Note: This is a free translation of the original French, and is provided for the convenience of
English-speaking readers. In the event of litigation, the French original alone shall be
General Terms of Sale
1. APPLICATION AND SCOPE OF THE TERMS OF SALE
All orders placed imply the Client’s full acceptance of these Terms of Sale to the exclusion
of any other do cument, without any reservation.
No special terms may take precedence over these Terms of Sale unless they are stated in
writing on the purchase order in its final and binding form.
The performance of any service by the Service Pr ovider implies the Client accepts these
Terms of Sale and waives his own general terms and conditions. Any provision to the
contrary will, in the absence of manifest consent, be without effect against the Service
Provider, regardless of the time at which such provision is brought to the notice of the
same Service Provider.
Should the Service Provider not make use of any or several of the provisions in these
Terms of Sale, this is not be interpreted as a waiver of the Service Provider’s right to make
use of any of such provisions at a later date.
2. QUOTATIONS AND ORDERS
Before the Client places any o rder, the Service Provider will issue a price quotation, free
of charge, on the basis of the documents to be translated or information provided by the
Client. The quotation the Service Provider sends to the Client by regular mail, electronic
mail, or fax will specify:
• The number of words or pages to be translated;
• The language they are in and the language they are to be translated into;
• The way in which price for the translation was calculated. A translation fee may
be a single, inclusive amount or calculated at an hourly rate or at the Service
Provider’s rate at the time the quotation is drawn up, which may be based on
criteria such as the numb er of wo rds in the text to be translated or the number of
words in the translated text, as established by the Statistics function in Microsoft
Word, or the number of lines, or pages, or th e number of hours taken.
• The date the translation is to be delivered;
• The format of the translated documents where a specific layout has been
• Any special rates applied because of urgency or special research or other service
that goes b eyond those usually provided b y the Service Provider.
To confirm an order, the Client is to signify acceptance in writing on the qu otation
received by regular mail or fax, sign the same and return it otherwise un-amended to
the Service Provider by regular mail or fax. If the Client receives the quotation b y
electronic mail, the Client may confirm the order by return electronic mail clearly
expressing acceptance. If the Service Provider do es not receive confirmation of the
order, the Service Provider reserves the right not to commence work on the translation
If confirmation of the order is not received within three (3) months of the date the
quotation is sent by the means referred to above, the quotation will lapse.
The Service Provider reserves the right, after informing the Client, to charge an
additional fee and/or not to comply with the delivery date on the Client’s initial order
in any of the following cases:
• Modification of documents or the addition of do cuments b y the Client after the
initial quotation was drawn up by the Service Provider, in which case the Service
Provider reserves the right to adjust the amount charged in proportion to the
additional volume of work observed or requested;
• The absence of do cuments at the time the quotation was drawn up;
• An initial quotation based solely on the Client’s estimation of the number of
words and an except of the text.
In the absence of the Client’s express acceptance of the new delivery date and/or
charges, the Service Prov ider reserves the right not to commence work.
Unless otherwise provided in the quotation, expenses incurred in connection with the
provision of services (travel, courier or postal charges, etc.) are to borne by the Client.
Any decision to offer a discount, reduction or declining rate, whether expressed as a
percentage or an amount (per page, line or hour) is at the sole discretion of the Service
Provider and only for the service to which they immediately apply. Any such
discounts or rebates do not give rise to any rights that the Client might assert in respect
of any future services.
If no quotation has been sent to the Client before the commencement of work, charges
for translation services will be calculated at the rate habitually applied by the Service
3. EVIDENCE OF ACCEPTANCE
The Client agrees to consider faxes, e-mails, copies, and computer files as equivalent to
the original and conclusive evidence of the confirmation of orders.
An advance may be required for any order exceeding €200.00 excluding VAT, in which
case the amount of the advance will be stipulated in the quotation. Work will not begin
until payment has been r eceived.
Any deliver y date or dates agreed between the Service Provider and the Client are not
binding until the Service Provider has received all the documents to be translated and
subject to the condition that the Client confirms his/her order as specified in paragraph 2
above within three business days from the date the quotation is received. When the three
days have elapsed, the Service Provider may change the delivery date to allow for
6. SERVICE PROVIDER’ S OBLIGATIONS
The Service Provider undertakes to provide a translation that is as faithful as possible to
the original and that complies with professional standards. He/she will do what is
necessary to take into account and include in the translation information provided by the
Client (glossaries, drawings, diagrams, abbr eviations, etc). The Service Provider may not
be held responsible for any inconsistencies or ambiguities in the source text, the
verification of the final text’s technical adequacy being the Client’s sole responsibility.
7. CLIENT’S OBLIGATIONS
The Client is to provide the Service Provider with all the texts to be translated, together
with all of the technical information required for their understanding and, where
applicable, the specific terminology required. If the Client fails to properly inform the
Service Provider, the Service Provider may not be held responsible if the translation does
not comply with to the Client’s standards or if deliver y is late.
The Client is to inform the Service Provider in writing of any disagreement concerning the
quality of the translation within 10 business days from the time the translated documents
are received. Once this period has elapsed, the service will be considered duly completed
and no further contestation or claims will be allowable. The client agrees to consider
postal, fax , or electronic mail receipts as evidence of delivery.
The Service Provider un dertakes to preserve the confidentiality of info rmation of which
he/she is apprized before, during, and after the pro vision of services. Original documents
will be returned to the Client on request. The Service Provider may not be held liable in
the event that information is intercepted or used by a third party during transfer, in
particularly in the case of transmission by internet. Before the provision of services or at
the time the order is placed, the Client is thus to inform the Service Provider of the means
of transmission to be used to ensure the con fidentiality of sensitive information.
9. DELIVERY FORMAT
Translations are generally delivered by electronic mail in Word format. On request, they
may be delivered by fax or regular mail, and/or on a disk. Any other means of
delivery or formats must be agreed between the parties and may result in additional
The liability of the Service Provider may in no case exceed the invoiced value of the work.
The Service Provider may in no case incur any liability in respect of claims related to
nuances of style.
It is expressly agr eed that delivery deadlines are only of an indicative nature and that late
delivery will not be give rise to penalties. The Service Provider may not be held liable for
any loss or d amage suffered by the Client or a third party as a direct or indirect
consequence of late delivery, as may occur in particular in cases of force majeure or
disruption of fax transmission, electronic mail connections or postal services.
11. PROOFREADING AND CORRECTIONS
In the event of disagreement over certain aspects of the translation, the Service Provider
reserves the right to make related corrections in cooperation with the Client.
If the translation is to be published, the Service Provider is to receive the printer’s proofs
to proofread before publication.
Unless otherwise specified in writing, all corrections will result in additional charges
calculated at the usual hourly rate.
Unless otherwise stipulated in the quotation, full payment is to be made to the Service
Provider within 30 days from the date of invoice.
In the case of payment by ch eck or mon ey transfer from a foreign country, all foreign
exchange and banking charges will be either covered by an additional charge specified on
the quotation or be separately billed to the Client.
In the event of late payment, work on orders in progress may be unilaterally interrupted as
a matter of right until full payment is received and the Client will be liable, without formal
demand, for penalties in the form of interest on the full amount outstanding, this being
charged at one and a half times the prevailing interest rate applied to court-ordered
payments in France.
Translations remain the property of the Service Provider until payment has been received
Before undertaking to have a document translated, the Client must have obtained an
assurance that this does not infringe the rights of any third parties. The Client must thus be
the author of the original document or have obtained prior written permission to have the
document translated f rom any person holding copyright.
If the Client fails to comply with this requirement, the Service Provider may under no
circumstances be held r esponsible or in any way liable if all or a portion of the documents
to be translated infringe the intellectual property rights or any other rights of a third party,
or violate any applicable law or regulation. In such case, the Client alone will be liable for
any compensation due and the financial consequences of his own negligence.
The Client further acknowledges that the translation is a new document and that the
related rights of authorship are held jointly by the author of the original document and the
Service Provider. Where a translation is of a literary or artistic nature, the Service Provider
thus has the right to require, as provided under France’s Intellectual Property Code
(paragraph L.132-11), that his/her name be shown on any copies or publications of the
translation, this being without prejudice to the Service Provider’s economic rights.
In the event that the Client gives the Service Provider written notice of the cancellation ,
for whatever reason, of an order on which work has already begun, the Client is to pay the
Service Provider the full contractual amount for the portion completed and 50% (fifty
percent) for that not completed.
In the event of a dispute of any nature, the Service Provider and the Client undertake to
seek and agreed settlement as follows. As soon as the event giving rise to the dispute
occurs, either party may refer the matter to the Arbitration Commission of the Société
Française des Traducteurs (SFT) by registered letter with return receipt. The parties will
allow the Commission to seek an agreement as it deems appropriate. The parties will do
everything within their p ower to ensure the success of this arbitration. They undertake to
act in good faith. They fu rther undertake not to take the matter to court in the four months
following referral to the Commission and acknowledge that any resort to the courts
contrary to this undertaking may be considered a denial of competence or, failing this,
obviation of agreed settlement, warranting payment to the other party of a penalty
amounting to €1,500.