General Terms and Conditions
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1 General
1.1 In these conditions the following expressions shall have the following meanings:
(i)Client: the party giving the assignment;
(ii)BvVG: the public limited liability company Buren van Velzen Guelen N.V.,
lawyers, notaries and tax advisors.
2Applicability
2.1 These general terms and conditions shall apply to all services rendered by BvVG to the Client, save where the Letter of Engagement deviates from these general terms and conditions.
2.2 The Client accepts that in the execution of the assignment BvVG is bound by professional codes of conduct applicable to BvVG and hereby declares that he will always respect BvVG’s obligations arising from such codes.
3Conclusion of the Agreement
The agreement between the Client and BvVG comprises the Letter of Engagement and these general terms and conditions and is concluded when (i) BvVG receives from the client the Letter of Engagement signed by as well BvVG and the Client, (ii) BvVG commences with the execution of the assignment or (iii) it becomes evident in any other way that BvVG has accepted the assignment, whichever date is the earlier.
4 Cooperation of Client
4.1 The Client shall make all data and documents available in time and in the most appropriate form and manner required by BvVG to properly execute the assignment granted.
4.2 The Client shall inform BvVG immediately about any facts and circumstances that might be relevant to the execution of the assignment.
5 Execution of the Assignment
5.1 All the work done and services provided by BvVG will be done and provided to the best of its abilities and efforts and in accordance with the requirements of good workmanship.
5.2 BvVG determines how and by which employee(s) the assignment will be executed but in doing so shall honour the Client’s wishes as much as possible. The provisions contained in the Articles 404 and 407, section 2, of Book 7 of the Dutch Civil Code are hereby expressly excluded.
6 Confidentiality
6.1 Unless required by law or a professional duty, BvVG and the employee(s) engaged by it shall not disclose any information to third parties.
6.2 BvVG does not have the right to use the information made available by the Client for any purposes other than for which it has been made available, on the understanding that BvVG has the right to use this information if BvVG acts for itself in proceedings to which such information may be relevant.
7 Fees
7.1 Unless otherwise agreed, the fees will be calculated based on the number of hours worked multiplied by the hourly rates to be determined periodically by BvVG. BvVG is at any time entitled to amend its hourly rates. Any disbursements paid for the benefit of the Client will be passed on. Disbursements already paid but not yet invoiced will be charged upon receipt of the invoices concerned. A percentage of 6% minimum of the fees will be charged for general office expenses.
7.2 BvVG’s fees increased by general office and other expenses and notes of fees of third parties and turnover tax, where applicable, will be invoiced to the Client on a monthly basis unless where otherwise agreed.
8Payment
8.1 Payment of the notes of fees shall be made by the Client within 15 days of invoice, without any deductions, discounts or set-off, unless otherwise agreed in writing. Objections to the amounts invoiced do not suspend the payment obligation.
8.2 If the Client has granted BvVG an assignment on behalf of third parties, the Client’s payment obligation to BvVG shall not be affected by payment by the third party to the Client. Non-payment or late payment by the third party to the Client does not affect the Client’s obligation to pay BvVG in time and in full.
8.3 If the client fails to pay one or several notes of fees of BvVG in time or in full, BvVG shall have the right to suspend further execution of the assignment. Also, in the event of late payment the client will be liable to pay the statutory interest accrued since the due date, and the extrajudicial collection costs incurred by BvVG with a minimum of EUR 750.00.
8.4 If in BvVG’s opinion the Client’s financial position or payment behaviour so justifies, BvVG shall have the right to demand that the Client provide security immediately in a form to be determined by BvVG and/or pay an advance. If the Client fails to provide said security, BvVG shall, without prejudice to its other rights, have the right to immediately suspend further execution of the assignment and any sums payable by the Client to BvVG on whatever account shall become payable immediately.
8.5 BvVG shall at all times have the right to demand advances for work to be done or expenses to be incurred.
9 Liability
9.1 BvVG shall carry out its work to the best of its ability and in doing so exercise the due care to be expected of BvVG. If an error is made due to incorrect or incomplete information provided by the Client, BvVG shall not be liable for any damage or loss caused by such error.
9.2 BvVG shall be liable only for shortcomings of third parties engaged by BvVG if and insofar as the loss and damage arising there from can be recovered from those third parties. BvVG shall have the right to assume any limitations of liability of the third parties engaged by BvVG also on the Client’s behalf.
9.3 BvVG does not accept any responsibility or liability for the work done for the Client by third parties recommended to the Client by BvVG.
9.4 Any and all liability of BvVG shall be limited to the amount that in the matter
concerned will be claimable under the professional liability insurance(s) of BvVG, to be increased by the amount of the excess that is for the account of the BvVG under the policy terms in the matter concerned. Any and all liability for indirect and consequential damages is hereby excluded.
9.5 If, notwithstanding the provisions contained in paragraph 9.4, BvVG will be liable for loss or damage that is not (fully) reimbursed by the insurer(s) of BvVG, the liability of BvVG shall be limited to the fees charged by BvVG in the matter concerned, or, if the fees charged are higher, to EUR 50,000 maximum.
10 Statute of Limitation
Any and all claims on BvVG for failures, faults or shortcomings of BvVG in the execution of instructions of the Client will become statute-barred after the expiration of one year after completion of the assignment concerned.
11 Applicable Law and Competent Court
11.1 The legal relationship between the Client and BvVG shall be governed exclusively by and construed in accordance with the laws of the Netherlands.
11.2 The General Terms and Conditions are available in both the Dutch and English languages. In the event of any dispute arising as to the contents or purport of these General Terms and Conditions, the Dutch language version shall prevail.
11.3 Disputes shall be submitted to the exclusive jurisdiction of the competent court in the Hague, the Netherlands.
1 General
1.1 In these conditions the following expressions shall have the following meanings:
(i)Client: the party giving the assignment;
(ii)BvVG: the public limited liability company Buren van Velzen Guelen N.V.,
lawyers, notaries and tax advisors.
2Applicability
2.1 These general terms and conditions shall apply to all services rendered by BvVG to the Client, save where the Letter of Engagement deviates from these general terms and conditions.
2.2 The Client accepts that in the execution of the assignment BvVG is bound by professional codes of conduct applicable to BvVG and hereby declares that he will always respect BvVG’s obligations arising from such codes.
3Conclusion of the Agreement
The agreement between the Client and BvVG comprises the Letter of Engagement and these general terms and conditions and is concluded when (i) BvVG receives from the client the Letter of Engagement signed by as well BvVG and the Client, (ii) BvVG commences with the execution of the assignment or (iii) it becomes evident in any other way that BvVG has accepted the assignment, whichever date is the earlier.
4 Cooperation of Client
4.1 The Client shall make all data and documents available in time and in the most appropriate form and manner required by BvVG to properly execute the assignment granted.
4.2 The Client shall inform BvVG immediately about any facts and circumstances that might be relevant to the execution of the assignment.
5 Execution of the Assignment
5.1 All the work done and services provided by BvVG will be done and provided to the best of its abilities and efforts and in accordance with the requirements of good workmanship.
5.2 BvVG determines how and by which employee(s) the assignment will be executed but in doing so shall honour the Client’s wishes as much as possible. The provisions contained in the Articles 404 and 407, section 2, of Book 7 of the Dutch Civil Code are hereby expressly excluded.
6 Confidentiality
6.1 Unless required by law or a professional duty, BvVG and the employee(s) engaged by it shall not disclose any information to third parties.
6.2 BvVG does not have the right to use the information made available by the Client for any purposes other than for which it has been made available, on the understanding that BvVG has the right to use this information if BvVG acts for itself in proceedings to which such information may be relevant.
7 Fees
7.1 Unless otherwise agreed, the fees will be calculated based on the number of hours worked multiplied by the hourly rates to be determined periodically by BvVG. BvVG is at any time entitled to amend its hourly rates. Any disbursements paid for the benefit of the Client will be passed on. Disbursements already paid but not yet invoiced will be charged upon receipt of the invoices concerned. A percentage of 6% minimum of the fees will be charged for general office expenses.
7.2 BvVG’s fees increased by general office and other expenses and notes of fees of third parties and turnover tax, where applicable, will be invoiced to the Client on a monthly basis unless where otherwise agreed.
8Payment
8.1 Payment of the notes of fees shall be made by the Client within 15 days of invoice, without any deductions, discounts or set-off, unless otherwise agreed in writing. Objections to the amounts invoiced do not suspend the payment obligation.
8.2 If the Client has granted BvVG an assignment on behalf of third parties, the Client’s payment obligation to BvVG shall not be affected by payment by the third party to the Client. Non-payment or late payment by the third party to the Client does not affect the Client’s obligation to pay BvVG in time and in full.
8.3 If the client fails to pay one or several notes of fees of BvVG in time or in full, BvVG shall have the right to suspend further execution of the assignment. Also, in the event of late payment the client will be liable to pay the statutory interest accrued since the due date, and the extrajudicial collection costs incurred by BvVG with a minimum of EUR 750.00.
8.4 If in BvVG’s opinion the Client’s financial position or payment behaviour so justifies, BvVG shall have the right to demand that the Client provide security immediately in a form to be determined by BvVG and/or pay an advance. If the Client fails to provide said security, BvVG shall, without prejudice to its other rights, have the right to immediately suspend further execution of the assignment and any sums payable by the Client to BvVG on whatever account shall become payable immediately.
8.5 BvVG shall at all times have the right to demand advances for work to be done or expenses to be incurred.
9 Liability
9.1 BvVG shall carry out its work to the best of its ability and in doing so exercise the due care to be expected of BvVG. If an error is made due to incorrect or incomplete information provided by the Client, BvVG shall not be liable for any damage or loss caused by such error.
9.2 BvVG shall be liable only for shortcomings of third parties engaged by BvVG if and insofar as the loss and damage arising there from can be recovered from those third parties. BvVG shall have the right to assume any limitations of liability of the third parties engaged by BvVG also on the Client’s behalf.
9.3 BvVG does not accept any responsibility or liability for the work done for the Client by third parties recommended to the Client by BvVG.
9.4 Any and all liability of BvVG shall be limited to the amount that in the matter
concerned will be claimable under the professional liability insurance(s) of BvVG, to be increased by the amount of the excess that is for the account of the BvVG under the policy terms in the matter concerned. Any and all liability for indirect and consequential damages is hereby excluded.
9.5 If, notwithstanding the provisions contained in paragraph 9.4, BvVG will be liable for loss or damage that is not (fully) reimbursed by the insurer(s) of BvVG, the liability of BvVG shall be limited to the fees charged by BvVG in the matter concerned, or, if the fees charged are higher, to EUR 50,000 maximum.
10 Statute of Limitation
Any and all claims on BvVG for failures, faults or shortcomings of BvVG in the execution of instructions of the Client will become statute-barred after the expiration of one year after completion of the assignment concerned.
11 Applicable Law and Competent Court
11.1 The legal relationship between the Client and BvVG shall be governed exclusively by and construed in accordance with the laws of the Netherlands.
11.2 The General Terms and Conditions are available in both the Dutch and English languages. In the event of any dispute arising as to the contents or purport of these General Terms and Conditions, the Dutch language version shall prevail.
11.3 Disputes shall be submitted to the exclusive jurisdiction of the competent court in the Hague, the Netherlands.
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