GENERAL CONDITIONS OF SERVICES

PROVIDED BY VMP, ESTABLISHED IN GOES

(THE NETHERLANDS)

Definitions

In these general conditions the following expressions have the meanings stated:

  1. VMP: VMP, established in Goes (the Netherlands);
  2. Client: the contracting party of VMP;
  3. Fee: the financial consideration (prorated or otherwise) - exclusive of direct costs and office expenses as referred to under (d) and (e) - which VMP has agreed upon with the client for the execution of the instruction;
  4. Direct costs: the costs which VMP incurs in the interest of the execution of the instruction;
  5. Office expenses: the fixed surcharge on the fee to cover the costs of office facilities.

 

Applicability

These general conditions are applicable to every instruction given to VMP, unless otherwise agreed upon in writing prior to the formation of an agreement.

 

Instruction

  1. All instructions will be carried out in accordance with the applicable regulations.
  2. An agreement will not have been concluded until after it has been accepted by VMP. With regard to the formation of an agreement, VMP can only be represented by partners connected with VMP.
  3. Every instruction given to VMP will be expected to have been granted exclusively to VMP, i.e. the client accepts that VMP will have the instruction carried out under its responsibility by one of the partners or, if necessary, by third parties by order of VMP. Even when it is explicitly or implicitly intended that an instruction will be carried out by a particular person, the instruction will still be regarded as having been granted to VMP. The scope of Section 404 of Book 7 of the (Dutch) Civil Code is excluded. The scope of Book 7, Section 407, subsection 2 of the (Dutch) Civil Code, which establishes the joint and several liability for cases in which two or more persons have been instructed, is also excluded.

 

Fee Note

  1. The client will have to pay the fee, plus the direct costs, office expenses and turnover tax, for the execution of an instruction.
  2. In case the execution of an instruction extends over a period exceeding 1 (one) week, any work which has been carried out will be charged in the interim period. VMP is entitled to adjust the agreed hourly rate annually as from 1 January of each new year by the same percentage as the adjustment of the standard hourly rate charged by VMP.
  3. An itemized bill will be provided at the client’s request.
  4. VMP will at all times be entitled to request an advance payment from the client. An advance which has been received will be offset against the final settlement of the instruction.

 

Payment

  1. Payment of the invoices of VMP should take place within 30 (thirty) days of the invoice date. If this term is exceeded, the client will be in default by operation of law, and will owe a default interest equal to 1% of the outstanding balance per
  2. The client will only be discharged upon payment by transfer to one of the bank or giro accounts registered in the name of VMP, or upon cash payment in return for adequate proof of payment.
  3. In case VMP takes steps to recover debts from a client who is in default, the costs related to the collection of the payment, with a minimum of 15% of the outstanding balance, will be chargeable to the client.
  4. The client will desist from offsetting that which he owes to VMP against his claim against VMP.

 

Liability

  1. VMP will not be liable for a loss ensuing from, or connected with, the execution of an instruction.
  2. The limitation of liability specified under (a) does not apply to wilful misconduct or gross negligence on the part of (partners of) VMP and/or its managerial members of staff.
  3. In the event that third parties are called in, VMP will exercise due care at all times. However, VMP will not be liable for any shortcomings on the part of these third parties.

 

Disputes

  1. The legal relationship between VMP and the client will be governed by Dutch law.

A dispute arising from the legal relationship between VMP and the client may only be submitted for resolution to the competent court in Middelburg (the Netherlands).

 

These conditions were filed with the Chamber of Commerce and Industry for Central and North Zeeland in Middelburg (the Netherlands) under No. 22041289.