General Terms and Conditions (GTC)

Home › GTC

General terms and conditions (GTC)

General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH for business transactions with companies as customers

Section 1 Scope
1. These General Terms and Conditions of Contract apply to all our contracts for translation services, technical documentation, the creation or modification of software and hardware, the sale and delivery of hardware and software products and contracts for other services or work performance, including advising contracting parties provided individual variations are not agreed upon, to be rendered, supplied or provided by us. Furthermore, the above General Terms and Conditions of Contract are supplemented by the Special Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH for translation services to be rendered by us and technical documentation and for the surrender of standard software.

2. All our services, deliveries and offers as part of the aforementioned contracts apply exclusively on the basis of these General Terms and Conditions of Contract and the supplementary Special Terms and Conditions of Contract. These are deemed an integral part of all contracts that we enter into with our contracting parties (hereinafter also referred to as the “Principal”) on the deliveries and services we offer. They also apply to all future services, deliveries or offers for the Principal, including if they are not repeatedly agreed upon.

3. The terms and conditions of business of the Principal or third parties shall not apply, including if we do not object to their validity separately in an individual case. Even if we cite a letter containing the terms and conditions of business of the Principal or a third party, or refer to such conditions, this shall not constitute any kind of consent to the validity of such terms and conditions of business.

4. These General Terms and Conditions of Contract shall only apply, in the absence of provisions to the contrary, if the Principal is an entrepreneur (Section 14 BGB (German Civil Code), a legal person under public law or special public funds.

Section 2 Offer and entering into a contract
1. All our offers are subject to change without notice and are non-binding provided they are not expressly stated as binding or are not subject to a certain acceptance period. We may accept orders or assignments by the Principal within 14 days following receipt.

2. Solely the contract entered into in writing, including these General Terms and Conditions of Contract, shall be authoritative for the legal relations between us and the Principal. Such a contract reflects all agreements in full between the contracting parties with regard to the subject matter of contract. Verbal assurances by us prior to entering into this contract are legally invalid, and verbal agreements of the contracting parties shall be replaced by the written contract provided they do not expressly state that they are to continue to apply with binding force.

3. Supplementary information regarding and amendments to the agreements that have been entered into, including these General Terms and Conditions of Contract, are subject to the written form in order to be deemed valid.
With the exception of managing directors or authorized signatories, our employees are not entitled to enter into verbal agreements to the contrary to these General Terms and Conditions of Contract. Forwarding by fax or e-mail, provided the copy of the signed declaration is forwarded, shall be deemed sufficient to honour the written form.

4. Details stated by us regarding the subject matter of performance (e.g. number of words, word length, number of repetitions and technical data) as well as illustrations of these (e.g. drawings and diagrams) are only approximately authoritative provided the use proposed in the contract does not specify that these are to correspond exactly. They do not constitute any warranted characteristics but rather are descriptions or identifications of the performance or delivery.

5. We reserve ownership of or copyright to all offers and cost estimates we make and to the drawings, diagrams, calculations, leaflets, catalogues, models, tools and other documents and aids made available to the Principal. The Principal may neither make these items available to third parties as such nor in terms of their content disclose them or use them or arrange for third parties to use them without express approval by us.
At our request, the Principal is to return such items in full to us, and destroy copies that may have been made if they are no longer required by the Principal during the normal course of business or if negotiations do not result in entering into a contract.

Section 3 Prices and payment
1. The prices apply to the service and delivery scope set out in the confirmation of order. Additional and special services shall be charged separately.
The prices are to be understood in EUR ex our principle place of business plus shipping costs, packaging, statutory VAT, in the case of export deliveries plus customs duties and charges and other public levies.

2. Where the agreed prices are based on our list prices and the delivery is to take place at the earliest more than four months after entering into a contract, our list prices that are valid at the time of delivery shall apply (in each case less an agreed percentage or fixed discount).

3. Invoice amounts are payable within 14 days from the invoice date without charges or any deductions provided nothing to the contrary is agreed upon in writing. Receipt by us is authoritative with regard to the payment date. Cheques shall only apply as payment once they have been cashed in.

4. Setting off using the contracting party’s counter-claims or retaining payments regarding such claims shall only be permitted insofar as the counter-claims are undisputed or have become res judicata.

5. We are entitled to render or provide outstanding services or deliveries only subject to advance payment or the provision of security if, after entering into the contract, knowledge of circumstances is gained that is capable of significantly reducing the Principal’s credit standing, and which jeopardises payment of our outstanding claims by the Principal resulting from the respective contractual relationship (including from other individual orders that are subject to the same framework agreement).

Section 4 Delivery and delivery time
1. Deliveries apply “ex works” from our principal place of business.

2. The periods and dates for deliveries and services proposed by us apply, at all times, on an approximate basis only unless a fixed period or a fixed date has been expressly assured or agreed upon. Insofar as shipping has been agreed upon, the delivery periods and delivery dates refer to the time of the handover to the third party entrusted with the transport.

3. We may, irrespective of our rights resulting from default on the part of the Principal, request that the Principal extend performance or delivery periods, or postpone performance and delivery dates by the period in which the Principal fails to honour its contractual obligations to us.

4. We shall not be liable for the impossibility of delivery or for delivery delays provided these have been caused by force majeure, events that were not foreseeable at the time of entering into the contract (e.g. operational disruptions of any kind, lacking staff or the lacking, wrong or untimely delivery by suppliers, and these are not our responsibility. Insofar as such events significantly hamper or render impossible our delivery or performance, and the hindrance is not merely of a temporary nature, we shall be entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or service periods shall be extended or the delivery and service dates shall be postponed by the hindrance period plus a reasonable start-up period. Insofar as the acceptance of the performance or delivery is unacceptable for the Principal, the Principal may withdraw from the contract by way of a written declaration directed to us without delay.

5. We shall only be entitled to provide partial deliveries if
– the Principal can use the partial delivery as part of the intended contractual purpose,
– the provision of the residual performance or delivery is secured, and
– as a result the Principal does not incur considerable additional expenses or additional costs (unless we state that we are willing to assume such costs).

6. If we default in performance or delivery, or if we are unable to provide a performance or delivery, for whichever reasons, our liability shall be limited in accordance with Section 8 of these General Terms and Conditions of Contract.

Section 5 Place of performance, shipping, passing of risk, acceptance
1. In the absence of provisions to the contrary, our principal place of business is deemed the place of performance for all obligations resulting from this contractual relationship. If we are also required to provide installation services, the place at which the installation is to occur shall be deemed the place of performance.

2. The shipping mode and packaging are subject to our best judgement.

3. Risk shall pass to the contracting party at the latest upon the handover of the delivery item to the third party commissioned with the task of performing shipping.

4. We shall only insure the consignment against insurable losses at the express wish of the Principal and at the Principal’s cost.

5. Acceptance is provided for in the respective Special Terms and Conditions of Contract.

Section 6 Guarantee, material defects
1. The guarantee period is one year from delivery or, provided acceptance is necessary, from acceptance.

2. The guarantee shall be inapplicable if the Principal alters the delivery item or makes arrangements for third parties to alter it without our approval and rectifying the defect is impossible or is hampered to an unacceptable extent as a result of such alteration. In any case, the Principal shall carry the additional cost of rectifying the defect caused by such an alteration.

3. If the defect is attributable to culpability on our part, the Principal may claim for damages under the certain preconditions set out in Section 8.

4. In other respects our respective Special Terms and Conditions of Contract apply.

Section 7 Property rights
1. Each contracting party shall notify the other contracting party without delay in writing if third parties assert claims against a contracting party regarding the violation of industrial property rights or copyrights in conjunction with this contract.

2. a. The Principal is to ensure that the services for which we are commissioned and we are to render as a result of the Principal’s instructions are legally permissible and do not violate third party industrial property rights or copyrights.

2. b. If a third party takes legal action against us regarding such rights, the Principal undertakes to render us exempt from such claims from the first written request. We are not entitled to enter into any agreements with the third party, without approval by the Principal, and in particular we are not entitled to enter into a composition arrangement.

2. c. The Principal’s obligation to render us exempt applies to all expenses that we necessarily incur as a result of or in conjunction with the legal action taken against us by a third party.

3. a. In accordance with this Section 7, we are to ensure that our performance, or our delivery item, is free of third party industrial property rights or copyrights in the Federal Republic of Germany and the European Union. The same applies to the violation of other foreign industrial property rights and copyrights if the performance is used as per agreement abroad and we were aware of this when the order was placed.

3. b. In the event that our performance, or our delivery item, violates a third party industrial property right or copyright, we shall, at our discretion and cost, amend or exchange the performance or delivery item so that third party rights are no longer violated, but the performance or delivery item continues to provide the functions agreed upon in a contract, or grant the Principal a utilisation right by way of entering into a licensing contract. If we are not successful in this endeavour within a reasonable period, the Principal shall be entitled to withdraw from the contract or reduce our remuneration appropriately. If the Principal has claims for compensation, such claims shall be subject to the limitations of Section 8 of these General Terms and Conditions of Contract.

Section 8 Liability for damages as a result of negligence
1. Our liability for damages, irrespective on whichever legal grounds it is based, in particular due to impossibility, default, inadequate or wrong delivery, breach of contract, violation of obligations in the case of contractual negotiations and unlawful acts, is restricted in accordance with this Section 8 provided culpability is relevant in that respect.

2. We shall not be liable in the event of minor negligence on the part of our executive bodies, legal representatives, white-collar workers or other vicarious agents provided the matter does not involve the violation of key contractual obligations. Key contractual obligations include the obligation to provide timely performance or delivery and installation of the delivery item, the fact that it is free of faults that have more than just an insignificant detrimental effect on its functionality and suitability for use, as well as consulting, protection and care obligations that should enable the Principal to use the performance or delivery item as per agreement or are aimed at protecting the life of and preventing danger to the Principal’s personnel or protection of its property from considerable damage.

3. Insofar as we are liable for damages in accordance with Section 8, No. 2, on merit, such liability shall be limited to damage that we had foreseen upon entering into the contract as a possible consequence of a breach of contract or which we should have foreseen in the case of applying customary care. In addition, indirect and consequential damage as a result of defects in the performance or the delivery item shall only be subject to compensation provided such damage is typically to be expected in the case of using the performance or delivery item as per agreement.

4. In the event of liability for minor negligence, our obligation to provide compensation and the resulting additional pecuniary damage regarding the contractual value shall be limited to a maximum amount of EUR 500,000 for each case of damage (in line with the current amount covered of our third party liability insurance), including if key contractual obligations are violated.

5. The above liability exclusions and restrictions apply to the same extent in favour of our executive bodies, legal representatives, white-collar workers and other vicarious agents.

6. Insofar as we provide technical information or render consulting services, and such information or consulting are not part of the performance scope we are to provide as per agreement, such services shall be rendered gratuitously and by way of exclusion of any kind of liability.

7. The restrictions of this Section 8 do not apply to our liability regarding intentional acts, warranted characteristics, loss of life, physical injury or detrimental effects on health or liability in accordance with the German Product Liability Act.

Section 9 Reservation of rights and title
1. We reserve ownership of and the rights to be granted to the services and deliveries up until payment in full of the due performance. Furthermore, we reserve ownership and the rights to be granted up until all claims resulting from the business association have been honoured.

2. The customer may neither pledge items subject to reservation of title or rights nor transfer ownership of these by way of security. In the capacity of re-seller, the Principal is permitted to re-sell during the course of ordinary business on condition that the Principal has effectively assigned to us it its claims against its customers in conjunction with the re-sale and the Principal assigns ownership to its customers subject to reservation. By way of entering into the contract, the Principal assigns to us as security its claims in conjunction with such sales against its customers. We simultaneously accept this assignment.

Where the value of the items to be secured exceeds the secured claims by more than 20 %, at the Principal’s request we shall release a corresponding share of the security rights.

Section 10 Loyalty obligation, secrecy
1. The contracting parties undertake to enter into business relations characterised by loyalty. They shall refrain from poaching employees from the respective other contracting party or adopting any kind of direct or indirect measures with a view to encouraging the employees of the other party in this respect which could lead to an employment relationship. Such a mutual duty of good faith shall continue to apply following the end of the collaboration for a period of one (1) year.

2. The contracting parties undertake to maintain secrecy regarding any information described as confidential that they obtain as part of the collaboration. Such information may only be forwarded to persons who do not directly deal with executing an order following written consent of the contracting party.

3. Confidential information in this sense consists of any documents and other, including verbal, information that is not to be placed in the public domain.

4. The contracting parties are aware that the mutual communication shall be organised to a large extent in non-encrypted electronic form (e.g. e-mail). They therefore waive asserting claims that are based on unauthorised third parties gaining illegal access to electronic communication media and therefore gaining knowledge of the aforementioned data forwarded in non-encrypted electronic form.

Section 11 Subcontracting
We are entitled to wholly or partially call on the services of third parties to render services agreed upon in a contract. In the event of calling on the services of a third party, we guarantee as the contracting party to properly honour the contractual obligations to the Principal. The Principal shall accept rendered services as our performance.

Section 12 Choice of law, place of jurisdiction and miscellaneous
1. Where the Principal is a merchant, legal person under public law or special public funds, or if the Principal does not have a general place of jurisdiction in the Federal Republic of Germany, the court with jurisdiction for our place of business shall be deemed the place of jurisdiction. However, we are also entitled to bring legal action at the court with jurisdiction for the Principal’s principal place of business or place of residence. This provision does not affect compulsory statutory provisions in respect of sole jurisdictions.

2. The law of the Federal Republic of Germany applies to these General Terms and Conditions of Contract and all legal relations between the Principal and us by way of exclusion of the UN Sales Law.

3. In the event that a provision of these General Terms and Conditions of Contract is or becomes invalid, this shall not affect the validity of the other provisions.

Status September 2018
D.O.G. Dokumentation ohne Grenzen GmbH
Neue Ramtelstr. 12
D-71229 Leonberg

Special Terms and Conditions of Contract for services of D.O.G. Dokumentation ohne Grenzen GmbH

1. General information
1.1. D.O.G. Dokumentation ohne Grenzen GmbH (“D.O.G.”) offers its customers translation services and technical documentation.

1.2. Terms and conditions of business of the customer to the contrary shall not become an integral part of the contract unless they are expressly acknowledged in writing by D.O.G.
The rendering of services by D.O.G. does not constitute any recognition of terms and conditions of business of the customer. These Special Terms and Conditions of Contract also apply to follow-up transactions regardless of whether or not reference is expressly made to these conditions for each individual follow-up transaction.

1.3. The content and scope of the specific performance obligations resulting from D.O.G.’s contractual relationship with its customers arise from the performance description contained in the written offer, the confirmation of order or the contract entered into in writing by D.O.G. and the customer and in conjunction with these Special Terms and Conditions of Contract and the supplementary General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH, which form the basis of the contractual relations between the customer and D.O.G.

2. Customer’s duty to co-operate
2.1. Translation services
If no special agreements have been entered into regarding the qualitative requirements of a translation, or the type of order does not state any specific requirements, D.O.G. shall translate the text with due care in accordance with the principles of properly exercising a profession in full and analogically and by way of correct grammar to reproduce the information.

The customer is to inform D.O.G. in good time of special requirements that apply to executing the contract (formatting etc.). The customer is to make information, documents and EDP programmes that are required to produce the translation available without request and in good time (Principal’s glossaries, illustrations, drawings, tables, context details and software dialogues etc.). If a meaning can only be understood from the context, or a drawing, or in the case of words with several meanings, a translation shall not be deemed faulty if the respective context, or the corresponding drawing, is not made available. Errors that are made as a result of failure to comply with these obligations shall not be the responsibility of D.O.G. Liability for faults in printed matter is excluded provided the customer had not made the proofs available to D.O.G.

In the absence of separate agreements, technical terms shall be translated in the generally customary and lexicographically acceptable or commonly understood form. Translations shall be produced literally or in a manner that reflects a certain mentality depending on the meaning of the text to be translated. The meaning of words shall only be cross-checked against specialist terminology introduced by the customer following a separate agreement and if sufficient and complete documents as well as previous translations or word lists are made available by the customer upon placing the order. Technical terms shall otherwise be translated as is generally customary in line with the quality standards. Names and addresses in the case of source texts that are not in Latin script shall be translated according to the letters or sounds if the customer does not waive a translation.

Where stored or processed information is to be translated using electronic data carriers by way of an EDP programme, the translated characters shall similarly be stored on an electronic data carrier by way of using the same, specified, EDP programme/format. However, the performance scope does not include the option of these translations also being further used on other data carriers, media and/or in the case of use of other EDP programmes/formats.

2.2. Technical documentation services
If no special agreements have been entered into regarding the qualitative requirements of the technical documentation services, or the type of order does not state any specific requirements, D.O.G. shall render the technical translation service in accordance with the principles of properly exercising a profession.

The customer is to supply the product to be described by D.O.G. and make it available, or grant the D.O.G. employee responsible for creating the technical documentation access to the systems, equipment, machines and other devices located at the customer’s business enterprise on the date stated in the written offer, order confirmation or in the written contract entered into by the parties as the start of the delivery period Furthermore, the customer is to appoint an employee at its company who shall be available to D.O.G. as a competent contact person and who can provide D.O.G. with all the necessary information.

The customer is to conduct a risk and hazard analysis regarding the product to be described, and make the result of the hazard analysis set out in written documentation available to D.O.G. on the stated date.

Furthermore, it is incumbent upon the customer to furnish D.O.G. with all information necessary to describe the product in line with legal and contractual requirements (e.g. state the area of use and product users, provide details on export countries, and characterise the product function), and make available key product and procedure-specific documents, in particular duties record book; editorial guide; reference guides; templates; product, activity or hazard analysis; technical drawings, photographs, plans and documents etc.). Where such documents and papers are made available to D.O.G., on request also in EDP formats specified by D.O.G., the customer assures that these documents are free of third party property rights and no such rights exist that exclude or restrict use by D.O.G. as per agreement. If third parties nevertheless assert rights, the contracting parties shall inform each other of this. The customer shall support D.O.G. in warding off such rights and render D.O.G. exempt from any disadvantages in this respect.

2.3. D.O.G. does not accept any obligations for materials, order components, warranted characteristics, dispatch information, processing requirements and the like if express written agreements to the contrary have not been entered into. D.O.G. does not undertake to review these within the meaning of the German Product Liability Act and/or BGB (German Civil Code) or otherwise in respect of compliance with legal standards. In such cases, the customer shall be liable without limitations and shall render D.O.G. exempt in full from all third party claims at the time legal action is taken.

2.4. Where the customer defaults in these co-operation duties, D.O.G. shall be entitled to set a reasonable period for the customer to subsequently engage in such co-operation and state that it shall terminate the contract if the customer fails to co-operate up until expiry of the period. If the customer fails to co-operate within this period, the contract shall be rescinded. In such a case, D.O.G. may request part of the remuneration, which corresponds with the performed work, and reimbursement for the expenditure not included in the remuneration as well as appropriate compensation. This does not affect further-reaching liability on the part of the customer regarding culpability.

2.5. In the event that legal action is taken against D.O.G. for whichever reason as a result of a produced translation and/or provision of technical documentation regarding violation of an existing copyright, the customer undertakes to render D.O.G. exempt in full from such liability.

3. Delivery time
3.1. A delivery period shall be deemed honoured if the completed transaction or technical documentation has left the D.O.G. business enterprise by the end of the delivery period, or the customer has been notified of the readiness for dispatch.

3.2. Compliance with the delivery period is conditional on the customer honouring its co-operation duties. If the customer defaults in honouring its co-operation duties, the delivery period shall be extended, without further announcement by D.O.G., by the period during which the customer is in default.

3.3. In the case of subsequent amendments to the contract that may have an effect on the delivery period, the delivery period shall be extended by a reasonable period provided separate agreements have not been entered into in that respect.

4. Passing of risk and dispatch
4.1. In the absence of agreements to the contrary, dispatch shall apply at the customer’s wish and cost by post.

4.2. At the customer’s request, D.O.G. shall insure the assignment, at the customer’s cost, against theft; breakage; transport, fire and water damage and other insurable risks.

4.3. The risk of accidental loss and accidental deterioration regarding the translation and/or technical documentation produced by D.O.G. shall pass to the customer upon delivery to D.O.G. authorised dispatch agent, at the latest however upon handing the consignment in at the post office, regardless of whether or not the dispatch is made from the place of performance, whether or not partial deliveries apply or D.O.G. has assumed the dispatch costs or the transport operation.

4.4. If the order is ready for dispatch and is delayed for reasons that are not the responsibility of D.O.G., risk shall pass to the customer when notice of readiness for dispatch is given.
4.5. Damage caused as a result of using the post, telephone, telex, fax, e-mail or other transmission types, namely resulting from loss, delay, misunderstandings, mutilation or duplication shall be borne by the customer provided D.O.G. has not acted gross negligently.

5. Acceptance
5.1. Acceptance of the technical documentation and/or translation produced by D.O.G. shall apply by way of a written statement issued by the customer. The customer is to state the acceptance in writing following handover of the translation and the technical documentation.

5.2. If the customer fails to state the acceptance without delay following receipt of the translation and/or technical documentation, D.O.G. shall be entitled to set a written period for the customer of two (2) weeks in which to issue such a statement. Acceptance shall be deemed to have occurred if the customer fails to specify in detail the reasons for refusing to accept.

6. Quality review by and warranty claims of the customer
6.1. The customer shall inspect without delay all services that are handed over, in particular translations and technical documentation, at the latest within seven (7) calendar days, to ensure that they are fault free and, in particular, are of the agreed quality.

6.2. The customer shall without delay provide proper notification, during or following the quality review, of any defects that are identified, at the latest seven (7) days after identifying such defects.

6.3. In addition, the commercial obligation to inspect and provide notification of defects (Section 377, HGB (German Commercial Code)) applies.

6.4. D.O.G. provides a guarantee such that the performance items shall be of the quality as per agreement when used as set out in the contract. Paragraph 4 of the General Terms and Conditions of Contract of D.O.G., in particular, applies to material defects while, in particular, paragraph 5 of General Terms and Conditions of Contract of D.O.G. applies to defects in title.

6.5. If the customer is entitled to assert warranty claims, this shall initially only apply as a right to subsequent performance within a reasonable period. Subsequent performance comprises, at the discretion of D.O.G., either subsequent improvement or the production of a new translation and/or technical documentation. The customer’s interests shall be taken into consideration accordingly in the case of exercising discretion.

6.6. If the subsequent performance fails or if it is not to be implemented for other reasons, the customer may, subject to the legal preconditions, reduce the remuneration, withdraw from the contract or claims for damages or reimbursement of expenses as part of paragraph 2 of the General Terms and Conditions of Contract of D.O.G. If the subsequent performance is delayed, paragraph 2.5 of the General Terms and Conditions of Contract of D.O.G. shall apply to claims for damages and reimbursement of expenses of D.O.G.
Paragraph 6 of the General Terms and Conditions of Contract of D.O.G. apply, in particular, to claims for damages and reimbursement of expenses. The customer shall exercise an option to which it is entitled regarding such warranty claims within a reasonable period, normally within 14 calendar days.

6.7. D.O.G. may request remuneration for its effort provided
a) It acts based on a report although a fault does not apply apart from cases in which the customer could not identify, by way of reasonable effort, that a fault did not apply, or
b) An alleged fault is not proven, or
c) Additional effort is required because of failure by the customer to properly honour its obligations.

6.8. Processing claims asserted by the customer regarding impairment of performance only leads to a suspension of the period of limitation under the statutory preconditions. As a result, the period of limitation does not, in particular, commence afresh. Subsequent performance (new delivery or subsequent improvement) can exclusively exert an influence on the limitation period of the fault triggering the subsequent performance.

7. Granting utilisation rights
7.1. In the absence of agreements to the contrary by D.O.G. and the customer, D.O.G. shall grant the customer the right to duplicate and process the performance on the part of D.O.G., including the photographs, graphic illustrations and technical drawings contained therein, in printed form exclusively in line with the purpose taken as a basis for the contract, namely the inclusion of technical documentation and translation with the described product as operating instructions in printed form. The right to duplicate and disseminate is restricted to the respective performance item specified in the written contractual offer, the written order confirmation or the contract entered into by the parties, the type stated therein or the series stated therein. Unilateral changes to the provided translation and/or technical documentation by the customer are prohibited without written approval by D.O.G.

7.2. D.O.G. shall not be liable for damage that is caused as a result of the duplication and dissemination of a translation and/or technical documentation amended or altered by the Principal or a third party.

7.3. Further-reaching utilisation rights such as the right to duplicate and disseminate the processing of the technical documentation, e.g. a translation, the right to record on picture and sound carriers and on machine-readable data carriers, the right to electronic storage, use in a database and reproduction in physical and non-physical form and the right to reproduce in public are not granted.

7.4. If the customer endeavours to bring about further-reaching use of the translation and/or technical documentation in line with this list, the customer must obtain prior, written, approval from D.O.G. In addition, use of the work is to be additionally remunerated.

7.5. Furthermore, the customer is prohibited from assigning the utilisation rights to third parties in full or in part, or making arrangements for third parties to exercise such rights, without written approval by D.O.G.

7.6. The duplication and dissemination in training documents, seminar documentation or for other documentation purposes is also prohibited without permission by D.O.G.

7.7. The customer undertakes to state the author in line with the details of D.O.G. and to state a corresponding copyright notice in the technical documentation and translation.

7.8. D.O.G. assures that it alone is entitled to dispose of the copyright to the technical documentation and translation it produces, and to date has not granted any disposals that conflict with the granting of rights set out in this contract.
If diagrams, illustrations, photographs, graphic images, sketches and technical drawings are part of the technical documentation and translation, D.O.G. shall make available to the customer, in the event that third party rights apply to these, the corresponding source references so that the customer can acquire the rights. D.O.G. shall provide a suitable substitute if the rights cannot be acquired or can only be acquired with unusual difficulty.

8. General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH
The General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH apply on a supplementary basis.

Status September 2018
D.O.G. Dokumentation ohne Grenzen GmbH
Neue Ramtelstr. 12
D-71229 Leonberg

pulvinar dapibus leo.

Special Terms and Conditions of Contract for the Surrender of Standard Software by D.O.G. Dokumentation ohne Grenzen GmbH

1. General information
1.1. The following conditions apply to the surrender of standard software for an unlimited period to the customers by D.O.G. Dokumentation ohne Grenzen GmbH (“D.O.G.”) subject to payment of remuneration.

1.2. Terms and conditions of business of the customer to the contrary shall not become an integral part of the contract unless they are expressly acknowledged in writing by D.O.G.
The provision of deliveries by D.O.G. does not constitute any recognition of terms and conditions of business of the customer. These conditions also apply to follow-up transactions regardless of whether or not reference is expressly made to these conditions for each individual follow-up transaction.

2. Subject matter of contract
2.1. The subject matter of contract is the surrender of the software described in the order and in the order confirmation (hereinafter “Contractual Software”). The Contractual Software is surrendered to the customer with the agreed quality and documentation. In the absence of agreements to the contrary, the customer shall receive the Contractual Software on one (1) data carrier.

2.2. Upon surrender of the Contractual Software, the customer is granted the non-exclusive right, which is not limited in terms of time or geography, to use the software as per agreement as part of the following provisions.

2.3. Additional services such as installation, instructions, training and software adjustments are not an integral part of the services to be rendered by D.O.G. These services are to be separately agreed upon and remunerated by D.O.G. and the customer.

3. Duplication
3.1. The customer may duplicate the Contractual Software in accordance with the software licensing conditions provided the respective duplication is required to use the software. Necessary duplications include installation on the used hardware and loading in the main memory for the purpose of running the Contractual Software.

3.2. Furthermore, the customer may make one (1) duplicate for back-up purposes. Where not agreed upon to the contrary in an individual case, only one (1) back-up copy may be made and stored that is to be marked as such on the surrendered software.

3.3. The customer may not make further duplicates. This applies, in particular, to the purposes of forwarding to third parties. As a matter of principle the customer is prohibited from forwarding the Contractual Software to third parties provided nothing to the contrary is provided for in paragraph 6 of these conditions.

4. Multi-use and network use
4.1. The acquisition of the Contractual Software entitles the customer to use the Contractual Software on one (1) monitor work place (standalone application). The incorporation of the Contractual Software in a network or other multi-station computer system is also deemed a standalone application provided the option of simultaneous multi-use by way of technical and organisational measures by the customer is effectively prohibited, and this is plausibly presented to D.O.G.

4.2. If the Contractual Software is used on one (1) network or other multi-station computer system so that it can be operated simultaneously or successively at more than one (1) monitor work place, a multiple work place application shall be deemed given.
The multiple work place application is permitted provided the customer enters into a corresponding agreement with D.O.G., and it pays a separate network fee. The amount of the network fee in an individual case shall be determined by the number of monitor work places connected to the computer system.

4.3. If the customer intends to limit the number of accessing monitor work places in the case of a multiple work place application compared to the total number of monitor work places connected to the computer system, a corresponding agreement is to be entered into with D.O.G. The network fee shall be determined in this case on the basis of the number of monitor work places accessing the Contractual Software. In this case the Customer is to guarantee the restriction of the simultaneous multiple use by way of technical and organisational measures, and present this plausibly to D.O.G.

5. Forwarding ban
The sale or donation of the Contractual Software and surrendering it to third parties for a specific time, provided this does not occur by way of letting for profit-making purposes or leasing, shall only be permitted insofar as the third party consents to the continued validity of these conditions. In this case the customer must handover to the acquiring third party all programme copies in its possession, or destroy copies that are not handed over.
As a result of the forwarding of the Contractual Software, the customer’s right to use the programme shall expire or such a right shall not apply for the duration of the surrender limited in time. The customer undertakes to notify D.O.G. of the name and address of the new user. Letting for profit-making purposes and leasing are not permitted.

6. Decompiling and programme alterations
6.1. The decompilation of the surrendered programme code into other code forms (decompiling) or other types of reverse engineering of the various manufacturing levels of the Contractual Software are prohibited. The information required to establish the interoperability of an independently created computer programme may be requested from D.O.G. subject to the reimbursement of costs.

6.2. Programme alterations shall only be permitted provided they are necessary for the use of the Contractual Software to the extent set out in the contract, in particular to rectify defects, and provided D.O.G. does not intend to make the requested programme alterations subject to appropriate remuneration. Liability on the part of D.O.G. in this case is excluded.

6.3. Under no circumstances may copyright notices, series numbers and other features aimed at identifying the programme be removed or changed.

7. Quality review by and warranty claims of the customer
7.1. The customer shall inspect without delay all performance items that are handed over at the latest within seven (7) calendar days, to ensure that they are fault free and, in particular, are of the agreed quality. To that end the customer shall use practical and suitable test cases and data for software. D.O.G. may harmonise the test procedure with the customer provided it accompanies and supports the quality review on site.

7.2. The customer shall without delay provide proper notification, during or following the quality review, of any defects that are identified, at the latest seven (7) days after identifying such defects.

7.3. In addition, the commercial obligation to inspect and provide notification of defects (Section 377, HGB (German Commercial Code)) applies.

7.4. D.O.G. provides a guarantee such that the performance items shall be of the quality as per agreement when used as set out in the contract. Paragraph 4 of the General Terms and Conditions of Contract of D.O.G. applies on a supplementary basis to material defects while paragraph 5 of General Terms and Conditions of Contract of D.O.G. applies on a supplementary basis to defects in title.

7.5. The customer shall only have warranty claims if reported defects can be reproduced or can be otherwise proven.

7.6. If the customer is entitled to assert warranty claims, this shall initially only apply as a right to subsequent performance within a reasonable period. Subsequent performance comprises, at the discretion of D.O.G., either subsequent improvement or the production of new software. The customer’s interests shall be taken into consideration accordingly in the case of exercising discretion.

7.7. If the subsequent performance fails or if it is not to be implemented for other reasons, the customer may, subject to the legal preconditions, reduce the remuneration, withdraw from the contract or claim for damages or reimbursement of expenses as part of paragraph 2 of the General Terms and Conditions of Contract of D.O.G. If the subsequent performance is delayed, paragraph 2.5 of the General Terms and Conditions of Contract of D.O.G. shall apply to claims for damages and reimbursement of expenses of D.O.G.
Paragraph 6 of the General Terms and Conditions of Contract of D.O.G. apply, in particular, to claims for damages and reimbursement of expenses. The customer shall exercise an option to which it is entitled regarding such warranty claims within a reasonable period, normally within 14 calendar days.

7.8. D.O.G. may request remuneration for its effort provided
a) It acts based on a report although a fault does not apply apart from cases in which the customer could not identify, by way of reasonable effort, that a fault did not apply, or
b) A reported malfunction cannot be reproduced or is not otherwise proven as a defect, or
c) Additional effort is required because of failure by the customer to properly honour its obligations.

7.9. Processing claims asserted by the customer regarding impairment of performance only leads to a suspension of the period of limitation under the statutory preconditions. As a result, the period of limitation does not, in particular, commence afresh. Subsequent performance (new delivery or subsequent improvement) can exclusively exert an influence on the limitation period of the fault triggering the subsequent performance.

8. Duty to exercise proper care
8.1. The customer undertakes to prevent unauthorised third party access to the Contractual Software by way of suitable precautions. The customer shall, in particular store a supplied original data carrier at a location secured against unauthorised third party access.

8.2. If the customer has employees, the customer shall inform them that they are to comply with these terms and conditions of contract. The customer shall, in particular, call on its employees not to make any unauthorised duplications of the Contractual Software.

8.3. If an employee of the customer nevertheless violates these terms and conditions of contract, the customer shall, to the best of its ability, collaborate on clarifying the violation. The customer shall, in particular, notify D.O.G. of the violation without delay.

9. Handover and passing of risk
9.1. In the absence of agreements to the contrary, D.O.G. may handover the performance items to the customer including by way of electronic transmission or by providing data to be downloaded. If the performance items are made available for downloading, D.O.G. shall notify the customer of such provision, including where such data can be downloaded.

9.2. In cases in which the performance items are transmitted electronically, the risk of accidental loss shall pass from D.O.G. to the customer upon receipt of the tele-service commissioned by D.O.G.to further dispatch the performance items.

9.3. In cases in which the performance items are made available for downloading, the risk of accidental loss shall pass to the customer upon the provision and notification of the customer in that respect.

10. General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH
The General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH apply on a supplementary basis.

Status September 2018
D.O.G. Dokumentation ohne Grenzen GmbH
Neue Ramtelstr. 12
D-71229 Leonberg

Special Terms and Conditions of Contract for the Creation of Software by D.O.G. Dokumentation ohne Grenzen GmbH

1. General information
1.1. The following conditions apply to the creation of software by D.O.G. Dokumentation ohne Grenzen GmbH (“D.O.G.”) subject to payment of remuneration.

1.2. Terms and conditions of business of the customer to the contrary shall not become an integral part of the contract unless they are expressly acknowledged in writing by D.O.G.
The rendering of services by D.O.G. does not constitute any recognition of terms and conditions of business of the customer. These conditions also apply to follow-up transactions regardless of whether or not reference is expressly made to these conditions for each individual follow-up transaction.

2. Subject matter of contract
2.1. D.O.G. Dokumentation ohne Grenzen GmbH (“D.O.G.”) shall create software for the customer in accordance with the performance description taken as a basis for entering into the contract (see paragraph 2.2).

2.2. The content and scope of the specific performance obligations resulting from D.O.G.’s contractual relationship with its customers arise from the performance description contained in the written offer, the confirmation of order or the contract entered into in writing by D.O.G. and the customer and in conjunction with these Special Terms and Conditions of Contract and the supplementary General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH, which form the basis of the contractual relations between the customer and D.O.G.

2.3. The duplication item of the programmes to be surrendered to the customer by D.O.G. does not contain the object code.

2.4. Analysis, planning, consulting or training services are not the subject matter of this contract, and D.O.G. is not required to render such services.

3. Collaboration on the part of the contracting parties
3.1. The customer shall inform D.O.G. in full and in detail of its technical and functional requirements for the software and handover to D.O.G. in good time all documents, information and data required to create the programmes.

The performance description is based on the customer’s technical and functional requirements stated by the customer. The performance description conclusively reflects the software quality to be provided. Amendments to the performance description shall only be made in accordance with paragraph 3. D.O.G. shall render analysis, planning and consulting services in conjunction with the performance description as well only on the basis of a separate contract.
3.2. The customer and D.O.G. shall each appoint a project manager as contact persons who are to bring about the decisions without delay associated with the execution of the contract, and furnish the necessary information. D.O.G. is to call on the services of the contact person appointed by the customer where necessary to execute the contract. The project managers’ decisions are to be recorded in writing.

4. Procedure for performance changes
Both contracting parties may propose changes to the performance description (see paragraph 2.2). The following procedure is agreed upon in that respect:

4.1. D.O.G. shall view a suggestion for change by the customer and notify the customer whether or not a comprehensive review of such a suggestion for change is necessary.

4.2. If a comprehensive review of the suggestion for change is necessary, D.O.G. shall notify the customer within a reasonable period of the likely required period in that respect and the remuneration.
The customer shall request or reject the review order within a reasonable period of time.

4.3. If a comprehensive review of the suggestion for change is not necessary, or the commissioned review has been completed, D.O.G. shall either
a) Notify the customer that the suggestion for change cannot be implemented for D.O.G. as part of the
agreed services, or
b) Make the customer a written offer for implementing the changes (change offer). The change offer contains, in particular, the changes to the performance description and their effects on the performance period, the planned dates and the remuneration.

4.4. The customer shall either reject the change offer or accept it in writing within the acceptance period (binding period) stated therein.

4.5. D.O.G. and the customer may agree that services affected by a suggestion for change shall be interrupted up until the end of the review or, where a change offer is made, up until expiry of the binding period.

4.6. Up until acceptance of the change offer, the work on the basis of the contractual agreements in place to date shall be continued. The performance periods shall be extended by the number of calendar days on which the work was interrupted in conjunction with the suggestion for change or its review. D.O.G. can request appropriate remuneration for the duration of the interruption apart from, insofar, D.O.G. utilises its employees affected by the interruption elsewhere or has maliciously refrained from doing so.

4.7. In the absence of agreements to the contrary, the change procedure shall be documented, at the request of D.O.G., in writing or text form on a form of D.O.G. Any change to the performance description is to be agreed upon in writing.

4.8. Paragraphs 4.2 to 4.7 apply accordingly to suggestions for change by D.O.G.

4.9. Suggestions for change by D.O.G. are to be directed to the customer’s project manager.

5. Utilisation rights and protection against unauthorised use
5.1. In the absence of agreements to the contrary, D.O.G. shall grant the customer upon payment in full of the due remuneration the non-exclusive right to use the performance items for the permanent proposed contractual intended use at its company.
The customer may assign to third parties its granted right to the services rendered by D.O.G. only by way of giving up its own rights in full.

5.2. In other respects, D.O.G. shall retain all rights.

5.3. D.O.G. is entitled to adopt appropriate technical measures against non-contractual use. The use of the software in an alternative or successor configuration may not be considerably hampered as a result.

5.4. D.O.G. may cancel the customer’s right of use if the customer substantially violates use restrictions or other regulations on protection against unauthorised use (see also paragraph 6.9).

6. Obligations on the part of the customer
6.1. The customer undertakes to support D.O.G. where necessary and establish all preconditions necessary for the proper execution of the order.
At the request of D.O.G., the customer shall gratuitously make available sufficient staff and equipment. The customer does not have a claim to the rendering of services at its business establishment.

6.2. The customer shall ensure that expert personnel are available, by way of accompanying the project, to support D.O.G. and from handover for the quality review (see paragraph 7.1) and for the use of the software.

6.3. At the request of D.O.G., the customer shall make available in machine-readable form suitable test cases, test data and a test environment for the quality review. If the customer fails to handover such test cases, test data or provide a test environment, D.O.G. may itself select and create suitable test cases and data subject to additional remuneration.

6.4. The customer undertakes to download software made available in that respect following notification of the provision and the download location.

6.5. The customer is to provide written notification of defects in a coherent and detailed form by stating any information that is expedient in respect of identifying the defect. In that respect, the work steps that led to the occurrence of the defect, the effects and the frequency of the defect are, in particular, to be stated. Furthermore, the customer is to describe the software and hardware environment, denote the existing software versions and make available example filed in reproducible form. In the absence of agreements to the contrary, the corresponding forms and procedures of D.O.G. shall be used in that respect.

6.6. Where necessary, the customer is to support D.O.G. in rectifying defects, in particular facilitate remote access to the customer system and make other analysis material available.

6.7. The customer shall notify D.O.G. without delay of changes to the use conditions following the handover.

6.8. In the absence of agreements to the contrary, the customer shall store at its business establishment all documents, information and data handed over to D.O.G. so that these can be reconstructed in the event of damage to or loss of data carriers.

6.9. The customer may not take any action that could aid and abet unauthorised use. The customer may not, in particular, attempt to decompile the software apart from cases in which the customer is entitled to do so. The customer shall notify D.O.G. without delay if it becomes aware that unauthorised access is threatened or has occurred at its business establishment.

7. Handover and passing of risk
7.1. In the absence of agreements to the contrary, D.O.G. may handover the performance items to the customer including by way of electronic transmission or by providing data to be downloaded. If the performance items are made available for downloading, D.O.G. shall notify the customer of such provision, including where such data can be downloaded.

7.2. In cases in which the performance items are transmitted electronically, the risk of accidental loss shall pass from D.O.G. to the customer upon receipt of the tele-service commissioned by D.O.G.to further dispatch the performance items.

7.3. In cases in which the performance items are made available for downloading, the risk of accidental loss shall pass to the customer upon the provision and notification of the customer in that respect.

8. Quality review by and warranty claims of the customer
8.1. The customer shall inspect without delay all performance items that are handed over, in particular software or operational parts of the software agreed upon as a partial delivery, at the latest within seven (7) calendar days, to ensure that they are fault free and, in particular, are of the agreed quality. To that end the customer shall use practical and suitable test cases and data for software. D.O.G. may harmonise the test procedure with the customer provided it accompanies and supports the quality review on site.

8.2. The customer shall without delay provide proper notification, during or following the quality review, of any defects that are identified, at the latest seven (7) days after identifying such defects (see paragraph 6.5).

8.3. In addition, the commercial obligation to inspect and provide notification of defects (Section 377, HGB (German Commercial Code)) applies.
8.4. D.O.G. provides a guarantee such that the performance items shall be of the quality as per agreement when used as set out in the contract. Paragraph 4 of the General Terms and Conditions of Contract of D.O.G., in particular, applies to material defects while, in particular, paragraph 5 of General Terms and Conditions of Contract of D.O.G. applies to defects in title.

8.5. The customer shall only have warranty claims if reported defects can be reproduced or can be otherwise proven. Paragraphs 6.5, 8.2 and 8.3 apply, in particular, to the notification of defects.

8.6. If the customer is entitled to assert warranty claims, this shall initially only apply as a right to subsequent performance within a reasonable period. Subsequent performance comprises, at the discretion of D.O.G., either subsequent improvement or the provision of new software. The customer’s interests shall be taken into consideration accordingly in the case of exercising discretion.

8.7. If the subsequent performance fails or if it is not to be implemented for other reasons, the customer may, subject to the legal preconditions, reduce the remuneration, withdraw from the contract or claims for damages or reimbursement of expenses as part of paragraph 2 of the General Terms and Conditions of Contract of D.O.G. If the subsequent performance is delayed, paragraph 2.5 of the General Terms and Conditions of Contract of D.O.G. shall apply to claims for damages and reimbursement of expenses of D.O.G.
Paragraph 6 of the General Terms and Conditions of Contract of D.O.G. apply, in particular, to claims for damages and reimbursement of expenses. The customer shall exercise an option to which it is entitled regarding such warranty claims within a reasonable period, normally within 14 calendar days.

8.8. D.O.G. may request remuneration for its effort provided
a) It acts based on a report although a fault does not apply apart from cases in which the customer could not identify, by way of reasonable effort, that a fault did not apply, or
b) A reported malfunction cannot be reproduced or is not otherwise proven as a defect, or
c) Additional effort is required because of failure by the customer to properly honour its obligations (see also paragraph 6).

8.9. Processing claims asserted by the customer regarding impairment of performance only leads to a suspension of the period of limitation under the statutory preconditions. As a result, the period of limitation does not, in particular, commence afresh. Subsequent performance (new delivery or subsequent improvement) can exclusively exert an influence on the limitation period of the fault triggering the subsequent performance.

9. General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH
The General Terms and Conditions of Contract of D.O.G. Dokumentation ohne Grenzen GmbH apply on a supplementary basis.

Status September 2018
D.O.G. Dokumentation ohne Grenzen GmbH
Neue Ramtelstr. 12
D-71229 Leonberg

General Terms and Conditions of Business of D.O.G. Dokumentation ohne Grenzen GmbH for Placing Orders for Translations (General Terms and Conditions of Business – Placing Orders for Translations)

Section 1 Scope

1. Solely our General Terms and Conditions of Business (General Terms and Conditions of Business – Placing Orders for Translations) apply to all our translation orders with translators (“Contractors”). We do not acknowledge general terms and conditions of business of the Principal that are contrary to or different from our General Terms and Conditions of Business – Placing Orders for Translations unless we had expressly agreed to the validity of such terms and conditions in writing. Our General Terms and Conditions of Business – Placing Orders for Translations shall also apply if we unreservedly accept the Contractor’s performance including if we are aware of the Contractor’s conditions that vary from or are different to our General Terms and Conditions of Business Placing Orders for Translations.

2. All agreements, including amending and supplementing such agreements, entered into by us and the Contractor are subject to the written form (including fax and e-mail). Correspondence is to be maintained with the Production Department.

3. In the absence of provisions to the contrary, our General Terms and Conditions of Business – Placing Orders for Translations shall not apply if the Contractor is an entrepreneur (Section 14 BGB (German Civil Code), a legal person under public law or special public funds.

4. Our General Terms and Conditions of Business – Placing Orders for Translations also apply to all future business transactions with the Contractor.

Section 2 Entering into a contract

1. Offers are to be submitted in writing and are free of charge for us. Only orders received in writing are legally binding. In the case of entering into a business transaction that is not subject to any formal requirements, our order shall be deemed a commercial letter of confirmation.

2. The Contractor undertakes to accept our order (offer) within a period at most of one week by way of written confirmation or unreservedly execute the order (acceptance). Delayed acceptance shall be deemed a new offer and shall be subject to our acceptance.

Section 3 Fee

1. The price stated in the order is deemed a fixed price plus the respective, statutory, value added tax. Any price change shall be subject to our prior, written, approval. Additional quantities and/or amendments regarding the performance shall only be remunerated if a written addendum agreement has been entered into in that respect prior to such a performance.

2. Prices are to be determined “ex works” or free at the stated address for shipment.

3. The agreed price shall fall due for payment within 30 calendar days from delivery of the work in full and receipt by us of the invoice. If we effect payment within 14 calendar days, the Contractor shall grant us a 2 % trade discount on the net invoice amount. A request for payment is to be issued in writing.

4. We can only process invoices if the order number stated in the order is stated in the invoice. The Contractor shall be responsible for any consequences due to the failure to honour this obligation provided the Contractor does not furnish proof that he is not responsible.

5. We are entitled to set off and retain as specified by law.

Section 4 Performing a contract

a. Personnel
The Contractor shall only use personnel to perform the contract who have the necessary qualifications and experience and have been accepted by us.

b. Electronic file format
The texts that are to be translated, edited, professionally reviewed or amended shall be made available to the Contractor by us in electronic form. Prior to accepting the order, the Contractor is to ensure that he is in a position to file the work in the file format stated in the order. In the absence of agreements to the contrary between us and the Contractor, the completed work is to be filed in the format of the source text.

c. Quality requirements
Each order is to be performed by the Contractor in full and in accordance with the instructions set out in the order and in the performance description. The filed target texts must have been thoroughly edited and professionally reviewed so that we can directly forward them. The Contractor must, inter alia, ensure that the following apply:
– All our special instructions are followed;
– The target text is complete (neither unjustified omissions nor unjustified supplements are permitted);
– The source text is reproduced precisely and coherently in the target text;
– Terminology: terminology compliance with the customer’s terminology, our terminology lists, the terminology conventions of the specialist field or other terminology taken as a basis, where applicable with consideration given to expedient reference documents, consistent use of terminology throughout the translated text.
– Grammar: fault-free target text in respect of syntax, style, punctuation, spelling, diacritical marks; no other grammatical errors;
– Lexis: lexical cohesion, correct phraseology.
– Style: compliance with our or the customer’s style guidelines; use of appropriate linguistic register and choice of correct language version.
– Local conventions: consideration given to local and regional conventions and standards.
– Retaining the formatting of the source text (where applicable including codes and tags) provided not agreed to the contrary;
– Usability of the translation for the intended target group and purpose.

Section 5 Delivery time, force majeure, default in delivery and contractual penalty

1. Delivery periods and dates have binding force for the Contractor. If the Contractor fails to render his service within the agreed delivery time, or delays performance, we shall be entitled to the statutory claims, in particular withdrawal from contract and damages.

2. The Contractor undertakes to inform us in writing without delay if circumstances occur or are identified which mean that the agreed delivery periods and dates cannot be complied with.

3. In the case of overrunning the performance period as a result of force majeure, we may request that the Contractor render the service at a later date at the originally agreed conditions or, following expiry of a reasonable additional period, we may withdraw in full or in part from the contract or terminate it.

4. The failure on our part to provide necessary documents, data, materials and the like shall only rule out default on the part of the Contractor if the Contractor issued a written reminder in that respect and did not receive these items within a reasonable period.

5. If the Contractor delays performance, we may request payment of a contractual penalty in the sum of 0.5 % of the agreed net price for each day on which the delay applies. However, in total the contractual penalty shall at most be 10 % of the agreed net price. We are entitled to impose the contractual penalty in addition to performance and as a minimum amount of claims for damages payable by the Contractor in accordance with the statutory requirements. This does not affect asserting a claim for further-reaching damage. If we accept the delayed performance, we may only impose the contractual penalty if we have stated a corresponding reservation to the Contractor within 10 workdays form acceptance of the delayed performance.

Section 6 Acceptance

1. Prior to acceptance we shall be entitled to review the work to identify errors within a period of 15 days following receipt.

2. We shall expressly inform the Contractor of acceptance in writing or by way of unconditional payment. Acceptance shall not be replaced by way of earlier use.

Section 7 Guarantee

1. The Contractor guarantees that the work complies with our quality requirements in accordance with the above Section 4.

2. We are entitled to the statutory warranty claims without restrictions. In any case, we are entitled to request that the Contractor rectifies defects or files a new work at our discretion. The right to compensation, in particular the right to compensation instead of performance, is expressly reserved.

3. We are entitled to rectify defects at the Contractor’s cost if the Contractor is in default.

Section 8 Period of limitation

1. The contracting parties’ mutual claims shall fall under the statute of limitations in accordance with the statutory requirements.

2. The period of limitations of the warranty claims shall also be suspended if the Contractor reviews the existence of an error. The suspension of the limitation period shall end when the Contractor informs us in writing that the discussion has been completed and the outcome of the review is forwarded or the Contractor refuses in writing to continue rectifying the errors. Restoring the discussion, review or rectification of errors shall again result in the suspension of the limitation period.

Section 9 Copyright – third party property rights

1. The parties agree that the Contractor works as a link of a structured process in the performance chain, and therefore cannot make use of authorship of the finished product that we supply to our customers.

In other respects, the Contractor grants us the exclusive utilisation right to his work on all, including unknown, types of use. The utilisation right is not limited in terms of geography, time or content. The remuneration in that respect is deemed settled by way of the fee in accordance with the above Section 3. The Contractor waives the right to being stated by name within the meaning of Section 13 UrhG (German Copyright Act).

2.a The Contractor guarantees that no third party rights in conjunction with his work shall be violated within the Federal Republic of Germany and the European Union. The same applies to the violation of other foreign industrial property rights and copyrights if the performance is used as per agreement abroad and the supplier was aware of this when the order was placed.

b. If a third party takes legal action against us as a result, the Principal undertakes to render us exempt from such claims from the first written request. We are not entitled to enter into any agreements with the third party, without approval by the Contractor, in particular we are not entitled to enter into a composition arrangement.

c. The Contractor’s obligation to render us exempt applies to all expenses that we necessarily incur as a result of or in conjunction with the legal action taken against us by a third party.

Section 10 Secrecy

1. All information and documents that are disclosed to the Contractor by the Principal, in particular the content, origin and scope of texts, documents and translation memories that are surrendered to the Contractor to create the translation, and all other disclosed details apply as “confidential information”.

The same applies to the texts, documents and translation memories etc. created or processed by the Contractor in accordance with our requirements. The Contractor is to mark these with the note: “for D.O.G.”.

2. The Contractor undertakes to maintain strict secrecy regarding any confidential information. The Contractor is to prevent unauthorised forwarding, utilisation or publication by taking the greatest possible care. The Contractor shall only be permitted to disclose confidential information following our express, prior, and written approval. The obligation to maintain secrecy shall also apply once the orders have been processed.

3. Confidential information may only be forwarded to employees and subcontractors who must be familiar with such information to execute the contract. The Contractor is to ensure that his employees and subcontractors are similarly placed under obligation to maintain secrecy.

4. Where confidential information is to be disclosed in accordance with an order of a competent court or an administrative or government authority, the Contractor is to notify the Principal without delay in writing of such an order and give the Principal the opportunity to dispute the necessity of disclosure or file an application for a reasonable secrecy order.

5. All confidential information that we have surrendered to the Contractor to execute the contract shall remain our property or the property of our own customers as justified third parties. Once the order has been processed they are to be returned to us without request or, provided they are available in electronic and/or digital form, they are to be destroyed.

6. The obligation to maintain secrecy also includes, in particular, the identity of our customers and the business relations maintained with us, including all conditions of this contract.

Section 11 Customer protection

1. The Contractor undertakes to provide customer protection for the Principal. The Contractor undertakes neither to directly nor via third parties establish contact with the Principal’s customers, of whom he has become aware both as a result of the provision and the content of the order, with a view to entering into a contract.

This obligation also applies to companies affiliated with the Principal and the Contractor by way of company law. Companies affiliated with the customer by way of company law are also deemed customers.

2. The customer protection refers to

(a) The territory of the Federal Republic of Germany,
(b) The territory of the countries Switzerland, Denmark, Sweden, Finland, Luxembourg and Belgium.

3. If an order is not brought about between the Contractor and the customer as a result of culpable violation of sub-section 1, sentence 2, the contractor shall pay to the Principal a contractual penalty in the sum of 5 percent of the turnover generated by way of the violation, at least EUR 1,000. The Principal may assert a claim for damages that extends beyond this.

4. The customer protection commences upon entering into contractual negotiations for the placing of orders for translations and shall expire 2 years following the last filing of a translation by the Contractor.

Section 12 Right of retention and setting off

1. A right of retention on the part of the Contractor regarding possible claims is excluded unless the right of retention is based on the same contractual relationship.

2. The Contractor shall only be permitted to set off against claims to which we are entitled insofar as a claim is set off that is not contested, i.e. it has been acknowledged in writing or has become res judicata.

Section 13 Termination

This does not affect the termination right, including the legal consequences, in accordance with Section 649 BGB.

Section 14 Professional liability insurance

The Contractor is to enter into and maintain a professional liability insurance policy with a flat rate amount covered of at least EUR 1 million for each case of personal / material damage. On request, the Contractor is to furnish us with proof of the existence of the insurance cover.

Section 15 Place of performance, choice of law, place of jurisdiction and miscellaneous

1. In the absence of agreements to the contrary in the order, the delivery address we state shall be simultaneously deemed the place of performance.

2. Where the Principal is a merchant or does not have a general place of jurisdiction in the Federal Republic of Germany, the court with jurisdiction for our principal place of business shall be deemed the place of jurisdiction. However, we are also entitled to bring legal action at the court with jurisdiction for the Contractor’s place of residence. This provision does not affect compulsory statutory provisions in respect of sole jurisdictions.

3. Solely the law of the Federal Republic of Germany applies to these General Terms and Conditions of Business – Placing Orders for Translations and all legal relations between the Contractor and us.

4. In the event that a provision of this contract is or becomes invalid, this shall not affect the validity of the other provisions.

Annex:

DEFINITIONS

1. SOURCE TEXT
“Source text” is the text in the source language that is to be translated into the target language, proofread and professionally reviewed or amended.
2. TRANSLATION
“Translation” is the written translation of a text, available in the respective source language, into the target language specified in the contract. For the purposes of this contract, “target text” is to be understood to mean the proofread and professionally reviewed outcome of the translation.
3. TARGET TEXT
“Target text” is the outcome of the translation, proofreading, professional review and/or amendment in the target language specified in the contract.
4. REVIEW/EDITING
“REVIEW” is the systematic matching of the source text and target text prior to filing. This is aimed at ensuring that the target text is a precise and coherent reproduction of the source text and that it meets the quality requirements set out in the performance description and that there are no unjustified discrepancies between the source text and target text. Controlling therefore includes all amendments required in that respect.
5. PROFESSIONAL REVIEW
“Professional review” is the review of a target text in respect of the fitness for purpose and compliance with language conventions that apply to the specialist field specified in a contract. It also comprises all amendments required to that end.
6. AMENDMENT
An “Amendment” is the translation of amended text passages and incorporating these in a text that has already been translated and proofreading or professionally reviewing such a text.
7. TERMINOLOGY
“Terminology” are the relevant designations that describe the terms of the specialist field of this contract.
8. WORK
“Work” within the meaning of this contract is the completed translation.