I. General considerations
The following conditions shall apply to the goods and services provided by orangeglobal. Other client terms and conditions shall be invalid, even if not expressly contradicted. They shall be valid only if and insofar as they are expressly acknowledged in writing in a particular case. Changes of any kind and oral agreements are valid only if and insofar as they are expressly acknowledged in writing by orangeglobal. The content and scope of orangeglobal's delivery and service obligations shall be determined exclusively from the written offer accepted by the client, the written order confirmation and these terms and conditions.
II. Offers, order confirmation
Only orangeglobal’s managing directors and persons vested with general commercial power of representation are authorised to make binding declarations, to enter into contracts and to collect payments. Offers issued by orangeglobal are binding for a week. They are binding only in written or text form and can be accepted only in written or text form. Oral acceptance of an offer and oral/textual/written order placement shall become valid only on issue by orangeglobal of the order confirmation in written or text form. Delivery times specified in offers, order confirmations, contracts, etc. and quantities, measurements, times, sizes, weights and colours indicated shall only ever be considered approximate. Offers are based on the estimated foreseeable minimum scope/time required; additional requirements specified by the client or agreed jointly and other additional requirements in terms of scope or time demands shall necessarily entail an appropriate extension of the delivery times and shall be invoiced separately. orangeglobal may charge for the preparation of offers and cost estimates in the event of additional time demands (in particular the analysis of text in pictorial form and other manual activities) on a time basis at an hourly rate of EUR 50.00 without deduction on issue of the order. Quotes for Readability User Tests in terms of delivery times and prices are based, inter alia, on the fact that not more than one main test, to be conducted in cycles, will be required. All delivery times and prices mentioned are based on immediate order placement and the immediate provision of all documents and information necessary and useful for the performance of the order in directly processable and comprehensible form and require the constantly active, factually and technically correct, and full and immediate cooperation of the client, as well as delivery by e-mail.
All prices are understood to be strictly net exclusive of the statutory VAT. The costs of packaging, dispatching, transport insurance and other expenses, costs disbursed to authorities and other third parties, fees, duties, etc., and travel and accommodation costs shall be invoiced separately. Where not specifically provided for otherwise by the object and content of the contract, prices include the delivery of texts unformatted as running text in paper form or as a text file in DOC, RTF, TXT or PDF format at orangeglobal’s discretion. Project and process management shall be calculated additionally per item at cost. orangeglobal is entitled to issue appropriate interim invoices or advance payment invoices at any time. The advance payment calculation is provisional and does not exclude the possibility of a different final statement of account. Unless otherwise agreed, the prices contained in the orangeglobal price list valid on the date of conclusion of the contract shall apply. orangeglobal shall be bound by the prices agreed for goods and services insofar as delivery or performance occurs or should occur within four months of conclusion of the contract. Thereafter, orangeglobal shall be entitled to invoice the prices valid on the date of delivery. In the case of goods or services provided in the context of a continuous obligation, orangeglobal shall be entitled to ithis at any time. IV. Object and performance of the contract Throughout all stages of the performance of the contract, the client shall always cooperate actively and immediately with specialist and technical staff and provide all information and documents and complete any cooperative actions that are advantageous for the performance of the contract as soon as possible. This applies also to the interim testing and release of parts of the order by the client and to the unsolicited notification of all data required by orangeglobal for invoicing (such as order no., supplier no., project no. and name, exact company name of the recipient of the invoice, as well as address, VAT ID no. and different address for shipment, if applicable) together with any additional data required by the client for the processing and settlement of orangeglobal’s invoices. All texts will always be supplied in directly processable tets files in DOC format; the file names used must be meaningful, unambiguous and unique and where necessary contain a version number and/or version date to differentiate them. The timetables and deadlines notified by orangeglobal and the timeframes and deadlines specified by authorities or arising from legal provisions must be strictly observed and met by the client. All documents or information useful or necessary for the particular situation must be provided unsolicited by the client in sufficient time to allow them to be inspected in detail, edited, processed and, where necessary, dispatched by orangeglobal before the deadline and to be immediately usable at the deadline. Where not specifically provided for otherwise by the object and content of the contract, orangeglobal will not check whether the texts and documents supplied by the client are substantively, factually, technically and legally correct, plausible and/or complete and whether their content and layout comply fully with the legal provisions and/or the requirements or conception of the competent authorities. Drafts, documents, files, formulations, layouts, etc., of any kind produced by orangeglobal shall immediately be checked by the client as part of its duty of cooperation for substantive, factual, technical and legal accuracy, plausibility and completeness and any concerns shall be notified; the testing of possible effects or incompatibilities on or with matters, documents, files, etc., outside the scope of the contract is the exclusive responsibility of the client. Legal counselling is not the object of this contract and is not provided by orangeglobal; where legal advice is indicated or necessary, this shall be arranged by the client at its own costs. The client shall always inform orangeglobal promptly, without delay and comprehensively about discussions, consultations, decisions, agreements, correspondence, etc., that impact on the object and content of the contract issued by orangeglobal. This applies in particular to direct contacts by the client with the authorities. The services to be provided by orangeglobal for or in connection with regulatory submission procedures as well as the directly or indirectly associated services are a service contract. A specific outcome, in particular official agreements, approvals, permissions, etc., is not the object of this contract and no liability for such exists.
V. Consultancy services
Drafts, documents, files, formulations, proposals, layouts, models, etc., of any kind produced by orangeglobal shall be checked immediately by the client as part of its duty of cooperation for substantive, factual, technical and legal accuracy, plausibility and completeness and for risks and feasibility, and concerns shall be notified in writing; testing, monitoring and, where applicable, prevention of possible effects on or incompatibilities with matters, documents, files, structures, legal circumstances, etc. outside the scope of the contract are the exclusive responsibility of the client. Consultancy services and any content notified or communicated to the client in this respect shall remain the intellectual property of orangeglobal. The client shall use them for its own internal purposes only; use for third parties and disclosure to third parties is prohibited. Legal consultancy is not the subject of this contract and is not provided by orangeglobal. Consultancy services are provided as soon as the agreed investigations, analyses, etc., and the resultant conclusions have been established with the client and notified to it; whether and when they are implemented is immaterial. orangeglobal is not liable for and provides no guarantee of the occurrence of prognosticated positive effects or the non-occurrence of negative effects; no liability for the achievement or occurrence of a specific (commercial) outcome exists, even where such an outcome is sought by the contract. VI. Delivery Where not specifically provided for otherwise by the object and content of the contract, delivery shall in principle be made unformatted as running text. Special formatting, conversion to other formats, in forms, graphics, images, etc., and their processing and/or production as well as review can be ordered separately. Documents produced by orangeglobal are subject to orangeglobal’s copyright and are intended solely for use in the particular regulatory submission procedure concerned. The services shall in principle be delivered as electronic file attachments by e-mail to the address specified on placement of the order. The client shall ensure that all its staff involved in the order and its processing can always be reached by telephone in office hours and that their electronic mailboxes are always fully ready to receive at any time during the whole of the order processing period and are constantly monitored. The same applies to fax reception. orangeglobal shall be entitled to deliver in appropriate instalments and to invoice each such instalment separately.
VII. Delivery time
Stated or agreed delivery times shall always be regarded only as approximate. They shall begin from receipt of the advance payment invoices and always assume the active, factually and technically correct, and full and immediate cooperation of the client. Fixed deadlines are excluded. If a delivery deadline is exceeded, the client shall issue orangeglobal with a written reminder and set an appropriate period of grace for the delivery. Delivery complications affecting orangeglobal or its vicarious agents and persons employed in performing its obligations, whether as a result of force majeure, official measures, strikes, riot, fire, transport, energy, transmission or similar disruption, shall suspend any delivery times and deadlines. The suspension shall end when the relevant disruption is remedied or comes to an end. orangeglobal undertakes to inform the client without delay of the start, reason for, expected duration and end of the suspension In the event of a delay in payment or in the case of advance payment invoices, orangeglobal may cease any further activity and withhold any further deliveries until payment; the same applies in the absence of the data specified in subparagraph IV, second half of sentence 1 until they are provided. Compensation for delay in performance or impossibility of performance due to reasons which are the fault of orangeglobal shall be governed by Section XI.
VIII. Acceptance, notification of defects, and warranty
The client shall check the delivery for accuracy and completeness immediately and with the utmost care, particularly in respect of names, titles, dates, numbers, units of measurement, etc. The client shall accept delivery if it does not exhibit any significant defects. Complaints about obvious deficiencies shall be notified in writing to orangeglobal within an exclusion period of 7 days following receipt, otherwise the delivery shall be deemed to have been accepted. The client's warranty claims shall be limited to subsequent performance; if subsequent performance is unsuccessful, the client may at its choice reduce the remuneration or withdraw from the contract. Compensation shall be limited to the cases specified in Section XI. In derogation from the statutory rule, the warranty period is 1 year and, where not stipulated otherwise by law, commences on delivery.
IX. Industrial property rights, etc., checking
orangeglobal does not check whether texts, documents, etc., provided by the client and used, edited or processed by orangeglobal infringe third party property rights in terms of word, image, layout or otherwise (such as copyright, trademarks, brands, etc.) or violate any statutory provisions (in particular standards designed to protect third parties). The client indemnifies orangeglobal against any claims filed against orangeglobal for such infringements or due to inaccuracies, etc., and their consequences by third parties. Documents, texts, images, graphics, etc., produced or supplied by orangeglobal must be checked by the client for possible infringements of property rights or legal provisions and as regards the accuracy, plausibility and completeness of the content. Should orangeglobal nevertheless point out (possible) infringements, breaches, inaccuracies, etc., in a particular case, this is done with no guarantee as to the correctness of the information and hence neither entails exemption from objections, nor does it release the client from its own obligation of checking.
X. Text quality, terminology, print, publication
The client is responsible for the correctness and completeness of documents to be provided to orangeglobal; orangeglobal does not undertake any checks in this respect. Texts and documents should not contain symbols, abbreviations, words, terms, phrasing, idioms, passages, etc. which, based on general understanding, may be regarded as or taken to be incomprehensible, unclear, ambiguous, etc., or which do not correspond to the general vocabulary or usage or the general terminology of the specialist area concerned. The style of names, titles, etc., must be specified bindingly by the client; orangeglobal is not obliged to undertake a separate review in this respect. If specific terminology is to be respected or used, this shall be provided by the client on placement of the order. If translations, texts, etc., that are to be supplied or have been supplied by orangeglobal are to be used as artwork or otherwise copied, published or circulated, the commissioning and performance of a review is strictly required in the case of translations and in addition the clean copy must always undergo a final inspection (galley proofreading) before printing, copying, publication or circulation, otherwise orangeglobal shall not be liable for any damage of any kind resulting from errors, deficiencies, omissions, etc.; the same also applies if any errors, etc., in the translation/text may result in damage.
Liability on the part of orangeglobal and its vicarious agents and persons employed in performing its obligations shall be limited to cases of gross negligence and wilful misconduct. Irrespective of the legal basis of liability, the extent of liability shall be limited to the net value of the order (exclusive of VAT). Liability for loss of profit and indirect consequential damage is excluded. Liability for damages for death, personal injury or damage to health resulting from intent or negligence shall not be affected by these restrictions. The client indemnifies orangeglobal against any claims made against orangeglobal by third parties; this applies in particular to claims resulting from damage because of incorrect, inadequate, incomprehensible, unclear, etc., texts. Where not required otherwise on the grounds of urgency, the client shall not provide any originals that are not replaceable or difficult to replace; nevertheless, it shall make in advance and keep copies of any originals supplied.
XII. Payment, set-off, assignment
orangeglobal’s invoices are in principle due immediately on a payment in advance basis, strictly net and free from postage, fees and expenses. Cheques and bills will be accepted subject to encashment; all costs and charges shall be borne by the client. The client may only set off claims that are undisputed or the subject of a court order; the assignment of claims against orangeglobal is excluded.
XIII. Place of performance, jurisdiction
The place of performance shall be Ulm/Donau. Ulm/Donau is deemed to be agreed as the place of jurisdiction, as far as is legally permissible. The law of the Federal Republic of Germany alone shall apply. If one or more of the terms and conditions are invalid, this shall have no bearing on the validity of the remaining terms and conditions. The parties shall replace any invalid terms and conditions by such terms and conditions as most closely match the commercial purpose of the invalid terms and conditions; the same shall apply to any gaps.
I. General considerations