AF-Translations
General terms and conditions of sale
Article 1 – General provisions
1.1. AF-Translations is a division of HARDEBARAN, a company owned by Mrs Françoise Laureys, registered as a natural person with VAT number (BE)-0746.332.054 and established Rue du Saule qui Goutte 15 in 7090 Braine-le-Comte, Belgium.
1.2. The present general terms and conditions are applicable to all transactions and agreements between AF-Translations and the customer. Any possible general or specific terms and conditions belonging to the customer will be unenforceable, unless explicitly agreed on in writing between both parties.
Article 2 – Offers and execution of the ordered work
2.1. Prices quoted by AF-Translations to the customer have a purely indicative value.
2.2. Work is only executed once the customer has agreed in writing (or via e-mail) with the execution of the order that he placed at the price quoted by AF-Translations and is subject to the present general terms and conditions of sale. Every new customer will also have to communicate his complete invoicing information before AF-Translations will start with the execution of the order.
2.3. If an offer has been made on the basis of an incomplete or different text, AF-Translations reserves the right to modify its offer or even to withdraw it, even if the customer has already accepted the initial offer.
2.4. AF-Translations considers the person who placed the order as its customer, regardless if the work has been ordered on behalf of a third party.
Article 3 – Modification and/or annulment of an order
3.1. If the customer modifies the order after having accepted the offer, AF-Translations reserves the right to modify the offer or even to withdraw it and to modify the delivery time.
3.2. If the customer annuls his order, he will in any case have to pay the part of his order that has already been executed to AF-Translations, as well as lump sum damages for the working hours already spent on the preparation of the execution of the order.
3.3. If AF-Translations has reserved a time span for the execution of the order, the customer who annuls his order will also have to pay damages to AF-Translations; the amount of these damages will be equivalent to 50% of AF-Translations’ fee for the part of the ordered work that has not yet been executed.
Article 4 – Confidentiality
4.1. AF-Translations undertakes to safeguard the confidential nature of the information disclosed to it that has been indicated as such and will see to it that the translators to whom it provides assignments will also safeguard this confidential nature. AF-Translations however declines all liability if one of its translators violates this obligation if the company took all reasonably expectable measures to prevent such violation.
Article 5 – Delivery time
5.1. Unless explicitly agreed on in writing, delivery times announced by AF-Translations to the customers are purely indicative.
5.2. Although AF-Translations does all that is in its power to respect a mutually agreed delivery time, it may occur that AF-Translations is unable to meet this delivery time due to complications related to the delivered source text or source document. AF-Translations undertakes to notify the customer as soon as it becomes manifest that the work cannot be delivered within the agreed delivery time. At that point, the customer will be free to choose if he agrees to extend the delivery time or if he prefers immediate delivery of the part of the text or of the assignment that has already been executed (with the provision that, in that case, he will have to pay this part and that the rest of the order will be annulled). Moreover, AF-Translations will in no case be obliged to pay damages of any kind for missing a delivery deadline.
5.3. The delivery is considered to have taken place when the ordered work is sent (via e-mail or any other means of communication).
Article 6 – Complaints
6.1. The customer must notify any and all complaints to AF-Translations by registered letter, within 7 days following the delivery date. Past this term, all delivered work is considered to be accepted and is expected to be entirely paid for within the indicated payment term.
6.2. Complaints relative to the non-conformity of a translation must be adequately motivated by means of dictionaries, glossaries and comparable texts written by competent native speakers. Complaints relative to the non-conformity of another type of delivered work must also be adequately motivated.
6.3. Submitting a complaint does by no means liberate a customer from his obligation to pay AF-Translations.
6.4. If AF-Translations deems the complaint to be legitimate, the company will adapt the delivered work within a reasonable time or offer a rebate on the sum owed by the customer.
6.5. Every complaint will automatically be void if the customer adapted the work delivered by AF-Translations or had this work adapted by a third party. Moreover, every complaint will also be void if the customer wanted AF-Translations to use a certain vocabulary specific to his company and/or a vocabulary that he preferred without having provided an appropriate glossary to AF-Translations before the company started executing the order.
Article 7 – Payment
7.1. If the fee is to be calculated from the amount of words in the source text and it is reasonably impossible to do so on the basis of the source document (e.g. if the delivered source texts are in another format than Microsoft WORD and/or if the source texts include images containing text that needs to be translated), AF-Translations reserves the right to invoice its work according to the number of words in the final target text.
7.2. All prices mentioned are exclusive of VAT.
7.3. If payment has not been received before the payment deadline mentioned on the invoice, the invoice will automatically, as of right and without prior notice, generate arrears interest. According to Article 1153 of the Belgian Civil Code, the interest rate will amount to the legally prescribed 7% (surcharged with the reference interest rate applied by the European Central Bank in accordance with Article 5 of the Law of August 2nd 2002 concerning Late Payment in Commercial Transactions and its amendments in the Belgian State Gazette). AF-Translations will also have the right to charge administrative costs equivalent to 10% of the initially invoiced sum, with a minimum of 25 euros, without prejudice to the damages that the company could legally claim for debt recovery. The charges for late payment will be applied as soon as the payment deadline mentioned on the invoice has been exceeded and as long as the total amount due has not been settled. AF-Translations will also acquire the right to freeze the delivy of services as long as the unpaid invoice has not been entirely settled, without prejudice to other damages that the company could legally claim. Any rebate that the company had initially offered will be withdrawn in case of late payment. In case of dispute, only the courts of Mons will be competent and Belgian law will be applicable.
Article 8 – Limitation of liability
8.1. AF-Translations’ liability can only be invoked in case of overt and provable deceit and will in that case only be limited to the invoiced sums related to the delivered services that are brought into question.
8.2. AF-Translations declines all liability for any kind of damage suffered by the customer, regardless if this damage is of a physical or economical nature or if it is ascribable to late delivery and/or possible loss of profits (this enumeration is not limitative), as well as for any kind of damage suffered by a third party. The customer bares the responsibility to check the suitability (in the broadest sense of the word) of the translations or other delivered services.
8.3. Ambiguity in the source file that was submitted for translation purposes releases AF-Translations from any kind of liability.
8.4. The customer will safeguard AF-Translations from any possible claim from third parties with respect to the use of the delivered work.
Article 9 – Dissolution and force majeure
9.1. AF-Translations reserves the right to dissolve the agreement entirely or in part or to freeze its execution without having to pay damages of any kind if the customer does not fulfil his obligations or if he requests postponement of payment and/or in case of bankruptcy, liquidation or dissolution of the customer’s company. In such cases, AF-Translations is entitled to request immediate payment of all due sums.
9.2. If AF-Translations is unable to fulfil its obligations due to force majeure, the company has the right to dissolve the agreement without having to pay damages of any kind. The following circumstances are to be considered as force majeure: fire, accident, illness, strike, upheaval, war, measures that influence transportation, measures taken by the authorities or any other situation over which AF-Translations has no control. In such cases of force majeure, AF-Translations will only be expected to deliver its translations and/or other services as soon as this is reasonably feasible.
Article 10 – Authors’ rights
10.1. Unless it was explicitly agreed on otherwise in writing, AF-Translations remains sole owner of the authors’ rights on translations and other texts delivered by AF-Translations.
10.2. The customer will safeguard AF-Translations from any action undertaken by third parties against AF-Translations for an alleged violation of the property right, of a patent, of authors’ rights or of any other type of intellectual property right in the frame of the execution of the agreement.
Article 11 – Applicable law
11.1. The legal relationship between the customer and AF-Translations is governed by Belgian law.
11.2. Only the courts of Mons (Belgium) are competent to rule in the frame of any dispute that may arise in relation to the application of the present general terms and conditions.
Article 12 – Unenforceability
12.1. Illegality or unenforceability of any portion or part of the general terms and conditions of sale will not affect the legality or enforceability of the other parts of the general terms and conditions of sale. The parties agree to substitute, in good faith and under mutual agreement, all invalid or unenforceable parts by valid provisions with a similar intention.
