General conditions of Plus Oltre Advies B.V.,
operating under the trading name of TF&A Advies.
Art.1: Definitions.
In the present general conditions the following terms
are used.
Client: The party with
which Plus Oltre Advies B.V. enters into an agreement of
assignment.
Executing entity: Plus Oltre Advies
B.V., established in Haarlem, operating under the
trading name of TF&A Advies.
Agreement of assignment: The agreement between Plus
Oltre Advies B.V. and the Client for the former to
render (tax) consultancy activities to the latter and to
carry out all subsequent activities and/or agreements
resulting from/or in conjunction with it.
Art.2: Application.
The present general conditions are part of all
agreements of assignment between the Client and the
Executing entity, as defined in par 1.3, and of all
offers and proposals by Plus Oltre Advies B.V. to the
Client.
Differing conditions will only apply if and in so far as
they are explicitly confirmed in writing by Plus Oltre
Advies B.V. to the Client.
If any stipulation of the present general conditions or
of the agreement of assignment would prove to be null
and void or will be declared null and void, the
agreement remains fully applicable and the general
conditions remain fully applicable for the remainder of
the conditions as far as possible. In that case the
parties will enter into negotiations to agree upon new
conditions replacing the null and void conditions
whereby the purpose and the meaning of the original
conditions shall be heeded as far as possible.
Art.3: Execution of the assignment
Plus Oltre Advies B.V. determines the way the assignment
is carried out, in compliance with the wishes of the
Client, as far as possible. It will carry out the
assignment independently to the best of its ability,
exercising due professional care, within the agreed
periods which will only be regarded as deadlines if this
has been agreed in writing or if this results from the
actual situation or the applicable legal terms.
The activities are restricted to making an effort, Plus
Oltre Advies B.V. cannot guarantee that any intended
result will be achieved.
Art.4: Information.
Plus Oltre Advies B.V. will only be able to carry out
the assignment agreed upon on the base of written and/or
oral information provided by or on behalf of the Client.
The Client is responsible for the accuracy and the
completeness of the information provided by him or on
behalf of him. Plus Oltre Advies B.V. can ask the Client
to provide the documents and information necessary for
the execution of the assignment in accordance with the
requirements of Plus Oltre Advies B.V. If the
information asked for by Plus Oltre Advies B.V. has not
been provided in due time by or on behalf of the Client,
this can not be held against Plus Oltre Advies B.V. in
any case. In case facts and/or circumstances have been
changed or if it is to be expected that they will
change, the Client will inform Plus Oltre Advies B.V.
thereof immediately.
Art.5: Fee, invoicing and payment.
The client is indebted to pay a fee to Plus Oltre Advies
B.V. in accordance with the usual rate of Plus Oltre
Advies B.V., unless agreed otherwise. The costs incurred
while executing the assignment will be reimbursed by the
Client. Plus Oltre Advies B.V. is entitled to charge
advances.
The fee will be invoiced periodically to the Client by
Plus Oltre Advies B.V. in the legally required way.
Payments must be made without any deduction, discount or
set-off by the method mentioned on the invoice, within
14 days from the date of invoice.
In case of negligent payment and in case the Client
remains negligent after a reminder, Plus Oltre Advies
B.V. is entitled to charge the statutory interest and to
send the claim to a debt collector or lawyer for
collection. All costs involved will be at the expense of
the client.
Art.6: Liability.
Plus Oltre Advies B.V. is liable vis-à-vis the Client
assuming it fails in the execution of the agreed
assignment and in so far that the shortcoming consists
of failure to comply with the expertise the Client could
have relied on at the moment of entering into the
agreement.
Plus Oltre Advies B.V. is not liable vis-à-vis the
Client for damage to the detriment of the Client and/ or
third parties which results from the providing of
incomplete or incorrect information by the Client to
Plus Oltre Advies B.V. or which is caused by any action
or negligence of the Client.
The exclusion mentioned in the first sentence of this
article is not applicable in so far that the shortcoming
in the execution of the assignment agreed upon is due to
intentional act or gross negligence on the part of Plus
Oltre Advies B.V..
The liability of Plus Oltre Advies B.V. for a
shortcoming in the execution of the assignment agreed
upon and for a wrongful act is limited to the
compensation of the direct damage relating to the
shortcoming resp. the wrongful act. The maximum
compensation shall not exceed the lowest amount of the
two following quantities: either three times the amount
of the fee billed by Plus Oltre Advies B.V. (exclusive
of VAT) stipulated in the agreement for the execution of
the work, -during which the damage occurred-, or the
amount of € 200.000,-.
In order to establish any case for damages the client
must inform Plus Oltre Advies B.V. at the very latest
within 12 months after the Client has discovered the
damage resp. could have discovered the damage, under
penalty of forfeiture of the right to a damage claim.
Art.7: Applicable law.
Dutch law shall exclusively apply to each and every
agreement between Client and Plus Oltre Advies B.V.
Disputes concerning the agreements between the Client
and Plus Oltre Advies B.V. will be submitted to the
competent court in accordance with the rules of Dutch
law, unless the parties both opt for an alternative way
of dispute settlement.
Art. 8: Different languages
When a conflict in interpretation arises between the
Dutch and English texts of these General Conditions, the
Dutch text will prevail.
Haarlem, January
2005.
