General terms and conditions (July
Boogerd Chemisch Vertaalbureau
[Boogerd Chemistry Translations]
“Company” means Boogerd Chemisch Vertaalbureau, its employees, and its
subcontractors, where applicable.
“Client” means the party that has entered into a contract with
“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
“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
“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
(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
(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
(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
(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
(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
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
(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
(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,
(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
(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
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
(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
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