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Maastricht, 30-10-2002

General terms and conditions of
Freelance translator and copywriter Marcel Palmen

Article 1 - General
These general terms and conditions apply to all legal relationships between Freelance translator and copywriter Marcel Palmen (Translator) and the Client, and supersede any terms and conditions referred to, offered or relied on by the Client, unless Translator specifically approves the application of such terms in writing.

Article 2 - Quotations, conclusion of contracts
2.1 Quotations and estimates issued by Translator are free of obligation.
2.2 Translator may revoke quoted prices or terms of delivery if it has not had the opportunity to view the entire text to be translated prior to issuing the quotation. The Client's oral or written acceptance of the quotation submitted by Translator or, if no quotation was submitted, written confirmation by Translator of an order placed by the Client shall constitute a contract.
2.3 Translator may consider as a Client any person or entity that has placed an order with Translator, unless said person or entity has explicitly stated that they are acting on behalf and at the expense of a third party, with whose name and address they shall provide Translator on placing the order.

Article 3 - Changes to or cancellation of orders
3.1 Any major changes made by the Client to an order after the contract has been concluded shall entitle Translator to either modify the quoted price and/or term of delivery or refuse to execute the order after all. In the latter case, the Client shall pay for the work already performed.
3.2 Cancellation of an order by the Client shall entitle Translator to claim payment of any translation work already performed for that order as well as compensation for hours spent on research for the remainder of the order. Translator places the translation work already performed at the Client's disposal.

Article 4 - Execution of orders, confidentiality
4.1 Translator undertakes to carry out orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose indicated by the Client.
4.2 Translator shall keep any information provided by the Client strictly confidential and require its employees to do the same. However, Translator shall not be liable for breaches of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.
4.3 Unless explicitly agreed otherwise, Translator shall be entitled to hire others to execute the order (in full or in part), without prejudice to Translator's responsibility for the confidential treatment and proper execution of the same.
4.4 The Client shall honour any request for information by Translator about the content of the text to be translated as far as possible, as well as requests for documentation and lists of terms if such are available. Such information and documentation shall be dispatched at the Client's expense and risk.

Article 5 - Term and date of delivery
5.1 Delivery dates are provisional, unless an explicit written agreement stipulates otherwise. Translator shall notify the Client immediately if it perceives that it will be unable to meet an agreed delivery date.
5.2 If a fixed delivery date is specifically provided for in writing and Translator fails to meet it for reasons other than matters beyond its control, and if the Client cannot reasonably be expected to brook any delay, the Client shall be entitled to cancel the contract. In such cases, however, Translator shall not be liable to pay any damages whatsoever.
5.3 Delivery shall be deemed to have taken place the moment the text is sent by post, fax, courier, modem, the Internet, etc.

Article 6 - Prices and payment
6.1 Prices are generally based on Translator's current rate (per hour or per word), unless agreed otherwise.
6.2 All prices are exclusive of VAT.
6.3 Payment for products supplied under the contract is due 30 days after the invoice date and shall be remitted in the currency invoiced. If payment is not made by the due date, the Client shall be in default -- immediately and without notice of default being required -- as well as owing the statutory interest on the invoice amount from the due date until full settlement.

Article 7 - Complaints and disputes
7.1 If the Client has any complaints about the product supplied by Translator, it shall submit them in writing as soon as possible, yet never later than 10 days after receiving the said product. Lodging a complaint shall not release the Client from its obligation to pay.
7.2 In the case of a valid complaint, Translator shall be granted a reasonable period of time to improve or substitute the product. If Translator cannot reasonably be expected to perform the required improvements or substitution, it may grant the Client a discount.
7.3 The Client's right to complain shall lapse if the Client has itself edited or has hired others to edit the part or parts of the product concerned in the complaint, regardless of whether it has subsequently supplied the product to a third party or not.

Article 8 - Liability, Indemnity
8.1 Translator shall exclusively be liable for damage directly and demonstrably deriving from shortcomings attributable to the same. Translator shall under no circumstance be liable for other forms of damage, such as consequential damage, loss of profits or losses due to delays. Translator's liability shall never exceed the invoice amount of the product in question, exclusive of VAT.
8.2 Ambiguity of the text to be translated shall release Translator from any liability whatsoever.
8.3 The decision whether the use of a text to be translated/edited or the translation/edited version thereof produced by Translator entails any risk of injury or losses due to injury shall be entirely at the Client's expense and risk.
8.4 No liability whatsoever shall be incurred by Translator in respect of damage to or loss of documents, data or data carriers provided by the Client to facilitate the contract's execution. Nor shall any liability be incurred by Translator in respect of damage incurred as a result of the use of information technology and telecommunications media.
8.5 The Client shall indemnify Translator against any claims by third parties deriving from use of the product.

Article 9 - Cancellation
9.1 Any failure on the part of the Client to meet its obligations, as well as bankruptcy, a moratorium or liquidation in respect of the Client's company, shall entitle Translator to either cancel the contract (in part or in full) or postpone its execution without any claim to damages on the part of the Client. In such cases, Translator shall also be entitled to demand immediate payment.
9.2 If Translator should prove unable to meet its obligations due to circumstances beyond its reasonable control, it shall be entitled to cancel the contract without being liable to pay damages. Such circumstances include, but are not limited to: fire, accidents, illness, strikes, riots, war, transport restrictions and delays, government measures, disruption of the services of Internet providers, and other instances of force majeure.

Article 10 - Copyright
10.1 Barring explicit, written agreement to the contrary, the copyright to any translations or other texts produced by Translator shall rest with the same.
10.2 The Client shall indemnify Translator against any and all claims by third parties in respect of alleged violation of property rights, patent rights, copyrights or other intellectual property rights relative to the execution of the contract.

Article 11 - Applicable Law
11.1 The contract shall be deemed to have been made in the Netherlands and Dutch law shall be the proper law of the contract.
11.2 Any disputes which may arise between the commissioning party and the commissioned party from this agreement or any other agreements will be heard by the competent Dutch court.

Article 12 - Registration
12.1 These general terms and conditions were filed with the Chamber of Commerce Maastricht on 31 October 2002.
12.2 Freelance translator and copywriter Marcel Palmen is registered with the Register of Associations of the Maastricht Chamber of Commerce under number 14074939.

This text is translated from the Dutch, and the original Dutch text shall always prevail.
A free copy of these terms and conditions shall be sent forthwith.