Sales Terms and Conditions
1. GENERAL
These General Terms and Conditions (hereinafter “Terms and Conditions”) apply to any order placed with TRANSVOX OG Ltd. or its affiliates, parent and sister companies, subsidiaries and successors and assigns, officers, directors, employees and agents (hereinafter collectively “TRANSVOX”) by the party purchasing products and services (“Sales Order”) from TRANSVOX (hereinafter “Purchaser”), and supersede any terms and conditions referred to, offered or relied on by Purchaser. Any service or product, including without limitation interpreting, typesetting, voiceover, transcription, branding, translation, localisation, printing or graphic design services (individually and collectively, “Service(s)”) delivered by TRANSVOX to Purchaser shall be conclusively deemed to have been made subject to these Terms and Conditions irrespective of any contrary conditions or terms provided by Purchaser which contrary terms shall in no circumstances prevail. Acceptance of these Terms and Conditions by Purchaser for one Sales Order is deemed acceptance of these Terms and Conditions for any additional or future Sales Order.
2. QUOTATIONS; SALES ORDERS
2.1 Quotation. Unless expressly provided otherwise, a per-word or per-line price quoted by TRANSVOX refers to the price of each output word or line in the target language. Verbal quotations are given for guidance only and are not binding on TRANSVOX. TRANSVOX may revoke quoted prices or terms of delivery if it has not had the opportunity to view the entire text to be translated prior to issuing the quotation or if an order has not been placed on the basis of such quotation within four weeks of issuing such quotation. Unless otherwise specified, quotes on an hourly basis shall not include travel time, mileage or any other expenses. Purchaser’s oral or written acceptance of the quotation or estimate submitted by TRANSVOX or, if no quotation was submitted, written confirmation by TRANSVOX of a sales order placed by Purchaser shall constitute a contract. These Terms and Conditions shall govern any such contract.
2.2 Responsible Party. TRANSVOX will at all times consider the party placing the Sales Order with TRANSVOX the party responsible and liable for the performance and payment of the Purchaser’s obligation under such Sales Order.
2.3 Delivery Date.
Delivery dates are provisional. Delivery dates stated or otherwise confirmed by TRANSVOX, whether in writing or orally, are bona fide estimates but TRANSVOX cannot guarantee the same and no liability shall attach to TRANSVOX in the event of a delayed delivery. Delay shall in no circumstances amount to or be deemed to be a breach or repudiation of the contract.
2.4 Carriers and Delivery. Whilst TRANSVOX will take reasonable care in the selection of its carriers, couriers or other means of delivery, including without limitation email, fax and internet, TRANSVOX cannot be held liable for loss of any document dispatched by TRANSVOX or consequent loss or damage thereupon. Delivery is deemed to have taken place on posting or delivery to a carrier or despatch via electronic mail or other electronic means, as the case may be, and the risk shall pass to the Purchaser.
2.5 Viruses. Purchaser represents and warrants that its information, documentation, glossaries, style guides, specific terms or similar materials regarding the text, file, material, disc, tape, video, web page, software, data, graphics, table or audio, video, electronic, magnetic or other recording or other information in electronic form or otherwise provided by Purchaser to TRANSVOX (hereinafter “Source Material(s)”) are free of any type of virus, worm, trojan horse or similar technological device or data (collectively, “Viruses”) and that Purchaser has scanned such Source Material(s) for such Viruses prior to providing TRANSVOX with these files.
3. PRICES AND PAYMENT
3.1 Payment Terms. Unless otherwise agreed, Purchaser shall pay to TRANSVOX the total amount due without any discount, set-off or suspension as specified in the TRANSVOX invoice upon placement of the Sales Order, unless a corporate account has been established in which case payment is due within thirty (30) days of the date of invoice. Any reasonable doubt by TRANSVOX concerning Purchaser’s ability to pay the full amount stated in the Sales Order shall entitle TRANSVOX to require security for payment from Purchaser that TRANSVOX deems sufficient before performing its obligations under the Sales Order. Unless otherwise agreed in writing, first-time Purchasers shall pay cash at the time the Sales Order is placed. All payments shall be made in Euro unless stated otherwise.
3.2 Credit Card Payment. Should Purchaser submit or should TRANSVOX require a valid credit card number from Purchaser, Purchaser agrees that the credit card will be charged the then current, applicable, non-refundable fee for our Services. Purchaser also agrees that any additional Services it orders from TRANSVOX may also be charged to that credit card without notifying the Purchaser of this charge or requiring an additional authorisation for that charge. Purchaser acknowledges and agrees that its signature on the Sales Order form authorises TRANSVOX to charge Purchaser’s credit card without obtaining a separate signature or authorisation from Purchaser for such charge to its credit card.
3.3 Unclear or Technical Documents. TRANSVOX shall be entitled to decline to perform the Services or to raise the price stated on the Sales Order form if it is forced to perform more work or to incur more costs not reasonably foreseeable at the time of execution of the Sales Order form or as a result of having to work with very highly technical, difficult, ambiguous, unclear, inaccurate, defective or specialised Source Material(s).
3.4 Taxes. Purchaser will be responsible for payment of all taxes (other than taxes based on TRANSVOX income), fees, duties, and other governmental charges, and any related penalties and interest, arising form the payment of fees under a Sales Order. Purchaser will make all payments of fees to TRANSVOX free and clear of, and without reduction for, any withholding taxes.
3.5 Interest. Any amount that is not paid when due will accrue the maximum interest permitted by applicable law, from the due date until paid.
3.6 Title. Title to all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights (hereinafter “Intellectual Property Rights”) embodied in any deliverable produced by TRANSVOX shall not pass to Purchaser until all fees owed by Purchaser to TRANSVOX, including without limitation late payment interest is paid in full.
4. WARRANTY
Purchaser represents and warrants that it owns or is licensee of the Source Material(s) and all parts thereof, and that translation of, or any other results of Services provided by TRANSVOX in relation to these Source Material(s) and publication, distribution, sales or other use of the deliverable of TRANSVOX shall not infringe upon or violate any Intellectual Property Right.
5. DISCLAIMER OF WARRANTY.
THE SERVICES AND PRODUCTS PROVIDED PURSUANT TO THE PARTICULAR SALES ORDER ARE PROVIDED TO PURCHASER “AS AVAILABLE” AND “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND. UNLESS OTHERWISE AGREED ALL SERVICES SUPPLIED BY TRANSVOX ARE FOR INFORMATION PURPOSES ONLY AND NO WARRANTY IS GIVEN AS TO THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION PUBLICATION OR LEGAL PROCEEDINGS. TRANSVOX WILL ALSO NOT BE LIABLE FOR ERRORS RESULTING FROM ILLEGIBILITY OF ANY MATERIAL SUPPLIED BY PURCHASER. ANY CERTIFICATE, DECLARATION OR AFFIDAVIT – INCLUDING WITHOUT LIMITATION A CERTIFICATE OF ACCURACY – THAT TRANSVOX MAY PROVIDE TO PURCHASER DOES NOT WARRANT THE ACCURACY OF THE TRANSLATION ; BUT ONLY THAT TRANSVOX HAS USED A TRANSLATOR THAT HAS ASSURED TRANSVOX OF HIS TRANSLATION EXPERIENCE. IN ADDITION, TRANSVOX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHERMORE, TRANSVOX DOES NOT WARRANT THE ACCURACY, CORRECTNESS, COMPLETENESS, USABILITY OR APPROPRIATENESS OF ANY SERVICES IT PROVIDES PURSUANT TO THE PARTICULAR SALES ORDER. PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY OTHER WARRANTIES.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL TRANSVOX BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST REVENUE, LOST PROFITS, LOSS OF DOCUMENTS, VIRUSES OR SIMILAR DISRUPTIVE TECHNOLOGICAL DEVICES OR DATA, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM OR RELATING TO THE PARTICULAR SALES ORDER OR THE SERVICES PROVIDED. TRANSVOX’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY SALES ORDER AND THE SERVICES PROVIDED WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY PURCHASER TO TRANSVOX PURSUANT TO SUCH SALES ORDER. PURCHASER ACKNOWLEDGES THAT THE FEES SET FORTH IN THE PARTICULAR SALES ORDER REFLECT THE ALLOCATION OF RISK SET FORTH IN SUCH SALES ORDER AND THAT TRANSVOX WOULD NOT AGREE TO SUCH SALES ORDER WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
7. DEFAULT; CANCELLATION
TRANSVOX may terminate the particular Sales Order, in whole or in part, if Purchaser breaches or fails to comply with any of the Terms and Conditions. Without limiting the foregoing, failure to provide TRANSVOX with adequate written assurance of future performance promptly upon reasonable request thereof, or bankruptcy or insolvency of Purchaser shall be sufficient cause for such cancellation. In the event of such cancellation, TRANSVOX shall not be liable for any damages, and Purchaser shall be liable to TRANSVOX for any and all damages (including but not limited to indirect or consequential damages as well as any costs incurred in performing its obligations under the particular Sales Order) sustained by reason of the default which gave rise to such cancellation.
8. INDEMNIFICATION
Purchaser agrees to defend, indemnify, hold harmless TRANSVOX, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any an all claims, suits, judgments, actions proceedings, losses, damages, liabilities, costs and expenses (including, but not limited to, solicitor’s fees) relating to, incidental to, or arising from (i) Purchaser’s violation or breach of any covenants, representations and warranties made by it herein or (ii) the manufacture, advertisement, promotion, sale or distribution by Purchaser of any deliverables provided by TRANSVOX to Purchaser.
9. MISCELLANEOUS
9.1. Assignment. Purchaser may not assign or transfer, by operation of law or otherwise, any of its rights under this Sales Order or delegate any of its duties under this Sales Order to any third party without TRANSVOX’s prior written consent. Any assignment in violation of the foregoing shall be null and void.
9.2. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of the Sales Order on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9.3. Severability. If any provision of the Sales Order is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and the remaining provisions will continue in full force and effect.
9.4. Governing Law; Jurisdiction. Any Sales Order under these Terms and Conditions will be governed by the laws of England and Wales, without application of conflict of laws provisions that would require the application of the law of another state. The United Nations Convention on Contracts for the International Sale of Goods is not applicable. Purchaser acknowledges and agrees that any action or proceeding arising from or relating to this Sales Order must be brought in a court of England and Wales in London and Purchaser irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
9.5. Force Majeure. Any delay in performance or non-performance of any obligations and duties of TRANSVOX will not be considered a breach of these Terms and Conditions if such delay or non-performance is caused by an event beyond TRANSVOX’s control.
9.6. Entire Agreement. The Sales Order constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.
9.7. Changes. TRANSVOX may make changes to these Terms and Conditions at any time without notice to Purchaser. Purchaser may at any time request a copy of the then-current Terms and Conditions from TRANSVOX.
