General Terms and Conditions of
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.
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
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
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.
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.
including claims for compensation due to non-performance, are excluded.
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
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,
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.
The cession by the client of rights under a contract requires written consent
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
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
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.
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
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.