Vertaalbureau Polydioma

General information
Unless expressly agreed otherwise in writing, these General Terms and Conditions are applicable to all services provided by Polydioma BV.
These Conditions apply to each tender and each agreement between Polydioma BV and a client, to the exclusion of the general conditions of the client.
The Conditions of Polydioma BV are also applicable to all agreements which are executed with the involvement of third parties.

Definitions
The term “Client” refers to the natural or legal entity that furnishes Polydioma BV with an instruction to produce a translation, unless the Client has expressly made known its intention to act under instruction of, on behalf of and on account of a third party and subject to the name and address of that third party being furnished to Polydioma BV at the same time.
The term “Order” refers to each written or verbal order furnished by the Client to Polydioma BV for the purpose of producing a translation. The term “Translation” shall also refer to any other services offered by Polydioma BV, e.g. correction work, typesetting or interpreting.

Article 1 – Quotations, creation of the agreement
1.1 All offers and quotations issued by Polydioma BV are non-binding. An agreement is created through the Client’s written or verbal acceptance of the quotation issued by Polydioma BV or – where no quotation is issued – through written confirmation by Polydioma BV of an Order furnished by the Client.
1.2 An Order shall always be accepted subject to Polydioma BV having inspected to the text for translation or the work to be performed and reserving the right to decline the Order within a reasonable period of time, without being required to offer any form of compensation.
1.3 Polydioma BV is only required to execute an accepted Order to the best of its knowledge and ability. Polydioma BV shall take account of any instructions furnished by the Client, to the extent that Polydioma BV deems such instructions to be justified.

Article 2 – Amendment, withdrawal of Orders
2.1.If the Client makes other than minor changes to the Order after the agreement has been created then Polydioma BV shall be entitled to adjust the deadline and/or the fee or to reject the Order.
2.2.If the Order is cancelled by the Client at a time when Polydioma BV has already carried out work on it then the Client shall owe compensation based on what has been completed, unless the order is withdrawn by the Client for reasons for which Polydioma BV cannot be held liable. In this case, Polydioma BV shall be entitled to receive payment of the agreed price or the price that would reasonably be owed by the Client upon execution of the Order.

Article 3 – Deadline and time of delivery
3.1 The agreed delivery date is a target deadline, unless expressly agreed otherwise in writing. Polydioma BV is required to inform the Client without delay as soon as it becomes aware that punctual delivery is not possible.
3.2 Delivery is deemed to have taken place at the time of delivery by hand or transmission by standard post, fax, courier or electronic mail.
3.3. Delivery of information via electronic mail is deemed to have taken place at the moment at which the electronic mail application confirms that the information has been sent.

Article 4 – Execution of orders, non-disclosure
4.1 Polydioma BV is required to carry out the Order to the best of its knowledge and ability and with good professional knowledge for the purpose specified by the Client.
4.2 Polydioma BV shall treat all information provided by the Client in the strictest confidence. Polydioma BV shall require its employees to maintain secrecy with respect to the Order and the Client.
4.3 Unless expressly agreed otherwise, Polydioma BV is entitled to have an Order executed by a third party, regardless of its responsibility to ensure confidential handling and the thorough execution of the Order. Polydioma BV shall require specified third parties to maintain secrecy.
4.4 On request, the Client shall clarify the content of the text for translation as well as any related documentation and terminology. Specific documents shall always be sent at the expense and risk of the Client.
4.5 Polydioma BV is not responsible for the correctness of the information furnished to Polydioma BV by the Client and accepts no responsibility for damage of any kind if Polydioma BV has worked on the basis of incorrect or incomplete information furnished by the Client, even if this information has been furnished in good faith.

Article 5 – Complaints and disputes
5.1 The Client must raise any complaints about the delivered work to Polydioma BV in writing without delay and in any event within ten working days of delivery. The raising of a complaint in no way releases the Client from its obligation to make payment.
5.2 If the complaint is justified, Polydioma BV shall improve or replace the delivered work within a reasonable period of time or, if Polydioma BV cannot reasonably comply with the demand for improvement, to grant a reduction in the price.
5.3 The right of the Client to raise a complaint shall lapse if the Client has processed the delivered work and subsequently forwarded it to a third party.

Article 6 – Dissolution of the agreement
Polydioma BV is entitled to dissolve the agreement in full or in part or to suspend its execution without any obligation to offer compensation if the Client does not comply with its obligations, or in the event of the bankruptcy, suspension or liquidation of the Client’s business. In this case, Polydioma BV may demand immediate payment of monies owed by the Client.

Article 7 – Copyright
Unless expressly agreed otherwise, Polydioma BV shall hold the copyright to any translation it supplies.

Article 8 – Liability: protection
8.1 Polydioma BV shall be solely liable for damage that is the direct and demonstrable consequence of a shortcoming assignable to Polydioma BV. Polydioma BV shall never be liable for any other forms of damage, such as damage to business, damage caused by delay or lost profit. Polydioma BV shall never be liable for subsequent damage.
8.2 Liability shall in any event be limited to an amount equal to the invoice value, exclusive of VAT, of the Order in question.
8.3 The assessment of whether a text for translation or the translation contains certain risks of personal injury is entirely at the expense and risk of the Client.
8.4 Polydioma BV shall not be liable for damage or loss of documents, information or information carriers provided for the purpose of executing the agreement. Neither shall Polydioma BV be liable for damage caused as a result of the use of information technology and modern means of telecommunication.
8.5 The liability of Polydioma BV shall in all cases be limited to an amount of € 45,389 per instance.
8.6 The Client is required to protect Polydioma BV against all claims raised by third parties in respect of the use of the delivered work, except where Polydioma BV is liable on the basis of this article.
8.7 The right to demand compensation shall in any case lapse after the expiry of one year after delivery of the translation.

Article 9 – Force majeure
9.1 The term ‘force majeure’ in these General Terms and Conditions means, in addition to what is couched in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Polydioma BV is unable to exercise any influence, but as a result of which Polydioma BV is unable to comply with its obligations. This includes, without limitation, fire, accident, sickness, strike, riot, war, governmental actions and transport delays.
9.2 The obligations of Polydioma BV shall be suspended for as long as the force majeure continues. If the period in which the force majeure prevents Polydioma BV from complying with its obligations continues for longer than two months, both parties shall be entitled to dissolve the agreement without there being any obligation on the parties to make compensation. If the Client is a consumer, the aforementioned authority to suspend the agreement shall apply only insofar as the consumer is so authorised by virtue of the law.
9.3 If Polydioma BV has already partially complied with its obligations at the time the force majeure occurs, or is only partly able to comply with its obligations, Polydioma BV shall be entitled to invoice what it has already completed separately and the Client shall be required to pay this invoice as if it were a separately concluded agreement.

Article 10 – Payment
10.1 If no clear agreements have been reached between the Client and Polydioma BV with regard to the price to be charged by Polydioma BV then Polydioma BV shall be entitled to charge a fee that at least corresponds with the usual tariffs of the Netherlands Society of Interpreters and Translators (Nederlands Genootschap van Tolken en Vertalers) for services of this type.
10.2 Unless agreed otherwise, the amount charged by Polydioma BV shall become claimable as soon as the translation Order has been fully executed and sent to the address of the Client or to another address indicated by the Client.
10.3 The right of the Client to raise a complaint against the invoice issued by Polydioma BV shall lapse 14 days after the Client has received the invoice.

Article 11 – Late payment
In the event of late payment, Polydioma BV shall be entitled to charge the Client the currently prevailing interest rate from the date on which the invoice becomes overdue until the date on which payment is received. All judicial and extra-judicial costs, including interest and any expenses related to the collection of the late payment, shall be at the expense of the Client.

Article 12 – Disputes
Any disputes, including disputes that are deemed such by only one of the parties, that arise from the Order and execution thereof between Polydioma BV and the Client and/or its assignees, shall be presented by the first party to act both to an Arbitration Board to be appointed by the Management Board of the Netherlands Society of Interpreters and Translators (Nederlands Genootschap van Tolken en Vertalers), which shall issue binding advice to the parties, which advice shall also have the effect of an agreement concluded between the parties as regards the costs, and also to the competent courts of the district in which Polydioma BV has its registered address.
 

Article 13 –Applicable law
All agreements to which these Conditions are applicable in full or in part are subject exclusively to the law of the Netherlands. The parties are deemed to be domiciled at the place of the registered office of Polydioma BV.

Article 14 – Deposition and registration
These revised General Terms and Conditions were deposited with the Amsterdam Chamber of Commerce in May 2001 under file number 405 16076.

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