Priority Translation Terms and Conditions for the Supply of Service
By using our web site www.eSpanishTranslation.com and/or www.TraductorInglesEspanol.com and ordering our Service, You agree to be bound by these Terms and Conditions.
1. DEFINITIONS In this Contract, the following terms shall be defined as below: "Completion" means completion of the Services as evidenced by submission to the Customer of the translation, which is the subject of the Services. "Contract" means the contract between the Customer and the Supplier consisting of the Purchase Order to the extent accepted by the Supplier and these terms and conditions. "Contract Price" means the total price to be paid by the Customer to the Supplier for the Services as defined in the Supplier's quotation when the Customer accepts said quotation and competes payment for the quotation. "Customer" means the person, firm, or company for whom the Supplier is carrying out the Services. "Supplier" means Globe Quest Inc. (including its owners, officers, employees, subcontractors or agents) dba (doing business as) Priority Translation, the business that will carry out the Services. "Services" means the translation and or proofreading and editing to be provided by the Supplier as stated on the Quote and accepted by the Supplier and Customer.
2. ACCEPTANCE OF ORDER 2.1 The Supplier shall sell and the
Customer shall purchase the Service in accordance with the Supplier's written
quotation when such quotation is accepted by the Customer in writing/email or as evidenced
by the Customer paying for the Service quoted. These Conditions which shall
govern the Contract to the exclusion of any other terms and conditions upon
which the Customer accepts or purports to accept any such quotation and service.
No Purchase Order submitted by the Customer shall be deemed to be accepted by
the Supplier unless and until confirmed in writing by the Supplier. 2.2 The
Customer shall be responsible to the Supplier for ensuring the accuracy of the
terms of any Purchase Order (including any applicable specification or text
to be translated) submitted by the Customer and for giving the Supplier any
necessary information relating to the Services within a sufficient time to enable
the Supplier to perform the Contract in accordance with its terms. 2.3 No order
which has been accepted by the Supplier may be cancelled by the Customer except
with the Contract in writing of the Supplier and on terms that the Customer
shall indemnify the Supplier in full against all loss (including loss of profit),
costs (including the costs of all labor and materials used), damages, charges
and expenses incurred by the Supplier as a result of cancellation. 2.4 No variation
to the Contract shall be binding unless agreed in writing/email between the authorized
representatives of the Customer and the Supplier.
3. OBLIGATIONS OF THE SUPPLIER 3.1 The Supplier undertakes
to provide the Services to the Customer in consideration of payment, by the
Customer to the Supplier, of the Contract Price, provided in the Supplier’s
quotation to the Customer, 3.2 The Services will be carried out by the Supplier
with reasonable skill and care, using standards of attention and accuracy normally
to be expected within the translation industry. 3.3 The Services will be provided by the
Supplier in accordance with the Contract. Although the Supplier will use all
reasonable endeavors to make the Services available in accordance with the Supplier's
estimated delivery schedule set out in the Supplier's quotation, the Supplier
accepts no responsibility or liability, financial or otherwise, in the event
that the said estimated delivery schedule is not complied with. In particular,
for the avoidance of doubt, and without limitation of the generality of the
foregoing the Supplier shall not be liable to reimburse the Customer in respect
of any delay payments or other penalties or damages for which the Customer may
become liable to any customer of the Customer as a result of delay or failure
by the Supplier, whether or not the Supplier is aware or the Customer's potential
liability to pay the same. 3.4 The Supplier shall use all reasonable endeavors
to notify the Customer of any delay in the estimated delivery schedule for the
provision of the Services and to propose a revised estimated delivery schedule
to the Customer. Where the reasons for the said delay are other than those covered
in Condition 4 hereof (Force Majeure), the Customer shall have the right (within
seven days of the date of receipt of the notification) to advise the Supplier
in writing that it intends to terminate the Contract forthwith (which latter
course the Customer shall be entitled to take without liability to the Supplier
other than reimbursement to the Supplier of all costs and expenses and of any
cancellation charges of the Supplier's subcontractors or suppliers) incurred
by the Supplier up to the date of termination. Subject as aforesaid the Contract
shall be deemed to include the aforesaid revised estimated delivery schedule.
Any revision proposed by the Customer to the estimated delivery schedule shall
be by mutual written Contract. 3.5 The Customer shall be responsible for making
arrangements, at its own cost, for the delivery to and collection from the Supplier's
premises, of any physical items required to be made available to the Supplier
under the Contract.
4. FORCE MAJEURE 4.1 The Supplier shall not have any liability
in respect of any delay in carrying out or failure to carry out any of its obligations
under the Contract caused by fire, industrial action or dispute, sickness, acts
of Government, default of suppliers or subcontractors, or any other cause whether
of the same nature as the foregoing or not, which is outside the reasonable
control of the Supplier. 4.2 The Supplier shall have the right to extend the
estimated delivery schedule by a time sufficient to take due account of the
event occurring as set out in Condition 4.1. If, however, such extension continues
for a period of six months, the Customer may, upon expiry of such period, terminate
the Contract forthwith without liability to the Supplier other than reimbursement
on the same terms as those provided in Condition 2.3.
5. PRICES AND PAYMENT 5.1 Prices for the Services will be those
set out in the Supplier's quotation. 5.2 All prices are exclusive of any applicable
state taxes and any other applicable taxes and duties, which the Customer shall
be additionally liable to pay the Supplier in certain instances. 5.3 Payment
is usually required before the Services quoted are to be commenced. In the case
that other arrangement have been made in writing, payment for Services shall
be made within fourteen (10) days of the date of the Supplier's invoice therefore.
5.4 If the Customer fails to make payment on the due date, then, without prejudice
to any other right or remedy available to the Supplier, the Supplier shall be
entitled to: a) terminate the Contract or suspend any further deliveries to
the Customer; b) appropriate any payment made by the Customer to such of the
Services (or any services supplied under any other contract between the Supplier
and the Customer) as the Supplier may think fit (notwithstanding any purported
appropriation by the Customer); and ac) charge the Customer interest (both before
and after any judgment) on the amount unpaid, at a rate of 10% per annum, until
payment is made in full (a part of a month being treated as a full month for
the purpose of calculating interest)
6. DEFECTS 6.1 In respect of any defect or error in the Services
provided by the Supplier under the Contract, which shall notified to the Supplier
within 15 days of Completion of the Services, the Supplier agrees that it will
make resources available to investigate the defect and endeavor to rectify the
defect. On receipt of notification of any suspected defect, the Supplier shall,
free of charge, as soon as reasonably possible, carry out an investigation into
the cause thereof and thereafter rectify the same (if possible). 6.2 Except
as set out in Condition 6.1, the Supplier accepts no liability in respect of
any error or defect in any of the Services, or the consequences thereof, and
gives no warranty in respect thereof. 6.3 Should the Customer communicate the
Services or any information contained therein to any third party or use the
Services or any part thereof in the performance of work for a third party, then
the Customer shall be solely liable to such third party for any defect or error
in such Services and the Customer shall indemnify the Supplier against all loss,
actions, claims, costs, demands, expenses and liabilities whatsoever (if any)
which the Supplier may incur either at common law or by statute in respect of
any loss, damage, personal injury or death suffered by a third party by reason
or any error or defect in such Services or by reason of the consequences of
any such error or defect.
7. LIABILITIES 7.1 In no circumstances shall the Supplier be
liable, in contract, tort (including negligence or breach of statutory duty)
or otherwise howsoever, and whatever the cause thereof: (i) for any increased
costs or expenses, (ii) for any loss of profit, business, contracts, revenues,
or anticipated savings, or (iii) for any special, indirect, punitive or consequential
damages of any nature whatsoever arising directly or indirectly out of the provision
by the Supplier of the Services, or of any defect or error therein, or of the
performance, non-performance or delayed performance by the Supplier of the Contract.
7.2 Notwithstanding anything contained in the Contract, the Supplier's liability
to the Customer in respect of the Contract, in contract, tort (including negligence
or breach of statutory duty) or howsoever otherwise arising shall be limited
to the Contract Price. 7.3 This section 7 of this Contract defines the Supplier’s
entire liability to the Customer under this Contract and in relation to any
negligent act or omission of the Supplier, and of its owners, officers, employees,
subcontractors or agents, and in respect of any death injury, loss or damage
caused by or resulting from any of the foregoing is set out in Conditions 3,
4, 6, 7 and 8, which apply to the total exclusion of any other conditions, warranties,
stipulations, or statements whatsoever, whether express or implied by statute,
common law or otherwise howsoever, including, without limitation, any such conditions,
warranties, stipulations or statements regarding the fitness for purpose, performance,
nature or suitability of quality).
8. TERMINATION 8.1 In the event that either party ("the
party in default") commits a material breach of any of it obligations under
this Contract, (and, where such breach is capable of remedy, has not remedied
the same within seven days of receipt of a notice from the other party ("the
innocent party") requiring that the same be remedied) then the innocent
party may by notice to the party in default terminate the Contract, such termination
to take effect immediately upon the receipt by the party in default of such
notice.
9. ENTIRE CONTRACT AND APPLICABLE LAW 9.1 This Contract contains
the whole Contract between the Parties relating to the subject matter of this
Contract at the date hereof to the exclusion of any terms implied by law which
may be excluded by Contract. The Customer acknowledges that it has not been
induced to enter into this Contract by, (and so far as is permitted by law and
except in the case of fraud, hereby waives any remedy in respect of,) any warranties,
representations and undertakings not incorporated into this Contract. 9.2 Each
Party to this Contract confirms that it has reviewed all the matters provided
for in this Contract, including the provisions of this clause, and agrees, having
considered the terms of this clause and the Contract as a whole, that the provisions
of this clause are fair and reasonable. 9.3 The interpretation, construction,
effect and enforceability of this Contract shall be governed by the laws of
the State of Florida, USA, and the parties agree to submit to the jurisdiction
of the Florida courts.
10. NOTICES 10.1 All notices, documents or other communications
(a "Notice") to be given hereunder, shall be in writing and shall
be transmitted by first class registered or recorded delivery mail, or by facsimile
or other electronic means in a form generating a record copy to the party being
served at the relevant address for that party. Any Notice sent by mail shall
be deemed to have been duly served three working days after the date of posting.
Any Notice sent by facsimile or other electronic means shall be deemed to have
been duly served at the time of transmission.
Mailing Address: Priority Translation, 214 S. Comet Ave., Clearwater, FL 33765
11. Globe West Inc., dba Priority Translation, reserves the right to
refuse or decline services to any individual, group, or company without limitation
and without cause or explanation.
12. MISCELLANEOUS 12.1 In this Contract, "Party"
means a party to this Contract and "Parties" shall be construed accordingly.
12.2 The headings in this Contract are for guidance only and do not affect its
construction. 12.3 In the case of any inconsistency between any provision of
the Appendices hereto and any provision of this Contract, the latter shall prevail.
12.4 Where the context requires or admits words importing the singular shall
also include the plural and vice versa and the use of any gender shall include
all genders. 12.5 References in this Contract to a Clause or Appendix is to
a Clause or Appendix of this Contract 12.6 If any term or provision in this
Contract shall be held to be illegal or unenforceable, in whole or in part,
under any enactment or rule of law, such term or provision or part shall to
that extent be deemed not to form part of this Contract but the validity and
enforceability of the remainder of this Contract shall not be affected. 12.7
The waiver or forbearance or failure of a party in insisting in any one or more
instances upon the performance of any provisions of this Contract shall not
be construed as a waiver or relinquishment of that party's rights to future
performance of such provision and the other party's obligations in respect of
such future performance shall continue in full force and effect.