GENERAL SALES CONDITIONS

1. Generalities
The present General Sales Conditions (GSC) applies to all commercial transactions with our clients. The GCS, which are accepted by the client when awarding the job, apply throughout the whole period of the business relation. Consequently, they also remain valid for future commercial transactions. As concerns price, quantity, delivery deadlines and delivery availability, our quotes may be subject to change. Our conditions are considered to be accepted and contradictory conditions are regarded as non-applicable if, within a three-day period, we receive no written protest regarding the nature of the non-appreciated condition. Supply contracts, amendments, supplements and subsidiary clauses of agreements signed with our clients only become binding through written confirmation. In the event of clear mistakes, spelling and calculation errors, the client shall draft a written complaint against us. We reserve the right to correct any mistakes or errors within an acceptable and humanly viable period of time for both parties. The client's sales conditions apply to us only if we have expressly accepted them in writing.

2. Awarding the job
The client awards translation jobs in a computer file format or any other format. In order for cooperation to occur as easily as possible, jobs are also accepted by phone or via any other informal means. However, the client shall be responsible for any problems that may arise therefrom. The client shall state the target language, the subject matter, the technical field and the amount of text, as well as the terminology to be observed, if necessary and if it exists. The client shall also mention the intended purpose and the delivery date. The client will choose from several file formats in which the translation can be done. A translation job is regarded as awarded only following our written confirmation. We cannot be held responsible for execution delays or errors due to a translation job that is unclear, incorrect or incomplete, or resulting from a source text that is ambiguously or even erroneously drafted.

3. Execution by third parties
For any translation, we can turn to third parties, provided we regard this option as appropriate or necessary. In this case, we shall be responsible only for carefully selecting the said third parties. In any event, our due diligence in the selection process is considered satisfactory when the third party thus hired is a legally sworn/authorized translator/interpreter in the corresponding language or with whom we or recognized companies and translators have had a successful working relationship. As a matter of principle, the commercial relation is forged only between the client and us. Our permission is required for any contact between the client and a third party hired by us.

4. Prices
All proposals and prices are subject to change. Prices are calculated in EURO, except as otherwise agreed to. In the case of large translation jobs, the client may be asked to make a down payment or a payment in instalments, depending on the amount of translated text. All prices given in our quotes are net prices, with no value-added tax (VAT). Any disclosed non-binding price lists may be changed by us without notice. Accepted prices and conditions do not imply that they shall remain valid in the future without having to be confirmed. However, the client shall be notified no later than at the time of confirmation of the translation job, regarding any differences pertaining to disclosed prices, rates for urgent translation jobs or additional requisites. The client shall not be invoiced for shipping and handling expenses, as well as other additional costs, provided he is not required to do so and such expenses are considered normal.

5. Delivery deadlines
The client is given delivery deadlines in good faith. These may only be estimated deadlines. A translation job is considered to be delivered when it has been sent to the client with proof of delivery (delivery report). The translation may be delivered on CD or in hard-copy format.

6. Interference, force majeure, closure and operating limitation, network and server errors, viruses
We shall not be held responsible for damage resulting from any interference to our operations, namely due to force majeure, such as natural phenomena and traffic congestion, network and server errors, any other data transfer difficulties and hindrances for which we are not responsible and which are beyond our control. In such exceptional cases, we are authorized to terminate the agreement, in whole or in part. The same applies if, due to a reason deemed important, we need to repair or limit our operations, in whole or in part, namely our online service, for a given period of time. Likewise, we shall not be held responsible for damage caused by viruses. To prevent the risk of infection, we use antivirus software which we recommend to our clients. In the case of translations delivered in file format, the client shall carry out a final check of the files and texts delivered. In this regard, compensation claims due to damage cannot be accepted.

7. Liability and complaints
If no specific agreements have been signed with regard to the translation's quality requisites, or if the type of translation job apparently does not require specific requisites, we will translate the text in good faith, in its entirety and correctly, from the standpoint of content and grammar, for information purposes. If the client does not submit a written complaint immediately, or no later than 5 days (reception on our part), then the translation shall be deemed approved. Thus, the client waives any rights to claims due to any translation errors. If the client submits a complaint within the 5 days, as aforementioned, regarding an objectively existing significant error, the latter shall be described as specifically as possible, so that we have the opportunity to correct it, first. The same goes for urgent translation jobs with a very short deadline. If the correction turns out to be unsuccessful, the client is entitled to a discount or to cancellation. Excluded from these are other rights, including compensation rights for damages due to non-compliance. In any event, the liability is limited to the value of the translation job in question. In any case, we are only responsible in the event of gross negligence and transgression of duty; responsibility in the event of minor negligence occurs with the breach of basic contractual obligations. Compensation for subsequent damages, such as lost profits, is excluded in any event. Liability via appeal in the event of entitlement to compensation for third-party damages is expressly excluded. We will not be held responsible for translation errors if the information or documents provided by the client are incorrect, incomplete or if they are not provided in a timely manner, or due to (even partially) erroneous or illegible source texts. If the client does not state the intended purpose of the translation, specially, if it is intended for publication or for advertising purposes, compensation cannot be claimed if the text is shown to be inadequate for the intended purpose or if, based on an incorrect adaptation, the publication or advertising has to be repeated or leads to damage to the company's reputation or image. If the client does not state that the translation will be printed or, prior to printing, does not provide us with a copy and have it printed without our approval, the client shall be responsible for any resulting error. If, based on a translation, we are summoned due to a copyright violation, or if third-party rights are claimed, the client shall completely hold us harmless against any liabilities. We shall not be held responsible for materials made available to us, parts of the translation job, guaranteed property rights, delivery instructions, processing and similar instructions, except as otherwise agreed to in writing. We are under no obligation to test conformity thereof with legal standards, pursuant to the product responsibility law and/or the Portuguese Civil Code. In such cases, the client's responsibility will be unlimited, as he shall hold us harmless against third-party claims at the time of the claim.

8. Delay in delivery, Impossibility, Termination
In cases of delays in providing the service or impossibility on our part, the client shall have the right to terminate the contract only when the delivery deadline has been inappropriately exceeded and the client has set forth, in writing, a suitable deadline extension.

9. Concession
The client's concession of rights of a contract requires our written permission.

10. Payment conditions
Except as otherwise agreed to, we calculate the fees right after the translation has been completed. Our fees fall due within 14 days, as of the invoice date, with no deductions, excluding compensation or retention, via bank transfer, cheque or cash. If the payment has not been made on the due date, the client defaults without the need for any other notification. In the event of default, we will be entitled, without prejudice to other claims, to charge interest and rates according to conventional rates charged by Portuguese banks applicable to short-term loans, at least with interest 3,5% p.a. over the European Central Bank's corresponding discount rate. If the client is delayed in the business relation's services, or if we are aware of circumstances that could reduce the client's solvency (such as judicial execution or by the administrative court, application for insolvency or composition, negative information on the part of recognized credit organizations, etc.), every new delivery can be caused to depend on prepayment, as we can also cause deferred debts to fall due immediately. Until the payment is fully settled, the provided translation remains our property. If our translation is passed on to a third party, our ownership reservation will still apply.

11. Ownership reservation
The provided translation, along with the copyright thereupon, shall remain our property until all credits are paid in full. Until that time, the client shall not be entitled to any right of use. If the translation is carried out for a third party, we reserve the right to draw that third party's attention to the outstanding debt and the subsequent illegality of using the translation and eventually demand from the said third party the payment of the owed amounts plus resulting expenses.

12. Delivering, sending
The translation's delivery or electronic transmission shall be carried out at the client's own risk. We will not be held responsible for an incorrect or harmful delivery of texts or for the loss thereof, as well as for damage or loss thereof via non-electronic means of conveyance.

13. Confidentiality
Every text is dealt with confidentially, and we undertake to keep confidentiality regarding every fact whereof we are made aware while carrying on our business for the client. From the standpoint of electronic data and text transmission, as well as any other communication in computer format between the client, us and possible agents, we cannot guarantee absolute protection of the confidentiality of information and trade secrets, as well as other confidential data, since we cannot rule out the possibility of third-party accessing texts sent via e-mail.

14. Data protection
Our Internet web page uses Google Analytics, a web analysis service from Google Inc. ("Google"). Google Analytics uses the so-called "Cookies", data files stored in your computer, to enable an analysis of your use of the Internet web page in question. The information generated by the Cookie with regard to using this Internet page (including your IP address) is sent to a Google server in the U.S.A., where they are stored. Google will use this information to evaluate how the Internet page is used, draft reports of activities on the page for the operator thereof, and to provide other services with regard to using the page and the Internet. Google may pass on this information to third parties, as long as this is legally provided for and that the said third parties process these data on behalf of Google. Under no circumstances will Google relate your IP address to other Google data. You can prevent Cookies from being installed by configuring your browser's software; however, please be aware that, in this case, you might be unable to fully use every function on our Internet page. By using this Internet page, you declare that you agree with Google's processing of data collected concerning you, as described previously and for the previously mentioned purpose. The supplier alerts to the fact that Internet data transmission (such as in e-mail communication) constitutes a security breach and cannot be absolutely protected against access by third parties. The use of contact data on the specifications for advertising purposes is clearly unwelcome, except if the supplier has given his written permission to this end, or if a business relation already exists. The supplier and everyone that is mentioned on the Internet page are against any commercial use and transmission of their data.

15. Applicable law and Jurisdiction
The contractual relation and other commercial relations between us and the client are exclusively subject to Portuguese law, excluding International Law regarding Purchases. As long as it is admissible, both parties consider the exclusive place of jurisdiction to be the district court of Vila Nova de Gaia, Portugal, which will be applicable to all legal disputes.

16. Final provisions
As part of and within the limits of personal data protection regulations, we have the right to process and keep the client's personal data. The invalidity of one or more of these conditions does not influence the validity of the others. The invalid condition must be consensually completed, so as to bring it as close as possible to its intended economic objective, as allowable by law. The legal relations between us and the client are governed by Portuguese Law.