ARTICLE 1 - GENERAL / DEFINITIONS
In these general terms and conditions, the following definitions shall apply:
- Contractor: Verbeek Vastgoedfinanciering B.V., a private limited company registered with the Chamber of Commerce under number 83255745, hereinafter referred to as "Contractor"
- Client: the party(ies) that give order to Contractor
- Assignment: an assignment to provide services in the broadest sense of the word. An order may be given verbally, by email or in writing by Client
- Agreement: a confirmation provided by Client orally, by email or in writing that Contractor is to commence performance of work
- Work and Services: mediating on behalf of Client in obtaining business financing, credit or mortgage loan for the purpose of leased or to be leased real estate, developed or to be developed real estate projects within the framework of Client's business real estate investment activities, all in the broadest sense of the word and also encompassing all related work serving this purpose.
ARTICLE 2 - APPLICABILITY
These general terms and conditions apply to all quotations, offers and quotations prepared by Contractor and agreements concluded between Contractor and Client subject to previously agreed deviations from these terms and conditions and confirmed in writing by Contractor. These general conditions also apply to all assignments and/or agreements resulting from the assignment and/or agreement and/or work to be performed by the Contractor and/or third parties engaged.
If any clause forming part of these general terms and conditions or of the agreement concluded between the Client and the Contractor should be null and void or annulled, the general terms and conditions and the agreement shall otherwise remain in force and the clause in question shall be replaced forthwith in consultation between the parties by a clause that approximates the purport of the original clause as much as possible.
ARTICLE 3 - COMMENCEMENT OF ASSIGNMENT AND FORMATION OF AGREEMENT
When Octrooibureau Novopatent is awarded an order, an agreement for the provision of services - to which these general terms and conditions apply - will only be established after Octrooibureau Novopatent has received the offer or order confirmation signed for approval by the Client and Octrooibureau Novopatent's acceptance of the order by means of a written confirmation or confirmation by e-mail to the Client, or at the time Octrooibureau Novopatent has started to perform the work for the Client at the Client's (oral) request.
The parties are free to make a contract by other means and to prove that it was made by other means. The agreement shall be entered into for an indefinite period of time, unless it follows from the content, nature or scope of the assignment given or from the work associated with the agreement that it was entered into for a definite period of time or a specific assignment.
ARTICLE 4 - END OF ASSIGNMENT AND AGREEMENT
An assignment ends only by:
- completion by the Contractor
- withdrawal and termination by Client
- return by Contractor
The Contractor has completed the assignment as soon as the agreed work has been performed, regardless of whether or not or in a different form and/or on different terms and conditions than previously assumed as a starting point the financing desired by the Client.
Withdrawal, cancellation or return of an assignment must be in writing. In these cases, the date of termination of the order shall be the date on which the Contractor or Client respectively receives the written notice of withdrawal, cancellation or return or the later date specified in such notice.
Upon completion, termination or suspension of the assignment before it is fulfilled, the fee for the work performed will be charged in accordance with the provisions of Article 9 and Article 10.
ARTICLE 5 - EXECUTION OF THE ASSIGNMENT
A. Mode of implementation
Contractor is free in the manner of execution of the order, without obligation to consult with Client in advance. In performing the work, Contractor shall be permitted, after consultation with Client, to engage third parties in order to complete the assignment.
B. Contractor's obligations in performing the order
The Contractor shall carry out the accepted assignment to the best of his knowledge and ability in the interests of the Client, and in doing so shall exercise the care that the Client is entitled to expect. The Contractor shall promptly and clearly inform the Client of the progress and all matters relevant to the Client and/or the performance of the assignment, to the extent known to the Contractor.
C. Obligations of the Client in the performance of the order
Client shall refrain from activities that (may) impede Contractor in the performance of the work and (may) be an obstruction in the performance of the assignment. Client shall not use similar services of others than Contractor for this assignment and related work unless agreed upon in advance in writing. Client shall not - during the term of the agreement between Client and Contractor - enter into or negotiate any agreements for similar or related services outside of Contractor.
D. Power of Representation
With the assignment/agreement, Client does not grant Contractor a power of attorney to enter into agreements in the name of or for the benefit of Client. If a power of attorney is issued, it should be provided separately and attached to the assignment. A power of attorney is also subject to these general terms and conditions.
ARTICLE 6 - DISCLOSURE AND RETENTION
A. Obligations of Principal
The Client shall be obliged to provide all information and documentation required by the Contractor for the proper performance of the work resulting from the awarded order in a timely manner and in the desired format and manner.
Client shall inform Contractor of all matters relevant to execution of the order. Client is responsible for the accuracy, completeness and reliability of the information and documentation provided, even if provided by third parties.
B. Information deficiencies.
The Contractor takes care to compile the information it provides carefully, but cannot guarantee its accuracy. If any delay in the execution of the order arises from the Client's failure to provide the information or documentation required in the Contractor's opinion, or failure to do so in a timely, complete, correct or proper manner, additional costs or additional fees arising therefrom shall be borne by the Client.
C. Provision of information to third parties
Documentation and information provided to third parties engaged by Contractor for the purpose of executing the order are intended solely for the addressee and are made available subject to interim changes. Third parties engaged shall, with respect to the work for which they have been engaged, be declared subject to the provisions relating to confidentiality in Article 7 in particular and these general terms and conditions as a whole.
D. Destruction or return of data.
Upon Client's written request, delivered documents will be destroyed or returned to an address specified by Client.
E. Submission of data by email.
Delivering information and documentation by email carries risks. Client and Contractor are aware of these risks and will make every reasonable effort to eliminate and/or mitigate risks. Client and Contractor are not liable towards each other for damages (possibly) arising from the use of email including inadvertent misdirection or delivery of emails.
F. Retention of data
Client expressly authorizes Contractor to store and process data for the purpose for which it was provided. Saving can be done in either paper or digital form. Client has the right at all times to see where and how the data provided by Client is stored.
ARTICLE 7 - CONFIDENTIALITY
A. Contractor's Obligations.
Subject to the requirements from laws and regulations, the Contractor is obliged to maintain confidentiality with respect to third parties. The Contractor is not permitted to use the information and documentation provided by the Client for a purpose other than that for which it was provided, with the exception of the case in which the Contractor needs this information in disciplinary, civil or criminal proceedings in which this information may be relevant.
B. Obligations of Client.
The Client undertakes to maintain confidentiality with respect to third parties not engaged by the Contractor and not involved in performing the work (related to the order). The Client is not permitted to share with third parties, disclose or exploit the terms and conditions, prices, agreements, (calculation) models, working methods, reports, advice, (intellectual) property or other (oral, email or written) expressions - originating - from the Contractor or between the Client and the Contractor, without the Contractor's express prior permission unless they have been drawn up for the purpose of sharing them with third parties or disclosing them. In case of breach of this duty of confidentiality, Contractor reserves the right to recover any damages from the Client.
C. Obligations of third parties engaged
The obligations under this article and under these general terms and conditions as a whole shall be imposed by the Contractor on third parties engaged by the Contractor.
ARTICLE 8 - LIABILITY
A. General
If Contractor should be liable, such liability shall be limited to that stipulated in this provision.
B. Exclusions.
Client shall indemnify Contractor against all third-party claims, and shall reimburse Contractor for any costs incurred or to be incurred by Contractor in connection with the defense of such third-party claims related to or arising out of work performed by Contractor under the agreement(s) with Client.
The Contractor is not liable for damages of any kind caused by
Contractor has relied on incorrect and/or
incomplete and/or untimely information provided by or on behalf of Client.
Provider shall never be liable for indirect damages, including consequential damages, lost profits, missed savings and damages due to business interruption.
The Contractor shall never be liable for damage caused by third parties engaged in the performance of the Agreement.
C. Level of liability
If Contractor should be liable for any damage, then Contractor's liability is limited to a maximum of twice the invoice value of the agreement, at least to that part of the agreement to which the liability relates, with a maximum of € 10,000.00. If the assignment continues for more than six months, the liability referred to above shall be limited to an amount equal to the total amount the Contractor received from the Client in connection with the assignment in the last 3 months before the damage occurred.
D. Direct damage
The Contractor shall only be liable for direct damages. Direct damage is understood to mean exclusively the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the Contractor's faulty performance comply with the agreement, insofar as they can be attributed to the Contractor, and reasonable costs incurred to prevent or limit damage, insofar as the Principal demonstrates that these costs led to the limitation of direct damage as referred to in these general terms and conditions.
E. Limitation period for liability
Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Contractor and the auxiliary persons engaged by Contractor in the performance of an agreement shall be 1 (one) year.
F. Intent or gross negligence
The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor.
ARTICLE 9 - FEE
A. General
The fee and additional costs agreed between the Client and the Contractor are - unless otherwise agreed - exclusive of: turnover tax, disbursements, expenses (such as, for example, promotional and/or research costs), land registry costs and all further costs related to or arising from the assignment and/or agreement. Any sales tax due will be itemized on the invoice.
Where the principal amount of any credit or loan to be taken out for the benefit of the Client determines the amount of the Contractor's fee then credit shall mean the amount provided or to be provided under any money loan agreement, offer, quotation, money loan, credit limit, principal amount or otherwise, whether private or mortgage.
Even if an agreement is concluded for the Client that differs from the assignment and/or agreement between the Client and the Contractor, the Client shall owe the Contractor the agreed fee.
B. Fee determination
The Contractor's fee will be determined in writing in the agreement or in separate correspondence (which also includes correspondence by email or electronically in other form) between the Client and the Contractor. The Contractor's failure for any reason
- subject to the provisions of Article 8 - unsuccessful completion of the (work arising from the) assignment shall not result in compensation, adjustment, discount or renegotiation of the established fee payable by the Client. In case of withdrawal or suspension by the Client, the Client is obliged to pay the agreed fee and the additional or unforeseen costs incurred by the Contractor or costs of work performed by third parties.
C. Interim change in fee
For continuing agreements, Contractor is entitled to change the agreed fee if wages, prices or fixed costs associated with the performance of the
change work. The Contractor shall give 2 months' notice in this regard.
D. Unforeseen costs, additional work or work by third parties.
Unless otherwise agreed, the Client shall reimburse the unforeseen costs, costs of additional work, if applicable the travel and accommodation costs (travel costs on the basis of the tax-free mileage allowance in force at the time or, in the case of public transport, the actual costs on the basis of second class, accommodation costs on the basis of costs actually incurred) incurred by the Contractor for the purposes of the assignment and also the fees and costs of third parties engaged to complete the assignment. The same applies if the assignment is suspended or ends by withdrawal, return or otherwise. Unforeseen costs, extra work, travel expenses and costs of work by third parties will be communicated to the Client as soon as it is known that they are unavoidable or necessary.
ARTICLE 10 - PAYMENT
A. General
The Contractor's fee will be charged to the Client partly in advance and partly after completion of the work unless the Client and the Contractor agree otherwise. The amount charged in advance relates to the inventory work associated with the assignment, the amount is 1/3rd of the agreed total fee with a minimum of € 500.00 (excluding sales tax). If applicable, the fee to be charged shall be increased by all incidental expenses referred to in Articles 9A through 9D.
B. Payment term
The Client shall pay the advance payment referred to in Article 10A for the
inventory work before the work associated with the assignment begins. The remaining fee charged after completion of the work shall be paid by the Client within the payment period indicated on the invoice.
C. Method of payment
Client shall pay the fee charged, without discount, set-off, deduction or withholding, in EUROs by transfer to the Contractor's bank account number specified on the invoice.
D. Late payment and collection costs.
The Contractor shall be entitled to charge statutory interest from the due date of the payment period until the date of full payment by the Contractor in the event of failure to pay, after the Client has received a reminder once, without further notice of default. All judicial and extrajudicial (collection) costs incurred by Contractor as a result of Principal's failure to fulfill the payment obligation shall be charged in full to Principal.
E. Additional assurance
If, in the opinion of the Contractor, the Client's financial position or payment record gives cause to do so, the Contractor has the right to require additional security for the fulfillment of the Client's payment obligation. Additional security may include full prepayment of the agreed fee, if necessary.
In the absence of the additional security requested by the Client, the Contractor shall be entitled to discontinue, suspend or completely and permanently terminate the work associated with the assignment/agreement, without prejudice to its right to payment of the fee for work performed up to that point.
F. Joint Contracting
If there is more than one (1) Client in the broadest sense of the word, all commissioning persons, partnerships and/or entities are jointly and severally and/or fully liable for the agreed fee.
ARTICLE 11 - DELIVERY PERIOD
A. General
Only previously agreed upon delivery dates, deadlines and pass dates between Client and Contractor are to be regarded as deadlines. If the Contractor considers the deadline set by the Client or the final delivery/passage date not feasible and the Client nevertheless wishes to enter into the Agreement, then the Contractor shall in no way be responsible or liable for damages suffered or to be suffered by the Client.
B. Delivery time, information and prepayment
Any agreed period within which the work is to be completed by the Contractor shall commence only after receipt by the Contractor of any advance payments due and/or receipt by the Contractor of the information and/or documentation required from the Client for the performance of the work.
ARTICLE 12 - COMPLAINTS
A. Term
Complaints regarding work performed and completed must be made known to Contractor in writing within thirty days of discovery by Client. Complaints during
the term of the order/agreement must be made known to the Contractor within 1 business day.
B. Complaints and obligation to pay
Complaints referred to in Article 12A do not suspend the Client's payment obligation.
C. Handling of complaints
If Contractor and Client agree that Client's complaint is (partially) justified then Contractor has the choice of:
- correcting or redoing the work in respect of which the Client has lodged a complaint at the Contractor's own expense with the exception of additional costs and/or costs of third parties engaged as referred to in Articles 9A to 9D inclusive
- adjustment of the fee to be charged/charged
- not (or no longer) carrying out (the whole or the remaining part of) the assignment against refund of fees already paid in advance, possibly in proportion to the part not carried out.
Contractor should make the most reasoned choice from the above options in the best interest of Client.
ARTICLE 13 - FINAL PROVISION
A. Due date
Rights of action and other claims of the Client against the Contractor under these general terms and conditions or under the assignment or agreement or in connection with the work performed or to be performed shall lapse after the end of the assignment or agreement as defined in Article 4 but in any case 1 year after the Client became aware or assumed to be aware of these rights and claims under these general terms and conditions/assignment/agreement.
B. Disputes
All disputes relating to agreements between Client and Contractor, to which these general terms and conditions apply and which do not fall within the jurisdiction of the
subdistrict court, shall be settled by the competent court in or near Contractor's place of business.
C. Applicable law
All assignments granted to Verbeek Vastgoedfinanciering and the resulting agreements and activities are governed exclusively by Dutch law.
