General Terms and Conditions of Business of Ian Winick Translation & Copywriting
§ 1. Scope of validity
(1) These Terms and Conditions are applicable to contracts concluded between Ian Winick Translation & Copywriting
(contractor) and its customers (principals). The General Terms and Conditions of Business may be
inspected and printed at the contractor’s website (www.ianwinick.com). The latest
updated version of these Terms and Conditions published on the above website shall be applicable to
any subsequent orders, even where no further explicit reference is made thereto upon placement of
(2) Amendments, ancillary understandings and additions to the contract must be set out in writing.
(3) General Terms and Conditions of the principal shall only be binding upon the contractor if the latter
has expressly accepted them in writing.
§ 2. Execution
The contractor is entitled to call upon third parties in order to perform its obligations. For this purpose it
undertakes to engage solely professional, experienced translators who have the necessary skills and
expertise and are bound to maintain professional secrecy.
The translation shall be executed with due care in accordance with the principles of proper
§ 3. Duty of cooperation on the part of the principal
Prior to placement of an order the principal shall make available information and documents that are
required to prepare the translation (glossaries, illustrations, drawings, tables, abbreviations, etc.). The
contractor is not obliged to commence the translation before receiving this documentation, unless the
principal has previously expressly consented to execution of the order and waives any assertion of
warranty rights attributable to the failure to provide the aforementioned documentation.
§ 4. Delivery/service performance
Translation services consist of the written translation of texts from one language into another or into
several other languages. Additional services, such as the editing of texts, special formatting or DTP
tasks, are not included. If such additional services are required, they must be agreed separately.
Delivery periods and deadlines shall only be considered binding where expressly agreed. The
contractor shall not be in default provided a failure to render delivery/performance is due to
circumstances for which it is not responsible (for example, line and transmission problems, Acts of
God, strikes, traffic disruptions, including such problems affecting subcontractors). In this event the
delivery/performance shall be rendered as soon as possible once the reason preventing delivery/performance
ceases to apply. The contractor reserves the right in such cases to withdraw from the
contract. The possibility of either party asserting contractual rights or claims to compensation shall be
excluded in such instances.
§ 5. Rectification of defects
(1) Following receipt of the translation the principal shall be obliged to verify that its contents are
correct and complete. The principal shall notify defects in writing, providing precise specification of the
defect. All defects must be notified no later than two weeks after delivery of the translation in the case
of obvious defects, while hidden defects must be notified within two weeks of their discovery. If the
principal is unable to check the translation on account of a lack of foreign language skills, it shall
entrust the checking of the translation to an appropriate person. Claims to rectification of defects shall
expire by limitation after one year.
(2) If defects are notified the contractor undertakes to make subsequent improvements. The contractor
shall be allowed a reasonable period to make such improvements. If the subsequent improvement
proves unsuccessful, the principal shall be entitled to a price reduction or – if the performance is of no
use whatsoever – to withdraw from the contract.
§ 6. Liability
(1) The contractor shall be liable for its own errors and for those of its subcontractors solely in the
event of gross negligence or intent.
(2) The contractor shall be responsible for keeping materials handed over by the principal with the
same care that it normally takes in its own matters. The contractor shall regularly scan its electronic
data-processing systems for viruses and similar problems, although it shall not be held liable for loss
or damage caused by third-party impacts despite these preventive measures.
(3) Where indemnification or compensation for diminution in value is payable, the contractor shall only
be liable up to a maximum of double the invoice value of the delivery or performance and not for
indirect or consequential losses or damage, such as loss of profits or a failure to realise savings.
§ 7. Duty to maintain secrecy
The contractor undertakes to treat as confidential all information that comes to its attention in
connection with its work for the principal. All subcontractors acting on the contractor’s behalf are
bound by the same undertaking to maintain secrecy.
§ 8. Reservation of title, rights of use and copyright
(1) The translation shall remain the property of the contractor until the fee has been paid in full.
(2) The principal shall acquire the right to use the translation once the fee is paid in full.
(3) The contractor holds the copyright to the translation.
§ 9. Contract termination and order cancellation
The principal may only cancel a contract to prepare a translation in the period up to the agreed
completion date for compelling reasons. Notice of cancellation must be given in writing. In the event of
cancellation the contractor shall be entitled to the remuneration for the performances rendered until
that date as well as – provided the compelling reason is not the responsibility of the contractor –
compensation for lost profit in the amount that would have been payable had the order been
completed in full.
§ 10. Applicable law, validity and place of jurisdiction
(1) The order and all claims arising therefrom shall be governed by German law. In the event of
discrepancies between the English/French wording of the General Terms and Conditions and the
German version, the latter shall therefore be determinative.
(2) If one of the above provisions is wholly or partially invalid due to legal provisions, regulations or
changes in legislation, it shall be replaced by a provision which most closely approximates the
intended commercial purpose of the clause/provision in question. All other provisions shall remain
unaffected and shall continue to apply to the full extent.
(3) Where permitted by law, Cologne is agreed to be the place of jurisdiction for any disputes that may
arise out of this contract.