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General terms and conditions of Gietema Wevers notarissen B.V.

  1. Gietema Wevers notarissen B.V. (hereinafter referred to as: "Gietema Wevers") is a private company with limited liability whose objects are the practice of notarial business, as well as to provide legal advice and to direct transactions on the area of corporate law and real estate law.
  2. These general terms and conditions shall apply to every existing and future contractual relation between Gietema Wevers and the contractual party of Gietema Wevers in question (each such contractual relation hereinafter also referred to as: "(agreement of) assignment" and each contractual party hereinafter also referred to as: "client"), unless the parties agree otherwhise prior to the conclusion of an agreement.
  3. The clauses in these general terms and conditions have been included not only for the benefit of Gietema Wevers, but also for the benefit of all the persons holding shares in Gietema Wevers through their holding companies (hereinafter reffered to as: "partners") and all other persons working for Gietema Wevers and all persons engaged by Gietema Wevers in the execution of any instructions and all persons for whose acts or omissions Gietema Wevers could be liable. With the consequence that all aforementioned persons can make an appeal to this general terms and conditions. Also former employees, including their possible legal successor(s) under universal title, can, in case they are held liable after they have left the office of Gietema Wevers, make an appeal to this general terms and conditions.
  4. Any assignment is given to Gietema Wevers as such. This applies even if 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 subsection 2 of the Dutch Civil Code, which establishes several liability in cases in which instructions are given to two or more persons, are excluded.
  5. Gietema Wevers is free to arrange for instructions to be carried out under its responsibility by the partner(s) and employees of Gietema Wevers to be nominated by it, with the engagement of third parties as the occasion arises.
  6. When performing assignments given to it, when performing all other work and when selecting other persons to be engaged by it, Gietema Wevers will excercise the standard of care of a good professional service provider.
  7. An agreement of assignment shall not be effected until Gietema Wevers has accepted it. For the purposes of such acceptance Gietema Wevers may only be represented by (candidate) civil law notaries who are associated with Gietema Wevers or by other persons employed by Gietema Wevers by virtue of a written power of attorney.
  8. Gietema Wevers has a complaint regulation ("kantoorklachtenregeling") as stated in the "Verordening Klachten- en geschillenregeling", which complaint regulation applies to the processing of complaints of clients and which complaint regulation has been published (in Dutch) at www.gietemawevers.nl.
  9. The "klachten- en geschillenregeling" as mentioned in the "Verordening Klachten- en geschillenregeling" applies to all assignments given to Gietema Wevers.
  10. Unless parties have agreed otherwise in writing, client shall be obliged to pay the fee increased with disbursements and value added tax, for the performance of the assignment.
  11. If the fee is calculated on a time-spent basis, the hourly time accounting of Gietema Wevers shall be binding, unless client demonstrates the inaccuracy of the hourly time statement. Travelling hours qualify as work performed for the performance of the assignment. If the fee is calculated on a time-spent basis, the travelling hours also qualify as fully billable hours, unless parties have agreed otherwise in writing.
  12. Work performed may be invoiced at intervals if the performance of the assignment extends over a period of more than one month.
  13. If the agreement of assignment is terminated before Gietema Wevers has completed the agreed work, client shall be obliged to pay the fee for the work already performed by Gietema Wevers, unless agreed otherwise in writing. This fee shall consist of the hours already spent but not yet invoiced by Gietema Wevers, multiplied with the hourly rate applicable to the employee(s) who has/have performed the work.
  14. If the agreement of assignment is terminated before Gietema Wevers has completed the agreed work and this termination is attributable to the client, the client shall, irrespective of arrangements to the contrary, be obliged at Gietema Wevers’s discretion to pay the fee or an amount equivalent to the hours already spent by Gietema Wevers multiplied by the hourly rate applicable to the employee(s) who has/have performed the work.
  15. The fee referred to under 13 and 14 shall be increased with disbursements and value added tax.
  16. Gietema Wevers shall always be entitled to demand an advance payment from client. An advance payment received shall be offset against the final invoice for the assignment in question.
  17. Gietema Wevers shall be entitled to adjust the fee on a time-spent basis as per January 1 of each year in accordance with the hourly rates that are set by her annually. If the hourly rates are increased within three months of the conclusion of the assignment, client shall have the right to terminate the agreement of assignment. The client must exercise this right within one month after receipt of the first invoice following the increase in the hourly rates. If the client terminates the agreement, the fee owed shall be calculated on the basis of the hourly rates prior to the increase.
  18. Should the agreement of assignment exist between Gietema Wevers and several clients, all clients shall be jointly and severally bound by the contractual obligations under the agreement, and all subsequent provisions.
  19. The invoices of Gietema Wevers must be paid within 14 days of the invoice date. If this period is exceeded, the client shall be legally in default and shall be obliged to pay Gietema Wevers default interest equivalent to the statutory commercial interest rate applying to the agreement.
  20. Client shall only be released from its payment obligation towards Gietema Wevers after it transfers the sum owed to one of the bankaccounts in the name of Gietema Wevers.
  21. The payment by or on behalf of client shall be applied first to the costs due, then to the interest due, and finally to the most senior invoice outstanding, even if the purpose of the payment is otherwise stated by or on behalf of the client.
  22. Client shall not be entitled to offset sums payable to Gietema Wevers against counterclaims.
  23. Should Gietema Wevers take action for the recovery of debts against a defaulting client, the client shall reimburse Gietema Wevers for all judicial and extrajudicial costs actually incurred by Gietema Wevers in connection with the recovery, at a minimum of 10% of the outstanding invoices.
  24. In the event that when carrying out a client assignment, an event should occur which may lead to a liability, such liability shall be limited to the amount or amounts indemnified by Gietema Wevers's professional liability insurance, such amounts including Gietema Wevers’s deductible as stated under this insurance. The event as stated in the previous sentence shall also include a failure to act.
  25. In the event that, by or in connection with the performance of a client assignment or otherwise, damage, for which Gietema Wevers is liable, is caused to persons or property, such liability shall be limited to the amount or amounts covered by Gietema Wevers’s third-party indemnity insurance, such amounts including Gietema Wevers’s deductible as stated under this insurance.
  26. To the extent that persons engaged by Gietema Wevers in the execution of any instructions wish to limit their liability in connection with the carrying out of instructions from the client, Gietema Wevers 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.
  27. In the event that the performance of a client assignment entails the engagement of a person resident outside the Netherlands, and who has no connection to Gietema Wevers, and is not part of a joint venture entered into by Gietema Wevers, Gietema Wevers shall not be liable for any failures made by such person when engaged in the performance of a client assignment.
  28. The relationship between Gietema Wevers and its clients shall be governed by Dutch law. The courts of the Netherlands shall have exclusive jurisdiction over any dispute arising between Gietema Wevers and a client.
  29. These general terms and conditions shall also apply to any supplemental and further client assignments. 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, or in the event of any discrepancy between the Dutch and English versions, the Dutch language version shall prevail.

Gietema Wevers notarissen B.V., with corporate seat in Apeldoorn, the Netherlands, is registered in the Dutch traderegister with number 63087715.