1 September 2020
- PROVISIONS COMMON TO PROFESSIONALS AND CONSUMERS
ARTICLE 1 – DEFINITIONS
The following definitions apply within the framework of these Terms and Conditions of Sale (TCS):
VIAVERBIA BENELUX: Limited liability company with capital of 12,500 € registered with the Commerce and Business Registry under number B 137631, having its registered office at 61, Gruuss-Strooss in Weiswampach L-9991.
Customer: the natural person or legal entity acting in the exercise of a profession or a commercial or non-trading company (“Professional”), or the natural person meeting the legal qualification of Consumer, by virtue of the Consumer Code, with which VIAVERBIA BENELUX is establishing a contract for the purpose of providing services of translation, interpretation, interpretation by telephone or by video-conference, voice dubbing, subtitling and transcription of audio files.
Service(s): translation, interpretation, interpretation by telephone or by video-conference, voice dubbing (voice off and voice over), subtitling and audio file transcription offered by VIAVERBIA BENELUX to the Customer as part of an offer or a contract established between VIAVERBIA BENELUX and the Customer.
Contract: the contract established between VIAVERBIA BENELUX and the Customer, the purpose of which is the supply of services, by VIAVERBIA BENELUX, of translation, interpretation, interpretation by telephone or by video-conference, voice dubbing, subtitling and transcription of audio files, by means of a price to be paid by the Customer and governed by these TCS.
ARTICLE 2 – SCOPE OF APPLICATION
These TCS constitute the sole basis of the relationship between the parties. They can be viewed on the VIAVERBIA BENELUX website: https://www.viaverbia.lu
Their purpose is to define the conditions under which VIAVERBIA BENELUX provides Services to the Customer who requests it, via the website https://www.viaverbia.lu by email or via a paper document sent directly to VIAVERBIA BENELUX.
The Customer declares to have read these TCS and to have accepted them before placing any order, i.e., before accepting the estimate proposed by VIAVERBIA BENELUX. Acceptance of the estimate, which implies validation of the order for Services by the Customer, requires acceptance without restriction or reservation of these TCS. The Customer also acknowledges having the capacity required to establish a contract and purchase the Services offered by VIAVERBIA BENELUX.
These TCS apply in their entirety under the conditions stated in article 20 hereof and, in particular, without restriction or reservation, to all Services provided by VIAVERBIA BENELUX to Customers, regardless of the clauses that may appear in the documents of the Customer and, in particular, its terms and conditions of purchase.
In the event of the invalidity of one or more provisions of these TCS, the other provisions would remain applicable. It is also indicated that these TCS may be the subject of subsequent modifications. In this case, VIAVERBIA BENELUX will inform the Customer in writing, at least one month before the modification takes effect. Unless the Customer raises an objection within two weeks of the date of sending the written notification, the Customer is deemed to have tacitly accepted the modification made.
ARTICLE 3 – ORDERS AND ESTABLISHMENT OF THE CONTRACT
Service and price offers made by VIAVERBIA BENELUX, either verbally or in writing, are not binding. Offers refers, notably, to attachments such as price lists, brochures and other information relative to the Services offered by VIAVERBIA BENELUX and brought to the attention of the customer, in writing or verbally.
The Customer selects the Services it wishes to order. It is specified that the choice and purchase of a Service is the sole responsibility of the Customer. It is, therefore, the Customer's responsibility to verify the accuracy of the order before it is sent in writing to VIAVERBIA BENELUX by email, fax or post.
Sales of Services are only complete, as intended under article 1583 of the Civil Code, after establishment of an estimate and express acceptance of said estimate by the Customer by means of a purchase order and payment of the deposit requested of the Customer by VIAVERBIA BENELUX to confirm the order. The deposit requested from the Customer may in no case be qualified as a non-refundable deposit.
The estimate is valid for 30 calendar days, unless otherwise specified in the estimate. The estimate indicates the amount of the deposit to be paid by the Customer, the turnaround time and the terms of delivery. It is expressly specified that the Customer that has not confirmed the order according to the terms of the estimate from VIAVERBIA BENELUX cannot require that VIAVERBIA BENELUX perform any of the Services reflected in the estimate. In addition, the quote which is not confirmed by the Customer within 48 hours of its date of issue by VIAVERBIA BENELUX may require an adjustment of the turnaround time for the Service, without modification of the deadline being able to give rise to the payment of any compensation from VIAVERBIA BENELUX.
ARTICLE 4 - CONDITIONS OF REIMBURSEMENT OF THE DEPOSIT PAID UPON ORDER CONFIRMATION
Any order confirmed by the Customer in the forms and conditions expressly provided for in article 3 of these TCS gives rise to full payment for the Services under the conditions stated in article 5 hereof, without the possibility for the Customer to retract its order, cancel it or, in particular, demand reimbursement of the deposit paid at the time of order confirmation, except under the conditions of article 16 of the Terms and Conditions of Sale (right of attraction of consumers).
In the event that, upon confirmation of the order by the customer in the forms and under the conditions expressly provided for in article 3 hereof, VIAVERBIA BENELUX is no longer able to provide the Services in accordance with the estimate submitted and accepted by the Customer, after the period of validity of the estimate of 30 days, the following shall occur:
- first of all, a new estimate will be submitted to the Customer, which it will be free to accept or refuse;
- secondly, and only in the event that the proposed new estimate has been refused by the Customer, the Customer will obtain immediate reimbursement of the deposit paid, without having the possibility of demanding the payment of any additional compensation.
ARTICLE 5 – PRICES
The Services are provided at the VIAVERBIA BENELUX rates in effect on the day of establishment of the order, according to the estimate previously established by VIAVERBIA BENELUX and accepted by the Customer under the conditions stated in article 3 of these TCS. Prices are expressed in Euros and include VAT for Consumers; they are expressed Excluding Tax for Professional Customers. An invoice is established by VIAVERBIA BENELUX and provided to the Customer upon delivery of the Services ordered. VIAVERBIA BENELUX reserves the right to modify the agreed prices at any time, before sending the estimate.
The agreed prices may also be modified at any time during fulfilment of the Contract if the Customer modifies the order placed. Until complete execution of the Services, VIAVERBIA BENELUX is authorized to increase the agreed prices, costs or taxes resulting from regulatory or legal modifications.
ARTICLE 6 – CONDITIONS OF PAYMENT FOR SERVICES
In accordance with articles 3 and 5 of these TCS, the price of the Services is established on the basis of an estimate which will indicate the conditions of payment, to be determined between VIAVERBIA BENELUX and the Customer. The Customer must either:
- pay a deposit on the total price of the Services at the time of order confirmation and the balance due upon delivery of the Services.
- pay the full price of the Services when placing the order and, at the latest, before the start of providing the Services.
Any late payment automatically results in the application of late penalties of an amount equal to 3 times the legal interest rate.
ARTICLE 7 – PERFORMANCE OF THE CONTRACT
All orders are accepted and executed exclusively by VIAVERBIA BENELUX, and the Customer may only require that an order be executed by a specific person within VIAVERBIA BENELUX. After establishment of the Contract, VIAVERBIA BENELUX will do the translation work in accordance with the specifications agreed with the Customer under the Contract.
The Customer is required to do, or to have done, everything that is reasonably necessary and desirable to permit timely and correct performance of the Contract.
This also implies responding to requests from VIAVERBIA BENELUX to obtain additional information to be able to properly fulfil the Contract.
VIAVERBIA BENELUX is authorized, for the purposes of proper execution of the Contract, to have Services performed by third parties.
ARTICLE 8 – CHANGES TO THE CONTRACT AND ADDITIONAL WORK REQUESTED BY THE CUSTOMER
Complementary agreements or subsequent modifications as well as concessions made verbally by the staff of VIAVERBIA BENELUX only bind the latter when they are confirmed in writing by VIAVERBIA BENELUX. Likewise, any modifications to the order by the Customer can only be taken into account by VIAVERBIA BENELUX within the limits of its possibilities. If VIAVERBIA BENELUX takes into account the modifications requested by the Customer, these will give rise to the establishment of a new estimate and to an adjustment of the price. In such a situation, the Customer will be bound by the adjusted price. It is expressly indicated that, depending on the progress of the Services or in the event of it being impossible to grant the requests for modifications presented by the Customer after establishment of the Contract, VIAVERBIA BENELUX may not be able to make the modifications requested by the Customer.
In this case, VIAVERBIA BENELUX is authorized to terminate the Contract, without being liable for any compensation towards the Customer.
In such a case, the deposit paid by the Customer is retained by VIAVERBIA BENELUX, which may also bill the Customer a prorated amount for the number of words already translated.
a. Communication of the technical glossary specific to the interpreter's field of intervention
The Customer is expressly informed that the interpreters made available to it within the framework of providing the Services are not technicians mastering the specific vocabulary required in the field (s) of activity in which the interpretation service is requested.
As a result, in the context of providing the Services, the technical vocabulary specific to the Customer's sector of activity as well as the in-house language are not guaranteed by VIAVERBIA BENELUX.
In this context, the Customer must spontaneously communicate to VIAVERBIA BENELUX, at least eight (8) days before the start of the Services, all documentation necessary to effectively provide the Services. This necessary documentation includes, in particular, the technical glossary and specific vocabulary used in the field of expertise concerned by the Services to be provided.
If a glossary is not provided by the customer at least 8 days before the start of the Services, it is customary for the interpreter to use standard technical terms without this being able to be held against him.
b. Billing for Remote Interpretation Services
Telephone interpretation is billed in 15-minute increments.
Interpretation by videoconference is billed in hourly increments.
Any portion of time started is billed in full.
Remote interpretation services are by appointment. Billing begins at the exact time of the appointment. However, billing will not be issued for an appointment cancelled at least 48 hours in advance.
The first portion of the price will be charged for:
- Any appointment that has not been cancelled 24 hours in advance;
- Any appointment for which the customer does not show up.
c. Costs related to the performance of interpretation services on-site:
Unless otherwise agreed, all costs to reach the place where the services will be provided shall remain the responsibility of the Customer and will be re-billed at cost price (plane, train, taxi, accommodation, meals and others).
The Customer agrees to pay them upon receipt with presentation of supporting documents.
d. Service delivery times during on-site interpretation
The times for lunch or dinner, if these times are included in the schedules for the Services, are taken into account in the actual schedules for the Services.
More specifically, when an interpreter comes, in the context of providing the Services, to have lunch or dinner with the Customer, this time for lunch or dinner will be considered as actual time spent providing the Service. Upon request, the Customer must sign the interpreter's attendance sheet.
e. Customer insurance for the risks related to providing the Services for on-site interpretation
The Customer declares to be insured for the risks related to providing the Services.
In particular, this insurance must cover, for the benefit of the interpreter, the risk of accident at the place of the assignment and throughout the entire duration, as well as harm to his physical well-being, civil liability, etc.
f. Damage or loss of interpretation equipment made available to the Customer
If interpretation equipment (such as booths, microphones, headphones, etc.) is made available to the Customer, it remains under its entire responsibility from delivery until collection. Any damage or loss will be billed at the cost established by VIAVERBIA BENELUX which rents the equipment.
g. Extension of the period of providing the Services due to the Customer
In the event that the period for providing the Services is extended due to circumstances attributable to the Customer, it will have to incur the resulting consequences.
In particular, these consequences consist:
- in payment for additional time consumed in connection with providing the Services at the rate mentioned in the estimate accepted by the Customer;
- in reimbursement, on first presentation of the relevant supporting documents, of the interpreter's transport costs (plane or train tickets) resulting from extension of the period for providing the Services;
- in reimbursement, on first presentation of the relevant supporting documents, of the interpreter's travel and accommodation expenses, and fees if the latter is forced to remain at the place of the assignment due to extension of the period for providing the Services.
h. Recording of conversations
Within the framework of providing interpretation Services, if the Customer requests that conversations be recorded, it agrees to obtain prior and explicit approval in writing from the participants. VIAVERBIA BENELUX will only make this recording for possible transcription needs and after having confirmed with the Customer that it has received the approval of each of the participants. VIAVERBIA BENELUX accepts no responsibility for the authorization given by each of the participants to the Customer. In order to comply with regulations on the protection of personal data, VIAVERBIA BENELUX will not provide the recording to the Customer and will destroy it after delivery of the translation to the Customer.
ARTICLE 10 – INTELLECTUAL PROPERTY
The intellectual property rights and, in particular, the copyrights of the translators and interpreters of VIAVERBIA BENELUX relative to the Services provided for the Customer remain the exclusive property of VIAVERBIA BENELUX until full payment of the invoice and the Customer may not use the Service before full payment of the invoice. After full payment for the Service, the Customer may use and/or exploit these intellectual property rights over the Service under the conditions stated in the estimate: either the intellectual property rights are transfer to the Customer (free to use, on any medium and without time limit), or VIAVERBIA BENELUX will grant a license for use to the Customer (restricted use).
ARTICLE 11 – SPECIAL CONDITIONS RELATED TO THE NATURE OF CERTAIN SERVICES
A. INTERPRETATION SERVICES
Depending on the Services, several types of interpretation may be made available to the Customer:
LIAISON OR CONSECUTIVE INTERPRETATION: during liaison or consecutive interpretation, the interpreter's assignment is to make the connection between two parties who do not speak the same language. The speaker(s) should stop to allow time for the interpreter to translate the content of the conversation. This technique is used for business meetings, training, support, in a face-to-face setting, by telephone or remotely.
SIMULTANEOUS INTERPRETATION (IN BOOTH): during simultaneous interpretation, the interpreter works in a soundproof booth with at least a second interpreter because the continuous working time is limited to 20 minutes and the interpreters must take turns.
The speaker speaks into a microphone connected to the interpreter who has an earpiece and instantly reproduces the content of the speech in a microphone. The content of this speech is returned to the listeners of the audience in the language concerned.
B. VOICE DUBBING SERVICE
With regard to the voice dubbing service, the prices appearing on the estimate are based on the information provided by the Customer, namely the duration of the original file, or even the number of characters of text, the type of voice, the languages and processing of the audio file. VIAVERBIA BENELUX transfers the rights of use for the voice dubbing services to the Customer, which may be used freely on any medium without time limit, unless otherwise specified in the estimate.
VIAVERBIA BENELUX reserves the right to revise the estimate if certain activities have not been reflected or if the Customer makes editing changes.
For any order, the Customer validates one voice. If, after returning the file, this voice no longer satisfies it, the amount of the invoice will nevertheless remain due.
A new estimate will, therefore, be established for a new recording. If the Customer requests the integration of sound media such as music or other, it must ensure that it obtains the necessary authorizations from the rights holders, and must complete all the required formalities with the collective management companies of the rights of authors, composers and/or publishers and, in particular, from SACEM, authors, publishers or composer. VIAVERBIA BENELUX cannot be held responsible for any violation of copyrights.
The order will only be accepted, unless an exception is stated in the estimate by VIAVERBIA BENELUX, after receipt of the signed estimate accompanied by the order, if this is necessary in its structure, and possibly accompanied by payment of the deposit.
The delivery method is mainly by EMAIL with an MP3 or MP4 file, unless otherwise indicated in the estimate.
Complaints concerning the Service must be sent within 5 calendar days following delivery.
ARTICLE 12 – LIABILITY OF VIAVERBIA BENELUX – GUARANTEE
VIAVERBIA BENELUX agrees to provide Services which meet an acceptable level of quality, subject to the express reservation of fulfilment of the obligation made to the Customer in article 9. a) hereof.
The Customer is informed that an interpreter cannot be refused by the Customer because of his accent as long as the latter correctly masters the languages required to provide the Services.
If an interpreter does not satisfy the Customer, the latter must inform VIAVERBIA BENELUX within 4 hours of the start of the Services.
The Customer must specify, by email, in a detailed, clear and concise manner, the reasons that it did not wish to accept the services of the interpreter.
In such a situation, VIAVERBIA BENELUX agrees to do everything possible to replace said interpreter, in consideration of the availability of replacements.
The impossibility of replacing the interpreter dismissed by the Customer due to the absence of an available replacement is considered to be a case of force majeure.
As such, VIAVERBIA BENELUX cannot be held responsible for remedying any inconveniences caused by this express case of force majeure.
Any dissatisfaction regarding the quality of the Services must be expressed by registered letter with acknowledgment of receipt within 8 days following the date of completion of the Services.
The letter of complaint must be substantiated and concrete and verifiable elements must be produced to support it. No complaint may be the subject of a refusal to pay for the Services and no compensation may be claimed from VIAVERBIA BENELUX unless it is proven that VIAVERBIA BENELUX has violated its contractual obligations and has not provided the Services in accordance with the TCS. The liability of VIAVERBIA BENELUX is strictly limited to the Services provided within the framework of the Contract.
As a result, the amount of liability which could be due by VIAVERBIA BENELUX is limited to the amount of damage resulting directly from the Services provided and estimated by the insurance company that covers its liability. In any case, the amount of the damage may not exceed the total amount of the Services billed to the Customer.
ARTICLE 13 – FORCE MAJEURE - CONFIDENTIALITY
a. Force majeure
VIAVERBIA BENELUX may not be held responsible for delays or absences of the interpreter due to cases beyond his control, such as delays by the SNCF and other rail, land or air carriers, traffic accidents, slow traffic due to strikes or demonstrations or any other events beyond his control and having the characteristics of force majeure, notably any event that is external, unforeseeable and unavoidable.
In the event of total absence of the interpreter during the trip due to a case of force majeure, 50% of the fees and costs will be incurred by the Customer.
Concerning telephone or video-conference interpretations done by a telephone or online operator (Zoom, Microsoft Teams or equivalent), VIAVERBIA BENELUX cannot be held responsible for the poor quality of the telephone links or of the conference line system. Line cuts or other interruptions cannot, therefore, be attributed to it.
In the event of an unforeseen illness of an interpreter, justified by sick leave established by a doctor, before or during the Services, VIAVERBIA BENELUX will do its best to replace the interpreter.
The supply of Services will not result in billing for the part of the Services not performed due to a case of force majeure. However, equipment rental and travel costs incurred will be billed to the Customer.
VIAVERBIA BENELUX agrees to respect confidentiality concerning all documents entrusted to it as well as the content of comments made while the Services are being provided.
VIAVERBIA BENELUX agrees to obtain the same commitment from its translators, interpreters, dubbers or from any person having performed a Service or participated in the Service.
ARTICLE 14 – PERSONAL DATA
VIAVERBIA BENELUX determines the purposes and resources of data processing done in accordance with European Regulation no. 2016/679 of 27 April 2016 (General Data Protection Regulation - “RGPD”). As such, VIAVERBIA BENELUX is responsible for the data processing done.
VIAVERBIA BENELUX is required to process the personal identification data of Customers such as last names, first names, postal address, e-mail address, country and municipality of residence (hereafter the “Data”).
The Data is sent by the Customer to VIAVERBIA BENELUX when creating an account and/or when providing Services and/or placing an order.
The Data will only be processed for the purpose of allowing optimal use of the Services provided by VIAVERBIA BENELUX, i.e., in order to process orders placed by Customers, to send estimates and information relative to the services provided at the request of prospects. Data processing is, therefore, necessary for performance of a contract to which the data subject is a party (contract for the provision of services) or for the performance of pre-contractual measures taken at the request of the latter (for example sending an estimate).
The Data will not be used for other purposes and, in particular, for commercial prospecting purposes, without the Customer's consent.
Within the framework of its activities, VIAVERBIA BENELUX may be required to communicate Data only to persons to whom VIAVERBIA BENELUX subcontracts certain work related to providing the Services. This involves the following third parties: subcontractors such as fiduciaries (accounting), partners such as Webmasters, programmers, IT specialists, administrations and tax authorities.
VIAVERBIA BENELUX does not transfer the data of its Customers to third-party countries.
In addition, VIAVERBIA BENELUX may be forced to disclose the Data to comply with laws in effect or at the request of an authority, or in the context of legal proceedings, to enforce these TCS, for example, to respond to complaints and/or claims, to protect the rights or interests of VIAVERBIA BENELUX or its Customers.
VIAVERBIA BENELUX takes all precautionary, technical and organizational measures appropriate to ensure Data security. However, it cannot rule out all the risks and, in particular, those related to use of the Internet.
VIAVERBIA BENELUX keeps the Data for the duration of the contractual relationship with the Customer and for 5 years after the relationship has ended. At the end of this period, VIAVERBIA BENELUX will proceed with deletion or anonymization of the Data, unless VIAVERBIA BENELUX is subject to a legal obligation to keep the Data for a longer period.
Customers are informed that they have the right to ask VIAVERBIA BENELUX for access to Data concerning them, the rectification or erasure thereof, or a limitation of the processing which concerns them, as well as the right to oppose the processing concerning them under certain conditions, and the right to data portability.
Customers can contact VIAVERBIA BENELUX for any questions or to obtain more information concerning the processing of their personal data or to exercise their rights, at the following email address: email@example.com. VIAVERBIA BENELUX will respond within a maximum of one month.
Customers are also informed that if they are not satisfied with the response from VIAVERBIA BENELUX to one of their requests or with the way in which VIAVERBIA BENELUX processes Data, they have the right to file a complaint with a regulatory authority (the Commission nationale pour la protection des données au Luxembourg (National Commission for Data Protection in Luxembourg) - CNPD - www.cnpd.public.lu)
ARTICLE 15 – APPLICABLE LAW – LANGUAGE
These TCS and the operations resulting from them are governed by and subject to the law of Luxembourg.
These TCS will be drafted in the French language.
In the event that they are translated into one or several foreign languages, only the French text shall prevail in any disputes.
ARTICLE 16 – DISPUTES
Any disputes relative to the Services provided by VIAVERBIA BENELUX in application of these TCS may give rise, concerning their validity, interpretation, execution, termination, consequences and aftermath, and which could not be resolved between VIAVERBIA BENELUX and the Customer, to legal action before the courts of the city of Luxembourg, without prejudice to application of the provisions of international private law applicable to disputes between professionals and consumers under the conditions of common law.
The Consumer is informed that he can resort to contractual mediation.
II. SPECIAL PROVISIONS APPLICABLE TO CONSUMERS
ARTICLE 17 – RIGHT OF RETRACTION FOR CONTRACTS ESTABLISHED REMOTELY
In the case of a Contract established remotely, the Customer has, in accordance with the law, a retraction period of 14 days following the date of establishment of the contract with VIAVERBIA BENELUX. Within this period, the Customer may exercise his right of retraction with VIAVERBIA BENELUX and cancel his order, without having to provide a reason or pay a penalty, by sending an email to firstname.lastname@example.org expressing his desire to retract his decision.
Exercise by the Customer of his right of retraction implies that delivery of the Services has not started during the retraction period. In the event that the right of retraction is exercised within the aforementioned period, only the price of the Services ordered will be reimbursed, within a maximum period of 14 days from receipt by VIAVERBIA BENELUX of the Customer's notification of retraction.
The Customer does not have the right of retraction if the Service has been fully performed or if performance of the Services has started, with the prior express consent of the Customer, in accordance with article L.222-9 (7) a) of the Consumer Code.
ARTICLE 18 – PRE-CONTRACTUAL INFORMATION - ACCEPTANCE OF THE CUSTOMER
The Customer acknowledges having received a legible and understandable copy of these TCS prior to placing its order, as well as all the information specified in Articles L.221-2 et seq. of the Consumer Code and, in particular:
- the essential characteristics of the Services, taking into account the communication medium used and the Service concerned;
- the price of the Services including all taxes and related costs (material, for example), as well as the terms of payment and execution;
- in the absence of immediate execution of the Contract, the date or the deadline by which VIAVERBIA BENELUX agrees to deliver the Services;
- information relative to the identity of VIAVERBIA BENELUX, its postal, telephone and electronic contact details, and its activities,
- information relative to legal and contractual guarantees and the manner of implementing them;
- the possibility of resorting to conventional mediation in the event of a dispute;
- information relative to the right of retraction (existence, conditions, time limit, methods of exercising this right and standard retraction form), to the terms of termination and other important contractual conditions (article 17 above).
- SPECIAL PROVISIONS APPLICABLE TO PROFESSIONALS
ARTICLE 19 – TERMS AND CONDITIONS OF SALE BY CATEGORY
The information appearing in the catalogues, prospectuses and price lists of VIAVERBIA BENELUX are given for information only and may be revised at any time.
VIAVERBIA BENELUX is entitled to make any changes to them that it deems useful.
Furthermore, VIAVERBIA BENELUX may be required to establish Terms and Conditions of Sale by Category, which depart from these Terms and Conditions of Sale, depending on the type of Professional Customer considered, determined on the basis of objective criteria.
In this case, the Terms and Conditions of Sale by Category shall apply to all Professional Customers meeting these criteria.
ARTICLE 20 - UNENFORCEABILITY OF THE TERMS AND CONDITIONS OF PURCHASE OF THE PROFESSIONAL CUSTOMER
These Terms and Conditions of Sale are expressly approved and accepted by the Professional Customer, which declares and acknowledges having understood them perfectly and, as such, renounces availing itself of any contradictory document and, notably, its own Terms and Conditions of Sale, which will be unenforceable against VIAVERBIA BENELUX, even if VIAVERBIA BENELUX was aware of them.
ARTICLE 21 - ABSENCE OF OFF-SETTING OF RECEIVABLES OR NON-RECIPROCAL DEBTS
Unless VIAVERBIA BENELUX has given its express, prior and written consent, and provided that the receivables and reciprocal debts are certain, liquid and payable, no offsetting can be validly done by the Professional Customer between possible penalties for delay in the provision of the Services ordered or non-compliance with the order, on one hand, and the sums owed by the Professional Customer to VIAVERBIA BENELUX for the purchase of said Services, on the other hand.