Terms and conditions
This English version is a translation of the Dutch Algemene Voorwaarden. In the event of any discrepancy between the two, the Dutch version will prevail.
Agri Translation is part of Biollandica.
- All legal relations between Biollandica and the client shall be subject to these terms and conditions, to the exclusion of any terms and conditions used by the client, unless Biollandica has agreed otherwise in writing.
2. Quotations, formation of contract
- All offers and quotations on the part of Biollandica are made without obligation
- Quotations and deadlines may at all times be revoked if Biollandica was unable to see the full text before the quotation was given. The contract is formed by the client’s written acceptance of Biollandica’s quotation or, if no quotation was given, by Biollandica’s written confirmation of the assignment.
- Biollandica is entitled to regard as his client the person who extended the assignment, unless that person expressly indicated that they were acting in the name and for the account of a third party, and provided that party’s name and address were supplied to Biollandica at the same time.
3. Changing/cancelling assignments
- If the client makes changes, other than minor ones, to the assignment after the contract has been formed, Biollandica shall be entitled to revise the delivery date and the fee.
- If a client cancels an assignment, they are liable to pay for that part of the assignment that has already been completed plus a fee for research already carried out for the remainder, charged on an hourly basis. Biollandica will place the work already completed at the client’s disposal.
- If Biollandica has reserved time for the assignment and is unable to put it to other gainful use, the client shall be required to pay 50% of the fee for that part of the assignment that was not carried out.
4. Performance of assignments, confidentiality
- Biollandica is required to perform the assignment to the best of his professional knowledge and ability for the purpose the client has specified.
- Biollandica will treat all information supplied by the client as strictly confidential. Biollandica will require his associates to observe confidentiality. Biollandica is, however, not responsible for any breach of confidentiality by them if they can reasonably demonstrate that they were unable to prevent this breach.
- Unless expressly agreed otherwise, Biollandica may have all or part of an assignment performed by a third party or third parties, without prejudice to his responsibility to observe confidentiality and ensure that the assignment is carried out properly. Biollandica shall require such third party to maintain confidentiality.
- Upon request and where possible, the client will supply relevant information about the text to be translated, and also documentation and terminology, if available. Such documents will be sent for the account and risk of the client.
5. Deadlines and delivery dates
- Any agreed delivery date is no more than a target, unless expressly agreed otherwise in writing. Biollandica is required to notify the client without delay if it has become clear to them that it will be impossible to deliver the translation on time.
- Where Biollandica fails to meet an agreed deadline, in breach of the contract, and the client cannot reasonably be expected to wait for performance of the assignment, the client may cancel the contract unilaterally. In that case Biollandica will not be liable to pay any compensation.
- The translation is deemed to have been delivered on the date and at the time it is sent.
- Data delivered by electronic mail are deemed to have been delivered at the time the medium confirms transmission.
6. Fee and payment
- The work may be charged at a rate per hour, a project rate or an hourly rate. Biollandica may also charge for expenses agreed in advance with the client and connected with the performance of the assignment.
- All sums stated are exclusive of VAT.
- Where a time limit for payment has been agreed, payment must be made within that time limit. In all other cases payments must be made within 30 days, in accordance with European Directive 2000/35/EC.
- All judicial and extrajudicial collection charges, including legal fees, bailiffs’ fees and costs of debt recovery services, shall be paid or reimbursed by the client. Extrajudicial collection costs will be charged in accordance with the standard scale for such charges (staffel kosten buitengerechtelijke incassokosten).
- Biollandica may require the client to pay all or part of the fee and expenses in advance, and/or require security in the form of, for example, a bank guarantee, before starting work on the assignment. If the client fails to supply such security within five working days of a written request to that effect, Biollandica shall be entitled to suspend his obligations for a period fixed by Biollandica and/or terminate the contract. If the contract is suspended and/or terminated, Biollandica shall retain the right to compensation for the work carried out up to that point.
- Before starting work, Biollandica may require payment in instalments during the course of the assignment. In that case, if the client fails to fulfil his payment obligations as stipulated in paragraph 6.3, Biollandica may suspend their obligations and/or terminate the contract. If the contract is suspended and/or terminated, Biollandica shall retain the right to compensation for the work carried out up to that point.
- If the client is of the opinion that the amounts Biollandica has invoiced are incorrect, they are required to object in writing, specifying his objections, within the time limit stipulated in paragraph 6.3. If the client fails to comply with the requirements of this paragraph, they forfeit the right to object to the amount or composition of the invoice.
7. Complaints and disputes
- The client must notify Biollandica of any complaints concerning the work delivered as soon as possible and in any event in writing within 10 working days of delivery. The fact that a complaint has been made does not release the client from his obligation to pay.
- If the complaint is founded, Biollandica will correct or replace the work within a reasonable period of time or, if Biollandica cannot reasonably comply with the client’s wish that the work be improved, they will reduce the price.
- If the client and Biollandica are unable to resolve a complaint within a reasonable period of time, the party most desirous of having the dispute decided may bring the dispute before the VZV executive committee within a period of two months after it has been established that the dispute cannot be resolved otherwise. The dispute will then be resolved in accordance with the applicable rules (Geschillenreglement VZV).
- The client’s right to complain shall lapse if the client has modified the work delivered, or had it modified, and then delivered it to a third party.
8. Liability; indemnity
- Biollandica is liable only for loss or damage which is a direct and demonstrable consequence of a fault for which they can be held accountable in law. Biollandica is never liable for any other form of loss or damage, such as trading or consequential loss, loss due to delay, or loss of profit. In any event liability is limited to the amount invoiced for the assignment ex VAT.
- Biollandica’s liability is in all cases limited to a sum of € 50,000 per event.
- Biollandica is relieved of any liability if the text to be translated is ambiguous.
- The assessment of whether the text to be translated or the translation entails any risk of bodily injury is entirely at the client’s expense and risk; the client will indemnify Biollandica and hold them harmless against any claims from third parties in connection with bodily injury arising out of the use of the work delivered.
- Biollandica is not liable for any loss of or damage to the documents, information or data carriers made available to them for the purpose of performing the assignment. Nor is Biollandica liable for loss or damage arising as a result of the use of information technology or modern means of telecommunications.
- The client shall indemnify Biollandica and hold them harmlessagainst all claims from third parties in respect of which Biollandica does not accept liability but where liability is nevertheless asserted.
- If the client fails to discharge his obligations, or if his business goes into bankruptcy, or is liquidated, or if a court orders that payments to creditors be suspended, Biollandica shall be authorised to terminate the contract or suspend its performance in whole or in part without this giving rise to any obligation to pay compensation. In that case they can require immediate payment of the amount due.
- If Biollandica is no longer able to discharge his obligations as a result of circumstances beyond his control, they may terminate the contract without being under any obligation to pay compensation. Such circumstances shall in any event include fire, accident, illness, strikes, riots, war, obstacles to transportation, government measures, or other circumstances over which they have no control.
- Unless expressly otherwise agreed in writing, Biollandica retains the copyright in the translations and other texts they produce.
- The client shall indemnify Biollandica and hold them harmless against claims from third parties arising from alleged infringement of property rights, patents, copyright or other intellectual property rights in connection with performance of the contract.
11. Applicable law
- The contract between the client and Biollandica shall be governed by Dutch law.
- All disputes and claims that cannot be settled amicably as provided in paragraph 7 will be subject to the exclusive jurisdiction of the competent Dutch court.