OWW z dostawcami 2013_EN

Skrivanek Sp. z o.o.
ul. Solec 22
00-410 Warszawa
e-mail: [email protected]
http://www.skrivanek.pl
GENERAL TERMS AND CONDITIONS OF BUSINESS WITH CONTRACTORS
General Provisions
§1
1. These General Terms and Conditions of Business – Regulations, hereinafter referred to as the
Regulations, define the framework for cooperation between Skrivanek Sp. z o.o., hereinafter
referred to as the Principal, and the entities that provide services to the Principal, hereinafter
referred to as the Contractor.
2. Pursuant to the provisions of these Regulations, it is deemed that the effects of legal
transactions performed via fax, electronic mail or electronic order forms for the Contractor are
on equal footing with the effects of legal transactions performed in a written form, unless the
Act or an agreement concluded between the Principal and the Contractor shall require a written
form under pain of invalidity. If a declaration of will is made and sent to the other Party by
electronic mail [hereinafter referred to as e-mail], and an e-mail message is sent from an
address other than the one specified in the agreement concluded between the Parties, the
effects reserved for declarations of will made in a written form are considered to be produced if
the e-mail message was electronically signed in accordance with the Act on Electronic
Signature or refers to the ID of the Purchase Order for the Contractor, which serves as a
password agreed between the Parties for the purposes of electronic communication.
Scope of Services
§2
1. The services provided by the Contractor to which the provisions of these Regulations apply
include, among others, translations [written and certified] and interpreting [simultaneous,
consecutive and certified], hereinafter referred to as the Order, and providing support services,
in particular: proofreading and verification of translated texts, DTP processing, providing
technological means for simultaneous and consecutive interpreting, creation and maintenance
of Terminology and pre-publication processing.
2. The range of services commissioned to the Contractor and terms of their provision shall be
specified in the Purchase Order which the Principal shall deliver to the Contractor on the
Purchase Order Form prepared by the Principal.
3. The terms used in these Regulations shall have the following meanings:
a. Order Form – a form prepared by the Principal based on the arrangements with the
Contractor, including a description of the services ordered, pricing, information on the
use of Terminology, purpose of the translation, publication arrangement, manner of
service delivery and the deadline for completion (date and time).
b. Terminology (also referred to, interchangeably, as the glossary) – a list of expressions
in at least two languages including specialist vocabulary, phrases, abbreviations, etc.
used and preferred by the Principal, the use of which in translations is required and
expected from the Contractor by the Principal.
c.
Purpose of the translation – information communicated by the Principal to the
Contractor on the intended use of the translated text, e.g. presentation, training
materials, tender bid, internal documents, catalogue, package leaflet, user manual, etc.
d. Publication arrangement – information submitted by the Principal to the Contractor on
the intention to disseminate the translated text and make it public, e.g. in a printed
form, electronically on the Internet or intranet, etc. in such a way that it is accessible to
an indefinite audience. Reference materials – documents and information provided to
the Contractor by the Principal in connection with the service, including the content and
vocabulary associated with the translated document or the interpreted speech which
the Principal wishes to have employed in the translation or interpreting.
Purchase Order. Manner and Deadline for Service Delivery. Service Acceptance.
Common Provisions
§3
1. The Parties shall, personally, in writing, or with the use of remote communication tools
[telephone, fax, e-mail], specify the preliminary conditions for completion of the Order.
Subsequently, the Principal shall include these conditions in the Purchase Order Form. The
Contractor may accept the Order by doing one of the following:
1.1. sending a signed and stamped Order Form to the Principal [by fax, or a scanned
document via e-mail];
1.2. by sending back to the Principal by e-mail their declaration of will by which they accept the
Principal’s Purchase Order.
2. The Parties accept that in communications related to the Order they will, as a rule, quote the
Purchase Order ID.
3. The Principal is obliged to notify the Contractor that they want the Terminology to be used in
the translations and such Terminology should be provided to the Contractor, as far as possible,
along with the materials for translation and/or reference materials or at a later date. Moreover,
the Principal should designate their competent contact persons who will cooperate with the
Contractor in preparation of Terminology and approve such Terminology, if the Terminology
service is agreed by the Parties as part of the Order.
4. An Order shall be deemed accepted as of the date when 2 conditions are jointly fulfilled:
4.1. both Parties accept, in the procedure specified in § 3 item 1, the conditions for completion
of the Order;
4.2. the Contractor receives [personally, by mail, fax or in an electronic form] the materials for
translation;
at the same time the accepted Order or the acceptance statement for the Order shall be
received by the Principal by e-mail within 6 hours following the sending of the Purchase Order
to the Contractor but not later than at 02.00 pm on the same day. For the purposes of these
Regulations, a working day shall be understood as any day excluding public holidays.
5. Should the Principal fail to comply with the provisions of § 3 item 4 on time, the Principal may
specify a new deadline for completion of the Order.
6. The Contractor is obliged to deliver the completed Order to the Principal within the time limit
and in the manner agreed in the Order, and the Principal undertakes to collect the completed
Order and confirm its receipt, as well as pay the Contractor their due remuneration within the
time limit and in the manner specified in § 6 of the Regulations.
7. Should the Contractor be entrusted with any documents or materials for translation that must
be returned together with the translation, such documents shall be returned along with the
completed translation.
8. Acknowledgement of delivery of the completed Order to the Principal [as regards translations]
shall be by:
8.1. signing the Purchase Order by the Principal;
8.2. a document confirming that the materials have been received – where the Order is
delivered to the Principal by post or courier service;
8.3. an e-mail receipt confirmation [date and time] – where the Order is delivered to the
Principal via means of electronic communication;
8.4. a fax report confirming proper data transfer [date and time] to the Principal – where the
Order is delivered to the Principal by fax.
9. The Principal shall accept the completed Order within no more than 60 days following its
delivery by the Contractor. The Principal reserves the right to submit reservations and
corrections within 60 days following the receipt of the translation, and if such reservations or
corrections are not submitted by the Principal within that period, this shall be tantamount to
acceptance of the translation. If any reservations or corrections are submitted, the Contractor
shall be obliged to correct the translated text in line with the Principal’s instructions.
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Translations
§4
An order for the translation service should specify among others: type of service, languages,
deadline for completion, delivery method, information about the purpose of translation, names of
the Principal's contact persons responsible for cooperation in the translation process, publication
arrangement (if any) and information on the use of the required Terminology.
Interpreting
§5
1. An order for the interpreting service should specify among others: date and place of
interpreting, type of interpreting, number of interpreters, languages of interpreting, number of
participants in the meeting, name of the Principal's authorised representative for contacts with
the Contractor, theme of the meeting and speeches, and the deadline for delivery of reference
materials for interpreters.
2. In order to ensure the highest quality of interpreting, the Principal may provide the Contractor,
at least 2 days prior to the day of interpreting, with relevant reference materials such as
speeches, presentations, information about speakers, documents to be discussed, etc.
Pricing
§6
1. The Contractor's remuneration for completion of the Order shall be determined by the Principal
in the Order, which the Contractor accepts while accepting conditions for completion of the
Order.
2. The Contractor's due remuneration shall be paid by the Principal following the Order collection
and acceptance, within the deadlines for payment agreed in the Order, unless the Parties make
alternative arrangements as to the deadline for remuneration payment.
Non-performance or Improper Performance of the Service
§7
1. An Order shall be deemed improperly completed, if:
1.1. it has not been completed with a sufficient degree of professionalism;
1.2. it has not been delivered or was not ready for collection on the agreed date.
2. Should the Principal demonstrate that the completed Order exhibits one or more defects listed
in item 1, the Contractor shall be obliged to immediately remove such defects, within the time
limit agreed with the Principal.
3.
If the defects specified in item 1.1 cannot be removed, the Principal shall have the right to
claim a contractual indemnity amounting to 25% of the Contractor's agreed net remuneration
for completion of a given Order. Should the defects prove to be material, which shall be
determined in the complaint procedure, conducted as specified in § 9 of the Regulations, the
Principal shall have the right to claim a contractual indemnity amounting to 70% of the
Contractor's agreed net remuneration for completion of a given Order.
4. Should the Order completion be delayed [item 1.2 § 7 of the Regulations], the Principal shall
have the right to claim from the Contractor a contractual indemnity amounting to 5% of the
Contractor's agreed net remuneration for completion of a given Order for each hour of delay.
5. No Party shall be liable towards the other Party, if non-performance or improper performance
of their respective obligations results from force majeure events. Within the meaning of these
Regulations, the force majeure events shall only be: strikes, blockades, acts of terrorism and
outbreaks of epidemics. The Party affected by force majeure events should immediately notify
the other Party of their occurrence and the estimated time that the force majeure event will last.
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Deadlines for Notification of Defects in the Order
§8
If any defects are discovered in the Orders that have been received and accepted by the Principal
within 1 year of their receipt by the Principal, the Principal is obliged to notify such defects in the
completed Order to the Contractor within no more than 21 days following the discovery thereof.
Complaints
§9
1. Should a dispute occur between the Parties concerning the occurrence of the defects referred
to in § 7 of the Regulations in the completed Order, the Parties undertake to settle such dispute
amicably, based on an opinion of an independent arbiter, appointed jointly by both Parties from
a list of expert court sworn translators having their registered office or place of residence within
the territorial jurisdiction of the District Court in Warsaw.
2. The amount of the contractual indemnity under the provisions of item 3 § 7 of the Regulations
depends on findings of the arbiter's evaluation.
3. The costs of the independent arbiter's opinion shall be borne by the Party that loses the dispute
in the complaint procedure.
Withdrawal from the Agreement
§ 10
1. The Principal has the right to withdraw from the Order at any time, paying to the Contractor a
compensation for loss of contract in the amount corresponding to the actual progress of the
service by the time of the Order withdrawal notice, provided that the Contractor delivers the
completed part of the Order to the Principal. The compensation for loss of contract shall be
determined by the Contractor following the Principal’s request.
2. The Contractor has the right to withdraw from the Order, paying to the Principal a
compensation for loss of contract in the following amounts:
2.1. in the case of interpreting assignments [consecutive or simultaneous], when the
withdrawal occurred:
2.1.1. 3 days before the interpreting date – 20% of the Order value;
2.1.2. 2 days before the interpreting date – 30% of the Order value;
2.1.3. 1 day before the interpreting date – 50% of the Order value.
Non-payment of the compensation for loss of contract in the full amount renders the
withdrawal ineffective.
2.2. in the case of translation assignments, when the withdrawal occurred:
2.2.1.if 50% of the agreed translation time have passed in the case of normal delivery, and
if 20% of the agreed translation time have passed in the case of express delivery –
25% of the Order value;
2.2.2.if 60% but no more than 70% of the agreed translation time have passed in the case
of normal delivery, and if 40% but no more than 50% of the agreed translation time
have passed in the case of express delivery – 50% of the Order value;
2.2.3. if 70% of the agreed translation time have passed in the case of normal delivery, and
if 50% of the agreed translation time have passed in the case of express delivery –
95% of the Order value.
Confidentiality Clause
§ 11
1. The Contractor undertakes to keep confidential any and all information provided and disclosed
to them by the Principal for the purposes of proper completion of the Order. Such information
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may be disclosed exclusively to the employees and sub-contractors directly involved in the
Order completion.
2. Should the Contractor default on their confidentiality commitment, the Contractor shall be
obliged to pay the Principal a contractual indemnity of PLN 10,000 for each acknowledged
infringement of such obligation.
3. The Contractor undertakes to make all arrangements concerning the Order exclusively by way
of direct contacts with the Principal only. The Contractor is forbidden to directly conduct any
negotiations or make any arrangements concerning the Order with any third parties, especially
the Principal’s customer. Any possible deviation from the above-mentioned rule must be in
writing on the Order Form accepted and signed by the Parties, or otherwise remains null and
void.
4. If the Contractor fails to observe the prohibition specified in item 3 § 11 of the Regulations, they
shall pay the Principal a contractual indemnity amounting to 50% of the Order value.
Final Provisions
§ 12
1. To issues not regulated herein, the appropriate provisions of the Civil Code shall apply. At the
same time the Parties unanimously agree to exclude all other rights that the Contractor would
have in connection with non-performance and/or improper performance of the Order other than
granted in these Regulations.
2. The Regulations become binding for the Parties when the Contractor accepts the Purchase
Order [by signature or acceptance thereof in the procedure specified in §§ 1 and 3 of these
Regulations].
3. The provisions of the Regulations may be amended by and between the Parties exclusively in
writing, under pain of nullity, subject to the provisions of item 4.
4. The Principal reserves the right to amend the Regulations. Any amendments to the provisions
of the Regulations, in order to become legally valid and effective, require that the new
Regulations are sent to the Contractor's e-mail address communicated when the Order is
placed, at least 7 days before the new Regulations come into effect, and shall not require an
addendum to the agreement. Any amendment to the Regulations gives the Contractor the right
to terminate the agreement by notice, with effect as of the date of the new Regulations coming
into force, with the proviso that the Orders accepted by the Contractor before the new
Regulations came into effect shall be carried out on the basis of the previous Regulations. The
Contractor’s notice should be submitted in writing within 3 days of receiving the new
Regulations.
5. If the damage resulting from non-performance or improper performance of their obligations by
the Contractor goes beyond contractual indemnities specified in these Regulations or the
agreement for a given circumstance, the Principal shall have the right to claim damages in
excess of the agreed contractual indemnities up to the full amount of the damage.
6. Any disputes arising out of completion of any Order or performance of the agreement binding
the Parties shall be submitted by the Parties to common courts in Warsaw.
7. These Regulations shall come into effect on 21.05.2013.
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