General terms and conditions Casalingua Language Processing V.O.F.

1 Definitions
For the purposes of these general terms and conditions the following terms shall bear the definitions assigned to them:
- client
any natural or legal person who awards a translation or editing contract to CasaLingua Language Processing, as well as any third party who is legally bound pursuant to the award of any such contract;
- contractor
CasaLingua Language Processing having its registered office in Wageningen GLD, the Netherlands;
- translation
the rendition in a language of the content and/or meaning of a text or document in another language submitted by the client, its corrections and any other work pertaining thereto;
- editing
the correction of spelling, grammar and/or punctuation or word-order errors in a text or document submitted by the client, and the stylistic improvement of such text where necessary;
- additional work
the additional work that is required in order to execute a contract properly and in full, and/or that which the client orders as part of the same contract;
- abandoned work
that part of any contracted work the performance of which the relevant client no longer requires at a certain point in time.

2 Contract
2.1 The contractor shall execute the contract in good faith and conscience.
2.2 If the contract is awarded on behalf or at the expense of a third party, the client shall be liable for the settlement of all that is due to the contractor.
2.3 The contractor shall be entitled to have all or part of the contract executed by a third party.
2.4 Any addition and/or change made to a contract that has already been awarded, including one for corrections submitted after the expiry of the term referred to in Article 8.1, shall be deemed to be a separate contract.

3 Prices
3.1 Any price quoted by the contractor shall be stated exclusive of Dutch VAT.
3.2 The contractor shall be entitled to charge any costs that are directly or indirectly related to the execution of the contract, such as those for travel, courier, fax or similar items.
3.3 The contractor shall charge the client for any additional work.
3.4 Abandoned work, which shall be deemed to include the cancellation of an entire contract by the client, shall only result in a price reduction if the contractor has not yet performed any work for the purposes of executing the contract in question.

4 Delivery
Save where expressly agreed otherwise, a specified deadline for delivery shall not be deemed to be critical.

5 Copyright
Upon delivery the client shall acquire the right to use any contracted product for the purposes of disclosure and reproduction subject to the suspensible condition that the relevant invoice is paid within thirty days of the invoice date.

6 Payment
6.1 Any invoice issued by the contractor shall be paid by no later than thirty days after the invoice date, in the absence of which the client shall be in default without the need to notify him accordingly, and shall be liable for interest as permitted in law as of the date on which the relevant invoice falls due.
6.2 The client shall not be entitled to rely on a counterclaim, setoff, deferment or delay, nor to any discount on the payment in question.
6.3 The client shall bear the risk of any circumstances connected with him which in any way render the execution of the contract by the contractor meaningless or impossible. In this case the client shall pay the fee agreed or due for the contract forthwith.

7 Cancellation
Once work has commenced for the purposes of executing a contract, the client shall not be entitled to cancel it on the grounds of an inculpable failure to perform on his part or that of the contractor.

8 Complaints and corrections
8.1 A complaint about any translated or edited text must be submitted within fourteen days or it shall lapse.
8.2 Any corrections which are required pursuant to a complaint and which the contractor deems necessary, shall be performed by the latter on a one-off basis free of charge. It shall not be permissible to charge the contractor for any editing performed by the client himself or a third party.

9 Liability
9.1 The contractor shall in no way be liable for any damage, which shall be deemed to include direct and indirect (consequential) damages, suffered by the client pursuant to the execution of the relevant contract or for any damages caused by the damage, destruction or loss of any information and/or documents entrusted by the client to the contractor.
9.2 The client shall indemnify the contractor against any claim made against the latter by a third party for damages suffered or to be suffered by such party, which shall be deemed to include direct, indirect or consequential damages of whatever nature.

10 Disputes and governing law
10.1 Any dispute between the parties shall be settled by a competent court of law in Arnhem.
10.2 Any agreement concluded with the client, its interpretation and the application of these general terms and conditions shall be governed by and construed in accordance with the law of the Netherlands.

These General Terms and Conditions were lodged with the Gelderland Chamber of Commerce under number 09115958, August 24th 2005.