Terms
and Conditions**
In
the event of discrepancies or ambiguity between the original Dutch version
of these Terms and Conditions and this translation, the Dutch text shall
prevail.
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Article 1 - Applicability
of the terms and conditions
1.1 These terms of business
shall apply to all transactions and agreements between the NGTV interpreter/translator
(hereinafter: the translator) and the principal, in respect of which the
translator has declared these terms and conditions to be applicable, to
the exclusion of the principal's terms of business unless the translator
has agreed in writing that they shall apply.
1.2 These terms and conditions
shall also apply to all agreements with the translator, the execution
of which may require the involvement of third parties.
Article
2 - Quotations; entering into an agreement
2.1
All quotations and cost estimates shall be without obligation.
2.2
The contract shall take effect on the acceptance in writing by the principal
of the quotation submitted by the translator, or - should no quotation
have been submitted - by the confirmation in writing by the translator
of a commission granted him by the principal. In the event of the translator
being unable to examine the complete text within five working days before
submitting his quotation he may however retract the cost estimate and
lead times he has quoted after the principal has accepted the quotation.
All quotations and fees stated shall be excluding VAT (BTW) unless it
has clearly been agreed to be otherwise.
2.3 The translator may consider his principal
to be the person who has commissioned the work, unless the said person
has clearly stated that he is acting on behalf of, on the orders of and
on the account of a third party and providing the name and address of
the said third party are concurrently submitted to the translator.
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Article 3 - Alteration/withdrawal
of commission
3.1
If, after the contract hasbeen concluded, the principal makes any alteration
other than minor changes to the original commission, the translator shall
be entitled to adapt the lead time and/or remuneration or to reject the
commission.
3.2
In the event of a commission being withdrawn by the principal he shall
be liable for payment of that part of the commission that has already
been executed and for payment on the basis of a fee per hour for research
that has been undertaken with respect to the remainder of the commission.
3.3 Should the translator
have reserved time for the execution of the commission and not be able
to use this time for other work, the principal shall pay the translator
50% of fee covering the portion of the commission that has not been executed.
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Article 4 - Execution of commissions, confidentiality
4.1
The translator shall commit himself to executing the commission to the
best of his ability, thereby employing sound professional knowledge and
skills, with due regard to the purpose specified by the principal.
4.2 The translator shall treat all information
entrusted to him by the principal with the strictest confidence. The translator
shall require his employees to observe the strictest confidence. Should
an employee breach the said confidence, the translator shall not, however,
be held liable if he can demonstrate that it was not in his power to prevent
such disclosure.
4.3 Unless it has been expressly stipulated to
the contrary, the translator shall be entitled to have the commission
(partly) executed by a third party, without prejudice to his responsibility
for the observance of confidentiality and for the quality of execution
of the commission. The translator shall require the said third party to
observe the strictest confidence.
4.4 On request, the principal shall provide the
translator with information regarding the contents of the text to be translated,
including documentation, reference material and terminology. Dispatch
of the documents concerned shall be at the principal's risk and expense.
4.5 The translator shall not be held responsible for the accuracy of information
supplied to him by the principal and shall on no account accept liability
for damage of any kind if the translator has operated from inaccurate
or incomplete information supplied to him by the principal, even if such
information was supplied to him in good faith.
Article
5 - Intellectual Property
5.1
Unless it is expressly stated in writing to the
contrary, the translator shall retain the copyright on translations and
other texts executed by him.
5.2 The principal
shall indemnify the translator from any claim by a third party regarding
alleged breach of rights of ownership, patent, authors' copyright or other
intellectual property in connection with the execution of the commission.
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Article 6 - Rescission
In the event of the principal failing to honour his commitments, or in
the case of bankruptcy, moratorium, receivership or liquidation of the
principal's business, the translator shall be entitled wholly or partially
to rescind the contract or to delay the execution of the commission, such
action never rendering him liable for any claim for damages. He may then
demand immediate payment of remuneration due to him.
Article
7 - Complaints and disputes
7.1
The principal shall report complaints concerning the work delivered by
the translator as soon as possible and inform him in writing of his dissatisfaction
within ten days after acceptance. The reporting of a complaint shall in
no way relieve the principal of his obligation to pay for the work delivered.
7.2 Should the complaint be well-founded, the
translator shall improve or replace the delivered work within a reasonable
period of time, or - if the translator cannot reasonably comply with the
request for improvement - agree to a reduction in the fee.
7.3 If the principal and the translator cannot
reach agreement concerning the complaint within a reasonable period of
time, the two parties may lay the complaint before the Disputes and Disciplinary
Committee of the NGTV within two months after such situation has arisen.
Settlement of the dispute shall in that case take place in accordance
with the arbitration code of the NGTV.
7.4 The principal's right to make a claim shall
cease if he has revised - or has caused to be revised - the work as delivered
and has subsequently passed it on to a third party.
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Article 8 -Lead time, delivery
8.1
The agreed lead time shall be an estimated time, unless expressly stipulated
otherwise. As soon as it becomes apparent to the translator that the agreed
delivery time is not feasible, he shall be bound to inform the principal
immediately.
8.2 Should the translator be accountable for the
delay in delivery, the principal shall be entitled - if it is unreasonable
for him to wait any longer - to rescind the contract unilaterally. In
this event the translator shall not be entitled to any compensation.
8.3 Delivery shall be considered to have taken
place at the moment of delivery by hand, dispatch by normal postal service,
fax, telex, courier, modem.
8.4 Delivery of documents via electronic post shall be considered to have
taken place when the medium has confirmed the dispatch.
Article
9 - Fees and payment
9.1
The translator's fee is in principle based on a word tariff. For work
other than translation a fee based on an hourly rate will in principle
be charged. The translator may, in addition to his fee, declare the expenses
incurred in executing the commission.
9.2 All sums
shall be stated excluding value-added tax (BTW), unless it has been expressly
stated to the contrary.
9.3 Accounts should be settled at the latest date
30 days after the date of the invoice in the currency in which the invoice
is drawn up. Should the payment not be made within the period specified,
the principal shall immediately, without further notification, be in default,
in which case the principal shall be liable for the statutory interest
from the date of default to the moment of full settlement.
9.4 In the event of extrajudicial
collection, collecting rates of 15% over the first EUR 2,269.45 of the
capital sum plus interest shall be levied and a rate of 10% over the remainder,
with a minimum collection charge of EUR 68.08.
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Article 10 - Liability and indemnity
10.1The
translator shall be responsible solely for damage that is the direct and
demonstrable result of a shortcoming for which the translator can be held
accountable. The translator shall never be liable for any other form of
damage such as consequential loss, loss due to delay or loss of income
or profits. The liability shall in every case be limited to a sum equal
to the invoice value excluding value-added tax (BTW) of the commission
concerned.
10.2 Ambiguity in the
text to be translated indemnifies the translator from any liability.
10.3 Judgment as to whether
the text to be translated, or the translated text, contains certain risks
of bodily harm or injury shall be the sole responsibility and liability
of the principal.
10.4 The translator shall
not be held responsible for damage to or the loss of documents, information
or information carriers placed at his disposal for the purpose of executing
the commission. Nor shall the translator be held liable for damage arising
from the use of information technology or modern means of telecommunication.
10.5 The translator's liability shall be limited
to a maximum of EUR 45,389 in each case.
10.6 The principal shall be bound to indemnify
the translator from all claims from third parties arising from the utilization
of the work delivered, excepting the liability of the translator that
may exist on the grounds of the provisions of this article.
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Article
11 - Force Majeure
11.1
In the present terms and conditions, force majeure shall be understood
, in addition to the legal definition and interpretation of the term,
to include all exterior causes, whether anticipated or not, over which
the translator cannot exercise any control, but which prevent the translator
from being able to meet his commitments. Such circumstances shall in any
case include - but not exclusively - fire, accident, illness, industrial
action, rebellion, war, governmental measures or hindrance or restriction
of transport.
11.2 During the period covered by force majeure
the translator's commitments shall be suspended. Should the period within
which force majeure prevents the translator from meeting his commitments
exceed two months, either party shall be empowered to rescind the agreement;
no obligation of indemnity shall in such case arise. If the principal
is the consumer the empowerment to rescind shall only apply in so far
as such empowerment is enforceable by law.
11.3 If, at the time
of the commencement of force majeure the translator has partially met
his commitments, or can only partially meet his commitments, the translator
shall be entitled to draw up a separate invoice covering the work executed
and the principal shall be bound to pay the said invoice as though it
applied to a separate agreement.
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Article
12 - Legal system applicable
12.1
The law of the Netherlands shall be applicable to all legally binding
transactions between the principal and the translator.
12.2
Any dispute shall be subject to the judgment of the officially appointed
Netherlands judge.
Article
13 - Deposit and registration
13.1
These revised terms of business were deposited at the Amsterdam Chamber
of Commerce on 15th May 2001: registration number 40516076.
13.2 The Netherlands Society of Interpreters and
Translators (Nederlands Genootschap van Tolken en Vertalers [NGTV] ) is
registered in the Register of Societies at the Amsterdam Chamber of Commerce
under number 405 16076.
Translated by Shirley van der Pols-Harris,
with thanks to Frits Zechner
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