General Terms & Conditions of Sale applicable as of 1st January 2018
1. Application and binding nature of the general terms & conditions
These General Terms & Conditions of Sale are contractually binding on Vidal Associés and on its Clients whenever they sign quotes / purchase orders. By placing any order, the Client undertakes to adhere to these General Terms & Conditions of Sale, unless otherwise specified in special agreements entered into in writing and signed jointly by Vidal Associés and the Client.
If, at any time, Vidal Associés refrains from claiming the benefit of any one of these General Terms & Conditions of Sale, it may not be construed that it is waiving the right to claim the benefit of any one of the said Terms & Conditions at some later date.
2. Orders / quotes
Each order from the Client shall be preceded by a quote established free of charge by Vidal Associés on the basis of the documents supplied for translation or on the basis of information given by the Client.
The quote sent by Vidal Associés to the Client by email, fax or mail, shall specify in particular:
- The source language and the target language;
- The price for the translation service. The translation service is invoiced as a flat amount, or in consideration for the time spent on providing it, or on the basis of the Vidal Associés rates applicable on the date of establishment of the quote, in particular the rate per source word (i.e. per word contained in the text to be translated) or the rate per target word (i.e. per word contained in the text as translated) applied to the word count proposed by Vidal Associés’ specific IT tools;
- The lead time or deadline for delivery of the translation service;
- The format(s) of the documents to be translated;
- Any surcharges applied, in particular for urgency, for specific terminological searches or for any other request outside the usual services provided by Vidal Associés.
To confirm its order firmly and finally, the Client shall send the quote back to Vidal Associés without making any alteration to it, by email, fax or mail, after the authorised ordering party has written the words “bon pour accord” (“I hereby accept this quote”), signed it, and stamped it with the Client company stamp, or the Client shall send a purchase order issued by its Purchasing Department to Vidal Associés. If it does not receive acceptance of the quote, Vidal Associés reserves the right not to start providing its service. If the Client does not confirm its order in the manner defined above within a time limit of three (3) months as from the date of sending of the quote, the said quote shall be deemed to have lapsed.
After so informing the Client, Vidal Associés reserves the possibility of charging a surcharge for the services and/or of not meeting the lead time or deadline for delivery appearing on the Client’s initial order confirmation, in particular in the following cases:
- If changes or additional documents are added by the Client subsequently to establishment of the quote by Vidal Associés, or subsequently to the order, in which case Vidal Associés reserves the right to adjust the rate to cover the volume of the additional text observed or requested;
- In the event of absence of documents at the time at which the quote was established. If the quote had to be established on the basis merely of an approximate number of words provided by the Client together with an excerpt from the contents.
Should the Client expressly not approve the new delivery and/or invoicing terms & conditions, Vidal Associés reserves the right not to start providing its service. Unless otherwise indicated on the quote, the expenses incurred for providing the service (for travel, express mail, etc.) shall be borne by the Client. Any decision to offer a discount or a reduced rate, or to apply a decreasing scale of rates, on a percentage basis or on a flat amount basis (per page, per line, or per hour), remains at the sole discretion of Vidal Associés and is applicable solely for the service in question. Any discounts granted to the Client shall under no circumstances establish automatic rights applicable to subsequent services. Should no prior quote have been sent to the Client by Vidal Associés, the translation services shall be invoiced on the basis of the base rate applied by Vidal Associés.
Terms of Delivery:
The translation work shall be delivered by email (with data encryption being possible). On request, the translation work may be delivered by any other carriage means (courier, express mail) that shall be expressly agreed between the parties and that may result in a surcharge being invoiced.
In the event an order is cancelled while it is in the process of being executed, regardless of the reason for the cancellation, and as notified in writing to Vidal Associés, the work already done shall be invoiced to the Client at the rate of 100% (one hundred percent), and the work remaining to be done shall be invoiced at 50% (fifty percent).
By way of evidence of the existence of the acceptance of the quote, the Client agrees to consider as equivalent to the original, and as indisputable documentary evidence, any corresponding fax, email, copy, and digital record.
4. Lead time or deadline for delivery
Subject to Vidal Associés receiving all of the documents that are subject of the translation service, the lead time or deadline for delivery that is indicated on the quote is applicable only on condition that the Client confirms its order on the terms and within the time limit defined in the quote. Beyond that time limit, the delivery date may be adjusted depending on Vidal Associés’ workload.
5. Obligations of vidal associés
Vidal Associés shall endeavour to do the translation as faithfully as possible with respect to the original and in compliance with the standards and practices of the profession. It shall do its utmost to take account of and to incorporate into the translation any information disclosed by the Client (glossaries, reference documents, plans, drawings, and abbreviations). Vidal Associés declines any liability in the event of inconsistency or ambiguity of the original text, the Client bearing sole liability for checking the technical consistency of the final source text.
6. Obligations of the client
The Client undertakes to make available to Vidal Associés all of the texts to be translated and any technical information necessary for understanding the text and, where applicable, any specific terminology required. Should the Client default on its obligation to inform Vidal Associés, Vidal Associés may not be held liable for any non-compliance or for going over deadline.
The Client shall have a time limit of 10 business days as from receiving the translated or revised documents within which to express in writing any disagreement regarding the quality of the service. Beyond that time limit, the service shall be deemed to be duly provided and accepted.
Vidal Associés undertakes not to disclose the information made available to it prior to, during, or after provision of its service. The originals shall be given back to the Client on request. Documents that are the subject of a non-accepted quote shall be returned or destroyed, as applicable.
All of the subcontractors working for Vidal Associés have signed binding Confidentiality Agreements making them liable in the event of indiscretion or of disclosure of the information made available to them for providing their services. Vidal Associés may not be held liable for any interception or hacking during transmission of data, in particular via the Internet. Therefore, it is incumbent on the Client to inform Vidal Associés, prior to or during the order, of any transmission means it wishes to have implemented in order to secure confidentiality for any sensitive information.
In any event, the liability of Vidal Associés is limited solely to the amount of the invoice in question. Under no circumstances may Vidal Associés be held liable for complaints or claims based on terminological preferences, author’s corrections, or nuances of style. Vidal Associés may not be held liable for any direct or indirect loss, damage, or injury caused to the Client or to third parties resulting from a late delivery, due in particular to a case of force majeure, to any late transmission by email, or to late delivery by other mail means.
9. Payment terms
Except when specified otherwise on the quote, invoices are payable net, without discount, and at the latest 30 days after the date of issue of the invoice. In the event of payment by cheque or bank transfer from outside France, all of the exchange or bank charges shall either be included in a flat surcharge specified on the quote, or else be fully re-invoiced to the Client.
For any order for an amount exclusive of VAT that exceeds 5,000 euros, a down payment may be required, the amount of which shall be specified on the quote. In this case, provision of the services can begin only once the down payment cheque has been received.
In the event of late payment, the orders in progress may be interrupted automatically as of right until full payment and the Client shall, without any prior formal notice being necessary, be liable for interest for late payment calculated at the rate of one and a half times the applicable legal interest rate applied to the amount of the invoice in question (+ debt collection expenses).
10. Intellectual property
Before submitting a document to Vidal Associés for translation, the Client shall make sure that it is entitled to do so. The Client should be the author of the original document or should have obtained prior written authorisation from the holder of the copyright of the document to have it translated. Failing this, Vidal Associés may under no circumstances be held liable if the documents entrusted by the Client or any parts of those documents infringe the intellectual property rights or any other rights of a third party or breach any applicable regulation. Where applicable, the Client shall assume alone any damage, loss, injury and financial consequences that might result from its negligence alone.
Until full payment for the services, in particular for the translation, revision/proofreading services, Vidal Associés remains proprietor of the reproduction rights for reproducing any translated document or file in full or in part, in compliance with the applicable laws on intellectual property matters. In the event of non-payment, any use, representation or reproduction of the said translation in part or in full is illicit. Vidal Associés reserves the right to instigate any proceedings necessary for having its ownership rights upheld.
11. Choice of forum
Any disputes related to interpretation or performance of these terms & conditions shall be referred to the exclusive jurisdiction of the Paris Courts.