- Application of the General Terms of Sale
1.1 SWISSTRADE SOLUTIONS Sàrl supplies its services exclusively on the basis of these Terms of sale.
These Terms of sale apply systematically to all client orders received by SWISSTRADE SOLUTIONS Sàrl.
SWISSTRADE SOLUTIONS Sàrl expressly declares that it does not acknowledge the client’s potentially existing and different terms of sale.
- Constitution of the contract
2.1 The conditions submitted by SWISSTRADE SOLUTIONS Sàrl to the client before the latter places an order (electronic) have the legal status of a contract proposal invitation.
2.2 The contract is established at the corresponding prices and conditions (see 2.1) once SWISSTRADE SOLUTIONS Sàrl confirms the order in writing.
The delivery deadline runs from when the order is confirmed by SWISSTRADE SOLUTIONS Sàrl
2.3 The client is responsible for the orders that are carried out via its user name.
2.4 The delivery dates are only restrictive when they have been confirmed in writing by
SWISSTRADE SOLUTIONS Sàrl
2.5 SWISSTRADE SOLUTIONS Sàrl reserves the right not to accept orders from clients. An order may be the subject of a particular refusal for the following reasons: texts having contents of a criminal or lewd nature. Another reason lies in circumstances that appear not to allow the performance of the order. In the event of an order refusal, SWISSTRADE SOLUTIONS Sàrl does not have to give reasons and in this case the client is not entitled to an indemnity.
- Scope of the supplies and right of enjoyment
3.1 SWISSTRADE SOLUTIONS Sàrl offers high quality services in the fields of translation, text correction, editing and interpretation.
3.2 SWISSTRADE SOLUTIONS Sàrl SA undertakes to fulfil the diligence criteria generally applied in this sector and that are to be complied with by taking concrete conditions binding for each particular case into account. During the performance of the contract, SWISSTRADE SOLUTIONS Sàrl respects the current state of expertise known in the professional practice of the corresponding field and/or in the languages concerned.
3.3 For translations, this means in particular that the texts are returned in the desired language, correctly and appropriately and this without removing, adding or modifying the contents. The translations are carried out according to the meaning of the original text, word for word or by respecting the meaning and spirit of the text, according to the usual quality criteria in the field of translation of each linguistic zone.
3.4 Specialised terminology used at a client only is only taken into account if it has been the subject of an express agreement and if sufficient documents (for example lists of words or terminology lists) have been made available before the order. If not, specialised expressions shall be translated by complying with the usual quality criteria (see 3.3).
3.5 If the translation of the translator to whom it was entrusted is the subject of protection by intellectual property legislation, SWISSTRADE SOLUTIONS Sàrl shall take the measures it legally has at its disposal so that the client can obtian the unlimited rights of its exploitation in the space, time and in terms of the contents, including the right to modify and transmit to third parties.
- Client services and payment
4.1 Payment is due on receipt of the order confirmation by the client. Payment shall be made in Swiss francs, Euros or US dollars in the framework of the methods of payment made available by SWISSTRADE SOLUTIONS Sàrl.
4.2 SWISSTRADE SOLUTIONS Sàrl may make the payment of a deposit or a declaration of a bank guarantee dependent on the signing of a contract.
- Delivery of the services
5.1 The ordered service is delivered to the client according to the indications of the order form.
5.2 Other forms of dispatch are only possible on the basis of a prior express agreement. Potential dispatch costs are borne by the client.
5.3 SWISSTRADE SOLUTIONS Sàrl undertakes to duly hand over the services to the person indicated in the order form. SWISSTRADE SOLUTIONS Sàrl shall not be held responsible for delays caused by breakdowns in digital/electronic networks (communication networks or gateways of other operators).
6.1 The client must check within 15 days that the service delivered does not contain any fault. Obvious faults must be the subject of an immediate complaint; hidden faults, on their discovery.
7.1 In the event and insofar as a service does not satisfy the contractually agreed requirements, the client must grant SWISSTRADE SOLUTIONS Sàrl a reasonable deadline to proceed with corrections. Any correction is excluded when the client itself is responsible for the inadequacies (for example by incomplete information or original texts including errors).
7.2 The client can only use the right of review of the Swiss Code of obligations resulting from the service contract if the correction was not made within the given time.
- General limitation of the incurred responsibility
8.1 The rights to indemnity resulting from the contract or the responsibility emanating from the fiduciary relationship with SWISSTRADE SOLUTIONS Sàrl or its vicarious agents in the pre-contract period are excluded in the event of a minor or medium offence.
9.1 Generally speaking, the invoice is sent electronically (by E-mail) or by mail.
9.2 The invoice is to be paid on receipt. If payment does not reach us within this deadline, we send out a reminder with a payment deadline of 7 days maximum.
- Compensation and transfer
10.1 The client can only offset the rights of SWISSTRADE SOLUTIONS Sàrl by undisputed and claimable rights.
10.2 The transfer of rights resulting from a contract with SWISSTRADE SOLUTIONS Sàrl is only in force after agreement from SWISSTRADE SOLUTIONS Sàrl.
- Restitution of documents and data
11.1 The majority of data received by the client in the framework of the contract and contractual services of
SWISSTRADE SOLUTIONS Sàrl (generally finished translations and edited texts) is archived by SWISSTRADE SOLUTIONS Sàrl.
This data shall be erased insofar as the client expressly shows its desire therefore.
12.1 In accordance with the provisions of the Swiss Code of obligations, the client may terminate the contract early.
12.2 In this case, the client is bound to pay SWISSTRADE SOLUTIONS Sàrl the costs resulting from the performance of the contract until the moment of the said order. Whatever the contract termination date, SWISSTRADE SOLUTIONS Sàrl shall in all cases be entitled to at least 50% of the sum contractually decided on, pursuant to the reimbursement of its costs.
- Prohibition to lay off
13.1 The client undertakes, during the collaboration period between the parties and during a period of two years from when their collaboration ends, not to lay off persons working for SWISSTRADE SOLUTIONS Sàrl (translators, editors, interpreters, etc.) or not to employ them without the agreement of SWISSTRADE SOLUTIONS Sàrl.
- Restrictive nature of the written word
14.1 Side agreements, promises and other agreements as well as modifications and complements to the contract must be determined in writing to be valid.
14.2 Computer messages and those sent by fax are considered to be written documents.
- Place of performance of the services
15.1 The place of performance of all of the contractual services is the registered office of SWISSTRADE SOLUTIONS Sàrl in Geneva, Switzerland.
- Applicable law and competent courts
16.1 The contracts entered into by SWISSTRADE SOLUTIONS Sàrl are governed exclusively by Swiss law.
16.2 In the event of a dispute resulting from privity of contracts with SWISSTRADE SOLUTIONS Sàrl, any appeal shall be made before the Courts of Geneva.
- Partial validity/partial nullity
17.1 If a provision of the contract, including these general Conditions of Sale, proves to be totally or partially null or ineffective, or become so, this validity or partial nullity does not challenge the validity of the other provisions. On the contrary, instead of the ineffective provision, a replacement provision applies that corresponds to the objective referred to by the agreement or, at the least, which is similar and that the parties have decided on in order to achieve the same economic ends as if they had known the ineffectiveness of the said provision.
- Confidentiality, data protection and risks inherent to the systems
18.1 SWISSTRADE SOLUTIONS Sàrl endeavours to protect the confidential nature of the texts transmitted.
SWISSTRADE SOLUTIONS Sàrl cannot however guarantee confidentiality at 100%, because non-authorised access of a third party to the transmitted texts cannot be totally excluded owing to the computer communication of the data.
18.2 Furthermore SWISSTRADE SOLUTIONS Sàrl endeavours to control the computer communication of data by turning to the most modern methods to detect potential viruses or sabotage programmes. It is however not possible to guarantee protection at 100% against viruses or acts of sabotage, even while using all of the diligence required.
SWISSTRADE SOLUTIONS Sàrl expressly informs the person who placed the order of the existence of a residual risk.
18.3 These Conditions inform the person who placed the order that SWISSTRADE SOLUTIONS Sàrl automatically processes data relating to persons in machine readable form and for tasks resulting from this contract.
18.4 SWISSTRADE SOLUTIONS Sàrl electronically archives the names, addresses and any other possible information about clients needed to effectively process orders and marketing. This data is protected against any access to third parties. In no case does SWISSTRADE SOLUTIONS Sàrl staff communicate the data to third parties, unless in special cases expressly authorised by the client. If a client wishes to end commercial relations with SWISSTRADE SOLUTIONS Sàrl, all data of the said client shall be directly deleted immediately.
18.5 Insofar as SWISSTRADE SOLUTIONS Sàrl turns to third parties to perform the proposed services, SWISSTRADE SOLUTIONS Sàrl is authorised to disclose to the said third parties the client data by complying with the provisions of the federal data protection act. It is furthermore also authorised to do so in the event the detection, location and deletion of disturbances and defaults in SWISSTRADE SOLUTIONS Sàrl equipment as well as in the equipment used by third parties require data transmission.
18.6 SWISSTRADE SOLUTIONS Sàrl declares that strict confidentiality and compliance with data protection have been imposed on its employees and vicarious agents as well as independent employees who act in the framework of this contract; SWISSTRADE SOLUTIONS Sàrl declares it has also taken the technical and organisational measures necessary in view of guaranteeing the application of the provisions of the federal data protection act.
Update, July 2015