Terms and conditions
BLAUW TEKSTRA UDING N.V.
Blauw Tekstra Uding N.V. (“BTU”) is a company limited by shares (naamloze vennootschap) incorporated under the laws of The Netherlands with registered office in Amsterdam. BTU’s object is the practice of law as attorneys-at-law, assisted by persons engaged by it in connection with the performance of client’s assignments.
These General Conditions apply to all work performed or to be performed by or on behalf of BTU and to all legal relations of BTU with third parties.
All client’s assignments, including assignments that have been given at the same time by two or more client(s) (“Client[s]”) are considered by BTU, and shall exclusively be accepted as assigned to BTU, even in the event that it is the explicit or implicit intent that the assignment be performed by a specific person. The articles 7:404 and 7:407 subsection 2 of the Dutch Civil Code shall not apply.
In exercising its assignment, BTU is authorized to instruct any third parties (such as accountants, lawyers in other countries, bailiffs and notaries public) and BTU has the right to accept, on behalf of the Client, any limitation of liability stipulated by any such third party. BTU shall not be liable for any failure or default by any such third party in the performance of its services.
BTU is insured in accordance with the “Ordinance on the Professional Liability” of the Dutch Bar Association. Any and all liabilities shall be limited to the amount which will be paid in the particular case under the professional liability insurance taken out by BTU, increased by the amount which BTU has to bear as its own risk in the particular case pursuant to the terms of such insurance.
If, for whatever reason, there will be no insurance payment, BTU’s liability for any and all damages, including explicitly also consequential damages, will be limited to the amount invoiced by BTU to the Client as a result of the assignment, however to a maximum amount of thirty five thousand euro (€ 35.000,--).
The Client shall pay to BTU, a fee which is calculated based on the number of hours worked multiplied by the applicable hourly rates, as such rates will be determined by BTU from time to time. In addition to the fee the Client shall be obliged to pay to BTU the out of pocket expenses paid by BTU on behalf of the Client and a compensation for regular office costs (such as telephone, telefax, postage and photocopying costs) determined at a percentage of the fee. All amounts due shall be increased by the turnover tax due thereon at the rate prevailing from time to time, as far as turnover tax is actually due.
The invoices of BTU must be paid within fourteen (14) days from the invoice date. If an invoice is not paid in time, BTU has the right to charge interest on the unpaid amount at a statutory rate
from the fifteenth (15th) day following the invoice date. If the invoice, despite repeated request, remains unpaid, BTU is entitled to suspend or terminate its work under the assignment, after informing the Client of its decision in writing. BTU can not be held liable for damages resulting from such suspension or termination of the work under the assignment following the non-payment or untimely payment of the invoice(s).
VIIIThe legal relation between BTU and the Client or other third parties shall be governed by and shall be construed in accordance with Dutch law.
All disputes arising from or in connection with: i) the work performed by or on behalf of BTU or commissioned to BTU and/or: ii) the legal relation of BTU with the Client or other third party, shall me submitted to the exclusive jurisdiction of and shall - in first instance- be exclusively decided by the Competent Court in Amsterdam.
The terms and conditions contained in these General Conditions have also been made and stipulated for and in favour of the (former) directors (bestuurders) and shareholders of BTU and all persons who work or have worked for BTU in any capacity whatsoever.
These General Conditions have also been drawn up in the Dutch language. In case of a difference or discrepancy between the Dutch text and the English text of the General Conditions, the General Conditions drawn up in the Dutch language shall prevail.
Amsterdam, April 18, 2007
These General Conditions were filed at the Registry of the Court in Amsterdam under number 75 / 2007