Scope

These contractual terms and conditions shall apply to contracts between ENGLISH EXPRESS and its contracting party (client) unless some other explicit agreement or legal obligation applies. They create a direct business relationship between the client and ENGLISH EXPRESS. By placing an order the client indicates its acceptance of these contractual terms and conditions; they shall remain in effect for the full duration of the business relationship. The general terms and conditions of the client are only binding on ENGLISH EXPRESS if ENGLISH EXPRESS has explicitly agreed to them.

Order placement

Orders must be placed in writing. Verbal orders must be confirmed in writing. An order is considered to be accepted by ENGLISH EXPRESS if it is not promptly refused. No special order confirmation is needed. Written order confirmations are only provided on request or in cases where it appears appropriate to do so.

The client shall provide the source text to ENGLISH EXPRESS in person, by post, fax, e-mail or other electronic means. An order is considered placed when the material has been provided and an order has been submitted in writing. ENGLISH EXPRESS assumes no liability for delays that occur as a result of source texts being submitted incorrectly or incompletely.

The client must inform ENGLISH EXPRESS of any special requirements for the translation (translation on data storage medium, number of copies, layout and formatting etc.) when placing the order. The client should state the intended purpose of the translation. If a translation is to be published, the client must provide ENGLISH EXPRESS with a proof to be proofread.

Duty of contracting party to cooperate and provide information

ENGLISH EXPRESS reserves the right to request clarification from the contracting party in the case of ambiguities in the source text. However, it is not obliged to do so. The client must cooperate fully even in cases where the translation can be produced on the basis of the meaning of the text as it may be understood by employing due care and knowledge and general language understanding. Contracting parties should therefore provide texts that follow generally accepted rules of spelling and punctuation and which only contain language and terms that are unambiguous and easily comprehensible (including for external parties). ENGLISH EXPRESS will only align a translation with the client’s established corporate terminology if the client provides adequate and complete resources (especially glossaries, previous translations, illustrations, drawings, charts, abbreviations, etc.) before or when placing an order and without being specially requested to do so. Responsibility for any errors that result from these conditions not being met shall be borne by the client.

Execution

ENGLISH EXPRESS is entitled to use third parties to execute any order as it deems necessary. Its only responsibility in this regard is to select a third party that is suitably qualified. The client is only permitted to contact the third party if it has received authorisation from ENGLISH EXPRESS. As a basic principle, the business relationship is only between ENGLISH EXPRESS and the client.

Translations are completed according to the principles of good professional practice. The job of ENGLISH EXPRESS is to correctly convey the meaning of a given text in another language. Contracting parties can expect that a translation will meet the same standards of quality as the source text. However, a translation does not have to exceed the quality of the source text as it is not the job of the translator to improve a text (for example by correcting mistakes in spelling or punctuation that produce a change in meaning, ambiguous language, cumbersome wording or other faults) unless specifically asked to do so. Any faults in the source text are the sole responsibility of the client. Unless explicitly agreed otherwise, all translations will be delivered in typed form, free of significant spelling or grammatical errors and essentially in line with linguistic norms. Before these first drafts are declared ready for print, they should be reviewed again and, if necessary, corrected by the client. If explicitly requested, ENGLISH EXPRESS will also get the translation ready for print and proofread the page proofs. These services are subject to a separate fee. Unless the client provides reference texts or special instructions, technical terms will be translated into generally accepted, lexically correct and readily comprehensible language. ENGLISH EXPRESS is not responsible for faults in a translation that can be traced to an illegible, erroneous or incomplete source text or to erroneous or inaccurate terminology from the client.

The quality pledge outlined above cannot be guaranteed for work that does not meet the desired service quality because it has been performed under time pressure imposed by the client (this includes cases where the deadline does not leave enough time for the translation to be reviewed or improved as necessary, where manual corrections cannot be transferred to a fair copy, or other reasons attributable to the client prevent normal execution). This does not entitle the client to a reduction in the price. Any work that such situations may save ENGLISH EXPRESS is considered to be offset by the additional burden imposed from outside in the form of time pressure.

Complaints and rectification of defects

If the client is a registered trader within the meaning of the German Commercial Code, its complaints can only be accepted if reported as follows: 1) obvious defects must be reported immediately after delivery of the translation or completion of the service; 2) noticeable defects must be reported immediately after a prompt inspection of the translation or service; and 3) latent defects must be reported to ENGLISH EXPRESS immediately after being discovered. All reports must be in writing and must include a precise description of the defect. Even if the client is not a registered trader, it must still report defects in writing with a precise description of the problem. Reports of defects must be submitted by the following deadlines: 1) for obvious defects, two weeks after delivery of the translation or completion of the service for registered traders and non-traders alike; 2) for visible defects, four weeks after delivery of the translation or completion of the service for registered traders; and 3) for noticeable defects, two weeks after discovery of the defect. If the client has reported and substantiated a defect in accordance with these stipulations, ENGLISH EXPRESS is obliged to choose whether it will remedy or replace the translation or service, reduce the price or cancel the contract (§§ 633, 634 BGB). The client must allow a reasonable amount of time for the defect to be remedied. If the remedy or replacement fails to eliminate the defect, the client has the right to a reduced price or to cancel the contract.

Liability

In cases of gross negligence and intent, ENGLISH EXPRESS will be liable for a reasonable amount. In cases of slight negligence, it will only be liable if it violates material contractual obligations. ENGLISH EXPRESS cannot be held liable for lost or damaged electronic material provided by the client. The client is responsible for ensuring that it has backed up its data.

However, when the client has a legitimate claim, ENGLISH EXPRESS can be held liable for total financial losses of up to €10,000 in a single case.

If the client does not state the intended purpose of the text when it places an order, especially when the target text is to be published or used in an advertisement, it cannot claim compensation for damage that arises because the target text proves to be unsuitable for the intended purpose, or because a poor adaptation requires the advertisement to be published again or results in damage to the company’s reputation or image.

If the client does not state that the translation is to be sent to press and does not provide a proof for ENGLISH EXPRESS to proofread before the translation goes to press, but instead prints it without getting consent from ENGLISH EXPRESS, any errors in the printed text will be the full responsibility of the client.

Delivery deadlines

Delivery deadlines are binding and are agreed when an order is placed. The client is only entitled to withdraw from a contract in cases of default in performance for which ENGLISH EXPRESS is responsible and of impossibility of performance, where ENGLISH EXPRESS has missed a deadline by an unreasonably long period of time after having been given an extension by the client in electronic or written form. In transactions with registered traders, ENGLISH EXPRESS is liable for late delivery, failure to fulfil obligations and for assistants employed in the performance of its obligations. In cases of slight negligence, liability is limited in transactions with registered traders and non-traders to two times the amount invoiced for the delivery or service that gives rise to damage. In cases of intent or gross negligence on the part of assistants employed in the performance of obligations who are not executives (leitende Angestellte), liability is limited to three times the amount invoiced for the delivery or service that gives rise to damage, subject to a maximum of €20,000. In transactions with registered traders the liability limits stated in the previous sentence drop to one third of the amount in question if the client is insured against losses caused by ENGLISH EXPRESS. However, ENGLISH EXPRESS shall not be in default if a service is not provided as a result of circumstances beyond its control (such as post, server problems, etc.). If the failure to deliver on time is due to force majeure, ENGLISH EXPRESS is entitled to withdraw from the contract or to demand a reasonable extension period. Additional rights, especially claims for damages, are excluded in such cases. Delivery deadlines and fees must be renegotiated when orders are changed. The client is not entitled to derive any claims for cancellation of the contract or for price reduction on the basis of agreed deadlines that it views as having been missed. This does not affect its right to terminate the contract under applicable laws.

Confidentiality

ENGLISH EXPRESS agrees to handle all information and documents provided for the contract by the client confidentially. In the case of text and data transmitted electronically as well as for other electronic communication between the client, ENGLISH EXPRESS and any assistants, no guarantee can be given that company secrets and other private information will be kept absolutely confidential, because there is no way to rule out the possibility that an unauthorised third party could electronically access the texts during transmission.

Remuneration and billing

ENGLISH EXPRESS bills the fee for a translation immediately after the translation is finished. Invoices must be paid as soon as they are received, but no later than 14 days after the invoice date. The total amount shown on each invoice must be paid in full by bank transfer or in cash. In the case of orders executed over a long period of time, ENGLISH EXPRESS can submit partial invoices during the course of execution. These partial invoices are to be paid as specified above and independently of invoices that may precede or follow them for the same order. In special cases, such as first-time orders from unknown contracting parties without proof of a sufficient credit standing, ENGLISH EXPRESS may apply other payment conditions such as prepayment or cash on delivery. Charges for translations are calculated according to the number of standard lines of the source text. A standard line has 55 characters including spaces. Lines with less than 30 characters and lines with more than 55 characters are converted to standard lines. In addition to the agreed price, ENGLISH EXPRESS has the right to reimbursement of expenditure actually incurred. Expenses that may be charged in addition to the fee include postage and telephone calls, travel, overnight stays, photocopies, certifications, etc., as well as VAT. If no agreement is made regarding the amount of the fee, the client shall pay appropriate remuneration in line with the going rate in accordance with the nature and difficulty of the job. In line with the going rate means at least as much as stipulated by law (JVEG – Justizvergütungs- und entschädigungsgesetz – Gesetz über die Vergütung von Sachverständigen, Dolmetscherinnen, Dolmetschern, Übersetzerinnen und Übersetzern sowie die Entschädigung von ehrenamtlichen Richterinnen, ehrenamtlichen Richtern, Zeuginnen, Zeugen und Dritten). All quotations and prices are subject to change. Prices are in euros unless agreed otherwise. All stated prices are net prices and do not include VAT.

Retention of title and copyright

The client only has the right to use the translation when it has paid for it in full. The translator owns the copyright in the translation.

Termination of contract

In addition to its right of termination for other cause ENGLISH EXPRESS may terminate an existing contract without notice if there is cause such as a delay in payment or other circumstances (§ 626 BGB) to suggest that the client will not provide payment in full or on time. No special form of termination is needed in this case.

No claims for damages can be lodged against ENGLISH EXPRESS. If the client terminates a contract, it is always obliged to provide payment for all work done by ENGLISH EXPRESS up to the date the contract ends. Work shall be calculated solely according to the hours recorded by ENGLISH EXPRESS. The client has the right to submit evidence that the termination led only to a portion of the damage or to no damage at all.

Interruptions, force majeure, network and server malfunctions, viruses

ENGLISH EXPRESS is not liable for loss or damage caused by service interruptions, especially those that result from force majeure, including natural phenomena, traffic problems, network and server malfunctions, any other line or transmission disruptions and other problems beyond the control of ENGLISH EXPRESS. ENGLISH EXPRESS is further not liable for loss or damage that results from viruses. ENGLISH EXPRESS regularly checks its information technology (networks, workstations, programmes, files, etc.) for viruses. It is the responsibility of the client to perform a final check of files and text delivered by e-mail, data carrier equipment (modem) or any other type of remote transmission equipment. ENGLISH EXPRESS cannot accept any claims for damages in this regard.

Jurisdiction and legal forum

The contractual relationship and other business relationships between ENGLISH EXPRESS and the client are subject solely to German law to the exclusion of the international law on the sale of goods.

As far as legally permissible, the Amtsgericht Berlin-Tiergarten, the local court with jurisdiction at the place where ENGLISH EXPRESS has its place of business, shall be the sole legal forum for all disputes.

Validity

If one of the provisions of these terms and conditions is or becomes invalid, this shall not affect the validity of the remaining provisions. In such cases, a valid provision that most closely corresponds to the intended legal and economic purpose shall be deemed as agreed.