General Terms and Conditions of VORTEXT

1. General
These General Terms and Conditions (GTC) are applicable to all business transactions with VORTEXT clients. By placing the order, the client accepts the GTC, which remain in force for the duration of the business relationship. They therefore apply to future business as well.
VORTEXT accepts the client's terms and conditions as binding only if explicitly accepted by VORTEXT.

2. Placing of orders
The client submits the orders for translation, editing or proofreading in electronic or other form. To facilitate cooperation, orders are also accepted telephonically or in other informal ways. The client accepts responsibility, however, for problems which may arise from this. The client specifies the target language for the translation and any special requirements regarding terminology. He may also advise VORTEXT of the intended use of the translated text, which may be particularly important if the translated text is to be published or printed.
The client has a choice of several different data formats in which the translation may be provided.
VORTEXT is not liable for delays or deficiencies in the translation arising from unclear, incorrect or incomplete assignments.

3. Execution by third parties
VORTEXT has the right to use the services of third parties for the execution of all business, wherever VORTEXT deems this appropriate or essential. In this context, VORTEXT's liability is limited to the prudent selection of subcontractors. In this regard, due diligence is considered performed if the subcontractor is an appropriately qualified translator/editor in the respective language, or who has the commensurate experience. Communication between the client and a VORTEXT subcontractor requires VORTEXT approval. The business relationship exists in principle between the client and VORTEXT only.

4. Prices
All quotations and prices are subject to change. Prices are quoted in euros unless otherwise agreed. A deposit or payment by instalments for completed text may be required with larger assignments. All quoted VORTEXT prices are net prices excluding V.A.T.

5. Delivery dates
VORTEXT advises the client of delivery dates to the best of its knowledge. These are always estimated dates only. The translation is regarded as delivered following dispatch to the client.

6. Disruption, force majeure, closure and limitation of business, network- and server faults, viruses 
VORTEXT is not liable for damages arising from disruption of business, particularly due to force majeure, e.g. acts of nature, traffic disruptions, network- and server faults, possible other connection- and transmission disruptions and any other obstacles beyond the control of VORTEXT. In such exceptional cases VORTEXT has the right to withdraw from the contract, fully or in part. The same is applicable if, for important reasons, VORTEXT fully or partially closes, or limits, the business – particularly the online service – for a certain period of time.
VORTEXT is also not liable for damages caused by viruses. With regard to files submitted by e-mail, RDT (modem) or any other means of transmission, the client is responsible for final examination of the transmitted files and text. No claims are accepted for compensation in this respect.

7. Liability
Unless special agreements exist with respect to the qualitative requirements of the translation or the nature of the assignment implies specific requirements, the contractor executes the translation of the text to the best of his/her ability and correct in grammar and in meaning, for the purpose of information. If the client does not object in writing within 5 days (upon receipt VORTEXT) of delivery, however, the translation is deemed accepted.
In this event, the client waives all claims to which he may be entitled, based on possible deficiencies in the translation. Should the client communicate a concrete and not insubstantial complaint within this 5-day period, this complaint must be described as accurately as possible and VORTEXT shall first be given the opportunity to remedy the complaint. This is also applicable to rush assignments with very short delivery time. If the remedial action was proven unsuccessful, the client is entitled to a price reduction or redhibitory action.
Further claims, including claims for compensation due to non-performance, are excluded.
The extent of liability is in any event limited to the value of the assignment in question. VORTEXT is in any event only liable for gross negligence and intent; liability for slight negligence is only applicable in the event of breach of contractual obligations.
Recourse liability for claims for compensation by third parties is explicitly excluded. VORTEXT is not liable for translation errors arising from incorrect, incomplete or late data or documentation provided by the client or caused by erroneous or illegible (also in part) source text. If the client does not disclose the intended use of the translated text, especially if it is intended for publishing or advertising, he/she cannot claim compensation for damage should the text not be fit for purpose, or if inappropriate adaptation requires repeat publication or advertising, or is damaging to the company’s reputation or image.
If the client does not state that the translation is intended for printing or if he does not provide VORTEXT with a copy for editing before going to print (printing without VORTEXT clearance) he is fully liable for deficiencies. If, arising from a translation, a claim is made against VORTEXT for copyright infringement, or if claims by third parties are lodged, the client shall indemnify VORTEXT against liability in full.

8. Delay in delivery, Impossibility, Rescission
In cases of delay in delivery and impossibility for which VORTEXT bears responsibility, the client is entitled to rescission only if VORTEXT greatly exceeded the delivery deadline and if he has granted VORTEXT a reasonable respite in writing.

9. Cession
The cession by the client of rights under a contract requires written consent by VORTEXT.

10. Terms of payment 
VORTEXT's fees shall be paid within 14 days from date of the invoice, strictly net excluding set-off or retention. Interest is charged at normal bank rates if the payment date is not met.

11. Reservation of proprietary rights
The delivered translation remains the property of VORTEXT until full payment is made of all outstanding bills. Failing such payment, the client has no right of use.

12. Dispatch, Transmission
Dispatch i.e. electronic transmission is at the client’s risk. VORTEXT is not liable for deficient or damaging transmission or loss of text or for damage to or loss of text during non-electronic transport.

13. Confidentiality
Any text is treated as highly confidential and VORTEXT undertakes not to disclose any facts, related to the work performed for the client, which become known to it. Considering electronic transmission of text and data and possible other electronic communication between the client, VORTEXT and possible subcontractors, VORTEXT cannot guarantee absolute protection of trade secrets and data and other confidential data and information, since access to electronically transmitted text by unauthorised third parties cannot be excluded.

14. Applicable law and jurisdiction
The contractual relationship and further business connections between VORTEXT and the client are subject exclusively to German law, in exclusion of the Uniform Law on the International Sale of Goods. When permissible, the exclusive place of jurisdiction with respect to all disputes shall be Munich, Germany, for both parties.

15. Effectiveness
Should one or more of the provisions of the General Terms and Conditions be or become ineffective, the validity of the remaining provisions shall not thereby be affected. An effective provision most closely approaching the legal and commercial intent shall then be deemed as agreed upon.