GENERAL TERMS AND CONDITIONS, applying to all services rendered by, or on behalf of CORP.
1. CORP. is a partnership (maatschap), consisting of professional
corporations (praktijkvennootschappen). A list of partners will be
provided upon request.
2. Assignments awarded to CORP. or any of its partners or employees
will be deemed to be assignments accepted and carried out by CORP. only.
Articles 404 and 407(2) of Book 7 of the Dutch Civil Code shall not be
3. CORP. shall be obliged to exercise the due care that, in the
given circumstances, may reasonably be expected from it with respect to
the services provided by or on its behalf. Achieving the intended result
is not guaranteed by CORP.
4. When carrying out an assignment, CORP. may involve one or more
persons that are not, directly or indirectly, connected with CORP. Any
failure of such person may be attributed to CORP. only if the client
proves that CORP. did not act with due care when choosing such person.
5. The client shall allow that CORP. and the persons involved in
carrying out an assignment by or on behalf of CORP. share information
relating to the client and an assignment awarded by the client with
other persons connected with CORP., to the extent required or useful for
the purposes of client relation management.
6.1 The client shall be entitled to compensation for the damages
sustained by the client that are the consequence of an event or series
of connected events for which CORP. is liable by law:
a. in the
event CORP. has any insurance coverage for such damages, up to an amount
equal to the insurance payment to be received by CORP. plus the excess
payable by CORP. under such insurance;
b. in the event CORP. does
not have insurance coverage for such damages, up to an amount equal to
the fees CORP. invoiced to the client and which the client paid with
respect to the relevant assignment in the year in which the event took
6.2 Without prejudice to the provisions set forth in Article 89 of
Book 6 of the Dutch Civil Code, the right to compensation for damages
shall at any rate terminate twelve months after the occurrence of the
event that caused, whether directly or indirectly, the damages for which
CORP. is liable.
6.3 In the event that one or more third parties should claim from
CORP. compensation for damages they sustained in connection with
services provided by or on behalf of CORP. to the client, the latter
shall indemnify CORP. against such claim or claims and additional costs,
insofar as CORP. should have to pay to the third party or parties
compensation in excess of the compensation CORP. would have had to pay
to the client if the client had claimed compensation from CORP. for the
damages sustained by such third party or parties.
7. The General Terms and Conditions may also be invoked by those
natural persons or legal entities that are involved, whether directly or
indirectly, in any manner whatsoever in respect of the services
provided by or on behalf of CORP.
8. The General Terms and Conditions shall also be applicable to any supplementary or follow-up assignments.
9. The relation between CORP. and the client, as well as those who
make use of its services, shall be governed entirely by the law of the
Netherlands. Disputes shall be submitted exclusively to the competent
court in Amsterdam, the Netherlands.
10. These general conditions are drawn up in Dutch and in English. The Dutch text is binding.
Deposited with Registry of the Amsterdam District Court, on January 23, 2006 (number 15/2006).