General instructions
Terms & Conditions of purchase

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1. General instructions:

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1) Instructions given by the ITP coordinator should be respected for any kind of projects and should be considered as part of the current PO. These instructions can be written in an email and/or sent as extra documents (Procedure, Rules, Guidelines, Check list…).

2) For all linguistic related requests the following requirements should be observed:

• All translated and/or revised file(s) should be compliant with the official language/country rules (grammar, spelling, units of measure, etc) unless otherwise agreed in writing.

• The use of Trados is compulsory for all linguistic related jobs unless otherwise agreed in writing.

• The deliverables should always be both bilingual and monolingual file(s) for all linguistic related jobs unless otherwise agreed in writing.

 

2.Terms & Conditions of Purchase

Article 1 - General

1.1 These Terms and Conditions of Purchase shall apply to all orders placed by ITP Europe (ITP Inc., Belgium branch or Slovakia branch) unless otherwise agreed in writing. These Terms and Conditions of Purchase take precedence over any other terms and conditions of the Business Partner unless otherwise agreed in writing.

 

Article 2 - Orders

2.1 No order placed by ITP Europe (ITP Inc., Belgium branch or Slovakia branch) shall be valid unless accompanied by a duly completed purchase order form.

2.2 The purchase order form contains an order and job number, the date and time of issue, the name of the Business Partner, the name of the ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) coordinator, the nature, scope, volume and specifications of the order, the delivery date and the agreed unit price (excluding V.A.T.).    
The PO number and the Project number must be specified in every invoice sent to ITP Europe (ITP Inc., Belgium branch or Slovakia branch) for the requested task.

2.3 ITP Europe (ITP Inc., Belgium branch or Slovakia branch) assumes that by accepting an order after examining the source material the Business Partner is fully knowledgeable to perform the job. Moreover, by accepting ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) order, the Business Partner undertakes to fulfil and deliver the order according to the specifications, within the time and at the price indicated in the purchase order form.

2.4 ITP Europe (ITP Inc., Belgium branch or Slovakia branch) is entitled to modify its order at any time. In this case, the Business Partner shall be informed in writing and the Business Partner shall be deemed to have accepted such modifications unless he/she has informed ITP Europe (ITP Inc., Belgium branch or Slovakia branch) otherwise in writing, within 24 hours from the time and date of notification of the order modification. In case the Business Partner refuses the modification of ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) original order, ITP Europe (ITP Inc., Belgium branch or Slovakia branch) shall be entitled to cancel the order pursuant to the provisions under 2.5.

2.5 ITP Europe (ITP Inc., Belgium branch or Slovakia branch) is entitled to cancel - by written notice - the order in the course of fulfilment.
In this case, the Business Partner's services will be paid for the work already performed up to the date and time of cancellation.

2.6 Both ITP Europe (ITP Inc., Belgium branch or Slovakia branch) and the Business Partner may - by written notice - cancel the order immediately, without previous warning and without indemnity, in case the other party becomes insolvent, enters into receivership or becomes bankrupt.

2.7 The Business Partner may not under any circumstances assign the order and/or entrust the fulfilment of it to a third party without the prior written approval of ITP Europe (ITP Inc., Belgium branch or Slovakia branch). ITP Europe (ITP Inc., Belgium branch or Slovakia branch) reserves the right to refuse payment for any work carried out by a third person without ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) written approval.

 

Article 3 - Deadline and Delivery

3.1 "Delivery" means the receipt of the fully completed order by ITP Europe (ITP Inc., Belgium branch or Slovakia branch) by the means specified in the purchase order form, the date or time when sent by the Business Partner having no bearing on it.

3.2 If the Business Partner does not contest the delivery deadline specified on the Purchase Order within 24 hours, then it shall be deemed that the Business Partner has accepted the deadline.

3.3 By accepting a deadline, the Business Partner expressly declares that he/she has had sufficient access to the source text and information requested for evaluation of the required deadline for the translation requested.

3.4 The Business Partner undertakes to abide strictly by the agreed date and time of delivery specified the purchase order form, failing which the order may be cancelled by ITP Europe (ITP Inc., Belgium branch or Slovakia branch) without obligation for ITP Europe (ITP Inc., Belgium branch or Slovakia branch) to pay any form of compensation to the Business Partner and without prejudice to ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) right to claim compensation from the Business Partner for the incurred damages.    
Unless otherwise stipulated on the Purchase Order delivery needs to be done before 16:00 CET.

3.5 The Business Partner shall inform the ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) coordinator immediately of any anticipated delay. In this case ITP Europe (ITP Inc., Belgium branch or Slovakia branch) may award the Business Partner an extension of deadline, without prejudice to ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) right to cancel the order and/or to claim compensation from the Business Partner for the incurred damages should the delay be attributable to the Business Partner.

3.6 Partial or deferred deliveries may only be made with the prior approval of ITP Europe (ITP Inc., Belgium branch or Slovakia branch), failing which ITP Europe (ITP Inc., Belgium branch or Slovakia branch) is entitled to cancel part of or all the order.

 

Article 4 - Quality and control

4.1 The Business Partner shall fulfil the order in accordance with good practice and according to generally accepted professional quality standards.

4.2 The work delivered by the Business Partner must comply with the technical, functional and/or administrative specifications as communicated to the Business Partner in the ITP Europe (ITP Inc., Belgium branch or Slovakia branch) standard procedures and/or the specific instructions supplied at the time of order.

4.3 The Business Partner shall in particular follow the operational (time, means of sending, etc.), terminological (glossary, documentation, etc.), formatting (program to be used, formatting, etc.), processing and finishing instructions specified in the purchase order form.

4.4 If the work delivered by the Business Partner does not meet the required standards, ITP Europe (ITP Inc., Belgium branch or Slovakia branch) shall be entitled to either cancel the order and reject the delivered work or to require the Business Partner to revise his/her work at no additional cost for ITP Europe (ITP Inc., Belgium branch or Slovakia branch), without prejudice to ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) right to claim compensation of the incurred damages.

 

Article 5 - Confidentiality

5.1 The Business Partner acknowledges that all information, documents and data communicated to him for the performance of the work and/or related to ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) client are strictly confidential and undertakes to treat such information, documents and data accordingly. ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) Non-Disclosure Agreement is valid for all information sent out to the Business Partner.

 

Article 6 - Copyright

6.1 The undersigned Business Partner surrenders the entire copyright of all work delivered to ITP Europe (ITP Inc., Belgium branch or Slovakia branch) as from the moment ITP Europe (ITP Inc., Belgium branch or Slovakia branch) pays the invoice of the Business Partner for the work concerned.    
During the time between the moment ITP Europe (ITP Inc., Belgium branch or Slovakia branch) receives the deliverables and the moment ITP Europe (ITP Inc., Belgium branch or Slovakia branch) pays the invoice, the copyright still belongs to the Business Partner. However, upon delivery by the Business Partner to ITP Europe (ITP Inc., Belgium branch or Slovakia branch), the latter will have the right to modify and adapt the deliverables while the payment of the invoice is pending.

 

Article 7 - Liability

7.1 The Business Partner remains liable for the quality of his work until final acceptance by ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) client, which will normally but not necessarily be within thirty days of delivery. However, the Business Partner remains liable after this period for serious errors caused intentionally or by negligence and which the customer could not reasonably detect within the above given timeframe. The Business Partner is released from this liability three years from the date when the translation is delivered to the customer.

7.2 The Business Partner shall retain for three years a complete and legible copy of the work produced.

 

Article 8 - Invoicing

8.1 Unless otherwise agreed beforehand in writing, all orders will be invoiced in accordance with the unit price and the volume specified in the purchase order form or authorized by the ITP Europe’s (ITP Inc., Belgium branch or Slovakia branch) coordinator for the work delivered. All invoices must also include the ITP Europe’s company name (Brussels = “ITP Inc., Belgium branch”, Košice = “ITP Inc., Slovakia branch), the Business Partner's bank account number and, for Business Partners whose bank account is outside Belgium, but in any EU Country, the IBAN (International Bank Account) and BIC (Bank Identifier Code).

8.2 Except in case of cancellation of the order, invoices can only be sent after completion of the specified order and must be made out for the past month. Invoices received by ITP Europe (ITP Inc., Belgium branch or Slovakia branch) before the end of the month (Month 1) will be paid on the 10th of the second following month (Month 3).

8.3 In the case of orders for work of exceptional duration or volume, the parties may agree upon intermediate deliveries and intermediate invoices prorated to the work actually delivered.

8.4 Both original and electronic invoices will be accepted. The format of the electronic invoices must be PDF and sent to the following email addresses: projects from Brussels (Zaventem) => “invoices_ZAV@itp-europe.com”, projects from Košice => “invoices_KOS@itp-europe.com”. Invoices sent to other email addresses cannot be accepted.

8.5 Payment of invoices is only executed through bank transfer; no other payment methods are applicable.

 

Article 9 - Applicable law jurisdiction

9.1 All purchase orders placed by ITP Inc., Belgium branch and these Terms and Conditions of Purchase shall be governed by and construed in accordance with Belgian law.

9.2 All purchase orders placed by ITP Inc., Slovakia branch and these Terms and Conditions of Purchase shall be governed by and construed in accordance with Slovak law.

9.3 All disputes between ITP Inc., Belgium branch and the Business Partner that ensue from a purchase order placed by ITP Inc., Belgium branch shall be exclusively submitted to the competent court of Brussels.

9.4 All disputes between ITP Inc., Slovakia branch and the Business Partner that ensue from a purchase order placed by ITP Inc., Slovakia branch shall be exclusively submitted to the competent court of Bratislava.

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General instructions Terms & Conditions                          ITP Europe

(ITP Inc., Belgium branch and Slovakia branch) ©