For all legal relationships between the Client and WIENERS+WIENERS GmbH (hereinafter: ‘Contractor’), these General Terms and Conditions apply exclusively.
Any conditions, special agreements or side agreements that contradict or deviate from the present General Terms and Conditions shall only be valid if the Contractor has provided express written confirmation of their acceptance. Agreements made individually with the Contractor (including side agreements, additions and amendments) shall take precedence over the present General Terms and Conditions. For the content of such an agreement, a written contract or the express written approval from the Contractor shall prevail, subject to proof of the contrary.
The Contractor reserves the right to amend and/or make additions to the present General Terms and Conditions without stating reasons. The Client shall be notified of any amended conditions at least two weeks before these come into effect. If the Client does not object within two weeks, the amendments shall be considered accepted.
The Contractor reserves the right to wholly or partially refuse to process a project. This applies in particular to cases in which projects contain illegal content or offend common decency, or in which processing the project to an appropriate standard seems unreasonable within the time frame given by the Client due to its difficulty or scope.
II Scope of service
The scope of the services performed by the Contractor shall be determined through a binding order, which the Client shall provide to the Contractor in writing.
If the Client has not issued any specific instructions (briefing), the form and language of the original project shall be followed. The Contractor shall only be responsible for specific interpretations of the complete project, or any part thereof, as well as interpretations of a text within a project based on specific reference materials, if the Contractor has been provided with an express written statement from the Client indicating this.
Translations shall be completed using standard lexicographical and comprehensible language. If no instructions and/or additional information have been provided by the Client, technical expressions shall also be translated and/or edited using standard lexicographical and comprehensible language.
The Client is responsible for ensuring that the projects provided by the Client do not infringe on any competition, trademark or proprietary name rights and/or are not objectionable for any other reason.
III Fees and terms of payment
The fees for the Contractor’s services are based on the currently valid price lists. The layout of texts, as well as the proofreading of documents on screen, shall be charged on the basis of actual time expended. Prices do not include any applicable value added tax (VAT).
Unless otherwise stated in the order confirmation, the Contractor’s fee is payable, without deductions and including any incurred bank fees (if applicable), within 14 (fourteen) days of the invoice date. In case of delayed payment, legal regulations shall apply.
The Client’s right to offset payments shall only exist if the Client’s counterclaim has been validated by a court of law, has not been contested or has been unequivocally accepted by the Contractor.
If no specific deadline has been agreed between the parties to the contract, then the delivery of the reworked project materials shall be sent within a period deemed reasonable for the accurate and careful completion of the project.
Delivery times shall be binding only if they have been expressly agreed upon. In all other cases, delivery times shall be considered non-binding guidelines. Delivery times are calculated based on working days (excluding Saturdays).
Unless the parties have agreed otherwise, the Contractor shall be authorised to send the corrected, edited or translated texts to the Client via email or fax.
The deadline shall be considered fulfilled if the reworked project materials are sent at such a time that, with the usual transit times for the mutually agreed delivery method taken into consideration, the Client should have received them by the deadline. The Contractor shall not be liable for any delays due to force majeure or to reasons beyond its control.
If the Client agrees to an appropriate subsequent deadline once a delay has occurred, the Client then has the right to withdraw from the contract if the subsequent deadline is not met. The Client is only entitled to compensation for damages rather than the service if the delay is due to wilful intent or gross negligence, or due to a negligent violation of a significant contractual obligation. In the case of simple negligence, the liability of the Contractor is limited to the foreseeable, typically occurring damage.
The limitation of liability pursuant to IV.5 does not apply if a commercial dated transaction was agreed. The same applies if the Client can claim that, as a result of the Contractor’s delay, the Client no longer has any interest in fulfilment of the order. In such cases, liability is limited to the foreseeable, typically occurring damage.
If the Client withdraws from the contract without the Contractor giving the Client any reason to do so, the Client shall be required to pay all charges incurred for project fees up to the point of withdrawal, which, at a minimum, shall amount to 50% of the agreed order value, unless the Client is able to demonstrate that the Contractor’s actual expenses were lower.
V Liability for errors
The Client’s claim of an error assumes that the Client has, upon receipt of the revised project materials from the Contractor, immediately inspected the materials and has promptly provided a detailed written reference of contest to the Contractor concerning any obvious errors and informing the Contractor of any hidden errors after they have become apparent (Section 377 of the HGB, German Commercial Code).
The Contractor shall be given due time to analyse any alleged errors.
An error claim shall not exist if the error is trivial. Stylistic variations that represent realistic and correct translations are, in their nature, trivial and cannot be claimed as an error by the Client.
If the Contractor acknowledges having made an error, the Contractor shall be entitled to supplementary performance, which, at the Contractor’s discretion, can be done either through correction or complete resubmission of the project. However, before the Client shall be able to make further claims or take legal action, (through withdrawal, mitigation, damages, expense recuperation, own discretion, etc.), the Client shall be required to give the Contractor an appropriate grace period to submit a rectified version of the documents, insofar as no other warranty terms have been agreed with the Contractor. If, after two unsuccessful attempts at improving the quality of the documents have been made, it is not possible to rectify the documents, the supplementary work is deemed unacceptable by the Client or the Contractor declines further supplementary performance, the Client shall be entitled to withdraw from the contract or reduce payment. Section VI shall apply for the assertion of claims for compensation and reimbursement.
The statute of limitations for error claims is 12 months from the passing of risk, unless the Contractor has caused the damages through wilfully or grossly negligent behaviour. This limitation period shall also apply to consequential damages. The legal statute of limitation in case of malicious concealment of an error and the claims mentioned in Section VI, Paragraph 1, remain unaffected.
VI Compensation for damages
The Contractor provides its services with the greatest possible care and due diligence. Should damages nevertheless occur to the Client in connection with the contractual relationship, the Contractor shall only be liable – regardless of the legal reason – within the scope of liability for culpability in cases of wilful intent or gross negligence. In the case of damage to property and financial losses caused by negligent behaviour, the Contractor shall only be liable for breach of a material contractual obligation as well as limited to the amount foreseeable and typical at the time the contract was concluded. Material contractual obligations in this context are those whose fulfilment makes the proper execution of the contract possible in the first place and on whose observance the Client regularly relies and may rely. Excluded from the above-mentioned limitations of liability are claims for injury to life, limb or health as well as fraudulent concealment of a defect or the assumption of a guarantee.
If, in accordance with the present General Terms and Conditions, the Contractor’s liability is limited or excluded, this shall also apply to the Contractor’s legal representatives, employees and vicarious agents if claims are made directly against these parties.
The provisions of the Product Liability Act remain unaffected.
VII Data protection
The contractor treats all the customer’s data as confidential and handles it in compliance with the statutory data protection regulations. The customer’s data will only be disclosed to third parties if this is required for processing the contract or the customer has consented to its disclosure in advance.
Project-related data may be erased at the request of the customer once the project has been completed and once the statutory and contractual warranty and guarantee rights have expired, as long as the erasure does not conflict with any storage obligations under provisions of commercial or tax law.
VIII Applicable law/jurisdiction/place of fulfilment
The legal relationship between the Contractor and the Client shall be subject to German law.
In cases of business transactions with traders, legal persons under public law, special funds under public law and persons without a place of general jurisdiction within the Federal Republic of Germany, the court of jurisdiction shall be Hamburg (-Mitte), Germany. Mandatory legal provisions on exclusive jurisdictions remain unaffected by this.
Dispute resolution: For out-of-court settlement of disputes, the EU Commission has created an Internet platform for online dispute resolution. More detailed information is available at the following link: ec.europa.eu/consumers/odr. We are neither prepared nor obligated to participate in dispute resolution proceedings before a consumer arbitration body.
The place of fulfilment for services provided by the Contractor are its business premises. The place of fulfilment for payment obligations is Ahrensburg, Germany.
If one or individual provisions of the present General Terms and Conditions should become legally ineffective, the validity of the other provisions shall remain unaffected.