General Conditions Leijnse Artz
Article 1 Introduction
[1] Leijnse Artz is a partnership (in Dutch: “maatschap”) under Dutch civil law consisting of private companies with limited liability (in Dutch: “besloten vennootschappen met beperkte aansprakelijkheid”). It has its office in Rotterdam and is registered with the Trade Register of the Chamber of Commerce under number 24452780. A list of partners will be provided upon request.
[2] These general conditions are stipulated for the benefit of Leijnse Artz as well as for the benefits of its partners, its former partners, its partners’ and former partners’ holding companies, its partners’ and former partners’ managing directors (in Dutch: “bestuurders”), the managing directors of its partners’ and former partners’ holding companies, its employees, its former employees, the foundation Stichting Beheer Derdengelden Leijnse Artz and its managing directors and former managing directors, any third parties whose services are engaged by Leijnse Artz in carrying out the client’s instruction and all heirs and legal successors of the above persons and legal entities.
[3] These general conditions shall also be applicable to any future instruction from the client.
Article 2 Instructions
[1] Instructions accepted by any person or legal entity mentioned in Article 1.2 will be deemed to be accepted by Leijnse Artz only. Instructions will be carried out by Leijnse Artz, also in the event that instructions will be given with a view to a specific person or specific persons. The applicability of sections 7:404 and 7:407, second paragraph, of the Dutch Civil Code is hereby excluded.
[2] In acting upon instructions, Leijnse Artz may not only call upon the assistance of its partners and its employees, but is also entitled to engage the services of third parties on behalf of the client. On behalf of the client Leijnse Artz is also entitled to accept all general conditions and liability restrictions of third parties it engages.
[3] Instructions will be exclusively carried out on behalf of the client. No other party will have any rights of action and other powers which relate to the activities performed for the client, the refusal of Leijnse Artz to perform such activities or the refusal of Leijnse Artz to accept instructions.
Article 3 Billing rates, payment, costs
[1] In giving its instructions, the client is deemed to be familiar with the billing rates of Leijnse Artz. Unless otherwise specified, the billing rates of Leijnse Artz do not include VAT, disbursements (such as court fees, travel and lodging expenses, costs of third parties) and a 6% taxable increase to cover office and administration costs. Payment has to have taken place within fourteen days after the date of the bill.
[2] If payment has not taken place timely, the client shall owe interest to Leijnse Artz. That interest is an annual amount of ten percent of the outstanding amount, or the percentage of the (applicable) legal interest if the latter exceeds ten percent. In calculating the interest due, any part of the month shall be reckoned to be a full month.
[3] If payment has not taken place timely, the client shall also owe extra-judicial costs with a minimum of € 75. Those costs will be calculated on the basis of the outstanding amount for every year according to the following table: ten percent of the first € 3,000; eight percent of the amount in excess of € 3,000 but not exceeding € 6,000; six percent of the amount in excess of € 6,000 but not exceeding € 15,000; four percent of the of the amount in excess of € 15,000 but not exceeding € 60,000; two percent of any and all amounts in excess of € 60,000. If the extra-judicial costs that have actually been incurred exceed the costs that can be inferred from the above calculation, the cost that have actually been incurred shall be due.
[4] If the court decides in favour of Leijnse Artz, all costs incurred by Leijnse Artz in connection with the proceedings shall also be for the account of the client.
[5] Leijnse Artz’s rights to payment of the costs as set out in the preceding three paragraphs above will only lapse if and in so far as Leijnse Artz has waived those rights explicitly in writing.
Article 4 Liability
[1] The total collective liability of Leijnse Artz and the persons and legal entities mentioned in Article 1.2 shall in all circumstances be limited to the amount to which a claim shall be awarded under Leijnse Artz’s professional liability insurance and its general liability insurance in the matter concerned, to be increased by the franchise amount which must be borne by Leijnse Artz under the applicable insurances.
[2] Leijnse Artz shall not be liable for any actions or failures to act of a third party whose services are engaged by Leijnse Artz in carrying out the client’s instruction. If and to the extent the damages arising therefrom can be recovered from that third party, Leijnse Artz shall, at its own choice, either recover the damages on behalf of and for the account of the client or transfer its rights of action and other powers to the client, if such transfer is possible under the applicable laws.
[3] The client shall indemnify Leijnse Artz and the persons and legal entities mentioned in Article 1.2 and shall hold them harmless against all claims of third parties, including all costs of Leijnse Artz and the above persons and legal entities in connection therewith, which relate in any way to the activities performed in connection with the instruction, the refusal of Leijnse Artz to perform such activities or the refusal of Leijnse Artz to accept the instruction, except in the event of wilful misconduct or gross negligence on the part of Leijnse Artz or the above persons and legal entities.
[4] All rights of action and other powers of the client vis-à-vis Leijnse Artz and/or the persons and legal entities mentioned in Article 1.2 shall lapse after one year or after the period mentioned in the applicable laws, whichever occurs first. The period of limitation will start on the day after the day on which the above rights and other powers come into existence and the client is aware or could reasonably be aware of the existence of these rights and powers.
Article 5 Miscellaneous
[1] All legal relationships between the client on the one hand and Leijnse Artz and/or the persons and/or legal entities mentioned in Article 1.2 on the other shall be governed by and construed in accordance with the laws of The Netherlands. Disputes shall be submitted exclusively to a Dutch Court. If Leijnse Artz and/or the persons and/or legal entities mentioned above have a claim on the client, disputes shall be submitted to the competent Court of Rotterdam or the competent Court of the Canton or District in which the client has its official residence or its registered office, at the option of the claiming party.
[2] These general conditions are drawn up in both Dutch and English. In the case of difference of interpretation, the Dutch version shall prevail.
These general conditions are applicable as from January 1, 2011.