Terms always come
General terms and conditions
WIENERS+WIENERS GmbH General Terms and Conditions of Business
I. Scope of coverage and general provisions
- The following General Terms and Conditions of Business apply exclusively for all legal business transactions between the Client and WIENERS+WIENERS GmbH (herineafter: ‘W+W’).
- Any conditions, special agreements or side agreements which contradict or deviate from the present General Terms and Conditions of Business shall only be valid if W+W has provided express written confirmation of their acceptance. Agreements made individually with W+W (including side agreements, additions and amendments) shall take precedence over the present General Terms and Conditions of Business. For the content of such an agreement, a written contract or the express written approval from W+W shall prevail, subject to proof of the contrary.
- W+W reserves the right to amend and/or make additions to the present General Terms and Conditions of Business without stating reasons. The Client shall be notified of any amended conditions at least two weeks before these come into effect. If the Client does not object within two weeks, the amendments shall be considered accepted.
- W+W reserves the right to wholly or partially refuse to process a project. This applies in particular to cases in which projects contain illegal content or offend common decency, or in which processing the project to an appropriate standard seems unreasonable within the timeframe given by the Client due to its difficulty or scope.
II. Scope of service
- The scope of the services performed by W+W shall be determined through a binding order, which the Client shall provide to W+W in writing.
- If the Client has not issued any specific instructions (briefing), the form and language of the original project shall be followed. W+W shall only be responsible for specific interpretations of the complete project, or any part thereof, as well as interpretations of a text within a project based on specific reference materials, if W+W has been provided with an express written statement from the Client indicating this.
- Translations shall be completed using standard lexicographical and comprehensible language. If no instructions and/or additional information have been provided by the Client, technical expressions shall also be translated and/or edited using standard lexicographical and comprehensible language.
- The Client is responsible for ensuring that the projects provided by the Client do not infringe on any competition, trademark or proprietary name rights and/or are not objectionable for any other reason.
III. Fees and terms of payment
- The fees for W+W’s services are based on the currently valid price lists. The layout of texts, as well as the proofreading of documents on-screen, shall be charged on the basis of actual time expended. Prices do not include any applicable value-added tax (VAT).
- Unless otherwise stated in the order confirmation, W+W’s fee is payable, without deductions, and including any incurred bank fees (if applicable), within 14 (fourteen) days of the invoice date. In case of delayed payment, legal regulations shall apply.
- The Client’s right to offset payments shall only exist if the Client’s counterclaim has been validated by a court of law, has not been contested or has been unequivocally accepted by W+W.
- If no specific deadline has been agreed between the parties to the contract, then the delivery of the reworked project materials shall be sent within a period deemed reasonable for the accurate and careful completion of the project.
- Delivery times shall be binding only if they have been expressly agreed upon. In all other cases, delivery times shall be considered non-binding guidelines. Delivery times are calculated based on working days (excluding Saturdays).
- Unless the parties have agreed otherwise, W+W shall be authorised to send the corrected, edited or translated texts to the Client via email or fax.
- The deadline shall be considered fulfilled if the reworked project materials are sent at such a time that, with the usual transit times for the mutually agreed-upon delivery method taken into consideration, the Client should have received them by the deadline. W+W shall not be liable for any delays due to force majeure or to reasons beyond its control.
- If the Client sets a reasonable grace period after the occurrence of a default, the Client shall be entitled to withdraw from the contract if the grace period passes without resolution. Compensation in place of services will only be paid by W+W to the Client in case of wilfully or grossly negligent behaviour, or if negligence led to a breach of a principle contractual obligation. In cases of gross negligence on behalf of W+W, W+W’s liability is restricted to foreseeable, typically incurred damages.
- Pursuant to Section IV (5), the limitation of liability does not apply to a commercially fixed deal. The same applies if the Client can claim that, as a result of W+W’s delay, the Client no longer has any interest in fulfilment of the order. In this case, the liability is limited to foreseeable, typically incurred damages.
- If the Client withdraws from the contract, without W+W giving the Client any reason to do so, the Client shall be required to pay all charges incurred for project fees up to the point of withdrawal, which, at a minimum, shall amount to 50% of the agreed order value, unless the Client is able to demonstrate that W+W’s actual expenses were lower.
V. Liability for errors
- The Client’s claim of an error assumes that the Client has, upon receipt of the revised project materials from W+W, immediately inspected the materials and has promptly provided a detailed written reference of contest to W+W concerning any obvious errors or informing W+W of any hidden errors after they have become apparent (§377 HGB, German Commercial Code).
- W+W shall be given due time to analyse any alleged errors.
- An error claim shall not exist if the error is trivial. Stylistic variations, which represent realistic and correct translations, are, in their nature, trivial and cannot be claimed as an error by the Client.
- If W+W acknowledges having made an error, W+W shall be entitled to supplementary performance, which, at W+W’s option, can be done either through correction or complete resubmission of the project. However, before the Client shall be able to make further claims or take legal action (through withdrawal, mitigation, damages, expense recuperation, own discretion, etc.), the Client shall be required to give W+W an appropriate grace period to submit a rectified version of the project, insofar as no other warranty terms have been agreed upon with W+W. If, after two unsuccessful attempts at improving the quality of the project have been made, it is not possible to rectify the project, the supplementary work is deemed unacceptable by the Client or W+W declines further supplementary performance, the Client shall be entitled to withdraw from the contract or reduce payment. Section VI shall apply when claiming damages or expense reimbursement.
- The statute of limitations for error claims is 12 months from the passing of risk, unless W+W has caused the damages through wilfully or grossly negligent behaviour. The legal statute of limitation in case of malicious concealment of an error remains unaffected.
- W+W shall not be liable for incorrect editing, translating or other activities if they are the result of incorrect, incomplete or illegible materials or otherwise faulty information provided to W+W by the Client.
VI. Compensation for damages
- W+W shall provide its services with the utmost care and diligence. However, if damages arise with regard to the contractual relationship with the Client, W+W shall only be liable in cases of wilful or gross negligence. Excepted from this are injuries to life, limb or health as well as violations of principal obligations typical to the contract. In cases of violations of principal obligations typical to the contract, W+W shall also be liable in cases of simple negligence, in which case W+W’s liability to pay damages shall be limited to foreseeable, typically incurred damages.
- The assertion of claims for damages and for expenses resulting from errors in the work performed is excluded if W+W, for reasons for which W+W is not responsible, is not able to offer supplementary performance.
- W+W is liable for loss or destruction of the project materials provided to W+W only if malicious or grossly negligent behaviour has been determined and only up to an amount not exceeding the material replacement value of the project materials
- Under no circumstances shall the liability of W+W exceed the legal requirements. Changes in the burden of proof are not connected with the rules set out in Section VI (1) to Section VI (4).
- If, in accordance with the present General Terms and Conditions of Business, W+W’s liability is limited or excluded, this shall also apply to W+W’s legal representatives, employees and vicarious agents, including if claims are made directly against these parties.
VII. Applicable law/jurisdiction/place of fulfilment
- The legal relationship between W+W and the Client shall be subject to German law.
- In cases of business transactions with traders, legal persons under public law, special funds under public law, and persons without a place of general jurisdiction within the Federal Republic of Germany, the court of jurisdiction shall be Hamburg, Germany. Mandatory legal provisions on exclusive jurisdictions remain unaffected by this.
- Place of fulfilment for delivery of services is W+W’s premises. For payment obligations, the place of fulfilment is Ahrensburg, Germany.
- If one or individual provisions of the present General Terms and Conditions of Business should become legally ineffective, the validity of the other provisions shall remain unaffected.