General Terms of Business

1. General
These General Terms of Business (GTBs) shall apply to all business with our clients. The GTBs shall be agreed to by the client upon transmission of the order and shall apply for the whole duration of the business relationship. They shall also apply for future business. Since translation work represents a particular sort of service performance, it shall only be carried out under the following conditions. Other or contrary terms and conditions of trade shall not be recognized by us. Agreements, which deviate from or supplement the general terms of business, need to be in written form in order to be effective.

2. Scope of the translation order
a) The translation shall be carried out according to the principles of proper trade practice. The client receives a contractually agreed upon copy of the translation.
b) Deviations of style are not considered as non-fulfilment of the translation task.

3. Order placement
When transmitting translation orders to Schofield&Partner the client shall state the target language, the target country, the subject and the special field of the text together with any particular terminology requests. This is particularly important if the translated texts are to be published or used for advertising purposes as these require special adaptation work or copy writing which may justify a higher charge for the translation work under certain circumstances. We shall not be liable for delays or execution defects occurring as a result of an incorrect or incomplete transmission of the original text or confusing or incorrect formulations used in the original text.

4. Client’s obligation to cooperate and explain
a) The client shall inform us in a timely fashion of the particular form the translation should assume (i.e. form of translation data storage, number of copies, whether translation is to be made print-ready, alternative versions of translation etc.).
b) Information and documents, which are necessary for the fulfilment of the translation, shall be placed at our disposal by the client in a timely and unsolicited fashion (client’s glossaries, pictures, drawings, tables etc.).
c) In as far as appropriate translation of abbreviations, we are only obligated to provide the correct translation of those abbreviations whose full meaning is made obvious by the client, unless the abbreviation is a commonly known one.
d) In as far as words with multiple meanings, whose one correct meaning can not be derived from the context or an illustration, these shall not be regarded as mistranslated if the client has not supplied us with the corresponding context or illustration.
e) We are not liable, legally or financially, for defects that originate from non-compliance of these obligations of the client.

5. Determination of line or word count
The line or word count is determined from the target language. The translation fee is calculated according to lines (a standard line has 55 characters including empty spaces) or according to words (max. characters per word: The determination of line and/or word count takes place using TEXTCOUNT 5.1™, unless another determination method is agreed upon in writing. Along with the invoice, the client receives a TEXTCOUNT printout, which provides detailed information about the determined word or line count.

6. Execution by third parties
Schofield&Partner may have recourse to third parties to execute all business if this is considered expedient and meaningful. We shall only be liable for a careful selection in this respect. Contacts between the client and any third party assigned by us shall only be permitted with our consent. The business relationship shall only be between the client and ourselves.

7. Delivery dates
Delivery periods shall be quoted to the client to the best of our knowledge and belief. They may only be interpreted as anticipated dates. We can deviate from the delivery date outlined in the order confirmation if the document to be translated poses great difficulties or due to other reasons.

8. Payment terms
Schofield&Partner shall charge the client with the translation fee immediately after its completion by post. Billed invoices are to be paid within 10 days of receipt. Discounts are excluded. In case of late payment, both payment reminder costs as well as interest on arrears based on normal bank interest rates shall be calculated.

Should the translation exceed the extent and degree of difficulty agreed upon in the order or the delivery deadline is moved to a date earlier than agreed upon, we are entitled to correspondingly set our fee higher based on the additional work involved.

9. Reservation of title
We shall retain the title to all translations pending full and complete settlement of all claims. The client relinquishes all rights to use the translation/document until that point in time. Once the order is placed, the client relinquishes to Schofield&Partner all claims to payment incurred as a result of further sale or commercial use of the translation until full payment is received by Schofield&Partner.

10. Disruptions, force majeure, closure or restriction of operations, network and server defects, viruses
Schofield&Partner shall not be liable for damages occurring as a result of operational disruptions, especially those caused by force majeure, e.g. Acts of God and transport disruptions, network and sever defects as well as disruptions to any other connection and transmission lines not attributable to us. In such exceptional cases, we shall be entitled to withdraw from the whole or part of the contract. This shall also apply if we wholly or partially discontinue or restrict our operations for a good reason. Neither shall we be liable for damages caused by viruses. Our EDP systems (networks, work-stations, programs, data files, etc.) shall be checked for viruses at regular intervals. If data files are delivered by E-mail, teleprocessing (modem) or any other form of long-distance transmission, the client shall be responsible for a final check being carried out on the transmitted data files and texts. No compensation claims shall be recognized in this respect.

11. Late delivery, impossibility of contract performance, rescission from the work contract and defects
German Law § 631 BGB applies to all translation orders. We are entitled to cancel, exceptionally and without notice, work contracts agreed upon with the client if important cooperation obligations are neglected by the client according to § 642 BGB and if adherence to the contract has become unreasonable due to these neglected client obligations. Additionally we reserve the right to cancel, exceptionally and without notice, work contracts agreed upon with the client if Schofield&Partner is hindered from continuing the normal course of business and/or the agreed upon fee does not correspond to the actual work.

The client is only entitled to rescission from the contract due to delay in performance or impossibility of performance on the part of Schofield&Partner if the agreed upon delivery deadline is grossly exceeded and the client has issued a further delivery deadline to us in electronic or written form

If the client fails to notify us in our order form of the intended purpose, especially if the translation or service is to be published or used for advertising purposes, no compensation claims may be made for the fact that the text proves to be unsuitable for the intended purpose or if the publication or advertising has to be repeated due to insufficient adaptation or if the client sustains damage to its reputation or image as a result. If the client fails to state that the translation will be printed, or forwards no galley proof to us prior to printing and prints without clearance from us, any and all defects shall be the client’s full responsibility.

12. Liability and complaints
Schofield&Partner checks the final translation for completeness and data format as well as for defects that are recognizable at first sight and transmits the translation to the client if no such defects are found. If the client does not raise complaints within 5 days, the translation is deemed accepted. This period starts with the day the translation was provably sent to the client (transmission protocol, time in CET). The client renounces in such cases all possible claims arising from the transmitted or alledged defective translation.

In as much as Schofield&Partner commits itself to carry out the translation in such way that it does not contain any defects, minor defects are excluded. Schofield&Partner additionally commits itself to take care that the translation is carried out without omissions or additions or other changes. A client complaint concerning an objectively existing significant defect within the above mentioned 5-days-period shall be as detailed as possible and transmitted to us in writing. The client shall in addition state the period during which the defect is to be remedied. Schofield&Partner shall then remedy the defect within the period given, as long as this period is reasonable, or within a reasonable period.

13. Secrecy protection
In view of the electronic transmission of texts and data as well as any other electronic communications between the client, ourselves and possible vicarious agents, we are unable to guarantee absolute protection against trade and industrial secrets and any other confidential data and information as it cannot be excluded that unauthorized third parties have electronic access to the transmitted texts.

14. Applicable law and legal venue
The present contract and further business relationships between ourselves and the client shall be exclusively governed by German law to the exclusion of the law on the international sale of goods. If permissible, Ludwigshafen, Germany, shall be the exclusive legal venue for both parties in respect to all legal disputes.

15. Validity
Any initial or subsequent invalidity of one or more provisions of these General Terms of Business shall not affect the validity of the other provisions. A valid provision coming as close as possible to the legal and economic intention or the invalid provision shall then be deemed as agreed upon.

Last revision 1. January 2013