General Conditions of Sale - Translation

STT (Société de Traduction Technique)
Limited company (société par actions simplifiée) with equity capital of 150,000 €
Registered in Bar-le-Duc under No. 347 887 762
Head office: 5 avenue Gaston Rolland, 55840 THIERVILLE

1.Scope of the General Conditions of Sale

1.1. Unless formally stated otherwise in writing by us, all our sales are subject to the following general clauses and conditions.

1.2. Placing an order with us by telephone or in writing is legally binding upon the client, whatever his/her nationality. It signifies the acceptance of and compliance with the present conditions notwithstanding any clauses or stipulations from the client, in particular the client’s general conditions of procurement as applicable to us.

1.3. The fact that STT does not seek to impose any of the present General Conditions of Sale at any time whatsoever shall not be interpreted as a waiver to their right to impose such Conditions at a later date.

2.Orders

2.1. Any order shall consist of a precise, written description of requirements, as supplied by the client, to allow for the drafting of an estimate at the client’s request.

2.2. Any request for services is systematically the object of an estimate drawn up beforehand.Our prices are calculated on the basis of the type of services, the type of document, the language pairing, the volume to be dealt with, the level of technical complexity of the theme covered, and the format of the original document.
A project can be invoiced:
Per word in the source document,
Per word in the target document,
Per hour,
At an inclusive fee.
A project can also be the object of further services (page layouts, certification, transcription, hire of equipment for interpretation services, etc.). The possibility of using computerized translation aid tools may help to reduce costs.

2.3. Our tender, which is valid only for the translation pending, shall not constitute a commitment until specified as a “firm offer”. It shall be valid for one (1) month.

2.4. The commitment to provide the required service shall become binding:
As soon as the client has accepted our estimate in writing; or
As soon as we have accepted the client’s request for work or order in writing.

2.5. Work not explicitly indicated in the estimate shall be considered as additional work.

2.6. The offer made for a given service shall not apply if there is a delay in the delivery of the material to be translated.

2.7. Our prices and deadlines are established on the basis of the volumes and specifications supplied to us prior to our drafting of the estimate. Where appropriate, they shall be adjusted in accordance with actual volume of work, the service actually provided and the actual conditions under which the service has been provided.

2.8. If there is substantial modification to the material or service, we reserve the right to review our prices and deadlines and, unless agreement is reached, to terminate the contract.

2.9. Our prices are given exclusive of VAT. They are always calculated on a flat rate (per word translated/per unit of time etc.).

2.10. Unless otherwise agreed in writing, our prices are based on current economic conditions at the time the order is accepted and may be revised if these conditions change.

2.11. Unless the person signing the acceptance of our offer expressly declares that he/she is acting on behalf and in the name of an identified third party, said signatory shall be deemed to have personally placed an order for the translation.

3.Performance of Work

3.1. The lead time for the performance of the service shall run as of the date of our acceptance of the client’s order in writing.

3.2. We reserve the right to sub-contract all or some of the order to a third party and to take all necessary steps to ensure that said third party guarantees the same levels of quality and confidentiality.

3.3. Translation work shall be undertaken in accordance with professional ethics and the specifications.

3.4. The service is deemed to be provided during normal working hours. If, for reasons of urgency, it is to be provided outside normal working hours, it will be subject to a price increase in accordance with legal conditions.

4.Delivery

4.1. The work shall be deemed to be delivered on the date of despatch.

4.2. We shall be held harmless for any delay over and above the scheduled deadline and such delay shall not give rise to a cancellation of the order, or the payment of an indemnity or damages. In the absence of any indication of a deadline, the offer shall not constitute a commitment to immediate performance.

4.3. STT shall not be bound by any commitment to a given deadline:
If the scheduled conditions of payment are not met;
If the information required for the performance of the translation has not been promptly supplied;
In cases of force majeure e.g. Internet service provider (ISP) downtime, software failure, computer server breakdown, disruption in postal services etc.

4.4. We shall not be deemed to have acquired the status of agent as a result of our selecting a transport or express delivery firm. In the case of damage, loss or confusion of goods, the client shall be required to take all necessary steps to uphold his rights.

5.Invoicing and Payment

5.1. Unless otherwise agreed, our invoices shall be payable by return, by bank cheque sent to the address from which the invoice is issued.

5.2. Invoices shall be issued on the date of despatch of the translation or the end of the contractual service.

5.3. Our prices shall be payable net in cash on delivery. However, for special contracts in terms of volume or deadlines, prices shall be payable as follows:
30% on placement of order,
70% during completion, in one or more payments, as the work progresses.

5.4. Any delay in payment, or non-payment, shall lead as of right and without prior final demand to the following, as a waiver to Article 1153 of the Code Civil:
The immediate demand for payment of all sums owing by the client;
Application of penalties for late payment equivalent to three times the legal interest rate, plus a minimum compensation fee of 40 euros to meet recovery expenses;
The suspension of any orders pending.

5.5. No claim or complaint shall authorise the purchaser to suspend payment of the invoice. No compensation and no right of retention are admissible with regard to our invoices. Only credit notes issued by us can partially or totally cancel our invoices.

5.6. Where our client’s credit rating shall become unsatisfactory during performance of an order, we reserve the right to modify the conditions of payment or to demand guarantees of payment.

6.Termination

6.1. Where the client shall fail to comply with commitments or shall be placed in voluntary or legal liquidation, we reserve the right to terminate all or part of the contract or to suspend its performance without indemnity and to demand immediate settlement of sums outstanding.

6.2. Any delays in the delivery of the service shall not provide grounds for the cancellation of the order, the retention of payments pending or the refusal to accept the translation upon delivery.

6.3. Where the client shall cancel or unilaterally terminate the contract of service, the sums corresponding to the portion of the service already completed on the date of termination shall be due. These amounts shall include the costs of preparation of the translation already undertaken by us (in particular, but not exclusively, the breakdown of the material and miscellaneous handling operations, terminological research, documentation, technical studies, correction of the material for translation, creation of a version for translation) and all costs incurred to these ends (purchase or hire of equipment, software and miscellaneous resources).
Upon any cancellation of an order by the client, for any reason whatsoever, the sums paid as a deposit shall remain in our possession as an indemnity for termination of the contract.

6.4. Where the client shall unilaterally terminate the contract without grounds, the client shall indemnify us for the time set aside for the performance of the service requested if we are unable to use this time productively. Such indemnity shall be equal to fifty per cent (50%) of the amounts normally allowed for the performance of the portion of the service that has been cancelled.

7.Retention of Title

7.1. Title to the delivered translation shall be retained by us until full and final settlement of the agreed price, in principal and accessories. Voluntary or legal liquidation of the client shall not modify the present clause.

7.2. Delivery of the translation shall transfer risk to the client.

7.3. Unless otherwise agreed, the terminology and phraseology databases created for the performance of our services shall remain our property.

7.4. The client shall be responsible for all intellectual or industrial property rights pertaining to the translation media and purposes.

7.5. The client shall hold us harmless against any claim or proceedings of any nature whatsoever instigated by a third party on grounds of breach of any intellectual property right or unfair competition resulting from the use of any document forwarded.

8. Liability

8.1. Our liability shall not be incurred unless there is a proven fault in the performance of the services ordered, it being specified that we are subject to a legal obligation to provide the means to an end but are not subject to an obligation to provide results.

8.2. Our liability cannot be incurred in any way whatsoever if the client has revised the disputed translation or caused it to be revised.

8.3. Our liability cannot be incurred in any way whatsoever on grounds of a lack of quality in the translation resulting from faults, ambiguities, anomalies or omissions in the original text or from defaults or lack of information on the part of the client as to the risks inherent to the use of the contents of the translation or the use of specific equipment or software.

8.4. Our liability cannot be incurred in any way whatsoever on grounds of a lack of quality in the translation resulting from faults, ambiguities, anomalies or omissions in material (terminology, phraseology, translation memory, regulatory condition, warning, voucher or coupon or other) supplied by the client with the express request to integrate said material in the text of the translation.

8.5. Where we shall only partially meet, or shall totally fail to meet, our contractual obligations, our liability shall be limited to the amount invoiced for the disputed service. Under no circumstances shall we be held liable for any indirect losses such as, and in particular, commercial loss, loss of clientele, commercial disruption, loss of brand image etc.

8.6. If it is established that an element of translation or other supplied by us is defective and that replacement or upgrading or provision of conformity is incumbent upon us, we shall be bound to supply this element only, within a reasonable time, or to make reimbursement for same, to the exclusion of all accessory expenses, in particular costs of dismantling/disassembly and remounting/reassembly, which shall be invoiced, and all other direct or indirect damages possibly resulting from non-conformity.

8.7. Unless expressly stipulated in the specifications, if our translation is integrated into one or more other translations, we shall not be required to ensure the compatibility and uniformity of the entirety of said text.

8.8. In the case of force majeure (in particular, but not exclusively, incapacity, illness, strikes, computer breakdown), we shall be released from all obligations towards the client.

9. Confidentiality

9.1. Each Party shall undertake to consider as confidential all oral or written information obtained or produced within the framework of its dealings with the other Party and shall undertake not to disclose any or all of said information to a third party without prior written authorisation from the other Party unless the law requires the disclosure of the contents, with the exception of information that has fallen into the public domain.

9.2. Each Party shall undertake and shall guarantee compliance with the present confidentiality obligation by its staff and by third parties (in particular translators and interpreters) involved in the work.

9.3. However, we are expressly authorised to indicate the client’s name or mention the services provided as commercial references, unless the client has previously signified his/her disagreement to this.

10. Storage and use of data

10.1. For all requests for quotes, the users’ data will be stored for a minimum of two years in our Information System. The data provided when creating a customer account will only be deleted if explicitly requested by the user. Any data provided will only be used for the purposes indicated in the contact, request for quote or customer account creation form. Only the people approved by STT will have access to the users’ personal data.

11. Applicable Law, Competent Court

11.1. The relations between the Parties shall be subject to French law only.

11.2. Any disputes arising from the supply of services or the payment of invoices shall be brought before the Court within the judicial district of our head office.

If any difficulties arise with interpretation of the presents, only the French version, available on request, will be legally binding.

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