General Terms and Conditions Leijnse Artz
Article 1 Introduction
- Leijnse Artz is a partnership (“maatschap”) under Dutch civil law, consisting of private companies with limited liability (“besloten vennootschappen met beperkte aansprakelijkheid”). It has its office in Rotterdam and is registered with the Chamber of Commerce under number 24452780. A list of partners will be provided upon request.
- These general terms and conditions are stipulated for the benefit of Leijnse Artz and for the benefit of its current and former partners, its current and former partners’ holding companies, its current and former partners’ managing directors (“bestuurders”), the managing directors of its current and former partners’ holding companies, its current and former employees, the foundation Stichting Beheer Derdengelden Leijnse Artz and its current and former managing directors, any third parties whose services are engaged by Leijnse Artz in carrying out the client’s instructions, and any of the heirs and legal successors of the above natural and legal persons. In Articles 5 and 6 below, “Leijnse Artz” shall also be understood to mean the natural and legal persons referred to in the preceding sentence.
- These general terms and conditions shall also apply to any future instructions given to Leijnse Artz by the client.
Article 2 Instructions
- Any instructions accepted are solely accepted by Leijnse Artz. Instructions shall be carried out by Leijnse Artz, even if they are intended to be carried out by one or more specific persons. The applicability of Articles 7:404 and 7:407, second paragraph, of the Dutch Civil Code is hereby excluded.
- In carrying out the client’s instructions, Leijnse Artz shall be entitled to engage the services of any third parties on behalf of the client, and to accept any general terms and conditions and limitations of liability of such third parties.
- Instructions shall be carried out exclusively for the benefit of the client. No third party shall have any rights of action or other powers based on any facts that are in any way related to the activities performed in con-nection with the client's instructions, any refusal of Leijnse Artz to perform such activities or any refusal of Leijnse Artz to accept instructions.
Article 3 Rates, payment, costs
- When giving an instruction, the client shall be deemed to be familiar with the rates of Leijnse Artz. Unless otherwise specified in writing, the rates of Leijnse Artz do not include VAT or disbursements (such as court fees, travel and lodging expenses, and costs of third parties). Payment has to be made within fourteen days of the invoicing date.
- In the event that an invoice has not been paid in a timely manner, the client shall owe interest to Leijnse Artz. The interest shall amount to either ten percent of the outstanding amount (including any extrajudicial costs as mentioned in Article 3.3) per annum, or the percentage of the applicable statutory interest if the latter exceeds ten percent per annum. In calculating the interest due, any part of a month shall be treated as a full month.
- In the event that an invoice has not been paid in a timely manner, the client shall also owe extrajudicial costs to Leijnse Artz, with due regard to the provisions set out in Articles 3.4 and 3.5 of these general terms and conditions, Article 6:96 of the Dutch Civil Code, and the Compensation for Extrajudicial Recovery Costs Decree of 27 March 2012 (“Besluit vergoeding voor buitengerechtelijke incassokosten”, Bulletin of Acts and Decrees 2012, 141).
- If the client is a natural person who is acting for purposes which are outside his trade, business, craft or profession (“consumer”), extrajudicial costs shall be due only if the client is in default and has been provided with a written demand to pay the principal amount outstanding within two weeks. Such costs will be calculated on the basis of the outstanding amount, according to the following graduated scale: fifteen percent of the first € 2,500; ten percent of the amount in excess of € 2,500 but not exceeding € 5,000; five percent of the amount in excess of € 5,000 but not exceeding € 10,000; one percent of the amount in excess of € 10,000 but not exceeding € 100,000; 0.5 percent of any amount in excess of € 100,000. The minimum amount of extrajudicial costs is € 40; the maximum amount is € 6,775.
- In all cases other than those referred to in Article 3.4, extrajudicial costs shall be calculated on the basis of the outstanding amount, according to the following graduated scale: fifteen percent of the first € 5,000; ten percent of the amount in excess of € 5,000 but not exceeding € 25,000; five percent of the amount in excess of € 25,000 but not exceeding € 50,000; one percent of the amount in excess of € 50,000 but not exceeding € 100,000; 0.5 percent of any amount in excess of € 100,000. The minimum amount of extrajudicial costs is € 150; the maximum amount is € 6,775.
- If a court decides in favour of Leijnse Artz, all costs incurred by Leijnse Artz in connection with such legal proceedings shall also be payable by the client.
- Leijnse Artz’s rights to payment of the costs as set out in the five paragraphs above shall lapse only if and in so far as Leijnse Artz has waived those rights explicitly in writing.
Article 4 Identity, unusual transactions
- Under certain circumstances, Leijnse Artz is legally obliged to report unusual transactions to the competent authorities. By instructing Leijnse Artz, the client confirms to be aware of this obligation and, where required, to give Leijnse Artz permission to do so.
Article 5 Liability
- Any and all liability of Leijnse Artz shall be limited to the amount paid out, if any, under Leijnse Artz’s pro-fessional liability insurance or general liability insurance in the matter concerned, to be increased by Leijnse Artz’s excess under the applicable insurances. If, for whatever reason, no monies are paid out under either of the abovementioned insurances, any and all liability of Leijnse Artz shall be limited to five times the amount of the fees (excluding VAT) invoiced for carrying out the instructions, however up to a total amount of € 250,000.
- Leijnse Artz shall not be liable for any acts or omissions of third parties whose services are engaged by Leijnse Artz. To the extent that Leijnse Artz is entitled to claim from such third party any damages incurred by the client as a result of any acts or omissions by this third party, Leijnse Artz shall, at its own choice, either claim such damages on behalf of and at the expense of the client, or assign such entitlement to the client, if such assignment is legally permissible.
- The client shall indemnify Leijnse Artz and shall hold Leijnse Artz harmless against any thirdparty claims that are in any way related to the activities performed in connection with the instruction from the client, any refusal of Leijnse Artz to perform such activities, or any refusal of Leijnse Artz to accept instructions, except where the liability arises from wilful misconduct or gross negligence. This indemnification shall also cover any costs to be incurred by Leijnse Artz in its defence against a thirdparty claim.
- All rights of action and other powers of the client with respect to Leijnse Artz shall lapse after one year, or after a shorter period as provided by law. The limitation period or expiry period, as the case may be, will start on the day after the day on which the client is, or could reasonably be, aware of the existence of its claim.
Article 6 Miscellaneous
- All legal relationships between the client and Leijnse Artz shall be governed by and construed in accord-ance with the laws of the Netherlands.
- Any disputes between Leijnse Artz and a client shall be submitted exclusively to the District Court of Rotterdam.
- These general terms and conditions are drawn up in Dutch and in English. In the case of any differences of interpretation, the Dutch version shall prevail.
These general terms and conditions are applicable as from 1 January 2014.