Chemistry Translations
General terms and conditions (July 2010)

Boogerd Chemisch Vertaalbureau
[Boogerd Chemistry Translations]

1. Definitions
“Company” means Boogerd Chemisch Vertaalbureau, its employees, and its subcontractors, where applicable.
“Client” means the party that has entered into a contract with the Company.
“Services” means the provision of translations, editing, consultancy, and other related services by the Company to the Client as shall be agreed upon by the two parties from time to time, and includes the delivery of translated texts in hard or soft copy, consultation by telephone or otherwise, and other associated deliverables.
“Work” means the translated or edited text, consultation and other associated deliverables.
“Conditions” means and includes all terms, provisions, and conditions as stipulated herein, or stipulated separately by express agreement between the Company and the Client.
“Rate” or “Fee” means the remuneration of the Services payable in accordance with these Conditions or other conditions as agreed upon by the Company and the Client.
“Offer” means an oral or written offer with a quotation regarding the provision of Services in accordance with these Conditions or other conditions as agreed upon by the Company and the Client.

2. Applicability of the General Terms and Conditions
(1) These General Terms and Conditions, hereinafter referred to as the "Conditions", shall apply to all offers made and all agreements concluded between the Company and a Client, to which the Company has declared these Conditions applicable.
(2) The present Conditions will also apply to all agreements concluded with the Company for the performance of which the involvement of third parties is needed.
(3) These conditions are the only conditions to which the Services provided by the Company are subject and shall override any other terms, conditions or stipulations, referred to, submitted or proposed by the Client, unless otherwise agreed to in writing by the Company.

3. Formation of the Agreement
(1) The agreement will be concluded upon receipt of a written acceptance by the Client of the offer made by the Company or - if no offer was made - by the written confirmation by the Company of a commission provided by the Client. Correspondence via electronic mail will be considered to constitute written correspondence, unless explicitly agreed otherwise.
(2) The Company may withdraw its quotation and the proposed term of delivery if the Company has not been able to review the full text before the offer was accepted by the Client.
(3) The Company may regard as its Client the person who has commissioned the Company, unless this person has indicated explicitly that he or she is acting upon the instructions, in the name of, or on behalf of a third party, always provided that this third party's name and address are concurrently provided to the Company. The Company considers the person who concludes the agreement with the Company authorized to do so.
(4) The Client shall be solely responsible for providing the Company with all necessary information, and in particular shall identify the purpose(s) for which the Services are intended. In the absence of identification of purpose(s), the Company shall be entitled to assume that the Services are intended for internal use by or at the Client's company. The Company does not accept any liability for damage, of whatever nature, if the information provided to the Company by the Client was incorrect or incomplete, even if such information was provided in good faith.
(5) The Company shall not be required to translate, typeset, interpret or print any matter, or provide any Services, which in its opinion is or may be of an illegal or libelous nature.
(6) If the Client fails to fulfill his obligations, and also in the event of the involuntary liquidation, suspension of payments or liquidation of (the company of) the Client, the Company is entitled to terminate the agreement in whole or in part, or to suspend performance thereof without any obligation to pay compensation. The Company is then entitled to demand immediate payment of the amount due.

4. Rates and payment terms
(1) The rate is based on an amount per word or per hour, in accordance with the offer or the written confirmation of the commission. All offers issued by the Company are made without any obligation.
(2) All rates and amounts are exclusive of BTW (Dutch VAT), unless explicitly stipulated otherwise. All duties, levies, and other charges, where applicable, shall be charged separately at the appropriate rates.
(3) The Company reserves the right to modify the offer or quotation under circumstances beyond its control, including, but not limited to, changes to the original specification submitted by the Client, and variations in the costs of labor and/or materials.
(4) Each partial delivery may be invoiced separately to the Client. Article 4 sub 5 of these Conditions shall apply by analogy.
(5) Invoices must be paid no later than thirty (30) days after the date of the invoice, and in the currency in which the invoice has been drawn up. The Client will be deemed immediately in default, without any further notice of default, upon expiry of this period of thirty (30) days, in which case the Client will also owe the Company the statutory interest over the invoiced amount from the date of default until the date of full payment. Extrajudicial collection costs may also be recovered from the Client.
(6) Should the above payment terms not be met, the Company reserves the right (without prejudice to any other rights or remedies) to suspend work immediately and to invoice the Client for all work partially or fully completed for the Client at that time. Should work then resume, all agreed delivery dates shall be retarded by at least the duration of time during which the work was suspended as a consequence of failure to observe the above payment terms.

5. Delivery date
(1) Services shall be delivered to the Client according to the agreed delivery date (and, optionally, time).
(2) The agreed delivery date is a target term, unless expressly agreed otherwise in writing. The Company is obliged to inform the Client without delay if it becomes apparent that it will not be possible to meet the agreed delivery date.
(3) Delivery is deemed to have been effectuated at the time of personal delivery, or dispatch by postal service or courier service, facsimile, or electronic mail. Delivery via electronic mail (e-mail) is deemed to have been effectuated at the time at which the medium confirmed that the mail has been sent.
(4) The Company shall not be held responsible for delays caused by, or contributed to by the Client over which the Company has no effective control.

6. Changes to/withdrawal of commissions
(1) If, after formation of the agreement, the Client implements major changes in the source text, the Company is entitled to consider each addition and/or change made after the commission was granted, to be a separate commission, and will treat it as such. The assessment, whether or not a change is to be construed to be a major change, will be to the discretion of the Company. Minor changes must be brought to the attention of the Company immediately, but no later than three (3) working days prior to the delivery date.
(2) Any other changes affecting the performance of the commission and proposed by the Client after the commission has been given, must be brought to the attention of the Company by the Client in writing and in good time, but no later than three (3) working days prior to the delivery date.
(3) If the Client withdraws the commission, he will be indebted to the Company for that part of the commission already completed, and will have to compensate the Company on the basis of an hourly rate for any other work already carried out. The hourly rate depends on the circumstances and is to the discretion of the Company. The Company can be obliged to substantiate the hours for which payment is owed.

7. Performance of the contract, professional confidentiality
(1) The Company is obliged to carry out the commission to the best of its ability and with fair knowledge of the subject and purpose(s) specified by the Client. The Company will treat all information made available by the Client with due professional confidentiality.
(2) Unless explicitly agreed otherwise, the Company is also entitled to have the commission carried out by third parties, without prejudice to this party's responsibility to observe due professional confidentiality and to perform the commission with due expertise. All references to the Company in these Conditions include, if appropriate, such third parties.
(3) Any information about the Client made available to the Company in the course of the provision of Services to the Client shall also be treated as confidential and shall not be disclosed to any third parties unless or until the information is within the public domain. The Company agrees to return all materials and documentation at the Client’s request upon expiration, termination or cancellation of any agreement.

8. Complaints and Disputes
(1) The Client must notify the Company about any complaints relating to the Services in writing and as soon as possible, but no later than ten (10) working days after delivery. The filing of a complaint shall not discharge the Client from his obligation to pay.
(2) If the Company takes up a complaint, this does not imply that the Company considers the complaint justified or submitted in time.
(3) If the complaint is justified, the Company will rectify or replace the work within a reasonable time, or, if the Company cannot reasonably execute the request to rectify the work, it will grant a discount on the fee payable.
(4) The Client's right to complain will lapse if he has made changes in the work, had it changed, or if he has transferred it to a third party.
(5) The Client's right to claim compensation will lapse ten (10) working days after the delivery of the commission.

9. Limitation of liability
(1) The Company shall not be liable for any loss, damage, or injury, with the exception of damage that is the direct and demonstrable consequence of an attributable failure on the part of the Company. The Company will never be liable for any other form of damage such as consequential damage, trading loss, and losses due to delays. At any rate liability will always be limited to an amount equal to the value of the invoice of the relevant commission excluding BTW.
(2) Ambiguities, mistakes, or obscurities in the source text of a translation will discharge the Company from any liability. The Company will, in particular, not be liable for any consequential loss, specifically including bodily injury, ensuing from the wrong application of medical or any other equipment, objects and/or instructions, caused by ambiguities, mistakes, or obscurities in the source text.
(3) The Company cannot be held liable for the damage or loss of documents, information, or data carriers made available to the Company for the performance of the agreement. Nor is the Company liable for damage resulting from the use of information technology or modern forms of communication.
(4) The Client is obliged to indemnify the Company against all claims from third parties ensuing from the use of any work, except where this liability on the part of the Company exists on the grounds of the provision of this article.

10. Force Majeure
(1) The Client shall not have any claim against the Company in respect of failure on its part to (timely) fulfill its obligations under these Conditions if and to the extent that such failure is caused by force majeure.
(2) In addition to all that is specified by law, for the purposes of these Conditions force majeure shall be taken to mean: all circumstances, events, causes, or consequences which fall outside the control or influence of the Company, as a consequence of which the Company will not be able to (timely) fulfill its obligations. Such circumstances will always, but not exclusively, include: fire, any operating disruptions, either at the premises of the Company, or at the premises of the Company's suppliers of business and services, transport breakdowns, and any other events that are outside its control, such as accidents, governmental restrictions or prohibitions, war, blockades, civil disturbances, epidemics, floods and storms.
(3) The obligations of the Company will be suspended for the duration of the force majeure. If the period of force majeure, as a result of which the Company is not able to (timely) fulfill its obligations, should last longer than two (2) months, both parties will be entitled to terminate the agreement, without any obligation to compensate.
(4) If, at the start of the force majeure, the Company has already partly fulfilled its obligations, or will only be able to only partly fulfill its obligations, the Company is entitled to invoice each part separately, and the Client is obliged to pay the relevant invoices as if they applied to a separate agreement.

11. Intellectual property
(1) The Company agrees that all material and documentation made available or disclosed by the Client to the Company shall remain the exclusive property of the Client. If designated as confidential, the material and documentation shall be treated as such, and shall not be disclosed to any third parties without the Client’s prior consent.
(2) The Company shall transfer its rights on the Works to the Client once all payments by the Client have been collected in full by the Company.
(3) The Client will indemnify the Company against all possible claims brought by third parties due to an alleged infringement of any intellectual property right associated with the performance of the agreement.

12. Applicable law
All agreements between the Company and a Client are governed by the laws of the Netherlands. The district court of Rotterdam has exclusive jurisdiction to hear all disputes arising from any agreement between the Company and a Client.
This English language document is a translation. In the event of any dispute as to the interpretation of any of the conditions herein, the official Dutch version will prevail.