TEKSToTAAL^®

Domiciled in Utrecht and listed in the Trade Register of Utrecht (NL) under number 30068144.

General Terms and Conditions

1.1 These General Terms and Conditions shall be applicable to all our offers and transactions, to the exclusion of the terms and conditions of the Principal, unless we have agreed to his conditions in writing.

1.2 All offers and quotations, made in whatever form, shall be without engagement, unless there is an express provision to the contrary.

2. ACCEPTANCE OF ASSIGNMENTS AND MANNER OF EXECUTION

2.1 Assignments are always accepted subject to the proviso that we shall, within a period of five working days after inspection of a text to be translated or edited, in writing or orally, be entitled to as yet return the assignment without being liable to pay any compensation.

2.2 We are committed to execute the assignment to the best of our knowledge and ability. Regard will be had to the principal's special requirements (e.g. the use of a certain terminology in a text to be translated or edited, in writing or orally), to the extent that we shall deem judicious.

2.3 We shall be entitled to have third parties carry out - in their entirety or in part - assignments given to us.

2.4 We undertake to maintain secrecy in respect of information which we take cognizance of in the course of the execution of the work, which secrecy we shall also impose upon any third parties detailed by us to carry out assignments.

2.5 Under no circumstances shall we benefit either ourselves or third parties by making use of information which we take cognizance of in the course of the execution of the work.

3. LIABILITY

3.1 We shall only be liable for damage directly and demonstrably attributable to an imputable fault on our part. The extent of our liability shall be limited to an amount not exceeding the invoice value of the assignment in question, excluding value-added tax.

4. DELIVERY

4.1 Delivery dates will be stated by us as accurately as possible, however always without obligation. In the event of the delivery date stated being imputably exceeded by more than ten working days, the Principal shall be entitled to cancel the agreement. We shall in that case not be obliged to pay any compensation.

4.2 In case the Principal should, after having awarded it, withdraw an assignment for other reasons than force majeure, the Principal shall be obliged to compensate that part of the work, already carried out at that point in time, and to reimburse any other costs already incurred in connection with the assignment.

4.3 Should the Principal believe there to be cause for complaint in respect of the assignments submitted, he shall notify us of this in writing within ten working days. Voicing a complaint shall not discharge the Principal from his obligation to pay.

4.4 In case we consider a complaint well-founded, we shall - at our option - either amend the assignment submitted, substitute it or give a price reduction.

5. FORCE MAJEURE

5.1 The term force majeure shall be taken to mean any contingency, unforeseen at the time the agreement was entered into, as a result of which compliance with any obligation can in all fairness no longer be expected by the principal. Circumstances on a par with force majeure are illness, strike, lockout, war, threat of war, riots, transport difficulties, fire and other serious disruptions within our company or that of one of our suppliers.

5.2 In the event of force majeure the obligations of parties shall be mutually suspended. Should the situation of force majeure be of such long duration that compliance can in all fairness no longer be expected, each party shall be entitled to cancel the agreement for the future by a mere written statement without any of the parties being liable to pay compensation. If we, as a result of force majeure, have to discontinue the further execution of the work, we shall nevertheless be entitled to compensation for the work executed and submitted up to that point in time as well as for any expenses incurred.

6. DISPATCH

6.1 Delivery shall be deemed to have been effected at the time of dispatch.

7. COPYRIGHTS

7.1 Unless otherwise explicitly agreed upon in writing, we shall retain the copyright to products, such as translations, recorded texts and software, created by us.

7.2 The Principal shall indemnify us against any claims from third parties on the ground of infringement of property rights, patent rights or copyrights within the scope of the assignment.

8. PAYMENT

8.1 Payment of invoices shall be effected in line with the European Directive 2000/35/EC which among other things states a payment date of 30 days.

8.2 All judicial and extrajudicial collection costs, lawyer's fees, bailiff's expenses and debt collection agency's fees shall be borne by the Principal. The extrajudicial collection costs after the first request for payment are deemed to be at least 15% of the receivable, however with a minimum of EUR 150,--.

8.3 In order to obtain greater security we shall, in certain instances and at our discretion, be entitled to require full or partial payment in advance, bank guarantees and the like before starting execution of the assignment and/or reserve the right to send partial invoices in the course of the execution of the assignment. If the Principal has not provided such security within five working days of our written request to that effect, we shall be entitled to suspend our obligations for a period to be decided by us and/or to dissolve the agreement. In the event of suspension and/or dissolution of the agreement we retain the right to be compensated for the work carried out and submitted up to that point in time.

8.4 If the Principal is of the opinion that the invoiced amounts submitted to him are incorrect, he shall be required to object to these in writing, while itemizing his objections, and do so within the term of payment referred to in paragraph 1. Failing such objection shall extinguish his right to object to the invoice amount.

9. DISPUTES

9.1 Should at least one of the parties be of the opinion that a dispute has arisen in respect of an assignment, parties can - provided the other party concurs with this - bring their dispute, within the term referred to in article 8 paragraph 1, before the disputes committee of the Netherlands Society of Interpreters and Translators (Nederlands Genootschap van Tolken en Vertalers, NGTV), provided members of that Society are a minority in this committee. Withal these General Terms and Conditions shall remain in force. The opinion from the afore-mentioned committee shall be binding and the costs shall be borne by the party found to be at fault. Alternatively disputes may also be submitted to the court of competent jurisdiction in Utrecht.

10. FINAL STIPULATIONS

10.1 This agreement shall be governed by Netherlands law.

10.2 If it should emerge that one or more provisions set forth in these General Terms and Conditions and/or our agreement(s) with the Principal is (are) not legally valid, or not entirely legally valid, this shall leave the remaining provisions intact.

Done at Utrecht on 12 March 1985
As amended on 23 December 2008