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Sales Terms
1 - GENERAL
These general terms and conditions apply to all legal
relationships between B2win Translations ("the Agency") and the
Client, and supersede any terms and conditions referred to,
offered or relied on by the Client, unless the Agency
specifically approves the application of such terms in writing.
2 - QUOTATIONS
2.1 Quotations and estimates issued by the Agency are
free of obligation.
2.2 The Agency may revoke
quoted prices or terms of delivery if it has not had the
opportunity to view the entire text to be translated prior to
issuing the quotation. The Clients oral or written acceptance
of the quotation submitted by the Agency shall constitute a
contract. Acceptance of the quota submitted by e-mail shall
constitute a contract too.
2.3 The Agency may consider
as a Client any person or entity that has placed an order with
the Agency, unless said person or entity has explicitly stated
that they are acting on behalf of a third party. In this case,
the Client will provide the Agency with the name and address of
the third party, in addition to the invoicing address, upon
placing the order.
3 - CHANGES TO OR CANCELLATION OF ORDERS
3.1 Any major changes made by the Client to an order
after the contract has been concluded shall entitle the Agency
to either modify the quoted price and/or terms of delivery or to
refuse to execute the order. In the latter case, the Client
shall pay for the work already completed.
3.2 Cancellation of an order
by the Client shall entitle the Agency to claim payment of any
translation work already completed for that order. The Agency
shall make the completed work available to the Client at the
latters request.
4 - EXECUTION OF ORDERS, CONFIDENTIALITY
4.1 The Agency shall carry out orders to the best of its
ability, utilizing the professional know-how necessary to meet
the needs of the Client.
4.2 The Agency shall keep any
information provided by the Client strictly confidential.
However, the Agency shall not be liable for breaches of
confidentiality by its freelancers if it can sufficiently
demonstrate that it was unable to prevent the same.
4.3 The Agency shall be
entitled to hire freelance translators to execute the order
without prejudice to the Agencys responsibility for the
confidential treatment and proper execution of the same. The
Agency shall require any third party involved in the execution
of an order to keep confidential anything they may learn in the
course of their duties.
4.4 The Client shall honour
any request for information by the Agency about the content of
the text to be translated to the best of his/her ability, as
well as requests for documentation and lists of terms if such
are available. Such information and documentation shall be
dispatched at the Clients expense and risk.
5 - TERMS AND DATE OF DELIVERY
5.1 The Agency shall be entitled to deliver the final
translation to the Client by the date (and possibly the time)
agreed upon in the order confirmation. Delivery dates are
provisional, unless an explicit written agreement stipulates
otherwise.
5.2 If a fixed delivery date
is specifically provided for in writing and the Agency fails to
meet it for reasons other than matters beyond its control, and
if the Client cannot reasonably be expected to brook any delay,
the Client shall be entitled to cancel the contract. In such
cases, however, the Agency shall not be liable to pay any
damages whatsoever.
5.3 Delivery shall be deemed
to have taken place the moment the text is sent by e-mail, post,
fax, or courier.
5.4 Data sent by electronic
mail shall be deemed to have been delivered as soon as the
medium has confirmed sending the message.
5.5 The Client shall do
everything in his/her power to facilitate delivery of the
product produced by the Agency under the contract. Any refusal
to accept the Agencys product shall constitute default on the
part of the Client, even if no explicit request for acceptance
has been made.
6 - PRICES AND PAYMENT
6.1 Prices are based on the
initial word count estimate, unless agreed otherwise.
6.2 The Agency is entitled to
charge a minimum fee of 25,00 for orders under 100 words.
6.3 Quoted prices shall apply
only to products conforming to agreed specifications.
6.4 The Agency shall be
entitled to raise the agreed price if it is forced to perform
more work or incur more costs than might reasonably have been
foreseen upon conclusion of the contract. These additional costs
could be the result of having to work with very unclear texts,
for example, or faulty files or computer programs supplied by
the Client. This list of examples is not exhaustive.
6.5 All prices are exclusive
of the 20% VAT, which will be added to the net rate only in the
event that the Client is a resident of Italy.
6.6 The invoice will be sent
via e-mail/fax to coincide with delivery, and/or on request by
post. Every invoice issued by our Agency is automatically
collect (according to invoice due date) by our bank.
6.7 Payment for products
supplied under the contract is due according to the terms fixed
by the Agency.
6.8 Payment must be made in
full - without any discount, set-off or suspension - in the
currency invoiced.
6.9 If payment is not made by
the due date, the Client shall be in default - immediately and
without notice of default being required - as well as owing 5%
statutory interest on the invoice amount from the due date until
full settlement.
6.10 All transfer fees will
be paid by the Client.
6.11 As soon as an invoice
become overdue, no further work will be accepted from the client
until the invoice is paid and the funds have cleared. A reminder
may be sent directly from our bank or in case of foreign
clients, a reminder may be sent by our debt collection agent.
6.12 To avoid gurther
problems, we ask clients with any troube paying invoices to get
in touch with us as soon as possible and preferably before the
due date.
7 - COMPLAINTS AND DISPUTES
7.1 If the Client has any complaints about the product
supplied by the Agency, it shall submit them in writing as soon
as possible, no later than 15 days after receiving the said
product. Lodging a complaint shall not release the Client from
its obligation to pay.
7.2 If no complaints are made
within the term fixed in sub-clause 7.1, the product shall be
deemed to have been fully accepted, and the Agency shall only
act on complaints if it sees fit to do so. The modification of
the translated text by the Agency at the Clients request shall
in no way constitute an acknowledgement on the part of the
Agency of having supplied an inferior product.
7.3 In the case of a valid
complaint, the Agency shall be granted a reasonable period of
time to improve or substitute the product. If the Agency cannot
reasonably be expected to perform the required improvements or
substitution, it may grant the Client a discount.
7.4 The Clients right to
complain shall lapse if the Client has itself edited or has
hired others to edit the part or parts of the product concerned
in the complaint, and if the Client has supplied the product to
a third party either edited or unedited.
8 - LIABILITY, INDEMNITY
8.1 The Agency shall
exclusively be liable for damage which derives directly and
demonstrably from shortcomings attributable to the same. The
Agency shall under no circumstance be liable for other forms of
damage, such as consequential damage, loss of profits or losses
due to delays. The Agencys liability shall never exceed the
invoice amount of the product in question.
8.2 Ambiguity of the text to
be translated shall release the Agency from any liability
whatsoever.
8.3 If the use of a text to be translated/edited or the
translation/edited version thereof produced by the Agency
entails any risk of losses, this risk and any incurring expenses
shall be entirely the responsibility of the Client.
8.4 No liability whatsoever
shall be incurred by the Agency with respect to the damage or
loss of documents, data or data carriers provided by the Client
to facilitate the contracts execution. Nor shall any liability
be incurred by the Agency with respect to costs and/or damage
incurred as a result of the use of information technology and
telecommunications media, the transportation or dispatch of data
or data carriers, or the presence of computer viruses in any
files or data carriers supplied by the Agency.
9 - CANCELLATION
9.1 Any failure on the part of the Client to meet his/her
obligations, as well as bankruptcy, a moratorium or liquidation
of the Clients company, shall entitle the Agency to either
cancel the contract (in part or in full) or postpone its
execution without any claim to damages on the part of the Client.
In such cases, the Agency shall also be entitled to demand
immediate payment.
9.2 If the Agency should
prove unable to meet its obligations due to circumstances beyond
its reasonable control, it shall be entitled to cancel the
contract without any liability for damages. Such circumstances
include, but are not limited to: fire, accidents, illness, riots,
war, transportation restrictions and delays, government measures,
disruption of the services of Internet providers, and other
instances of force majeure.
9.3 If the Agency is
compelled by force majeure to discontinue the execution of the
contract, the Client shall still pay for any work completed up
until that moment.
10 -COPYRIGHT
10.1 Barring explicit, written agreement to the contrary,
the copyright to any translations or other texts produced by the
Agency shall rest with the same.
11 - LAW
11.1 The contract shall be deemed to have been made in
Italy and Italian law shall be the proper law of the contract.
12 – JURISDICTION
12.1 For any dispute that may arise, the competent court is exclusively the Court of Rome,
except in the event of disputes brought forth by B2win Translations regarding the payment of amounts owed
by the contractor, for which the Court of the debtor has jurisdiction.
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