1.1 These General Terms and Conditions apply to offers made by or agreements and negotiations entered into with Blauvelt Tuinbouwvertalingen, hereinafter referred to as “Blauvelt”, with regard to the provision of services by Blauvelt.
1.2 Unless confirmed otherwise in writing by Blauvelt, Blauvelt does not accept any general terms and conditions issued by the client; such general conditions do not apply.
1.3 Additions and/or amendments to these General Terms and Conditions shall only be effective if noted in the order confirmation or the contract.
All offers made by Blauvelt are only binding subject to the confirmation of the order.
3.1 An agreement between the client and Blauvelt is deemed to exist immediately after Blauvelt has confirmed the order in writing or by email.
3.2 Any additional agreements, changes and/or commitments relating to the agreement are only valid if confirmed in writing or by email by Blauvelt.
3.3 The order confirmation or the contract will specify the services to be provided by Blauvelt.
4. Prices and rates
4.1 All prices and rates quoted are exclusive of turnover tax.
4.2 Blauvelt’s general prices and rates may be changed in the event of an externally imposed increase in costs related to the project.
4.3 Fixed prices only apply per project and as long as the specifications for the project, as referred to in Article 3.3, remain unchanged. Any additional services will be charged separately by Blauvelt.
4.4 Blauvelt is entitled to reimbursement of any additional costs incurred on behalf of the client that are not specifically mentioned in the order confirmation or in the contract. Additional costs include, without limitation, courier and travel expenses.
4.5 The rates listed on the website apply to normal translations. Surcharges are calculated for very complex translations, such as legal contracts, sworn translations or texts related to botany. The offer is valid at all times and not the rates specified on the website.
4.6 Prepaid cards are valid for five years, after which the credit balance expires. Unused credit is never refunded, regardless of the circumstances.
5.1 Blauvelt reserves the right to require a deposit following confirmation of the order or to send the final invoice before completion of the project.
5.2 Unless agreed otherwise, the payment term of an invoice is fifteen (15) days after the date stated on the invoice.
5.3 If the payment deadline is not met, the client shall owe interest on all overdue amounts, which interest shall be calculated at a rate of one twelfth of the Dutch statutory interest per month from the date on which payment was originally due, without any further reminder or notice of default being required. Blauvelt reserves the right to suspend any further deliveries to the client until payment has been made in full.
5.4 Payments made by the client will first be offset against any outstanding interest and expenses and then against the longest outstanding invoices, regardless of any claims by the client that payment will serve to pay a later invoice.
Blauvelt has the right to have the agreement fulfilled by a third party.
7. Ownership of copyright
7.1 Blauvelt shall retain the ownership of all copies of the translations delivered to the client and the copyright on any software until the full price of the translation and/or software and any other amounts owed by the client to Blauvelt have been paid in full. The client shall have fiduciary ownership of the translation and/or software vis-à-vis Blauvelt until full payment has been received; if full payment has not been received by the due date, Blauvelt has the right to demand that all copies of the translation in existence be returned immediately.
7.2 The actual translator retains the theoretical copyright if this were to become relevant in connection with the order.
8. Execution dates
8.1 The delivery times, as referred to in the offer, the order confirmation and any agreements, are determined on the basis of Blauvelt’s expertise and are met to the greatest extent possible. They are, however, not binding.
8.2 Exceeding the delivery times, for whatever reason, does not entitle the client in any way to compensation, exemption from the agreement or non-fulfilment of one or more obligations imposed on the client by the agreement in question or by any other related agreement. However, should the delivery time be exceeded excessively in the opinion of Blauvelt, the latter will enter into further negotiations with the client.
8.3 Each Party is obliged to notify the other Party if a delay in its performance is anticipated.
9. Obligations of the client
9.1 The client must provide Blauvelt with all information and material necessary for the provision of the agreed services.
9.2 With regard to the translation services to be provided, the client must approve in writing the terminology list proposed by Blauvelt on the basis of which the translations will be made on or before the date stated in the contract or order confirmation.
9.3 If the client does not fulfil its obligations pursuant to the provisions of the previous two paragraphs, the original execution date will lapse and both parties will be required to agree on a new date.
10. Costs of delay and cancellation
10.1 In the event of a delay on the part of the client, the client shall reimburse Blauvelt for the cost of unused production time for each translator assigned to the project and reserved by Blauvelt for each instance of delay. The fee will be calculated on the basis of the rates stated in the contract or in the order confirmation.
10.2 If the delay, as referred to in the previous paragraph, exceeds four weeks, no further compensation for the costs of unused production time shall be due for the period thereafter.
10.3 If the client deems it necessary to cancel an order, the client will owe Blauvelt the following compensation:
– In the event of a cancellation up to four weeks before the start date stated in the contract or order confirmation: 15% of the fixed or assumed price on the basis of the contract or order confirmation.
– In the event of a cancellation after the start date specified in the contract or order confirmation: 15% of the fixed or assumed price on the basis of the contract or order confirmation, plus a portion of the fixed or assumed price on the basis of the contract or order confirmation that is proportional to the services already provided, calculated in production hours.
11.1 To ascertain the justifiability of a complaint with regard to the services provided by Blauvelt, Blauvelt must be notified in writing of the complaint within fourteen (14) days after the date on which the articles to be delivered by Blauvelt to the client were sent. Submitting a complaint does not entitle the client to suspend payment.
11.2 Complaints submitted within the period referred to in the previous paragraph will be investigated; to the extent that the complaint is justified in view of the specifications of the agreement, Blauvelt will endeavour to remedy the source of the complaint to the best of its ability.
Blauvelt and/or its subcontractors undertake to observe due confidentiality in regard of all information acquired or obtained from the client. The client shall undertake to keep all information acquired or obtained from Blauvelt confidential.
13. Liability and indemnity
13.1 Blauvelt is not liable for damages resulting from the loss or damage of material entrusted to it.
13.2 Blauvelt is not liable for any loss or damage suffered by the client resulting from the dubious performance or non-performance of the agreement. Neither is Blauvelt liable for any loss or damage suffered by the client resulting from improper compliance with the agreement in the event that the period for which the order is granted is not reasonably proportional to the scope of the work to be carried out by Blauvelt under the agreement. Blauvelt is in no way liable for any loss or damage resulting from the inaccuracy or incompleteness of a text it has translated. Blauvelt’s liability can never exceed the total amount charged to the client in relation to the order in question. The client shall indemnify Blauvelt against legal liability.
14. Force majeure
14.1 If, as a result of force majeure, Blauvelt is prevented from fulfilling its obligations, Blauvelt is no longer obliged to comply with the production schedule.
14.2 In the present General Terms and Conditions, force majeure is interpreted as any situation in which the client cannot reasonably expect Blauvelt to fulfil its obligations, regardless of whether the circumstances in question could have been foreseen. Force majeure also includes war and violence resulting from war, hostilities, fire, the promulgation of ordinances that limit, impede or prevent the fulfilment of obligations, full or partial disruption of the activities of Blauvelt’s business operations or those of its suppliers, excessive illness among Blauvelt’s employees or non-fulfilment by third parties.
Both parties have the right to terminate the agreement with immediate effect if:
– the other party is in default under the terms of the contract and fails to remedy the defect within thirty (30) days of receipt of written notice specifying the defect;
– the other party becomes insolvent, is likely to be declared bankrupt or placed under receivership, has been appointed a receiver or is being wound up, ceases to conduct business; or — in the event of the death of any member of the other party.
16. Transfer of the agreement
Neither Blauvelt nor the client shall have the right to transfer any rights and obligations under any agreement whatsoever to any third party without the prior consent of the other party.
All disputes or legal claims arising from the agreement will be submitted exclusively to the President of the District Court in The Hague, without prejudice to Blauvelt’s right as plaintiff to submit a claim to the President of the District Court in a city to be designated by the client.
18. Applicable law
This agreement is governed by Dutch law, in the broadest sense of the meaning.