Sales Terms and Conditions

These General Terms and Conditions (hereinafter "Terms and Conditions") apply to any order placed with KERN UK Ltd. or its affiliates, parent and sister companies, subsidiaries and successors and assigns, officers, directors, employees and agents (hereinafter collectively "KERN") by the party purchasing products and services ("Sales Order") from KERN (hereinafter "Purchaser"), and supersede any terms and conditions referred to, offered or relied on by Purchaser. Any service or product, including without limitation interpreting, typesetting, voiceover, transcription, branding, translation, localisation, printing or graphic design services (individually and collectively, "Service(s)") delivered by KERN to Purchaser shall be conclusively deemed to have been made subject to these Terms and Conditions irrespective of any contrary conditions or terms provided by Purchaser which contrary terms shall in no circumstances prevail. Acceptance of these Terms and Conditions by Purchaser for one Sales Order is deemed acceptance of these Terms and Conditions for any additional or future Sales Order.

2. QUOTATIONS; SALES ORDERS

2.1 Quotation. Unless expressly provided otherwise, a per-word or per-line price quoted by KERN refers to the price of each output word or line in the target language. Verbal quotations are given for guidance only and are not binding on KERN. KERN may revoke quoted prices or terms of delivery if it has not had the opportunity to view the entire text to be translated prior to issuing the quotation or if an order has not been placed on the basis of such quotation within four weeks of issuing such quotation. Unless otherwise specified, quotes on an hourly basis shall not include travel time, mileage or any other expenses. Purchaser's oral or written acceptance of the quotation or estimate submitted by KERN or, if no quotation was submitted, written confirmation by KERN of a sales order placed by Purchaser shall constitute a contract. These Terms and Conditions shall govern any such contract.

 

2.2 Responsible Party. KERN will at all times consider the party placing the Sales Order with KERN the party responsible and liable for the performance and payment of the Purchaser's obligation under such Sales Order. 

 

2.3 Delivery Date.
Delivery dates are provisional. Delivery dates stated or otherwise confirmed by KERN, whether in writing or orally, are bona fide estimates but KERN cannot guarantee the same and no liability shall attach to KERN in the event of a delayed delivery. Delay shall in no circumstances amount to or be deemed to be a breach or repudiation of the contract.

 

2.4 Carriers and Delivery. Whilst KERN will take reasonable care in the selection of its carriers, couriers or other means of delivery, including without limitation email, fax and internet, KERN cannot be held liable for loss of any document dispatched by KERN or consequent loss or damage thereupon. Delivery is deemed to have taken place on posting or delivery to a carrier or despatch via electronic mail or other electronic means, as the case may be, and the risk shall pass to the Purchaser.

 

2.5 Viruses. Purchaser represents and warrants that its information, documentation, glossaries, style guides, specific terms or similar materials regarding the text, file, material, disc, tape, video, web page, software, data, graphics, table or audio, video, electronic, magnetic or other recording or other information in electronic form or otherwise provided by Purchaser to KERN (hereinafter "Source Material(s)") are free of any type of virus, worm, trojan horse or similar technological device or data (collectively, "Viruses") and that Purchaser has scanned such Source Material(s) for such Viruses prior to providing KERN with these files.

3. PRICES AND PAYMENT

3.1 Payment Terms. Unless otherwise agreed, Purchaser shall pay to KERN the total amount due without any discount, set-off or suspension as specified in the KERN's invoice upon placement of the Sales Order, unless a corporate account has been established in which case payment is due within thirty (30) days of the date of invoice. Any reasonable doubt by KERN concerning Purchaser's ability to pay the full amount stated in the Sales Order shall entitle KERN to require security for payment from Purchaser that KERN deems sufficient before performing its obligations under the Sales Order. Unless otherwise agreed in writing, first-time Purchasers shall pay cash at the time the Sales Order is placed. All payments shall be made in English Pounds.

 

3.2 Credit Card Payment. Should Purchaser submit or should KERN require a valid credit card number from Purchaser, Purchaser agrees that the credit card will be charged the then current, applicable, non-refundable fee for our Services. Purchaser also agrees that any additional Services it orders from KERN may also be charged to that credit card without notifying the Purchaser of this charge or requiring an additional authorisation for that charge. Purchaser acknowledges and agrees that its signature on the Sales Order form authorises KERN to charge Purchaser's credit card without obtaining a separate signature or authorisation from Purchaser for such charge to its credit card.

 

3.3 Unclear or Technical Documents. KERN shall be entitled to decline to perform the Services or to raise the price stated on the Sales Order form if it is forced to perform more work or to incur more costs not reasonably foreseeable at the time of execution of the Sales Order form or as a result of having to work with very highly technical, difficult, ambiguous, unclear, inaccurate, defective or specialised Source Material(s).

 

3.4 Taxes. Purchaser will be responsible for payment of all taxes (other than taxes based on KERN's income), fees, duties, and other governmental charges, and any related penalties and interest, arising form the payment of fees under a Sales Order. Purchaser will make all payments of fees to KERN free and clear of, and without reduction for, any withholding taxes.

 

3.5 Interest. Any amount that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum permitted by applicable law, whichever is lower, from the due date until paid.

 

3.6 Title. Title to all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights (hereinafter "Intellectual Property Rights") embodied in any deliverable produced by KERN shall not pass to Purchaser until all fees owed by Purchaser to KERN, including without limitation late payment interest is paid in full.

4. WARRANTY

Purchaser represents and warrants that it owns or is licensee of the Source Material(s) and all parts thereof, and that translation of, or any other results of Services provided by KERN in relation to these Source Material(s) and publication, distribution, sales or other use of the deliverable of KERN shall not infringe upon or violate any Intellectual Property Right.

5. DISCLAIMER OF WARRANTY.

THE SERVICES AND PRODUCTS PROVIDED PURSUANT TO THE PARTICULAR SALES ORDER ARE PROVIDED TO PURCHASER "AS AVAILABLE" AND "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. UNLESS OTHERWISE AGREED ALL SERVICES SUPPLIED BY KERN ARE FOR INFORMATION PURPOSES ONLY AND NO WARRANTY IS GIVEN AS TO THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION PUBLICATION OR LEGAL PROCEEDINGS. KERN WILL ALSO NOT BE LIABLE FOR ERRORS RESULTING FROM ILLEGIBILITY OF ANY MATERIAL SUPPLIED BY PURCHASER. ANY CERTIFICATE, DECLARATION OR AFFIDAVIT - INCLUDING WITHOUT LIMITATION A CERTIFICATE OF ACCURACY - THAT KERN MAY PROVIDE TO PURCHASER DOES NOT WARRANT THE ACCURACY OF THE TRANSLATION ; BUT ONLY THAT KERN HAS USED A TRANSLATOR THAT HAS ASSURED KERN OF HIS TRANSLATION EXPERIENCE. IN ADDITION, KERN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHERMORE, KERN DOES NOT WARRANT THE ACCURACY, CORRECTNESS, COMPLETENESS, USABILITY OR APPROPRIATENESS OF ANY SERVICES IT PROVIDES PURSUANT TO THE PARTICULAR SALES ORDER. PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY OTHER WARRANTIES.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL KERN BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST REVENUE, LOST PROFITS, LOSS OF DOCUMENTS, VIRUSES OR SIMILAR DISRUPTIVE TECHNOLOGICAL DEVICES OR DATA, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM OR RELATING TO THE PARTICULAR SALES ORDER OR THE SERVICES PROVIDED. KERN'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY SALES ORDER AND THE SERVICES PROVIDED WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY PURCHASER TO KERN PURSUANT TO SUCH SALES ORDER. PURCHASER ACKNOWLEDGES THAT THE FEES SET FORTH IN THE PARTICULAR SALES ORDER REFLECT THE ALLOCATION OF RISK SET FORTH IN SUCH SALES ORDER AND THAT KERN WOULD NOT AGREE TO SUCH SALES ORDER WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

7. DEFAULT; CANCELLATION

KERN may terminate the particular Sales Order, in whole or in part, if Purchaser breaches or fails to comply with any of the Terms and Conditions. Without limiting the foregoing, failure to provide KERN with adequate written assurance of future performance promptly upon reasonable request thereof, or bankruptcy or insolvency of Purchaser shall be sufficient cause for such cancellation. In the event of such cancellation, KERN shall not be liable for any damages, and Purchaser shall be liable to KERN for any and all damages (including but not limited to indirect or consequential damages as well as any costs incurred in performing its obligations under the particular Sales Order) sustained by reason of the default which gave rise to such cancellation.

8. INDEMNIFICATION

Purchaser agrees to defend, indemnify, hold harmless KERN, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any an all claims, suits, judgments, actions proceedings, losses, damages, liabilities, costs and expenses (including, but not limited to, solicitor's fees) relating to, incidental to, or arising from (i) Purchaser's violation or breach of any covenants, representations and warranties made by it herein or (ii) the manufacture, advertisement, promotion, sale or distribution by Purchaser of any deliverables provided by KERN to Purchaser.

9. MISCELLANEOUS

9.1. Assignment. Purchaser may not assign or transfer, by operation of law or otherwise, any of its rights under this Sales Order or delegate any of its duties under this Sales Order to any third party without KERN's prior written consent. Any assignment in violation of the foregoing shall be null and void.

 

9.2. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of the Sales Order on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

 

9.3. Severability. If any provision of the Sales Order is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and the remaining provisions will continue in full force and effect.

 

9.4. Governing Law; Jurisdiction. Any Sales Order under these Terms and Conditions will be governed by the laws of England and Wales, without application of conflict of laws provisions that would require the application of the law of another state. The United Nations Convention on Contracts for the International Sale of Goods is not applicable. Purchaser acknowledges and agrees that any action or proceeding arising from or relating to this Sales Order must be brought in a court of England and Wales in London and Purchaser irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

 

9.5. Force Majeure. Any delay in performance or non-performance of any obligations and duties of KERN will not be considered a breach of these Terms and Conditions if such delay or non-performance is caused by an event beyond KERN's control.

 

9.6. Entire Agreement. The Sales Order constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

 

9.7. Changes. KERN may make changes to these Terms and Conditions at any time without notice to Purchaser. Purchaser may at any time request a copy of the then-current Terms and Conditions from KERN.