Fairtrad general terms of sale
Article 1 – APPLICABILITY AND VALIDITY OF TERMS OF SALE
These general Terms of Sale govern all services rendered by FAIRTRAD, in other words and non-exhaustively: translation, interpreting, editing, desktop publishing, subtitling, dubbing and transcription services, whatever their form, content and place of undertaking. By requesting any of FAIRTRAD’s services, the Client accepts these general Terms of Sale. No special terms will take precedence over these Terms of Sale unless expressly stated in writing on the final and binding purchase order. The execution of any service by FAIRTRAD implies the Client accepts these Terms of Sale and waives his own general terms and conditions. Any condition to the contrary shall not be binding to FAIRTRAD unless expressly accepted in writing, regardless of when FAIRTRAD becomes aware of the condition. That FAIRTRAD does not exercise one or more of the provisions in these Terms of Sale shall not be interpreted as a waiver of FAIRTRAD’s right to exercise any of these provisions at a later date.
Article 2 – QUOTES AND ORDERS
The quote accepted by the Client shall serve as a final and binding order in the absence of a purchase order issued by the Client. FAIRTRAD reserves the right not to commence work on the project concerned before receiving the corresponding quote duly signed or the Client’s purchase order.
Each order placed by the Client shall be preceded by a free quote, issued by FAIRTRAD, based on the documents to be translated or information provided by the Client.
The quote FAIRTRAD sends to the Client by regular mail, electronic mail or fax shall include:
- The number of pages or words to be translated;
- The language pair;
- The way in which the translation was priced. A translation is billed either at a flat rate, at an hourly rate, or based on FAIRTRAD’s rates at the time the quote is prepared, such as per source word (the number of words in the text to be translated) according to the Statistics function in Microsoft Word, by line, by page, or by hour;
- The date of delivery of the translation;
- The format of the translated documents if a specific layout has been requested;
- Any special rates applied because of urgency, specific terminological research or any other service that goes beyond the services usually provided by FAIRTRAD.
To confirm an order, the unaltered quote must be returned to FAIRTRAD, with the Client’s written approval and signature, by regular mail or fax if the quote was sent to the Client by regular mail or fax. If the Client received the quote by electronic mail, the Client may confirm the order by expressing clear acceptance by return electronic mail. If order confirmation is not received, FAIRTRAD reserves the right not to commence work on the project concerned.
If confirmation of the order is not received within three (3) months of the date the quote is sent by the means stipulated above, the quote shall be considered null and void. FAIRTRAD reserves the right, after informing the Client, to charge an additional fee and/or not to adhere to the delivery date on the Client’s initial order in the following cases:
- Modification or addition of documents by the Client after the initial quote was prepared by FAIRTRAD, in which case FAIRTRAD reserves the right to adjust the rate based on the additional volume of work estimated or requested;
- Documents not furnished during the quote preparation process. If the initial quote was based on the Client’s estimation of the number of words and an excerpt of the text.
In the absence of the Client’s express acceptance of the new delivery and/or invoicing conditions, FAIRTRAD reserves the right not to commence work on the project concerned.
Unless otherwise stated on the quote, costs incurred during the provision of services (travel, courier or postal fees, etc.) shall be charged to the Client. Any decisions to offer a discount, reduction or sliding fee scale based on a percentage or flat rate (par page, line or hour), are at FAIRTRAD’s sole discretion and only for the service to which they apply. Any discounts or rebates offered to the Client shall not create a right vested in interest concerning future services.
In the event that a quote is not sent to the Client by FAIRTRAD before the commencement of work, translation services shall be invoiced at the base rate usually billed by FAIRTRAD.
Cancellation of an interpreting assignment or any other service involving the booking of a linguist for set times, days, periods, etc will be subject to a 50% invoice being issued unless a notice period of a minimum of 30 working days has been given, and of a100% invoice if the assignment is cancelled less than 15 working days from the set date. Booking fees and travel expenses already incurred by the linguist are due regardless of the cancellation period.
Under no circumstances can a translator, interpreter or any other staff member of FAIRTRAD detached to the Client be requested by the Client to undertake any other assignment, with or without direct relation to the initial work ordered, without prior express approval from FAIRTRAD management.
Article 3 – PROOF
The Client agrees to consider faxes, e-mails, copies and computer files as equivalent to the original and valid proof that the order was confirmed.
Article 4 – DEPOSITS
Any order exceeding 3,500.00 EUR excluding tax may be subject to a 50% deposit, which shall be clearly stipulated in the quote. In such a case, work shall begin only once the deposit payment has cleared.
Article 5 – THE CLIENT’S OBLIGATIONS
The Client shall provide FAIRTRAD with all of the texts to be translated in digital format by e-mail, USB key, CD or via an FTP site, or in hard copy format by courier, messenger or regular mail. These texts shall be accompanied by any reference document that the Client believes useful to aid FAIRTRAD in completing the project, particularly any technical information required to understand the text and, if necessary, the specific terminology required, glossaries, lexicons, terminological databases or translations previously completed and validated by the Client. FAIRTRAD will undertake work according to professional standards and practices within the constraints set by the Client. If the Client fails to provide reference information, FAIRTRAD shall not be held liable if the translation does not conform to the Client’s standards or if delivery is late.
Article 6 – DELIVERY
FAIRTRAD will make the necessary provisions to ensure delivery of the work ordered within the deadlines agreed on the quote accepted by the Client. Any additional service requested by the Client during the project (additional files or pages) will require a revision to the delivery deadline. The finalised translation shall be provided to the Client in the format of his choice: in digital format by email, USB key, CD or via an FTP site, or in hard copy format by courier, messenger or regular mail. The costs relating to delivery (excluding digital formats) of translated documents are at the Client’s expense. Any delay in delivery shall not give systematic rise to compensation unless expressly agreed between the Client and FAIRTRAD. Any Client overdue in his obligations to FAIRTRAD is liable to find delivery of work is conditioned by prior payment of these obligations.
Article 7 – INVOICING
Invoices shall be prepared and sent to the Client after the service has been completed. In the event that the Client cancels an order, the work completed by FAIRTRAD at the date of cancellation shall be billed in full, except for interpreting or on-site translation assignments. In these latter cases, the service shall be billed in full according to the terms of the quote accepted by the Client when this cancellation occurs less than five working days before the assignment’s start date, and half (50%) if cancelled more than five working days before the start date.
Article 8 – PAYMENT
Unless otherwise mentioned on the quote, invoices are prepared net of taxes, without discount and payable no later than 30 days from the date of invoice. In the case of payment by cheque or bank transfer from abroad, all forex and banking fees will be specified on the quote or be billed to the Client.
In the event of late payments, orders in progress can be unilaterally interrupted until full payment is received and the Client will be liable for late payment penalties of one and a half times the prevailing base legal interest rate applied to the entire sum in question, without any formal notice being required.
For any late payments and formal notifications without reaction, the Client shall be liable, in addition to the principal amount, to pay compensation at the fixed rate of 10% of the sum outstanding as a penalty clause that cannot be reduced in accordance with Article 1229 of the French Civil Code, without prejudice to the conventional default interest. Translations remain the property of FAIRTRAD until payment has been received in full.
Article 9 – COMPLAINTS AND DISPUTES
The Client has 10 working days from the time the translated or proofread documents are received to inform FAIRTRAD in writing, by recorded delivery, of any disagreement concerning the quality of the service and providing specific examples which illustrate defects affecting the service provided. Once this period has expired, the service shall be considered duly completed and no claims can be made. Any further service shall be subject to additional billing. The Client agrees to consider postal, fax or electronic mail receipts as proof of delivery.
Article 10 – RESPONSIBILITY
The services provided by FAIRTRAD are done so in the context of an obligation of means. In the event of disagreement relating to terminology employed, except for nuances to style, FAIRTRAD commits, with all the diligence reasonably possible, to find the solution best adapted to the Client’s requirements, with the understanding that this can in no case be used to call into question the service provided as a whole. FAIRTRAD shall endeavour to proceed with any corrections in a prompt manner. In the event that FAIRTRAD is held liable for any lack of execution or poor execution of the contract, for which the Client provides proof, compensation shall be limited to the direct damages incurred by the Client, up to a total of the amount billed for the service.
Article 11 – INTELLECTUAL PROPERTY
Before submitting any document for translation to FAIRTRAD, the Client must ensure that he has the right to do so. The Client must therefore be the author of the original document or have obtained prior written authorisation for translation from the holder of the document’s copyright(s).
Failing such, FAIRTRAD can in no way be held liable if all or part of the documents entrusted by the Client infringe intellectual property rights or any other third party rights or any applicable regulations. If necessary, the Client shall assume sole responsibility for any damages and financial consequences arising from his sole negligence.
Article 12 – INSURANCE
The Client is required to insure the original documents and materials sent and entrusted to FAIRTRAD.
Article 13 — JURISDICTION
The parties agree, in the event of whatever dispute, to try and come to an amicable settlement. However, in the event of dispute over the application of these general Terms of Sale or in the event of litigation relating to a service provided by FAIRTRAD, the Commercial Court of Paris has sole jurisdiction.