General Conditions of Sales

I) PROVISIONS COMMON TO BOTH PROFESSIONAL ENTITIES AND INDIVIDUALS

 

ARTICLE 1– DEFINITIONS

The following definitions apply within the context of these General Conditions of Sale:

VIAVERBIA BENELUX: Limited Liability Company under Luxembourg law, whose full name is Viaverbia Benelux S.à.r.l., established and with its registered office based at L-9991 Weiswampach, 61, Gruuss-Strooss, registered in the Trade and Companies Register of Luxembourg under number B 137.631.

Client: The legal entity or natural person acting within the context of exercising a profession or commercial activity (Business client), or the natural person complying with the legal classification of a consumer under the Consumer Code (Consumer Client), with whom VIAVERBIA BENELUX concludes a contract for the purposes of providing translation work and other language services.

Service/Services: The translation work and other language services offered by VIAVERBIA BENELUX to the Client as part of an offer or a contract concluded between VIAVERBIA BENELUX and the Client.

Contract: The contract concluded between VIAVERBIA BENELUX and the Client, whose purpose is the provision of translation work and other language services by VIAVERBIA BENELUX in return for a price to be paid by the Client, and whose present general conditions of sale (General Conditions of Sale) form an integral part thereof.

Website: The website of VIAVERBIA BENELUX accessible at the following addresses: www.viaverbia.lu et/ou www.viaverbia.be

 

ARTICLE 2: SCOPE

The General Conditions of Sale constitute the sole basis of the relationship between the Parties.

Their purpose is to define the conditions within which VIAVERBIA BENELUX supplies the Client who requests the Services therefrom via the Website, either by direct contact or via a paper medium.

The General Conditions of Sale apply, without restriction or reservation, to any offer or contract for the provision of translation work offered by VIAVERBIA BENELUX to the Client.

The Client is obliged to take note thereof before placing any orders.

Validation of the order by the Client for the Services constitutes the unrestricted and unreserved acceptance of these General Conditions of Sale.

The Client acknowledges to having the necessary capacity to contract and acquire the Services offered by VIAVERBIA BENELUX.

The coordinates of VIAVERBIA BENELUX are as follows:

Viaverbia Benelux S.à.r.l.

61, Gruuss-Strooss

L-9991 Weiswampach

These General Conditions of Sale are also accessible at any time on the Website, and will prevail, where necessary, over any other version or any other contradictory document.

The Client declares to have taken note of these General Conditions of Sale and to have accepted these before the implementation of the ordering process.

It is furthermore specified that, in the event of invalidity of one or more provisions of these General Conditions of Sale, the other provisions will remain applicable.

In addition, it is specified that these General Conditions of Sale may be subject to further modifications.

In this case, VIAVERBIA BENELUX will inform the Client in writing; in the event of any material changes, this will be at least one month before the material change takes effect.

Unless the Client raises an objection within two of weeks from the despatch date of the written notification, the Client is deemed to have tacitly accepted the occurring modifications.

 

ARTICLE 3 – ORDERS AND CONCLUDING THE CONTRACT

It is stated that all offers made by VIAVERBIA BENELUX, either verbal or in writing, are not binding.

In particular, offers are understood to mean appendices such as price lists, brochures and other information relating to Services offered by VIAVERBIA BENELUX and made known to the Client verbally or in writing.

The Client selects the Services that it wishes to order.

It is specified that the choice and the purchase of a Service is the sole responsibility of the Client.

It is therefore up to the Client to check the accuracy of the order before sending it in writing to VIAVERBIA BENELUX by email, fax or post.

The Contract will only be considered as definitively final after:

  • despatching to the Client the written confirmation of acceptance of the email, fax or postal order;
  • and, in the case where an advance payment will have been required by VIAVERBIA BENELUX, after the actual receipt by VIAVERBIA BENELUX of the full amount owed by the Client.

For the Services giving rise to the establishment of a preliminary estimate, the Contract will only be regarded as final after:

  • VIAVERBIA BENELUX has compiled a quote;
  • the express validation in writing of the quote and other possible arrangements for the Service provision by the Client via email, fax or post; and
  • despatching the written confirmation to the Client of accepting the order via email, fax or post.

The quotes set down by VIAVERBIA BENELUX are valid for a period of 90 days.

The order for the quote is considered final by VIAVERBIA BENELUX only after payment by the Client and the actual receipt of the advance payment required by VIAVERBIA BENELUX as part of this order.

This advance payment may not be classified as a deposit in any case.

 

ARTICLE 4 – EXECUTION OF THE CONTRACT

All orders are accepted and executed exclusively by VIAVERBIA BENELUX, even if the express or implied intention is that an order is to be executed by a specific person within VIAVERBIA BENELUX.

After the conclusion of the Contract, VIAVERBIA BENELUX will carry out the translation work in accordance with the specifications agreed upon with the Client under the Contract.

The Client is obliged to do or to have had done all that is reasonably necessary and desirable to allow for the timely and accurate execution of the Contract.

This also means meeting the requirements of VIAVERBIA BENELUX with regard to the communication of additional information for the proper performance of the Contract.

VIAVERBIA BENELUX is authorised, for the purposes of proper performance of the Contract, to have the work carried out by third parties.

 

ARTICLE 5 – CHANGES TO THE CONTRACT AND ADDITIONAL WORK REQUIRED BY THE CLIENT

Complementary agreements or subsequent modifications, as well as concessions made verbally by the staff of VIAVERBIA BENELUX, only bind the latter once these are confirmed in writing by VIAVERBIA BENELUX via email, fax or post.

Similarly, any possible modifications of the order by the Client can only be taken into account by VIAVERBIA BENELUX within the limits of its possibilities.

If VIAVERBIA BENELUX takes into account the changes requested by the Client, this will lead to the creation of a new estimate and an adjustment in the price.

In such a situation, the Client will be bound by the adjusted price.

It is expressly indicated that depending on the 'progressed status' of the work, or if it is impossible to grant the requests of the changes submitted by the Client after the conclusion of the Contract, VIAVERBIA BENELUX may not proceed with the changes requested by the latter.

In this case, VIAVERBIA BENELUX is authorised to terminate the Contract without being liable for any compensation towards the Client.

In such an event, a pro rata amount with the number of words already translated will have been earned by VIAVERBIA BENELUX and invoiced to the Client on the basis of the official tariff or according to terms to be agreed upon with the Client.

 

ARTICLE 6 – PRICE

Prices do not include processing and management fees; these are invoiced additionally and calculated prior to the placement of an order.

The payment requested from the Client corresponds to the total amount of the purchase and includes these costs.

The Services offered by VIAVERBIA BENELUX are provided at the prices in force on the day of confirming the order acceptance by the latter, as communicated to the Client prior to the placement of the order.

The prices are expressed in euros; these include VAT for Consumer Clients and exclude tax for Business clients.

An invoice is issued by VIAVERBIA BENELUX and presented to the Client during the provision of the ordered Services.

VIAVERBIA BENELUX reserves the right to modify the prices before the conclusion of the Contract.

The modification of the agreed-upon prices may likewise occur during the execution of the Contract if the Client modifies the placed order under the conditions provided for in Article 5 hereof.

Until the Contract is fully executed, VIAVERBIA BENELUX is authorised at any time to increase the agreed-upon prices and costs resulting from measures taken by the public authorities.

 

ARTICLE 7 – PAYMENT OF THE PRICE

An advance payment may be required when placing the order.

The balance of the price, either in case of advance payment made beforehand or the entire price, is payable in cash by the Client within fifteen (15) days following the despatch date of the invoice.

Payments made by the Client will only be considered final after the actual collection by VIAVERBIA BENELUX of the due amounts.

VIAVERBIA BENELUX will not be obliged to continue providing the Services ordered by the Client if the latter does not make the advance payment which might be required or if the latter is late in the payment of previously issued invoices.

Late payment penalties will be due in the event of late payment and the payout of sums due by the Client from the date of payment appearing on the invoice sent to the latter.

These late penalties are calculated at the rate of 1.5% per month of delay, with every month started being due.

These late penalties will be automatically and by right acquired by VIAVERBIA BENELUX, without any formal procedures or prior notice.

In addition, in case of non-compliance with the terms of payment listed above, VIAVERBIA BENELUX reserves the right to suspend or cancel the provision of Services ordered by the Client and/or to suspend the performance of its obligations.

 

ARTICLE 8 – RESPONSIBILITY OF VIAVERBIA BENELUX – GUARANTEE

In accordance with legal provisions and without additional payment, VIAVERBIA BENELUX warrants the Client against any translation defects, to the exclusion of any negligence or fault of the Client.

In order to assert its rights, the Client must inform VIAVERBIA BENELUX in writing of the existence of the translation defect within a maximum of eight (8) days from the provision of the Services.

VIAVERBIA BENELUX will promptly rectify or will have rectified (as far as possible) the translation which is considered defective.

The VIAVERBIA BENELUX guarantee is limited to the reimbursement of Services actually paid for by the Client, and VIAVERBIA BENELUX cannot be considered responsible or defective for any delay or non-performance arising from the occurrence of an event of force majeure normally recognised under case law.

Similarly, VIAVERBIA BENELUX cannot be held liable for indirect damages, including but not expressly limited to the loss of income or profits.

Moreover, it is expressly agreed that it is the responsibility of the Client to verify that the translation texts produced by VIAVERBIA BENELUX are publishable as they are.

Publishing or distributing the contents of the translations produced by VIAVERBIA BENELUX therefore entails the sole responsibility of the Client.

As a result, VIAVERBIA BENELUX will never be responsible for the costs of publishing, distribution and printing in particular.

Services provided by VIAVERBIA BENELUX remotely, and via the Website in particular, comply with the regulations in force in Luxembourg.

VIAVERBIA BENELUX cannot be held liable for non-compliance with the legislation of the country in which the Services are provided; it is up to the Client to check such, as it is the latter who is solely responsible for the choice of Services requested.

 

ARTICLE 9 – PERSONAL DATA

Pursuant to the amended law of 2 August 2002, it should be noted that the data requested from the Client (surname, first name, address, company name, VAT registration number where applicable) is necessary chiefly for processing the order and for the preparation of invoices.

This data may be communicated to potential VIAVERBIA BENELUX partners who are responsible for the execution, processing, management and payment of the orders.

This data will not be transmitted to third parties for commercial purposes without the prior consent of the Client.

The processing of data communicated through the Website has been declared to the National Data Protection Commission (Commission Nationale pour la Protection des Données, CNPD).

In accordance with the regulations in force, the Client has the right to access, modify, rectify and object to the information concerning it.

This right can be exercised by contacting VIAVERBIA BENELUX at the following email address: info@viaverbia.com.

 

ARTICLE 10 – APPLICABLE LAW – LANGUAGE

These General Conditions of Sale and the transactions arising therefrom are governed by Luxembourg law.

These General Conditions of Sale are drafted in French.

In the event that these are translated into one or more foreign languages, only the French text will prevail in case of dispute.

 

ARTICLE 11 – CONFIDENTIALITY AND TRANSFER OF CONTRACT

The Parties will treat the information they exchange before, during and/or after the execution of the Contract in a confidential manner, particularly the documents to be translated.

VIAVERBIA BENELUX will also impose this obligation of confidentiality onto the third parties it engages for the purposes of the executing the Contract.

It is expressly agreed that the confidentiality obligation which VIAVERBIA BENELUX intends to enforce on the third parties that it engages for the purposes of executing the Contract is a best-efforts obligation.

Without the prior written consent of VIAVERBIA BENELUX, the Client is not authorised to assign to third parties the rights or obligations resulting from the Contract concluded under these General Conditions of Sale.

As a result, any assignment occurring without the prior written consent of VIAVERBIA BENELUX will be non-binding for the latter.

 

II) SPECIAL PROVISIONS APPLICABLE TO CONSUMERS

 

ARTICLE 12 – CANCELLATION OF THE ORDER

In the event that the Consumer Client cancels an order after its acceptance by VIAVERBIA BENELUX, for any reason whatsoever except the exercise of the right of withdrawal provided for in Article 13 of these General Conditions of Sale or force majeure, the advance payment made for the order will by right be acquired by VIAVERBIA BENELUX and may not be entitled to any refund.

Similarly, if the Consumer Client cancels an order after its acceptance by VIAVERBIA BENELUX, and once the performance of the service will have begun with the prior express agreement of the Consumer Client, a pro rata amount with the number of words already translated will be acquired by VIAVERBIA BENELUX and invoiced to the Consumer Client on the basis of the tariff usually charged or according to mutually agreed-upon arrangements.

ARTICLE 13 – RIGHT OF WITHDRAWAL FOR CONTRACTS CONCLUDED REMOTELY

In the event that the Contract has been concluded remotely, in accordance with the law, the Consumer Client has a withdrawal period of 14 days from the conclusion of the contract to exercise its right of withdrawal with respect to VIAVERBIA BENELUX and to cancel its order without having to justify reasons or pay a penalty, for exchange or reimbursement, unless the execution of the services has already begun, with the express agreement of the Consumer Client, before the end of the withdrawal period.

The right of withdrawal may be exercised online by using the withdrawal form available on the Website (in which case an acknowledgement of receipt on a durable medium will be immediately communicated to the Consumer Client by VIAVERBIA BENELUX) or via any other unambiguous declaration expressing the wish to withdraw.

In case of exercising the right of withdrawal within the aforementioned period, only the price of the Services ordered will be refunded.

The reimbursement of sums actually paid by the Client will be made within a maximum period of 14 days from the receipt by VIAVERBIA BENELUX of the notification of withdrawal by the Consumer Client.

On the other hand, the Consumer Client who wishes for the provision of Services to be executed immediately by VIAVERBIA BENELUX without waiting for the end of the withdrawal period is duly informed that, because of this express request and in accordance with Article L.222-9-7° of the Consumer Code, it acknowledges that it loses its right of withdrawal once the contract has been fully executed by VIAVERBIA BENELUX.

 

ARTICLE 14 – PROVISION OF SERVICES AND CLAIMS

The Services requested by the Client will be provided to the address indicated by the latter when ordering within the time period mentioned on the quote or on the acknowledgement of receipt of the order.

This period runs from the receipt by VIAVERBIA BENELUX of the corresponding order form, duly signed by the Consumer Client and accompanied by the required advance payment.

VIAVERBIA BENELUX will commit its best efforts to provide the Services ordered by the Consumer Client within the period agreed upon in the quote or in the acknowledgement of receipt of the order.

If the ordered services have not been provided within the period referred to above for any cause other than force majeure or the actions of the Consumer Client, the order may be cancelled at the written request of the Consumer Client.

The sums paid out by the Consumer Client will be returned thereto at the latest within fourteen days following the date of contract termination, to the exclusion of any compensation or withholding amounts.

In case of a special request by the Consumer Client concerning the conditions of Service provision, duly accepted in writing by VIAVERBIA BENELUX, the related costs will be subject to a subsequent additional customised invoice.

In the absence of reservations or claims expressly issued by the Consumer Client upon the receipt of the Services or within the time period indicated below, these will be deemed to comply with the order in both quantity and quality.

The Consumer Client will have a period of fifteen (15) calendar days from the provision of the Services to issue such reservations or claims, in writing and with all supporting documents, to VIAVERBIA BENELUX.

No claim may be validly accepted in case of non-compliance with these formalities and time periods by the Consumer Client.

VIAVERBIA BENELUX will rectify (as far as possible) forthwith and at its expense, in accordance with the suitable terms approved by the Consumer Client, the Services whose defects will have been duly proven by the Consumer Client.

It is specified that the non-conformity of a translation which is insignificant never gives a Client the right to suspend its payment or to break the Contract, not even when it has notified VIAVERBIA BENELUX within the period referred to in this Article.

 

ARTICLE 15 – DISPUTES

All disputes to which the purchase and sale transactions concluded pursuant to these General Conditions of Sale could give rise with regard to their validity, interpretation, execution, termination, consequences and results, and which would not have been possible to resolve between VIAVERBIA BENELUX and the Client, will be subject to the courts of and in Luxembourg, without prejudice to the provisions of private international law applicable to disputes between professionals and consumers.

 

ARTICLE 16 – PRE-CONTRACTUAL INFORMATION – CLIENT ACCEPTANCE

Prior to placing an order, the Consumer Client acknowledges to having been notified, in a clear and understandable way, of these General Conditions of Sale as well as of all information and details referred to in Articles L. 221-2 et seq. of the Consumer Code, and in particular:

  • the essential characteristics of the Services, taking into account the communication medium used and the Service concerned;
  • the price of the Services and ancillary costs (delivery, for example), the terms of payment and execution;
  • in the absence of the immediate execution of the contract, the date or time period in which VIAVERBIA BENELUX undertakes to deliver the Services;
  • information relating to the identity of VIAVERBIA BENELUX, to its postal, telephone and electronic contact information, and to its activities if these do not emerge from the context;
  • information relating to legal and contractual guarantees, and to their terms of implementation;
  • the functionality of the digital content and, where applicable, its interoperability; and
  • information relating to the right of withdrawal (existence, conditions, time period, terms of exercising this right and the standard withdrawal form), the terms of termination and other relevant contractual conditions.

The fact of ordering on the Website implies full adherence to and acceptance of these General Conditions of Sale for a Consumer Client, which is expressly acknowledged by the Client.

 

III) SPECIAL PROVISIONS APPLICABLE TO PROFESSIONALS

 

ARTICLE 17 – CATEGORY-SPECIFIC GENERAL CONDITIONS OF SALE

The information appearing on the catalogues, prospectuses and tariffs of VIAVERBIA BENELUX are given as an indication only and are subject to change at any time.

VIAVERBIA BENELUX has the right to make any modifications that it would deem useful.

In addition, VIAVERBIA BENELUX may need to establish Category-Specific General Conditions of Sale, overriding these General Conditions of Sale, depending on the type of Business client in question and determined on the basis of objective criteria.

In this case, the Category-Specific General Conditions of Sale apply to all Business clients meeting these criteria.

 

ARTICLE 18 – UNENFORCEABILITY OF THE GENERAL CONDITIONS OF PURCHASE OF THE BUSINESS CLIENT

These General Conditions of Sale are expressly approved and accepted by the Business client, who declares and acknowledges to having clearly noted these, and thereby waives the invocation of any contradictory documents and its own general conditions of purchase in particular, which will be unenforceable on VIAVERBIA BENELUX even if the latter has become aware thereof.

 

ARTICLE 19 – CANCELLATION OF THE ORDER

In the event that the Business client cancels an order after its acceptance by VIAVERBIA BENELUX, for any reason whatsoever except force majeure, the advance payment made for the order will by right be acquired by VIAVERBIA BENELUX and may not be entitled to any refund.

Similarly, if the Business client cancels an order after its acceptance by VIAVERBIA BENELUX, and once the performance of the service will have begun, a pro rata amount with the number of words already translated will be acquired by VIAVERBIA BENELUX and invoiced to the Business client on the basis of the tariff usually charged or according to mutually agreed-upon arrangements.

 

ARTICLE 20 – PROVISION OF SERVICES AND CLAIMS

The Services requested by the Business client will be provided to the address indicated by the Business client when ordering within the time period mentioned on the quote or on the acknowledgement of receipt of the order.

This period runs from the receipt by VIAVERBIA BENELUX of the corresponding order form, duly signed by the Business client and accompanied by the required advance payment.

VIAVERBIA BENELUX will commits its best efforts to provide the Services ordered by the Business client within the period agreed upon in the quote or in the acknowledgement of receipt of the order.

However, as this period does not constitute a deadline, VIAVERBIA BENELUX cannot be held liable towards the Business client in case of delay in the provision of the Services exceeding the said period.

In case of delay exceeding thirty (30) days, the Business client may request the termination of the sale. Any advance payments already made will therefore be returned thereto by VIAVERBIA BENELUX, excluding any compensation or withholding amounts.

Under no circumstances can VIAVERBIA BENELUX be held liable in case of delay or suspension of the service provision attributable to the Business client or in the event of force majeure.

In case of a special request by the Business client concerning the conditions of Service provision, duly accepted in writing by VIAVERBIA BENELUX, the related costs will be subject to a subsequent additional customised invoice.

In the absence of reservations or claims expressly issued by the Business client upon the receipt of the Services or within the time period indicated below, these will be deemed to comply with the order in both quantity and quality.

The Business client will have a period of fifteen (15) calendar days from the provision of the Services to issue such reservations or claims, in writing and with all supporting documents, to VIAVERBIA BENELUX.

No claim may be validly accepted in case of non-compliance with these formalities and time periods by the Business client.

VIAVERBIA BENELUX will rectify (as far as possible) forthwith and at its expense, in accordance with the suitable terms approved by the Business client, the Services whose defects will have been duly proven by the Business client.

It is specified that the non-conformity of a translation which is insignificant never gives a Business client the right to suspend its payment or to break the Contract, not even when it has notified VIAVERBIA BENELUX within the period referred to in this Article.

 

ARTICLE 21 – NO OFF-SETTING OF RECEIVABLES OR NON-RECIPROCAL DEBTS

Late payment will result in the immediate claim of all amounts due to VIAVERBIA BENELUX by the Business client, without prejudice to any other action that VIAVERBIA BENELUX would be entitled to bring against the Business client in this respect.

 

ARTICLE 22 – DISPUTES

All disputes to which the purchase and sale transactions concluded pursuant to these General Conditions of Sale could give rise with regard to their validity, interpretation, execution, termination, consequences and results, and which would not have been possible to resolve between VIAVERBIA BENELUX and the Business client, will be subject to the exclusive jurisdiction of the courts of and in Luxembourg.