Standard terms and conditions of NST Science
Article 1 – Applicability of the Standard Terms and Conditions
1.1 These Terms and Conditions, hereinafter referred to as the “Conditions”, apply to all offers made and all agreements that are concluded between NST Science hereinafter referred to as “NST”, and a Client, and to which NST has declared these Conditions applicable. Any applicability of the Conditions of the Client is explicitly rejected, unless otherwise agreed in writing.
1.2 The present Conditions also apply to all agreements concluded with NST for the performance of which the involvement of third parties is needed.
Article 2 – Quotations and formation of the agreement
2.1 All offers and price quotations issued by NST are made without any obligation.
2.2 The agreement will come into effect on the written acceptance by the Client of the offer made by NST or – if no offer was made – by the written confirmation by NST of a commission provided by the client. Correspondence by e-mail will be considered to constitute written correspondence. NST may, however, withdraw its quotation and the dates given, if NST has not been able to review the full text before the offer was accepted by the Client. All price quotations and offers are exclusive of BTW (Dutch VAT), unless explicitly stipulated otherwise.
2.3 NST may regard as its Client, the person who has commissioned NST, unless this Client has specifically indicated that it is acting upon the instructions, in the name or for the account of a third party, always provided that this third party’s name and address were concurrently given to NST.
2.4 NST deems the person who concludes the agreement with NST authorised to do so.
Article 3 – Changes to and withdrawal of commissions
3.1 If, after formation of the agreement, the Client makes any changes ot the text other than mnor ones, NST is entitled to consider each addition and/or change made after the commission was granted to be a separate commission and will treat it as such.
3.2 Any changes as regards the performance of the commission proposed by the Client after the commission has been given, must be brought to the attention of NST in writing and in due time. If such changes are communicated orally or by telephone, the risk attendant upon the implementation of the changes will be subsequently for the account of the Client.
3.3 If the Client withdraws the commission, he will be indebted to pay for that part of the commission already completed and to remunerate NST on the basis of an hourly rate for any research work already carried out.
3.4 If NST has reserved time for the performance of the commission and this time cannot be used for other purposes, the Client will be liable to pay NST a compensation of 50% of the fee for that part of the commission that has not been carried out.
Article 4 – Performance of the contract and professional secrecy
4.1 NST is obliged to carry out the commission to the best of its ability and with fair knowledge of the subject and purpose specified by the Client. NST will treat all the information made available by the Client with due professional confidentiality.
4.2 Unless expressly agreed otherwise, NST is also entitled to have the commission carried out or partly carried out by a third party, without prejudice to this party’s responsibility to observe due professional secrecy and perform the commission with due expertise. NST will obligate said third party to observe full professional secrecy.
4.3 As and when requested, the Client will provide information of practical significance about the text to be translated as well as any other documentation and terminology. Said documents will always be sent at the expense and risk of the Client.
4.4 NST cannot vouch for the correctness of the information provided by the Client to NST and it does not accept any liability for damage, of whatever nature, if it should prove that the information provided to NST by the Client was incorrect or incomplete, even if such information was provided in good faith.
4.5 If, upon completion, the commission needs correcting or revising, NST must always be given the opportunity to make these corrections.
Article 5 – Intellectual property
5.1 Unless otherwise agreed in writing, NST will retain the copyright of all translations and any other texts produced by NST.
5.2 The Client will indemnify NST against all claims brought by third parties due to an alleged infringement of any property, patent, copy or other intellectual property right associated with the performance of the agreement.
Article 6 – Dissolution
6.1 If the Client fails to fulfil his obligations, and also in the event of the involuntary liquidation, suspension of payments or liquidation of the company of the Client, NST is entitled to dissolve the agreement in whole or in part, or to suspend performance thereof without any obligation to pay compensation. NST is then entitled to demand immediate payment of the amount due.
Article 7 – Complaints and disputes
7.1 The Client must notify NST about any complaints relating to the work produced as soon as possible and in writing, at any rate within ten (10) working days after delivery. The voicing of a complaint does not discharge the Client from his obligation to pay.
7.2 If NST takes up a complaint, this must not be taken to mean that NST considers the complaint justified or submitted in time.
7.3 If the complaint is justified, NST will rectify or replace the work within a reasonable time or, if NST cannot reasonably execute the request to rectify the work, it will grant a discount on the price payable.
7.4 The Client’s right to complain will lapse, if he has made changes in the work, had it changed or if he has transferred it to a third party.
7.5 The Client’s right to claim compensation will always lapse after ten days after the delivery of the commission.
Article 8 – Period and time of delivery
8.1 The agreed time of delivery is a target date, unless expressly agreed otherwise in writing. NST is obliged to inform the Client without delay if it becomes apparent that it will not be possible to meet the tentative deadline.
8.2 Where the agreed period is exceeded without any valid reason by NST, the Client will, if the performance cannot be reasonably awaited, be entitled to dissolve the agreement unilaterally, in which case NST will not be obliged to pay compensation.
8.3 Delivery is deemed to have been effectuated at the time of personal delivery, or dispatch by ordinary mail or courier service, telefax or e-mail.
8.4 Delivery of data via electronic mail is deemed to have been effectuated at the time at which the medium confirmed that the mail has been sent.
Article 9 – Fee and payment
9.1 The fee is based on a rate per word or per hour, in accordance with the quotation or the written confirmation of the commission.
9.2 The fee is exclusive of BTW, unless explicitly stipulated otherwise.
9.3 Each partial delivery, which includes which includes the delivery of sections of a commission composed of several parts, can be invoiced separately to the Client. Article 9 paragraph 4 of these Conditions is applicable by analogy.
9.4 Invoices must be paid not later than 30 days after the date of the invoice and in the currency in which the invoice has been drawn up. The Client will be deemed immediately in default without any notice of default being necessary upon expiry of this period of 30 days, in which case the Client will also owe NST the statutory interest over the invoice amount from the date of default until the date of full payment.
9.5 In the event of extrajudicial collection costs, a collection fee of 15% applies for the first EUR 3000 of the principal sum including interest and a rate of 10% for the remainder, with a minimum of EUR 300.
9.6 NST can exercise its lawful rights in respect of all costs incurred which are connected directly or indirectly with the performance of the agreement.
Article 10 – Liability and indemnity
10.1 NST is exclusively liable for damage which is the direct and demonstrable consequence of an attributable failure on the part of NST. NST is never liable for any other form of damage such as consequential loss, delay damage and lost profit. At any rate, liability will always be limited to an amount equal to the value of the invoice of the relevant commission excluding BTW.
10.2 Ambiguity in the source text discharges NST from any liability.
10.3 NST will not be liable for any consequential loss, specifically including bodily injury, ensuing from the wrong application of medical or any other equipment, objects and/or instructions, caused by mistakes or obscurities in the source text or the translation.
10.4 NST cannot be held liable for the damage or loss of documents, information or data carriers made available to NST for the performance of the agreement. Nor is NST liable for damage resulting from the use of information technology and modern forms of communication.
10.5 The Client is obliged to indemnify NST against all claims from third parties ensuing from the use of any work produced, except where this liability on the part of NST exists on the grounds of the provision of this article.
Article 11 – Force Majeure
11.1 In addition to all that is specified by law or in legal precedents, for the purposes of these Conditions force majeure will be taken to mean: all circumstances, events, causes and consequences whether foreseen or unforeseen which fall outside the control or influence of NST, as a consequence of which NST will not be able to fulfil its obligations. Such circumstances will always but not exclusively include: fire, any other operating disruptions, either at the premises of NST, or at the premises of NST’s suppliers of business and services, transport breakdowns, and any other events that are outside NST’s control, such as war, blockades, civil disturbances, epidemics, floods and storms.
11.2 The obligations of NST will be suspended for the duration of the force majeure. If the period of force majeure, as a result of which NST is not able to meets its obligations, should last longer than two (2) months, both parties will be entitled to dissolve the agreement, without there being any obligation to compensate in that event. If the Client is a private individual, the right to suspend as referred to in 11.2 will only apply insofar as NST has a right to suspend its performance within the meaning of the law.
11.3 If, at the start of the force majeure, NST has already partly fulfilled its obligations or will only be able to partly meet its obligations, NST is entitled to invoice that part separately and the Client is obliged to pay this invoice as if it constituted a separate contract.
Article 12 – Mention of name
12.1 After having consulted with the Client, NST will be entitled to use the Client’s name as a reference and NST will also be entitled to use the Client’s name in its advertising material. If the Client refuses such use, he must inform NST accordingly in writing.
Article 13 – Applicable law
13.1 Each agreement between NST and the Client is subject to the laws of the Netherlands. Disputes ensuing from or relating to any agreement between NST and the Client will be decided upon exclusively by the District Court of Zwolle-Lelystad (NL).
13.2 All disputes about these Conditions must be submitted for judgment to the competent Court of the Netherlands.
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