State-certified Translator and Interpreter

1. Applicability
   1. Unless expressly otherwise agreed, these General Terms and Conditions of Business (the "Terms and Conditions") apply to contracts entered into by and between Franco Cappelletti, certified translator and interpreter, resident Buchenweg 8, D-55457 Gensingen, and his customers.
   2. Any general business terms and conditions of the customer will only be binding on Franco Cappelletti, if expressly acknowledged by him.
2. Scope of translation job
   The translation will be rendered in accordance with the relevant professional principles. The customer will be delivered the contractually agreed copy/copies of the translation.
3. Customer's duty of co-operation and information
   1. The customer shall inform Franco Cappelletti in a timely manner of any special characteristics of the translation and its intended use (number of copies, readiness for printing, layout of the translation, required certification (if any) etc.). If the translation is designated for print or publication, the customer shall provide Franco Cappelletti with a galley proof.
   2. The customer shall submit to Franco Cappelletti in a timely manner and without being asked any information and documents required to prepare the translation (such as his own glossaries, images, drawings, tables, abbreviations etc.).
   3. In the event of a culpable breach of these collateral duties, Franco Cappelletti may also claim damages in addition to the statutory rights under §§ 642, 643, and 645 German Civil Code. Franco Cappelletti will not be responsible for any errors resulting from non-compliance with such collateral duties.
4. Rectification of defects
   1. The customer has a claim to a rectification of defects in the translation. Franco Cappelletti may rectify any defects at his option either by a subsequent improvement or substitute delivery. The claim to a rectification of defects must be raised by the customer whilst specifying the defect in detail.
   2. If a rectification of defects fails, the customer may reduce the remuneration or rescind the contract, unless otherwise agreed in an individual case.
5. Liability
   Franco Cappelletti is liable for gross negligence and intent. A liability for slight negligence applies only in the case of a violation of material contractual duties. The aforementioned limitations of liability do not apply to bodily injury or death. The liability of Franco Cappelletti for a culpable violation of material contractual duties is limited to the foreseeable and typical damage incurred.
6. Professional secrecy
   Notwithstanding any duties to disclose under mandatory provisions of the law, Franco Cappelletti shall maintain secrecy in respect of all facts of which he becomes aware in connection with his activities for the customer.
7. Acceptance period
   The customer must accept the translation (provided that it is not longer than 40 standard pages (i.e., 2,000 lines)) within 14 calendar days from its delivery. Unless the customer legitimately raises objections on account of material errors in the translation, the translation will be deemed accepted after the expiry of such period. Franco Cappelletti shall inform the customer of the consequences of the raising of an objection after the expiry of that time limit. The acceptance period for translations, the volume of which exceeds the aforementioned number of pages, will be fixed by Franco Cappelletti in an individual case.
8. Remuneration
   1. If the customer has accepted the translation and unless the customer has legitimately refused acceptance for material defects within the time limit referred to in clause 7 above or an individually fixed time limit, respectively, the remuneration and expenses charged by Franco Cappelletti, as well as any other claims under or in connection with translation jobs, are payable within 14 calendar days from receipt of the invoice by the customer by transfer to the bank account specified on the invoice. If the fixed acceptance period exceeds the time limit for payment of 14 calendar days from receipt of the invoice, the terms of payment will be agreed individually between Franco Cappelletti and the customer. The relevant day to determine the timeliness of payment is the day at which the amount is received by, or credited to the account of, Franco Cappelletti.
   2. In addition to his translation fees, Franco Cappelletti has a claim for reimbursement of expenses as agreed with the customer. In the case of contracts with consumers, VAT is included in the final price, stated separately. In all other cases, VAT will be invoiced separately, if legally required. Franco Cappelletti may demand a reasonable advance payment in the case of substantial translation work and may in justified cases make the delivery of the translation conditional on prior payment of his full remuneration and the expenses as agreed with the customer.
   3. Unless otherwise agreed, the remuneration of Franco Cappelletti will be in line with the provisions regarding his fees as amended from time to time, which can be retrieved on: Honorar and which will be sent to entrepreneurs upon request and will be made available to consumers in the context of the initial translation job, as well as in the event of any amendments, prior to the conclusion of the contract.
   4. The customer may not exercise a right of retention (right to refuse performance) in relation to the fees, expenses, or other claims of Franco Cappelletti under or in connection with translation jobs and may not make a set-off against a counterclaim that is disputed or has not yet become res judicata.
9. Temporary right of use and copyright
   
   1. Upon acceptance of the translation, the customer will acquire a temporary right of use in respect of the translation, such temporary right of use being freely revocable by Franco Cappelletti without notice in the event of a failure to pay the full remuneration, plus expenses (if any) or other claims of Franco Cappelletti under or in connection with the translation, when due as per clause 8.I. above. Upon payment in full of the remuneration, plus expenses (if any) or other claims of Franco Cappelletti under or in connection with the translation, the customer will acquire a permanent right of use in respect of the translation in accordance with German copyright law. An admissible and legally effective set-off as per clause 8.IV. above will be treated as equivalent to a payment.
   2. The copyright to the translation shall remain with Franco Cappelletti.
10. Rescission in the event of impediments to performance
    
    1. If Franco Cappelletti is permanently unable to prepare the translation as a result of force majeure, operational breakdowns of the computer system used by him, or sickness constituting inability to work, or if the translation job is a transaction for delivery at a fixed date, which cannot be completed in good time as a result of the occurrence of any of the aforementioned impediments to performance or its consequences (including, but not limited to, as a result of loss of data on account of operational breakdowns of the computer system), both the customer and Franco Cappelletti may rescind the contract. Translations, in which the customer has no interest in the event of late delivery, will be treated as equivalent to a transaction for delivery at a fixed date.
    2. If the translation job cannot be completed by Franco Cappelletti by the agreed delivery date as a result of the occurrence of any of the aforementioned impediments to performance or its consequences (including, but not limited to, as a result of loss of data on account of operational breakdowns of the computer system), without the translation job being a transaction for delivery at a fixed date or an equivalent transaction, and without the translation being permanently incapable of being prepared, the customer and Franco Cappelletti shall enter into negotiations with a view to agreeing on a new delivery date, taking account of the mutual interests. In agreeing a new delivery date, account must be taken of the time required to restore lost data (if any) and complete other translation jobs which were likewise temporarily not capable of being completed as a result of the occurrence of any of the aforementioned impediments to performance or its consequences. Should no agreement be reached in any such negotiations, both the customer and Franco Cappelletti may rescind the contract.
    3. Franco Cappelletti shall notify the customer without undue delay of the permanent non-availability of the translation, or its non-availability by the agreed delivery date, on account of any of the aforementioned impediments to performance. In the event of a rescission of the contract as per this clause 10, the customer and Franco Cappelletti shall return to each other any performances already received in connection with the translation job. For the avoidance of doubt, the impediments to performance referred to in this clause 10 do not include any impediments culpably caused by Franco Cappelletti.
11. Applicable law; Partial invalidity; Place of performance
    
    1. The translation job and all claims arising thereunder are governed by German law.
    2. The ineffectiveness of individual provisions of these Terms and Conditions will not affect the validity of these Terms and Conditions as a whole.
    3. The place of performance is Gensingen/Germany. If so requested by the customer, Franco Cappelletti will send the translation to the address advised by the customer at the customer's risk.

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