General Terms and Conditions (GTC)

A.C.T. GmbH (Version 2022)

General provisions 

These General Terms and Conditions (GTC) apply to all business transactions between A.C.T. GmbH (hereinafter referred to as Supplier) and its Principals. Supplier offers its services exclusively to legal entities or natural persons who are not consumers within the meaning of Section 13 BGB (German Civil Code). By placing an order, Principal acknowledges and accepts the GTC, which shall be valid for the entire duration of the business relationship. This shall only apply for Principals who are not entrepreneurs within the meaning of Section 14 BGB, legal entities under public law or special funds under public law (e.g. private associations), if Principal has been made aware of these GTC and has been given the opportunity to review them. The GTC shall apply equally to future business transactions. Any deviating terms and conditions of purchase and other terms and conditions of Principal are hereby expressly rejected. 

 

1. Placing an order 

Unless otherwise agreed, Principal shall place or transmit translation orders in text form, electronic form, or both. To that end, Principal shall notify Supplier of the source and target format. 

Principal shall inform Supplier of the target language of the text as well as terminology requests if applicable and the requested delivery date. 

Principal shall inform Supplier about any special formats in which the translation is to be provided (e.g. delivery on data media, number of copies, form of the translation, exposure films, etc.). The purpose of use of the translation (certification, publication etc.) shall also be specified. If the translation is meant to be printed, Principal shall provide Supplier with a copy for proofreading and correction. Principal shall provide Supplier, unsolicited and in good time, with all background information and documents required to complete the translation (specialist terms that are known to Principal in glossary form, illustrations, drawings, explanations of abbreviations, specification of the target country, etc.). 

If Principal fails to fulfil these obligations, Supplier shall provide the translation for normal use and in accordance with generally accepted practices for such translations. 

 

2. Scope of services/Executing the assignment 

Unless separate agreements have been made regarding the requirements of the translation’s quality, or any specific requirements are apparent due to the nature of the order, Supplier shall carefully translate the text to the best of its knowledge and belief, completely, and with the correct meaning and grammar. 

After Principal submits a text, Supplier shall reproduce that text properly and professionally in another language, and shall ensure that the translation’s content is not abbreviated, supplemented, or otherwise changed. 

Supplier may use entities who are not party to this agreement (‘nonparties’) to execute any order. Unless Supplier grants prior consent, Principal shall not communicate with any such nonparty. 

If required, Supplier shall create a customer-specific terminology database for Principal. This database shall be the property of Supplier. 

 

3. Delivery date 

The delivery date Principal requests when placing the order shall be deemed agreed if Supplier confirms it in a written order confirmation. The order confirmation is normally sent electronically in an email. 

Supplier shall contact Principal without undue delay if the text to be translated is illegible or incomplete, information needed for the translation is lacking, or the requested delivery date cannot be adhered to. 

Principal is obliged to accept possible partial deliveries under the agreed terms. 

 

4. Offer and invoicing 

Unless otherwise agreed, all offers and prices offered by Supplier shall be non-binding and subject to change unless they have been confirmed by Supplier in text form. 

Unless otherwise agreed, Supplier shall invoice Principal for the fee immediately after the translation is completed. The invoice shall be made out in euros, plus the statutory value-added tax, which currently amounts to 19%. 

 

5. Sending the invoice 

Invoices shall be forwarded electronically with the completed translation services order. Principal agrees to receive the invoice as a file attached to an email. 

 

6. Payment conditions 

Principal shall pay Supplier’s fee by transfer within 14 days of receipt of the invoice without any setoff or retention. 

 

7. Default in payment 

If the payment is late, Supplier may, after granting a reasonable grace period that expires to no avail, withdraw from the contract or demand damages due to nonperformance. Supplier may also withhold all outstanding deliveries or demand prepayments for them, after making an announcement to that effect. After entering arrears, Principal shall on request return to Supplier any delivered services or goods whose title is still retained. If Principal defaults, Supplier may also charge the loan interest that banks typically charge, beginning with the first day of default. 

 

8. Retention of title 

The work results shall remain the property of Supplier until all relevant payment claims have been satisfied in full. Principal shall be entitled to a right of use only after payment has been received in full. 

If Principal sells the product to third parties, Supplier reserves the right to notify the respective third party of Supplier’s outstanding claim for payment and the resulting illegality of the use of the relevant product and to potentially demand payment of all outstanding amounts and resulting expenses. 

 

9. Shipping and transmission 

The shipment or electronic transmission are made at the risk of Principal. 

 

10. Warranty/Complaint/Copyright infringement 

If Principal complains of a defect in the translation, Principal shall describe that defect to Supplier precisely and give Supplier the chance to cure the defect or provide supplementary performance. No additional costs shall be incurred by Principal in this respect. 

If the text is meant to be published, Principal shall inform Supplier thereof. If Principal fails to indicate that the translation is meant to be published or printed, or if Principal fails to send Supplier a copy for proofreading and correction before the publication or printing, or if Principal publishes or prints the translation without Supplier’s approval, Principal shall bear any defect. Supplier shall not be held responsible for this. 

If any claims are asserted against Supplier because a translation breaches copyright, or if any nonparty claims are asserted, Principal shall fully indemnify Supplier against any liability. The same shall apply to copyright infringement. 

 

11. Disruptions, force majeure, network and server errors, viruses 

If Supplier’s business operations are hindered or disrupted beyond its control, Supplier will not be liable for any damage arising thereby; such disruptions include without limitation force majeure (such as natural events and traffic disruptions), network and server errors, and any other line or transmission problems. In those exceptional cases, Supplier may withdraw from the contract in part or in full. Neither will Supplier be liable for damage caused by viruses. 

Supplier’s EDP systems are scanned for viruses periodically. When files are delivered, Principal shall have a final virus scan performed on the transmitted data and text files. Supplier will not acknowledge any claims for damages in this regard. 

 

12. Liability  

Supplier shall not be liable for the respective translation being admissible and suitable for Principal’s intended purpose. In this respect, the legal risk of usability or publication shall be borne exclusively by Principal. 

Supplier shall not be liable for delays or defects in execution caused by incorrect, incomplete, misleading and illegible information provided by Principal. 

In all other respects, Supplier shall only be liable for damage caused by intentional or grossly negligent breaches of duty by Supplier, its legal representatives or vicarious agents. This shall apply accordingly in the event of a breach of pre-contractual or ancillary contractual obligations, as well as in the event of damage caused by a defect or consequential damage caused by a defect. This exclusion of liability shall not affect Supplier’s liability under the Product Liability Act (ProdHaftG) and in the event of damage due to injury to life, limb or health. 

Supplier shall not be liable for Principal’s loss of profit. 

In the event of slight negligence, liability shall be limited to three times the invoice value of the delivery or service causing the damage and to a maximum of €50,000.00. The liability for damages mentioned herein shall always be limited to typical, direct damages foreseeable at the time of conclusion of the contract. 

Principal shall have comprehensive obligations to cooperate. Principal undertakes to check that each service supplied by Supplier is free from defects and useable in the specific situation before utilising the performance. Supplier shall not be liable for consequential damages, such as defective printing, if Principal fails to fulfil its obligation to cooperate comprehensively and in a timely manner. 

 

13. Nondisclosure

All texts are treated confidentially. Both during and after the contract period, Supplier shall not disclose any circumstances that it learns about in connection with its activity for Principal. 

Due to the order, Supplier or its employees or both will have access to business data, personal data or both concerning Principal and additional groups of people (such as Principal’s customer data or employee data). Permission to process or use those data refers exclusively to the performance of the activities commissioned by Principal. 

Obligations to maintain data protection 

Whenever Supplier and its employees process or use personal data, Supplier shall observe the provisions of the General Data Protection Regulation (GDPR) as listed in the Contract on Commissioned Data Processing. 

Obligation to maintain confidentiality 

Supplier and its employees are obliged: 

  • To only use for the agreed purposes and keep confidential from third parties, all information (both technical and business-related) which it receives from Principal or becomes aware of during the contractual term, including data and information which comes into existence during fulfilment of the order. The nondisclosure obligation will survive this contract’s termination unless the information, data, and data storage devices otherwise become generally known or Principal dispenses with their confidential treatment in writing. 
  • Unless Principal’s prior written consent is obtained, Supplier shall not make any copies, excerpts, consolidations, or other exploitations of the transmitted data and information, or the data and information that arises while the order is being fulfilled, including for Supplier’s own purposes. 
  • Supplier shall notify Principal or its data protection officer of any suspected or known impairments to confidentiality within the scope of Supplier’s shared use. 

14. Applicable law; Place of performance; Forum  

The contract relationship and additional business relationships between Supplier and Principal shall be governed exclusively by the law of the Federal Republic of Germany under the exclusion of international sales law. To the permissible extent, the exclusive place of jurisdiction and place of performance for all disputes for both contracting parties shall be the place of business of Supplier, currently Mönchengladbach, Federal Republic of Germany. 

 

15. Final provisions 

No oral side agreements have been made. 

Any amendments to this agreement must be in written form. 

Finding a provision of this agreement to be ineffective, now or in the future, will not invalidate its remaining provisions. The parties shall replace any ineffective provision with an effective one that comes closest to achieving the economic purpose of the replaced provision. 

Updated: March 2022