TERMS AND CONDITIONS OF SALE

Article 1 - General Conditions.

The present General Terms and Conditions are applicable to all orders placed by the Customer with CHP-TRANSLATIONS and to all contractual or business relationships arising therefrom, including all ancillary services. These General Terms and Conditions expressly exclude unless accepted in writing by CHP-TRANSLATIONS, all the general and special conditions of purchase and/or sale of the Client (whether an individual or an agency). In this context, no deviation from these general terms and conditions or any special terms and conditions shall be permitted or shall prevail without the express written consent of CHP TRANSLATIONS. In the absence of proof to the contrary established by any means of law, the customer expressly acknowledges having knowledge of these general terms and conditions of sale.

Article 2 - Quotations and Orders

2.1. Any quotation drawn up by CHP TRANSLATIONS, on the basis of the documents provided or information communicated by the Client, is personalised, free of charge and under no-commitment and valid for 30 calendar days from the date of the quotation. If the Client fails to accept the quotation by any written means (e-mail, fax, letter), it shall be considered null and void.

2.2. Any order will be considered firm and definitive as soon as the Client accepts the quotation in writing (via e-mail, fax, letter or SMS). In the absence of receipt of the Client's acceptance of the quotation, CHP TRANSLATIONS reserves the right not to commence its services.

2.3. The personalised price offer presented to the Client shall specify in particular: the type of service provided (translation, editing, proofreading, website localization, interpreting services); the source language (language of the text to be translated or) and target language (language of the translated text); the number of words* or pages submitted for translation, editing, proofreading, website localisation or interpreting services; the method of determining the price of the service (per number of source words, per number of target words, per page, per line, per hour or a fixed price established in advance); the delivery deadline (date and time, the latter if expressly agreed by the Client and granted in writing by CHP TRANSLATIONS); the format of the documents to be translated in the event of a request for a specific layout** of the document delivered (power point, PDF, Word, Excel, etc.); any price increases applied, in particular due to : urgent delivery, weekends and public holidays, specific terminological research of high difficulty and/or technicality, any other specific request outside the usual services provided by CHP TRANSLATIONS and/or mentioned here.

2.3(a) * The counting unit for translation services is equal to the number of source words (calculated by Microsoft® Word processing software or one of the CAT tools such as Wordfast®, Trados® or MemoQ®), of document pages or any other counting unit agreed between CHP TRANSLATIONS and client. In case of discrepancies in the number of source words recorded by Microsoft® word processing software or the above-mentioned CAT tools, the latter will be retained, given the superior capacity of such tools for the proofreading of words on different platforms (PDF® documents, writing on images, graphic documents, etc.).

2.3(b) ** Any graphic layout of the translation on platforms such as PowerPoint, InDesign, Xpress, etc. will be subject to availability at CHP TRANSLATIONS and will be charged as an additional fee. * Unit may be calculated by source or target words, per hour or any other tariff packages accorded previously. The counting unit by words is the number of words calculated by the CAT tool Wordfast due to its remarkable capacity and precision in analyzing textual contents under different platforms and document surfaces such as Word files, PDFs, PowerPoints, graphics, images, tables and multiple sources of textual content.

2.4. For any translation of content of less than 350 words, a minimum fee of 50€ is applicable to cover the respective operational and administrative costs.

2.5 The counting unit for on-site interpreting services is the number of hours used for the requested interpreting services (the first hour due - used in full or in part - at a fixed rate) + every additional interpreting time required calculated per segments of 15 minutes underway. The counting unit for transport costs is the round trip mileage (km) from the interpreter's office address to the requested address where the interpreting services apply.

2.6 All rates offered by CHP TRANSLATIONS are exclusive of VAT (value-added tax). The sales rate is the total rate (price) mentioned in the personalised quotation drawn up for the Client. This sales price is valid for the period of validity of the Quotation issued by CHP TRANSLATIONS ; in the absence of (a) firm and definitive acceptance of this Quotation by the Client within the period mentioned, (b) in the event of modification or addition of additional documents by the Client after the Quotation has been drawn up, (c) in the absence of documents at the time of drawing up the Quotation, this being established simply by communicating the approximate number of words and/or an extract of the content, CHP TRANSLATIONS shall be free to modify, increase or refuse the provision of services.

2.7 Any discount, reduction, INTRO offer or application of degressive rates (according to the percentage or flat rate) shall be decided exclusively by CHP TRANSLATIONS and only for the service which is the subject of such discount, reduction, INTRO offer or application of degressive rates (according to the percentage or flat rate). Under no circumstances shall any discounts, reductions, INTRO offers and promotional rates be subject to an acquired right for subsequent services.

2.8 For any order for an amount in excess of one thousand euros (€1,000) excluding VAT (value-added tax) and unless expressly waived, a deposit of thirty percent (50%) will be required upon written confirmation of the order by the Client. In this case, the performance of the services by CHP-TRANSLATIONS shall not commence until the deposit has been received.

Article 3 - Modification and Withdrawal of Orders

3.1 Any modification made to the order by the Client after acceptance of the Quotation issued by CHP TRANSLATIONS shall entail the issue of a new quotation; consequently, CHP TRANSLATIONS shall only be bound to take account of such modifications after having expressly accepted them in writing, if necessary after having informed the Client in writing of the time limit, costs and additional fees resulting from such modification request. In the absence of agreement between CHP TRANSLATIONS and the customer on such changes, CHP TRANSLATIONS shall only be liable for the performance of the original order.

3.2 Cancellation by the Client of a firm and definite order, whether or not it is being executed by CHP TRANSLATIONS, shall entail payment of the total amount of this order. In the event of late or late payment, compensation penalties in addition to the amount due shall apply. (see chapter Fees and payment).

Article 4 - Liability and confidentiality.

4.1 The liability of CHP TRANSLATIONS shall be limited solely to the total amount of the order, as far as its invoice is concerned. Under no circumstances shall CHP TRANSLATIONS be liable for indirect damage (economic loss, loss of profits or any other type of damage not directly resulting from fault attributable to direct services provided by CHP TRANSLATIONS) suffered by third parties or by the Client, claims based on nuances of style or changes to translations made without its written authorisation.

4.2 CHP TRANSLATIONS shall not be liable in any way for the execution of an order whose content (text or image) provided by the Client proves to be illegal, unlawful or immoral, misleading, fraudulent or obscene, according to the Law or the opinion and rules observed by the Company, irrespective of the language of such content and whether or not it is intended for publication.

4.3 Except in cases of fraud, willful misconduct or fraud, CHP TRANSLATIONS shall not be held liable for the deterioration, loss or alienation of documents, information or information carriers made available to it in the context of the execution of the order. Under no circumstances shall CHP TRANSLATIONS be held liable for damages resulting from the use by the customer of information technology and virtual means of communication.

4.4 In the event of the occurrence of circumstances beyond the control of CHP TRANSLATIONS, in particular fire, accident, epidemic, strike, lockouts, riot, war, threats or consequences of attacks, embargo, shortage of raw materials, act of the prince or any other arbitrary act of the government, decision of the public authorities, among others, having the effect of delaying or rendering impossible the execution, completion or delivery of the order, the execution of the obligations respectively contracted by each of the parties shall be immediately suspended. The party that is the victim of such event(s) shall inform the other party as soon as possible, specifying the nature of the event delaying or rendering impossible the performance of its obligations. The performance of the obligations will be suspended until the end of the event that makes it impossible or delays it, it being expressly stated that neither party may claim any compensation from the other party. The parties undertake to make every effort to reduce the difficulties and/or damage arising from such circumstances. If the major force lasts more than sixty (60) calendar days, the parties will have the choice between renegotiating the subsequent execution of the order or canceling it. Neither party shall be liable for any compensation or damages.

4.5 CHP TRANSLATIONS undertakes to respect the confidentiality of the information made available to it by the Client before, during and after the performance of its service(s), with the utmost vigilance.

Article 5 - Delay, Format and Delivery.

5.1. Unless otherwise agreed beforehand and in writing, the execution and delivery times mentioned in the Quotation are given for information only and their non-observance may under no circumstances lead to late penalties.

CHP TRANSLATIONS is obliged to inform the Client as soon as it becomes clear that delivery is not possible on the day and at the time initially agreed. Under no circumstances may the Client avail himself of any right to compensation. Any service that may already have been performed will be invoiced and available to the Client.

5.2 Delivery of the document(s) resulting from the services provided by CHP TRANSLATIONS is free of charge and is automatically due by e-mail in Word® format. On request, also free of charge, the services provided may be delivered by post (letter rate) inside Belgium, or fax (facsimile). Any other means of delivery (International Post, Colissimo, Chronopost, DHL, etc.) must be expressly agreed between the parties and will be invoiced as additional costs to be borne by the Client.

5.3 Unless previously agreed in writing, CHP TRANSLATIONS shall not be obliged to retain the services performed after delivery.

Article 6 - Fees and Payment.

6.1 All rates/prices communicated by CHP-TRANSLATIONS are exclusive of VAT (Value Added Tax).

6.2 All orders will be invoiced. Payment shall be made upon receipt of the invoice by bank transfer within 30 days from the date of issue of the invoice. All penalties for late payment or compensatory fines shall be due on the calendar day following the date of payment made, and shall be set at 8% per half-year, on a minimum price of EUR 50 per invoice, without prior formal notice. All bank charges and commissions shall be borne by the client. A handling fee of EUR 20 may also be charged to the customer in the event of a reminder for non-payment on the due date of the invoice.

6.3 The penalties incurred in the event of late payment, in accordance with the Belgian law of 2 August 2002 on combating late payment in commercial transactions, transposing Directive 2000/35/EC of the European Parliament and of the Council of 29 June 2000, due from the day following the scheduled payment date, and without the need for a prior reminder, are set at 16% on an annual basis. Any reminder, bank and/or commission charges shall be borne by the customer.

6.4 Recall invoices must be paid in full within 10 working days of the invoice date at the latest, in the currency in which the invoice is drawn up, unless expressly agreed otherwise in writing.

6.5 In the event of non-payment of the invoice amount on the due date, the invoice amount shall automatically and without prior notice of default be subject to interest on arrears at the rate of 16% per annum until the date of actual payment on the legal basis of Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payment in commercial transactions. This Directive replaces Directive 2000/35/EC of 29 June 2000, as well as the Act of 02/08/2002 on combating late payment in commercial transactions, as amended by the Act of 22 November 2013 (Belgian Official Gazette 10/12/2013); in addition, the customer shall be liable to pay a fixed compensation corresponding to 18% of the principal amount of the invoice, with a minimum of 125 EUR per invoice. A handling fee of twenty euros (EUR 20) may also be claimed from the client in the event of a reminder from CHP Translations for non-payment on the due date of the invoice. Any payment made by the client will be charged, first of all, to the file fees and any lump-sum compensation, then to the interest on arrears and finally to the capital amount of the invoice.

6.6 In the event of non-payment of an invoice that has fallen due, CHP TRANSLATIONS shall be entitled to claim, by operation of law and without prior notice of default, the forfeiture of other invoices that have not yet fallen due, so that all invoices still open in the name of the customer shall become immediately due and payable and shall be subject to interest on arrears and a lump-sum indemnity. In such cases, CHP Translations also reserves the right to suspend the execution of any other order in progress until full payment of the amounts due, in principal, interest and incidental costs, without being able to be held liable to the client for any compensation whatsoever.

Article 7 - Claims and Disputes.

7.1 The parties undertake, in the event of a dispute of any kind, to try to resolve it amicably. Complaints shall only be admissible by notification by registered letter with acknowledgement of receipt, sent to the Company's registered office, within five (5) calendar days of the sending of the invoice, as evidenced by the postmark. After this period, the client shall be deemed to have purely and simply accepted the invoice, thereby rendering any late dispute inadmissible. If the complaint is well-founded, CHP TRANSLATIONS shall correct or replace the service delivered within a reasonable period of time, without being liable to pay any compensation. If, despite and contrary to its will, a correction cannot be produced within a reasonable period of time, a reduction in the order price will be granted, without any further compensation to the customer.

7.2 The formulation of a complaint does not release the Customer from his obligation to pay.

7.3 The Customer's right to complain shall lapse if, within the time limit set for this purpose, changes to the services delivered have been made by the Customer or by third parties.

7.4 Applicable law: All disputes are subject to Belgian law. In the absence of an amicable resolution, the Commercial Courts in Belgium are the only competent courts for claims concerning the interpretation and/or application of the present general terms and conditions of sale.

Article 8 - Applicable Law.

8.1 Any contract concluded with CHP Translations shall be deemed to be concluded under Belgian law, which is the only law applicable to the contractual relationship between CHP Translations and its clients, notwithstanding any foreign element, even directly related to the said contractual relationship.

8.2. The courts of the Kingdom of Belgium shall have exclusive jurisdiction to hear disputes relating to the interpretation and/or application of these general terms and conditions of sale.

Article 9 - Copyright.

9.1 The Client, unless in the position of the author of the documents to be translated, is obliged to ensure that any document submitted for translation by CHP-TRANSLATIONS is ready or authorised for this purpose, so that no claims of third parties due to an alleged infringement of property rights, patents, copyrights or other intellectual property rights relating to the execution of the order can be asserted against CHP TRANSLATIONS.

9.2 CHP TRANSLATIONS reserves the right to lodge a complaint in the event of infringement of copyright in respect of all its services (translations, editions, revisions, transcriptions, creations, etc.), as well as photos, illustrations, text content, etc. on its website. All the works produced by CHP TRANSLATIONS remain its exclusive property and may not be reproduced, falsified, copied or modified in any form. In the case of services of literary substance, and without prejudice to the economic rights over its work, CHP TRANSLATIONS reserves the right to demand that its name be mentioned in each copy, publication or edition of its service(s), in accordance with the Intellectual Property Code.