out in the Order) constitute the entire agreement between the parties supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.

11.6 Neither party may assign, transfer or in any way make over any of its rights or obligations to any third party without the written consent of the other party.

11.7 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.


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