Hereinafter, SemioticTransfer AG is referred to as ‘SemioticTransfer’.
These General Terms and Conditions apply to all services provided by SemioticTransfer (in particular translations, multilingual marketing texts, technical documentation, certified translations, proofreading, web texts and translation management).
3. Placing of orders
The Client accepts these terms and conditions with the placing of an order. Unless otherwise agreed between the Client and SemioticTransfer, an order is considered to have been placed as soon as the text reaches SemioticTransfer in written form (post, e-mail, fax).
4. Use of third parties
SemioticTransfer reserves the right to call in a Third Party in order to fulfil the contract, or to transfer the fulfilment of the contract to a Third Party.
5. Withdrawal from the contract
The Client is free to withdraw from the contract at any time, subject to settling for the cost of work already carried out, and to holding harmless SemioticTransfer, provided the translation has not been finalized.
6. Quotes – payment terms – billing
Oral quotes are non-binding. To become binding in nature, they need to be confirmed in writing by SemioticTransfer. Price quotes (always excluding VAT) are binding upon SemioticTransfer for 30 days.
All invoices must be settled within 10 days of receipt without deduction. Translations certified by a notary public must be paid for in cash on collection and/or poste restante or by settlement of the invoice prior to delivery. After this payment period has elapsed, the Client is in arrears without the need for SemioticTransfer to issue a reminder. In such cases, SemioticTransfer is entitled to demand interest for late payment, and this interest rate shall be the same as that applied to overdraft facilities by major banks in the financial centre of Baden, and shall be at least 5%. Without the written consent of SemioticTransfer, the Client is not entitled to offset counter-claims against its invoices.
7. Acceptance and obligation to report deficiencies rapidly
The work produced by SemioticTransfer is deemed to have been accepted unless the Client notifies SemioticTransfer within 10 days of delivery in writing of the shortcomings. The Client is obliged to stipulate the exact nature and scope of the work performed by SemioticTransfer that appears to be unsatisfactory.
8. Complaints and warranty
The guarantee of quality is limited to correction of the work. No other warranty claims will be accepted. The warranty period (during which SemioticTransfer must carry out this remedial work) is 60 days. Warranty relating to the correct reproduction or translation of names, numbers and postal addresses, as well as non-translatable specialist terms is excluded.
SemioticTransfer is only liable for the loss of data and documents in cases of deliberate intent or of gross negligence. SemioticTransfer is not liable for damages caused by third parties involved in the fulfilment of the contract. SemioticTransfer is not liable for slight negligence. Liability resulting from auxiliary persons is explicitly excluded, and in respect of the involvement of third parties, SemioticTransfer is only liable for the careful selection and instruction of those parties.
In the event of force majeure or other events or impediments to work unforeseeable to SemioticTransfer and for which it Dispatch usually is made by data transfer (e-mail, ftp transfer) or by using the postal system. Other forms of private transport or courier services are equivalent to the postal system in this respect. Upon submission to the postal system or to an equivalent transport company, or upon dispatch by e-mail and/or ftp transfer, SemioticTransfer is deemed to have fulfilled its contractual obligations and the risk is transferred to the Client at this point.
11. Delivery lead times and deadlines
Delivery lead times and deadlines require the express written confirmation of SemioticTransfer to be considered as binding in nature.
The data and information transferred by the Client to SemioticTransfer will be treated with strict confidentiality. SemioticTransfer also obliges its employees and any third parties involved to respect the non-disclosure nature of this data and information.
Until full and final payment of its invoices has been received, SemioticTransfer retains title to all work.
14. Place of fulfilment – court of jurisdiction – applicable law
The place of fulfilment for payment and the sole court of jurisdiction is the registered office location of SemioticTransfer. All services performed by SemioticTransfer as well as these General Terms & Conditions are governed by Swiss law.
15. Final provisions
Any changes or modifications to these General Terms & Conditions and to this formal waiver are only valid if they have been agreed upon between the parties in writing, whereby notification by e-mail on the part of SemioticTransfer is sufficient for this purpose. Verbal agreements require the written confirmation of SemioticTransfer, without which they are not valid.
If one or more of the aforementioned provision(s) of these General Terms and Conditions becomes invalid, the other provisions nevertheless remain in force. The invalid provision is replaced by one which comes closest to the business meaning and other impacts intended by the parties.