General Terms and Conditions
Orange Translations UK Ltd, 1 Friary, Temple Quay, Bristol BS1 6EA, UK
Orange Translations Ltd, 10/F., Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong
Orange Translations, Inc., 37/F, LKG Tower, 6801 Ayala Ave., Makati City, Metro Manila, Philippines
Orange Translations LLC, 717 Green Valley Road, Suite 200, Greensboro, NC 27408, USA
1. Scope, general
1. 1 These General Terms and Conditions apply to all agreements between Orange Translations Ltd (hereinafter referred to as “ORANGE”) and its Clients (hereinafter referred to as “CLIENT”).
1.2 The CLIENT accepts these General Terms and Conditions upon the conclusion of the agreement.
1.3 ORANGE hereby expressly objects to the applicability of conflicting or deviating conditions of the CLIENT.
1.4 Written agreements between ORANGE and the CLIENT in the individual case take precedence over these General Terms and Conditions.
1.5 ORANGE provides all services in accordance with the prevailing professional standards.
2. Conclusion of the agreement
2.1 Our offers are non-binding and without obligation. An agreement between ORANGE and the CLIENT first comes into existence with the issuance of the written order confirmation by ORANGE.
3. The CLIENT’s duty to cooperate and inform
3.1 The CLIENT is obliged to timely inform ORANGE of specific requirements on the contractually agreed service.
3.2 The CLIENT is obliged to timely provide ORANGE with the information and documents required for the performance of the contractually agreed service.
3.3 ORANGE is not liable for errors or delays resulting from the lacking or delayed delivery of such information or documents.
3.4 The CLIENT assumes liability for the exploitation rights to a text and the CLIENT ensures that the translation of a text is permitted. The CLIENT indemnifies ORANGE from any copyrights or moral rights of third parties.
4. The CLIENT’s rights in the case of defects
4.1 ORANGE reserves the right to subsequent performance. If the CLIENT asserts a defect within 30 days, ORANGE will remedy such defect free of charge.
4.2 The CLIENT is obliged to promptly assert its claim to subsequent performance specifying the defect.
4.3 If ORANGE does not remedy the asserted defects within a reasonable period or ORANGE refuses to remedy the defect or subsequent performance is deemed to have failed, the CLIENT has the right, after ORANGE provided its opinion, to have the defect remedied by another service provider or request optionally reduction of the remuneration or rescind from the agreement.
5. Obligation of secrecy
5.1 ORANGE undertakes to maintain secrecy of all facts that ORANGE becomes aware in connection with its activities for the CLIENT.
6. Engagement of third parties
6.1 ORANGE may engage professional third parties for the performance of agreements.
6.2 ORANGE is obliged to oblige these engaged professional third parties to maintain secrecy according to Item 5.1.
7.1 ORANGE is not liable for delays in completion due to circumstances or events beyond ORANGE’s sphere of control.
7.2 ORANGE is liable for the intentional or negligent violation of material contractual obligations according to the statutory provisions. Material contractual obligations are obligations that are essential for the typical purpose of an agreement, whose fulfilment is a prerequisite for the proper implementation of the agreement and on whose observance a contractual party may routinely rely on. Unless ORANGE is responsible for grossly negligent or intentional conduct, ORANGE is, however, only liable for typically occurring and foreseeable damages. For any other violation of duties ORANGE is only liable, if the damage is caused with intent or gross negligence by ORANGE’s legal representatives or vicarious agents.
7.3 The limitations of liability resulting from Item 7.2 do not apply to damages caused by injuries to life, body or health. In these cases, ORANGE is liable according to the statutory provisions.
7.4 The limitation period for claims for defects is one (1) year from delivery, except in the case of fraudulent intent.
8. Pricing and payment terms
8.1 All indicated prices are plus statutory VAT.
8.2 Invoices are due and payable net without any deduction within thirty (30) days from invoice date. If the invoice is not paid within thirty (30) days from the invoice date, ORANGE will issue a reminder and set a grace period of seven (7) days for payment. If the invoice is also not paid after this grace period, ORANGE will charge a reminder fee and default interest at the statutory rate.
8.3 If ORANGE brings an action against the CLIENT for default of payment and the CLIENT is losing in the dispute, the CLIENT is obliged to reimburse ORANGE any incurred court costs and legal expenses.
9. Reservation of title and copyright
9.1 ORANGE reserves title to all services provided by ORANGE until all claims of ORANGE against the CLIENT are paid in full.
9.2 ORANGE reserves the right to any created copyright, if any.
ORANGE has the right to name the CLIENT on its Website as reference and to link to the CLIENT’s Website. If CLIENT does not wish to be referenced and notifies ORANGE accordingly, ORANGE will refrain from this.
11. Governing law
11.1 These General Terms and Conditions and their provisions, as well as their interpretation is governed by the laws of the Federal Republic of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and without regard to the principles of conflicts of laws.
11.2 The competent courts in the locations that ORANGE operates in have, to the extent permitted by law, exclusive jurisdiction for all disputes arising from or in connection with these General Terms and Conditions (including their validity). ORANGE has also the right to bring an action at the CLIENT’s place of business.
11.3 The German General Terms and Conditions of ORANGE apply as amended. Convenience translations of these General Terms and Conditions are not binding.
12. Severability clause
The effectiveness of these General Terms and Conditions is not affected by the invalidity or ineffectiveness of individual provisions. The ineffective provision is to be replaced by an effective provision that most closely reflects the economic result and/or intended purpose.
13. Amendments and supplements
Amendments and supplements to these General Terms and Conditions require the written form to be effective. This also applies to the cancellation, amendment or supplement of the written form requirement itself.