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PO Vs contract...
Thread poster: xxxBrandis
xxxBrandis
Local time: 07:52
English to German
+ ...
Jun 20, 2008

Hi I do not know how to formulate this properly. But in simple words, do you normally accept the PO as it is set or send out a counter conditional binding contract to your customer that binds the PO regulation. I have been thinking about this for a while and did not find the (f)right forum to post this. All contribution is welcome. Brandis

[Edited at 2008-06-20 21:15]


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Claudia Alvis  Identity Verified
Peru
Local time: 01:52
Partial member
Spanish
+ ...
In my experience Jun 20, 2008

Hi Brandis,

Before starting sending jobs many agencies send an Agreement which has to be completed and signed by the translator. All the terms and conditions are explained in that agreement. I've come across some agreements with clauses I was not willing to accept and, fortunately, I was allowed to amended those clauses. Additionally some agencies use very detailed POs or if something about the quote is wrong or a problem comes up, the PM can modify the POs. In my experience, it's always the first PO or job that I have to pay a closer look to. So far I've always have good experiences with project managers handling POs that could have been problematic.


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xxxBrandis
Local time: 07:52
English to German
+ ...
TOPIC STARTER
Thank you for the posting. Jun 20, 2008

Hi! Claudia, I was actually aiming at at PO ( generally) which is not legally binding and a supporting contract that covers all parts of the translation to be done and only the translator has the exclusive right to implement all changes, which ever, suggested by the outsourcer, whether a TM or a glossary or a few final touches styling the document. As I see many outsourcers do infact mention translation/ Proofreading/ delivery condition but pay poorly, so that a translator mostly usually covers his part may be also some corrections included, and the proof-reader of whom we did not know, passes not only remarks, but also infact fully corrects the document, whose wage is cut from the agreed value in the PO. Whereas a contract is something very exclusive, I did not mean at one or two page document, but suppose it goes over 10-20 pages there is some serious work to be done depending upon the type of the document. I shall illustrate a situation here. Some time back I had a so called noble sounding client offering more than the general market average price. All he wanted was translated and proof-read document. Fine with me, we did that job and shipped and gave a grace period of about 7 days for all the corrections the client may wish to see implemented in the document after the receipt. He had waited over 3 weeks and came back with a another the so called corrected document and said he will not pay. But we said - he had 7 days claim period where we could have implemented changes as per his accordance ( technical document) Now there is a breach in the PO, because it had never specified that such actions on account of the client without informing us prior to beginning would cost us. We had replied that the client is free to mark those places where the translation does not fit his ideal picture and ask for alternative wording and not get the work done somewhere else using most part of what we did and send us the so called fully corrected document that fits his satisfaction. This is a trick, covering which we are now busy designing such a contract, that foresees that only the translator reserves the right to incorporate such changes, and the client must inform the translator via some kind of mark-up in some colour or something. This experience mentioned above concerns most of us here, mainly because one has no control of the transaction flow in terms of money and duly either accept that the client is really telling the truth, but ........ he did not tell us that he would be sending the document to a reviewer. This happens almost regularly, that the clients are happy till they get the document and after the receipt they sometimes get moody. How to cover this PO + your personal contract. A PO contains mostly description of what is to be done and delivery and pay cycle and similar key factors pertaining to a project. it does not cover the risk coverage and other processes that passively flow into such a translation process . Brandis

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Paul Merriam  Identity Verified
Local time: 01:52
Member (2008)
Russian to English
+ ...
Negotiation Jun 20, 2008

I think I understand your question, but if I'm addressing the wrong issue, please let me know.

Among the principles of contract law is that a contract requires an offer and an acceptance of that offer. If your customer sends out a PO that you don't see a problem with, you can simply sign it and return it. There is no need to send your client a contract of your own. Your client has made an offer and you have accepted it. Assuming the other requirements for a valid contract are met (and if you are concerned about them, you should look them up and/or consult an attorney), this is a valid contract.

Now, let's imagine that there is an unacceptable clause in the PO. You do not have any obligation to accept this PO (any more than you have a requirement to do translations for an unacceptably low fee). Your client has made an offer, but you have not accepted it. There is no contract based on this PO.

At this point, there are at least two options:
a) You can tell your client politely to go fly a kite. You don't do the translation, your client doesn't pay you, and the matter ends there.
b) You can make an offer (e.g., "This purchase order would be acceptable if the hold harmless clause were removed. Would you be willing to send me a PO without that clause?"). If this offer is accepted, you have a valid contract.

One way of providing an offer is to send your own contract. If your client signs it, you have an offer and an acceptance of that offer.


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xxxBrandis
Local time: 07:52
English to German
+ ...
TOPIC STARTER
@paul... Jun 21, 2008

Hi! From my perspective and experience a PO can be twisted while it does not actually specify anything in particular detail as in case of a contract, where as a contract does it. I was thinking of linking the PO with the contract, while not expecting that the outsourcer is an equal to understand the sense and depth of understanding the professionalism involving a contract and not just a PO drawn in 4 lines. Brandis

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Paul Merriam  Identity Verified
Local time: 01:52
Member (2008)
Russian to English
+ ...
Purchase orders are contracts Jun 22, 2008

Brandis wrote:

Hi! From my perspective and experience a PO can be twisted while it does not actually specify anything in particular detail as in case of a contract, where as a contract does it. I was thinking of linking the PO with the contract, while not expecting that the outsourcer is an equal to understand the sense and depth of understanding the professionalism involving a contract and not just a PO drawn in 4 lines. Brandis


I have frequently gotten purchase orders reading something like:

Please translate the text in the attached file from Spanish to English. We will pay [a certain rate] per word target text. The translation is due by [time and date]. Payment will be within 60 days of submission of invoice.

This is a contract. If it became necessary to do so, I could sue for non-payment based on this. Note that this text says nothing about deductions for substandard quality or making comments about proposed changes. A client's decision to reduce payment or your refusal to comment about the changes is not grounds under this purchase order to reduce payment.

I don't see a need to send back a contract clarifying these things. Occasionally, however, I will send a request for clarification. (Perhaps the client didn't indicate a due date, for example.)


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xxxBrandis
Local time: 07:52
English to German
+ ...
TOPIC STARTER
@ Meriam A PO can never be a contract Jun 22, 2008

HI! In the event that the outsourcer does not agree with the quality delivered and or would like his particular choices be implemented and does not report within a given grace period of such issues, and takes the liberty of changing, twisting the document delivered, and not wish to pay for the work delivered while undergoing breach of trade and professional ethics, a PO is never a supportive document. Instead a PO backed by a supportive contractual regulation that covers exclusive right of the translator / supplier to do everything to the satisfaction of the outsourcer / client would be needed. Upon seeing multiple projects from an outsourcer such contract would then be binding for all the following POs. I hope I have managed to explain the catches and the required coverage . Brandis

[Edited at 2008-06-22 08:53]


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