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General conditions
Article 1: AKD PRINSEN VAN WIJMEN
1.1 AKD Prinsen Van Wijmen N.V. ("AKD Prinsen Van Wijmen") is a
public limited company established under Dutch law, whose purpose
is the pursuit of the legal and notarial professions. A list of the
persons holding shares in AKD Prinsen Van Wijmen through their
holding companies (also called "Partners") will be provided on
request.
1.2 The clauses in these general terms and conditions have been
included not only for the benefit of AKD Prinsen Van Wijmen, but
also for the benefit of all the "Partners" (as referred to above)
and all other persons working for AKD Prinsen Van Wijmen and all
persons engaged by AKD Prinsen Van Wijmen in the execution of any
instructions and all persons for whose acts or omissions AKD
Prinsen Van Wijmen could be liable.
Article 2: THE AGREEMENT
2.1 A contract for professional services shall be formed with AKD
Prinsen Van Wijmen as such. This applies even if the client's
explicit or tacit intention was that the instructions be carried
out by a specific person. The effect of Article 7:404 of the Dutch
Civil Code, which contains rules for the latter case, and the
effect of Article 7:407(2) of the Dutch Civil Code, which
establishes several liability in cases in which instructions are
given to two or more persons, are excluded.
2.2 AKD Prinsen Van Wijmen is free to arrange for instructions to
be carried out under its responsibility by the "Partners" (as
referred to above) and members of staff of AKD Prinsen Van Wijmen
to be nominated by it, with the engagement of third parties as the
occasion arises.
Article 3: LIABILITY
3.1 If the carrying out of instructions by AKD Prinsen Van Wijmen
leads to liability, this liability shall in each case be limited to
the amount paid out in the case concerned under the relevant
liability insurance of AKD Prinsen Van Wijmen, plus the deductible
that is for AKD Prinsen Van Wijmen's account under the relevant
insurance agreement in the case concerned. The content and
conditions of the professional liability insurance exceed the
requirements set in this respect by the Netherlands Bar and the
Royal Netherlands Notarial Professional Organisation, both having
their registered offices in The Hague. A copy of the current
professional liability policy will be sent to you on request.
3.2 If no payment should take place for any reason under the
insurance referred to in 3.1., any liability is limited to an
amount of €230,000 or, if the total fee charged by AKD Prinsen Van
Wijmen in the case concerned is higher, to that amount with a
maximum of €460,000.
3.3 The instructions that have been given shall be carried out
exclusively for the client. Third parties cannot derive any rights
from the content of the work carried out.
Article 4: CLIENT'S OBLIGATIONS
4.1 If the client allows a third party to take cognizance of the
content of the work carried out by AKD Prinsen Van Wijmen for the
benefit of the client, the client shall bring these General Terms
and Conditions to the attention of the third party and ensure that
they are also accepted by this third party.
4.2 The client indemnifies and holds harmless AKD Prinsen Van
Wijmen and its auxiliary persons against claims by third parties
who claim that they have suffered damage as a result of or in
connection with the work carried out by AKD Prinsen Van Wijmen on
behalf of the client or against claims by third parties who claim
that they have suffered damage as a result of a disclosure
mistakenly made by AKD Prinsen Van Wijmen or its "Partners" (as
referred to above) or one of its employees or other auxiliary
persons under the Dutch Disclosure of Unusual Transactions
(Financial Services) Act, except in cases of intent or wilful
recklessness on the part of AKD Prinsen Van Wijmen.
4.3 Payment of AKD Prinsen Van Wijmen's invoices shall take place
within 15 days of the invoice date, unless a different payment
period has been agreed upon. Deviation herefrom will render the
commissioning party in default, whereby legally allowed interest
may be claimed in accordance with Article 6:119a of the Netherlands
Civil Code, as well as all costs incurred by AKD Prinsen Van Wijmen
including costs as set out in Article 6:96 paragraph 2. of the
Civil Code. Except if the client protests promptly upon receipt of
AKD Prinsen Van Wijmen's invoice, the civil-law notaries of
AKD Prinsen Van Wijmen are entitled to set off the distributable
share of the balance in the escrow account, as referred to in
Section 25 of the Notarial Profession Act, to which the client is
entitled, against, or use it in payment of, whatever the client
owes AKD Prinsen Van Wijmen. All judicial or extrajudicial costs
connected with the collection of outstanding amounts - with a
minimum of 15% over and above the amount to be collected - shall be
for the client's account. Judicial costs are not limited to the
nominal costs of the procedure awarded by the court, but shall be
for the account of the client in full if it is judged to be in the
wrong (to a preponderant degree).
Article 5: ENGAGEMENT OF THIRD PARTIES
5.1 Wherever possible and within reason, AKD Prinsen Van Wijmen
will make its choice of third parties to be engaged in a case in
consultation with the client and under observance of due care and
attention.
AKD Prinsen Van Wijmen cannot be held liable for defaults on the
part of such a third party, except in the case of wilful intent or
gross negligence on the part of AKD Prinsen Van Wijmen.
5.2 To the extent that such third parties wish to limit their
liability in connection with the carrying out of instructions from
the client, AKD Prinsen Van Wijmen shall assume and, if necessary,
hereby confirms that all instructions issued to it by the client
contain the authority to accept such a limitation of liability on
behalf of the client.
Article 6: FEES
6.1 AKD Prinsen Van Wijmen is entitled to amend its basic hourly
fee and costs charged by it for travel expenses for travel by car,
air carrier or train. If the amendment involves an increase of more
than 10%, or if an increase takes place within three months of the
contract for professional services between AKD Prinsen Van Wijmen
on the one hand and the client on the other hand coming into
effect, the client shall be entitled to dissolve the agreement. The
right to dissolve lapses on the 15th day after the invoice date of
the first invoice sent to the client after the increase of the
basic hourly fee and/or the aforementioned costs for travel
expenses.
Article 7: MISCELLANEOUS
7.1 Dutch law applies to all agreements between the client and AKD
Prinsen Van Wijmen.
7.2 Disputes shall be settled exclusively by the competent court in
the court district in which AKD Prinsen Van Wijmen has its
registered office. AKD Prinsen Van Wijmen does nevertheless have
the right to submit disputes to the competent court in the client's
place of domicile.
7.3 These General Terms and Conditions have been drawn up in Dutch
and in various other languages. The Dutch text shall be binding in
the event of any difference in content or tenor.