General Terms and Conditions of DEXIT GmbH
(June 2022)
1. General provisions
By placing, confirming and/or accepting an order for DEXIT’s language services the Client accepts these Terms and Conditions which remain in force for the duration of the business relationship between DEXIT and the Client, and therefore also apply to any future orders and business. DEXIT shall accept the Client’s terms and conditions as binding only when explicitly agreed to by DEXIT.
2. Placing of orders
The Client shall submit the orders for translation, editing, proofreading or other language services in electronic or other form. To this end, the Client specifies the target language, subject matter, specialist field and volume of the text as well as any special requirements regarding terminology. The Client should further provide DEXIT with any information and documents necessary for creation of the target content in an unsolicited and timely manner (such as glossaries, translation memories, style guides, figures and illustrations, spread sheets and tables, lists of acronyms and other specifications, linguistic and otherwise). They should also advise DEXIT of the intended use of the translated text and the envisaged delivery date/time.
DEXIT is not liable for any delays or defects in the translation arising from unclear, incorrect or incomplete assignments and/or misleading or even incorrect phrasing in the source text.
3. Performance by third parties
DEXIT may use the services of third parties for the execution of all services/transactions if deemed appropriate and necessary. In this context, DEXIT’s liability is limited to the prudent selection of subcontractors. In any case, due diligence is considered to have been complied with when the subcontractor is an appropriately qualified translator/editor with regard to the respective language and has the relevant experience for the respective purpose.
Direct communication between the Client and a subcontractor requires prior consent by DEXIT. The business relationship generally only exists between the Client and DEXIT.
4. Remuneration and payment terms
All quotations and prices are non-binding. The prices are quoted in Euro, unless otherwise agreed. All prices quoted by DEXIT are net prices excluding V.A.T. In addition to the agreed fee, DEXIT is entitled to reimbursement of expenses actually incurred and agreed with the Client. In the case of particularly high-volume translations, DEXIT may demand an advance payment of the amount objectively necessary for performance of the agreed service.
Payment is due within 14 days of the date of invoice (domestic invoices) or within 30 days of the date of invoice date (foreign invoices), excluding bank charges, compensation or retention of payment, unless otherwise expressly agreed. If the date of payment is exceeded, interest shall be charged in accordance with standard banking practice.
5. Delivery periods
Delivery periods are given to the best of our knowledge and judgement and can in any case only be considered as estimated delivery dates. Delivery is regarded as complete when the target language documents or files have been demonstrably sent to the Client (dispatch log or similar). All dates and times are based on Central European Time (CET).
6. Disruption, force majeure, closure and limitation of business, network- and server faults, viruses
DEXIT shall not be liable for damages caused by disruption to our business operations, in particular through force majeure, e.g. natural events and traffic disruptions, network and server failure, any other connectivity and transmission disruptions or other obstacles which are beyond the control of DEXIT. In such exceptional cases, DEXIT is entitled either to withdraw from the contract in whole or in part, or to demand an appropriate extension of the deadline. The same applies where, for important reasons, DEXIT in whole or in part closes or limits it’s business operations – particularly the online service – for a certain period of time.
DEXIT is also not liable for damages caused by viruses, trojans or any other form of Malware. In order to avoid the risk of infection, we use up-to-date anti-virus software and recommend the same to our Clients. Prior to electronic data transmission, the Clients shall ensure that the files/data are not infected by a virus. With regard to submission of electronic files/data, the Client is responsible for final examination of the transmitted files and texts. DEXIT is not liable for defective, incomplete, lost or spied texts and data due to electronic transmission.
7. Notice of defects
Any complaints will only be accepted if they concern obvious, not merely insignificant defects and are made in writing immediately after delivery, at the latest within 10 days (arriving at DEXIT) after delivery, and include an exact description of the defect. If the Client does not raise any written objections within the stated period, the service provided shall be deemed accepted and the order completed. In this case, the Client waives all claims to which he may be entitled due to possible defects of the service provided.
DEXIT reserves the right to remedy defects. The Client shall be entitled to correction of possible defects that are objectively present in the target document and that are not merely insignificant. If rectification of defects is demonstrably unsuccessful, the Client shall have the right to reduction or to rescission.
8. Liability
DEXIT shall only be liable for gross negligence and intent. Liability in case of slight negligence shall only apply in the event of breach of fundamental contractual obligations. Further claims, including claims for damages due to non-performance, are excluded. In all justified cases, liability shall be limited to the amount of the relevant order. Liability for recourse for claims for damages from third parties is expressly excluded.
DEXIT shall not be liable for translation errors caused by the Client due to incorrect, incomplete or delayed provision of information or documents or due to incorrect or illegible (even partially illegible) source texts.
Where the Client does not specify the intended use of a translation, especially if it is to be published or used for advertising purposes, they shall not be entitled to claim compensation for damage caused by the fact that the text proves to be unsuitable for the intended use or that the publication or advertising must be repeated due to defective adaptation or results in damages to the Company’s reputation or image. If the Client does not indicate that the translation is intended for printing, does not send DEXIT a proof before printing and prints without DEXIT’s approval, any defect shall be fully at the Client’s expense.
In the case of claims filed against DEXIT by third parties for copyright violation or for other reasons that arise from a translation, DEXIT shall receive full indemnification from the Client.
9. Delay in delivery, Impossibility, Rescission
The Client shall only be entitled to rescission in cases of delay in delivery and impossibility for which DEXIT bears responsibility if DEXIT has unreasonably exceeded the delivery date and the Client has granted DEXIT an appropriate respite in writing.
10. Cession
The cession by the Client of rights under a contract requires written consent by DEXIT.
11. Reservation of proprietary rights
The translation/service provided shall remain the property of DEXIT until full payment has been received from the Client. Until that time, the Client shall have no right of use.
12. Confidentiality
DEXIT shall not disclose any information that becomes known to DEXIT in connection with the service performed for the Client. All texts and content are treated confidentially. In view of electronic transmission of text and data and possible other electronic communications between the Client, DEXIT and any subcontractors, DEXIT cannot guarantee absolute protection of trade secrets and data and other confidential data and information, because access to electronically transmitted text by unauthorised third parties cannot be excluded.
13. Applicable law and jurisdiction
The contractual relationship and any further business contacts between DEXIT and the Client are subject exclusively to German law, international law of sales being expressly excluded. Where admissible, the exclusive place of jurisdiction with respect to all disputes shall be Braunschweig, Germany, for both parties.
14. Final provisions
In the event that any provision of these Terms and Conditions is determined to be unenforceable or invalid, this shall not affect the validity of any other of the remaining provisions. In that case, a valid provision shall be deemed agreed upon which is closest to the legal and economic purpose.