General Terms and Conditions

1. General Items

These General Terms and Conditions apply to all business dealings with our clients. By entering into the contract, the client accepts the General Terms and Conditions and acknowledges the validity of the General Terms and Conditions for the entire duration of the business relationship and for any future business dealings. Clients are both corporate bodies and private persons. Sydem renders its services exclusively on the basis of these terms and conditions. Sydem hereby explicitly rejects any and all deviations from the conditions of commerce made on behalf of the contracting party.

2. Client's Cooperation Obligation and Duty of Disclosure

The client is obligated to inform Sydem in a timely fashion with regard to special translation specifications (delivery of translation on data medium, number of copies, printing presentation, appearance of translation, slides, etc.) The client is obligated to inform Sydem of the intended use of the translation (notarization, publication, etc.) If the translation is intended for print, the client is obligated to submit a proof to Sydem for possible corrections. Information and documents that are necessary for the creation of the translation (technical terms, client's glossaries, drawings, tables, explanations of abbreviations, country of destination, etc.) must be provided by the client in a timely fashion and unsolicited by Sydem Costs of errors that result from non-compliance with these obligations will not be borne by Sydem. Sydem assumes no responsibility for faults or delays due to incorrect or incomplete formulations contained in the source text.

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3. Placement of Order

All work orders issued by the client to Sydem are to be in electronic or other format. Work orders are only accepted when certified by Sydem in writing. Additional oral agreements and changes made to the work order become valid only through written confirmation given by Sydem.

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4. Scope of Services/ Execution of Order

Sydem is obligated to provide an appropriate and professional translation of the text supplied by the client. Sydem is further obligated to preclude any and all abridgements, appendages, and changes to the translation in regards to its content. Translations will be provided in accordance with the literal and/or implied meaning of the original text, as well as with the basic principles of proper practice in regards to the respective language. Technical terms specific to the client will only be accounted for if the necessary documents (preliminary translations, list of terms, etc.) are provided with the placement of order. Technical terms will otherwise be translated in accordance with generally accepted and/or lexicographic conventions. Sydem reserves the right to consult a third party for the execution of an order if it sees fit. Any contact between the client and a third party contracted by Sydem requires approval by Sydem.

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5. Fees and Offers

All offers and fees presented by Sydem are nonbinding and subject to change unless otherwise indicated. Offers and fees can be altered to suit changing circumstances and expenses. All fees are in Euros unless otherwise indicated. All fees included in our offers are net prices without taxes. Terms of payment, cash discounts, or other deductions are not guarantied unless explicitly agreed upon.

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6. Period of Delivery/Partial Delivery

Delivery schedules are specified to the best of our knowledge and intention and are always only approximate deadlines and therefore non-binding. The client is obligated to accept potential partial deliveries according to previously agreed upon conditions. The client is only allowed to withdraw from the contract if the delivery deadline is unreasonably exceeded and if the client has provided Sydem with notification of an appropriate grace period in writing. Compensation for liability will be limited by the amount invoiced.

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7. Offer and Acceptance

The acceptance of services and deliveries provided by Sydem, including partial deliveries, is a primary contractual obligation of the client. By refusing or neglecting the acceptance of services provided by Sydem the client is in default of acceptance and is to be held responsible for all damages arising from this default.

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8. Errors, Force Majeure, Network and Service Failures, Viruses

Sydem assumes no responsibility for damages resulting from the disruption of our technical operations, acts of God, natural disasters, traffic disruptions, network- or service failures, administrative or transferal disruptions, or any other unforeseeable hindrances. In the case of one or more of the above mentioned exceptional disruptions, Sydem reserves the right to withdraw from the contract. This right is also reserved if, due to serious cause, Sydem is forced to temporarily suspend or limit its operations. Sydem further assumes no responsibility for damages resulting from computer viruses. Our computer operating systems are inspected regularly for viruses. The client shall assume full responsibility for the final inspection of viruses in instances of data delivery. In this regard, Sydem will not recognize any claim for damages.

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9. Liability and Reclamation

Unless particular agreements are met concerning qualitative specifications of the translation or such specifications have been incorporated into the work order, all translations will be provided in accordance with the literal and/or implied meaning of the original text, as well as with the basic principles of proper practice in regards to the respective language. Unless objections to the translation are submitted by the client within 7 workdays, the translation is seen as accepted. In the case of acceptance, the client waives his rights for all claims concerning the form, quality, and content of the translation. All flaws found and formally reproved by the client within the 7 workday time limit are to be exactly and appropriately described. In instances of appropriately described and reported flaws, Sydem is obligated, at its own discretion, to improve, exchange, reduce or change the translation. All other claims, including claim of damages due to non-fulfillment, are hereby excluded. The rate of liability is limited in all cases to the value of the respective work order. In all instances, Sydem is only accountable for acts of gross negligence and intent. Sydem can only be held accountable for instances of slight negligence in regards to fundamental breaches of contract. The Right of Recourse for claim of damages made by third parties is hereby explicitly excluded. Sydem is not accountable for translation errors due to faulty or incomplete information or documents supplied by the client. Sydem further assumes no responsibility for errors due to the client's tardiness concerning the provision of such documents or for flawed or illegible source texts provided by the client. If the client fails to provide Sydem with the intended use of the translation, particularly in instances of publication and/or advertising, the client does not have the right to demand compensation for the unsuitability of the translation as regards its intended use. If the client fails to inform Sydem that the translation is intended for print or does not submit a copy for correction prior to printing, the client assumes full responsibility for all flaws in the translation. The client also assumes full responsibility for all errors if the translation is submitted for print without Sydem's approval. The client alone shall be responsible for ensuring that the documents, texts, web contents and other data transmitted to Sydem comply with all applicable laws and do not infringe upon the rights of any third parties. The client shall exempt Sydem from all deleterious effects (in particular claims for damages) that could befall Sydem due to the client's legal infringement(s). Unless explicit agreements have been established in writing which deviate from the clauses of the contract, Sydem assumes no responsibility for specific materials, components of the work order, product characteristics, shipping information, or processing specifications provided by the client. Sydem is not responsible for verifying the compliance of the legal norms concerning the Product Liability Act and/or German Civil Code in regards to materials and information supplied by the client. In cases of non-compliance, the client is to assume full accountability and is obligated to indemnify Sydem against any and all claims filed by third parties against Sydem.

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10. Assignation

The client is prohibited from relinquishing himself of any and all contractual duties without Sydem's written consent.

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11. Terms of Payment

Unless otherwise agreed upon, the payment amount will be calculated for the client immediately following the completion of the translation. Payment is due within 14 days of date of invoice without deduction and can be made by bank transfer, check, credit card, or in cash. In instances of delay of payment Sydem is authorized, after the expiration of a reasonable grace period, to withdraw from the contract or demand compensation for damages due to non-fulfillment. Sydem is further authorized after providing prior notice to exercise its right of retention for all pending deliveries or to demand advance payment. Clients in default of payment are obligated to present to Sydem all delivered goods under reservation of proprietary rights at Sydem's discretion. Sydem is further authorized to charge the customary interest accrued from the beginning of the date of default of payment.

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12. Reservation of Proprietary Rights

Delivered goods or services remain the property of Sydem until all outstanding bills have been paid in full. Until then, the client possesses no rights of use. If the goods are sold by the client to a third party, Sydem retains the right to claims of forpayment in regards to the third party. Sydem further retains the right to indicate to the third party potential unlawfulness resulting from the use of the goods in question, as well as to demand payment of all outstanding sums and resulting expenses. Until all outstanding bills have been paid by the client in full, delivered goods or services and their legal rights of use remain the property of Sydem.

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13. Delivery and Conferment

Delivery or transferal of data by electronic means occurs at the client's own risk. Sydem assumes no responsibility for faults, damages, or losses resulting from any modes of transferal or delivery, electronic or otherwise.

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14. Non-disclosure

All texts will be handled confidentially. Sydem is committed to maintaining confidentiality concerning all dealings with the client. In light of possible external interference with the transferal of texts and data both by electronic and other means between Sydem, the client, and possible auxiliary persons, Sydem does not guaranty the complete nondisclosure of secret or confidential information.

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15. Copyright

The client is obligated to indemnify Sydem of all responsibility concerning claims made against Sydem concerning infringement of copyright law stemming from a translation or made by a third party. Sydem, its employees, and auxiliary persons (translators, typesetters, graphic designers, etc.) retain the copyright for all services rendered. Assignment of copyright shall be agreed upon on a case by case basis.

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16. Amendments to General Terms and Conditions

Sydem is authorized to amend these General Terms and Conditions at its own discretion and without obligation of prior notice. Upon request, Sydem will make public such amendments on its website.

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17. Place of Jurisdiction, Applicable Law, Place of Execution

The contractual relationship between Sydem and the client as well as any further business dealings shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction and fulfillment will be Sydem's headquarters in Berlin, the Federal Republic of Germany.

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18. Final Provisions

Subsidiary agreements, warranties, contractual amendments, and all other provisions are only effective in written form. If a clause or provision is or becomes null and void by law it will not affect the validity of other clauses or provisions. In the event that any provision of these terms and conditions is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law and such determination shall not affect the validity and enforceability of any other remaining provisions. The unenforceable or invalid provision shall be replaced by a provision whose economic outcome matches the invalid provision as closely as possible. The same shall apply for all corresponding loopholes.

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