PREAMBLE

By accepting an order from LEXCELERA, the partner also unreservedly accepts these General Terms of Purchase.

The partner waives the right to invoke any document (invoice or other Partner document) that contradicts any clauses of these Terms.

 

ARTICLE 1: DEFINITIONS AND CONTRACTUAL DOCUMENTS

Purchase Order: the electronic document by which the Client LEXCELERA orders the service from the Partner.

Services: Translation, Editing, LQA, Review Eval, Terminology Extraction, Post-Editing, Copywriting, DTP, Content Writing, Voiceover, Interpreting, Transcription and Alignment.

Parties: the Client LEXCELERA and the Partner.

All Orders (and any modifications thereto) must be in writing and require the issuing of a purchase order.  The Partner may not under any circumstances rely on a tacit agreement on the part of the Client. The Client shall only be bound by documents signed by an authorised person on the letterhead of the company or of one of the entities of its Group, referring to these General Terms of Purchase.

 

ARTICLE 2: ACKNOWLEDGEMENT OF RECEIPT

Orders shall only become final when LEXCELERA has received an acknowledgement of receipt.

Until the Partner has confirmed the Order, the Client shall be entitled to modify or cancel it.

Any Order accepted by the Partner shall constitute a firm and final commitment on its part and shall imply adherence to these General Terms of Purchase unless they have been the subject of written reservations formally accepted by the Client.

 

ARTICLE 3: PRICE

Unless otherwise agreed, the order price is always firm and final. Any modification must be specified in writing before the purchase order is sent in order to be accepted by the Client.

Orders do not entail any systematic payment of advances (deposits or down payments), unless expressly stipulated in the order or in the special terms and conditions.

 

ARTICLE 4: TERMS OF DELIVERY

4.1 Deadlines

The delivery date is binding and applies to all services ordered. Unless otherwise agreed, the deadline shall by default be CET.

The Partner must immediately inform the Client in writing of any delay, for whatever reason, occurring during execution of the Order, specifying the probable duration and the consequences for the delivery deadline.

As this deadline is strict and constitutes an essential and decisive condition for the Client‘s consent, the Partner shall be fully liable for any delay in delivery and shall therefore bear all the direct or indirect harmful consequences thereof, without prejudice to the Client’s right to cancel the Order in question, without such cancellation having to be ordered by the courts, or to contact whoever it sees fit, if the default continues for more than one month, to obtain the Supplies that are the subject of the Order. In this case, the additional cost, as well as the expenses incurred by this additional purchase, shall be borne by the defaulting Partner.

In the event of delay in meeting any of the contractual deadlines set out in the Order, the Client shall be entitled to charge the Partner late payment penalties. These amounts shall be due without formal notification being required and shall be paid in the form of a credit note

 

ARTICLE 5: INVOICING AND PAYMENT

All invoices shall be issued no later than the first working day of the month following the order. This invoice must include all the information specified in Article L. 441-3 of the French Commercial Code, as well as the purchase order number (P202X_XX_XXXX).

Invoices shall be paid 45 days after the end of the month by bank transfer, unless otherwise agreed.

The Partner expressly authorises the Client to offset any amounts owed by the Client or any assignee of the invoices against those owed by the Partner, irrespective of the reason.

 

ARTICLE 6: QUALITY ASSURANCE

Before commencing execution of the Order, the Partner undertakes to deliver the level of quality expected by the Client.

 

ARTICLE 7: PARTNER RESPONSIBILITIES

The Partner undertakes to comply fully with any instructions stipulated in the purchase order and written exchanges with the Client. Subcontracting all or part of the Order must have the prior written approval of the Client.

Likewise, the Partner cannot modify the type of service provided without the Client‘s prior agreement.

If a failure to comply with instructions is established after receipt, the Partner undertakes to perform the work again at its own expense until the expected service has been delivered, without being entitled to claim any compensation from the Client. The Client is entitled to a period of time after delivery to make any claims.

 

ARTICLE 8: FORCE MAJEURE

The Parties cannot be held responsible or in breach of their contractual obligations when the failure to perform their respective obligations is due to force majeure. The execution of the Order between the Parties shall be suspended until the causes giving rise to the force majeure have ceased. Force majeure refers to irresistible facts or circumstances, external to the Parties, unforeseeable and beyond the control of the Parties, despite all reasonable efforts to prevent them. The affected Party must notify the other within five (5) working days of the date on which it becomes aware of the force majeure. The Parties shall then agree on the terms under which execution of the Order shall be continued.

 

ARTICLE 9: CONFIDENTIALITY

In general, the Partner shall be bound by an obligation of “Professional Secrecy” and must therefore refrain from communicating to any person, without the Client‘s prior written consent, all or part of the technical and commercial information and data collected in the course of execution of the Order and relating to the Client‘s business. By accepting the purchase order, the Partner undertakes to comply with the terms set out in the Client‘s confidentiality agreement.

 

ARTICLE 10: TRANSFER OF TITLE

Unless otherwise stipulated in the special terms and conditions of an order, title and risks shall be transferred upon the acknowledged receipt of the Supplies in full and in good condition.

The Client rejects any reservation of title clause that it has not expressly accepted in writing in advance.

 

ARTICLE 11: APPLICABLE LAW – JURISDICTION

Any dispute relating to the execution or interpretation of our orders shall be subject to the jurisdiction of the Courts in PARIS. These terms of purchase and the Orders under which they are placed are governed by French law.