Law In Translation: THE IMPORTANCE OF WORK ORDERS AND PURCHASE ORDERS IN OUR BUSINESSES

I cannot stress enough how important a work order or a purchase order are. We all have those clients who we think “can be trusted.” The sad truth is however that there are no trusted friends in business, and oral agreements and understandings aren’t worth the paper they’re written on.

The PO or WO is a Contract!

In most common-law countries, including the US, Israel, and the UK, there are two parts to a contract – offer and acceptance. You offer a service at certain terms, and the client hopefully accepts (or makes a counter-offer which you may or may not accept). Once you have offer + acceptance, you have a contract.

Try to have something which spells out the term of your agreement.

Best practice

The client sends a copy of the document to be translated and the timetable in which the translation needs to be complete, as well as any specific instructions (i.e. British English vs. American English, formatting, etc.). The client gets a written price quote which he/she can sign, which includes the proposed price and terms. Alternatively, the client gets an emailed quote with the same information, and if the client approves, a work order is generated which includes the relevant terms. The client should send a signed copy or approval back prior to beginning the work. Here are the things which should be included

Price

Make sure the price is clearly set out in advance, and that you have clearly included whether VAT or other taxes apply or are included.

Completion time

(I strongly suggest using a qualifier such as “approximately” and to quote in terms of business days, not calendar days – as translation and language are not precisely quantifiable);

Tools to be used

If appropriate, note any special tools to be used, such as CATs, whether pricing will be affected, who owns the TMs before and after, etc.; and perhaps most importantly.

Payment terms

Include payment terms (methods of payment, when payment is due, etc.). Make sure that your work order (“WO”) or purchase order (“PO”) include all of the terms which are essential to you and the client.

Industry minimum

If you don’t have a signed document, at least make sure that before you begin, you clearly document, in an e-mail or a letter, what the terms of the transaction are, and that at the very least, the client acknowledges by return e-mail and approves these terms.

What to avoid

Working out the terms after the fact. I once did work for a client who needed rush translations, for which I engaged outside assistance. He claimed not to have time to price it out, just needed it done. I paid the rate which I paid to my subcontractors and then sent the client a bill. The reaction I received was, “I never imagined it would cost this much!” What was I to do? This was (is) a long term and valuable client. To stand my ground would have risked losing this otherwise lucrative long term client. To give in meant losing money on the transaction. Try not to end up in this situation 

for those of us in the ITA, many of our clients are based in Israel. Some are not. This raises several legal questions about which law applies to the transaction and your agreement with the client and indeed, there are entire courses and treatises on “choice of law” – a subject far beyond the scope of this article. I will try to leave you with a few considerations.

Choose your venue

If you live in New York, London, or Tel Aviv, do you want to litigate against a client in a court in Lyons or Ottawa? I prefer to stay close to home. One of the benefits of a written (and signed) WO or PO is that you can easily add a simple line which stipulates which law applies and where disputes will be adjudicated. This is called a jurisdiction clause. I try to keep mine simple and specific, such as “This work order shall be exclusively subject to the laws and exclusive jurisdiction of the competent courts of the State of New York in the County of New York.”

Enforcement

Think about how you will enforce this contract if it is breached. How will you collect? What proceedings are available to you?

None of us want or need the extra headaches involved when our clients or subcontractors don’t abide by the terms which (we thought) were obvious or agreed upon. It is worth it to invest the time, effort, and even expense in preparing a form and/or agreement which will protect your interests in your professional relationships. It is possible and even likely that there are those clients and/or subcontractors who will balk at signing a WO, PO, or subcontracting agreement. If so, you need to ask yourself whether you still can and/or are willing to work with that person, and if yes, is there another option for how to still “get it in writing” in a way which will afford you some protection if and when things go wrong. I have been burned by both clients as well as subcontractors, and was happy to have a written document on which to rely when things got hairy. More than once, colleagues have asked me about how to handle a situation which could have been avoided had there been some form of a written agreement between them and their subcontractor or client.

The above is provided for general information purposes only and does not constitute, nor is it a replacement, for professional, individualized, legal advice. For specific questions on your individual needs, please contact a qualified attorney.