GENERAL CONDITIONS Stibbe N.V.

GENERAL CONDITIONS
Stibbe N.V.
1. Stibbe N.V. is a public limited liability company
organised and existing under Dutch law, its object
being the practice of law (‘advocatuur’) and Dutch
civil law notary functions (‘notariaat’).
2. All instructions from clients are solely accepted and
carried out by Stibbe N.V., even if it is the client’s
express or implied intention that an instruction will
be carried out by one or more specific persons
associated with Stibbe N.V. Articles 7:404 and
7:407 paragraph 2 of the Dutch Civil Code are
hereby excluded. In these general conditions
‘persons associated with Stibbe N.V.’ means every
current or former, direct or indirect subordinate
(‘ondergeschikte’), (seconded) employee, adviser,
managing director, shareholder and/or partner of
Stibbe N.V.
3. Stibbe N.V. is part of an international network of
Stibbe offices in Amsterdam, Brussels, Dubai,
Hong Kong, London, Luxembourg and New York,
each practising as independent legal entities or
partnerships. If legal services will be rendered by
Stibbe Brussels, Dubai, Hong Kong, London or
Luxembourg, these services are provided pursuant
to a direct legal relationship with you to which the
respective general conditions of these entities
apply. These general conditions include limitations
of liability and are available on
www.stibbe.com/generalconditions. The legal
relationship with Stibbe Dubai and London is
governed exclusively by Dutch law, with Stibbe
Brussels and Hong Kong by Belgian law and with
Stibbe Luxembourg by Luxembourg law. The legal
relationship with Stibbe New York is also governed
by Dutch law. Stibbe N.V. will – and can be
exclusively deemed to – advise on matters of Dutch
law only, which includes EU law.
4. Except to the extent that liability cannot be limited,
any and all liability of Stibbe N.V. is limited to the
amount paid out, if any, under Stibbe N.V.’s
applicable liability insurance policy in the matter
concerned. In the event and to the extent that no
monies are paid out under the relevant insurance
for whatever reason, any and all liability of
Stibbe N.V. shall be limited to an amount of
EUR 500,000 or, if the total fees charged by
Stibbe N.V. in the matter concerned are higher,
limited to the amount of such fees up to a maximum
of EUR 1,000,000. In any event, a claim will be
unenforceable unless Stibbe N.V. receives written
notice thereof no later than one year after the
discovery of an event or circumstance that gives or
may give rise to that claim.
5. Stibbe N.V. may engage third parties in connection
with the instruction from the client and shall exercise
the necessary due care in its selection of third
parties. Stibbe N.V. is not liable for any acts and/or
omissions of third parties. The client hereby
authorises Stibbe N.V. to accept any limitations of
liability of third parties on its behalf. Stibbe N.V.
excludes – also for the benefit of Stichting
Derdengelden Stibbe Advocaten (Foundation
Clients’ Funds Stibbe Lawyers) - any and all liability
that is in any way connected with the insolvency of
or any other default of any bank, financial institution
or other third party.
6. Without prejudice to the provisions in article 2
above, these general conditions apply not only to
Stibbe N.V., but also to all persons involved in
carrying out the instruction from the client and/or
who are or may in any way be liable in connection
therewith, including persons associated with
Stibbe N.V. and other Stibbe offices (to the extent
that no separate agreements or (general) conditions
apply) or their respective legal successors. The
client indemnifies Stibbe N.V. against all third party
claims that arise from or are in any way connected
to the instruction from the client and/or the services
performed for the client. This indemnification
includes the costs of legal assistance.
7. Unless otherwise agreed, our fees shall be
calculated on the basis of the number of hours
worked multiplied by the relevant hourly rates as
established annually by Stibbe N.V.
8. Costs paid for by Stibbe N.V. on behalf of the client
shall be charged separately. An amount equal to a
percentage of the professional fees shall be
charged to cover reasonable general office costs
(e.g. postage, phone, fax, photocopying).
9. All amounts are exclusive of VAT and exclusive of
any other tax, surcharge or similar increase that a
client, payer or Stibbe N.V. is obliged to pay under
applicable laws or regulations or that Stibbe N.V. is
obliged to charge. The services rendered shall in
principle be charged to the client on a monthly
basis, subject to payment within 14 days of the date
of the invoice.
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10. These general conditions apply to every instruction
accepted by Stibbe N.V., including any follow-up
instructions and further client assignments. The
Dutch text of these general conditions shall prevail
in the event of any differences between the English
text and the Dutch text. These general conditions
have been deposited at the Court Registry of the
Amsterdam District Court under number 44/2014,
and are also available at the Stibbe website:
www.stibbe.com/generalconditions. Stibbe N.V. is
registered in the Trade Register of the Dutch
Chamber of Commerce under number 34198700.
The client’s general conditions, if any, do not apply
and are hereby expressly rejected.
11. Our Dutch civil law notary services are subject to
the notarial complaints and dispute regulation
(www.knb.nl) to the extent that any dispute falls
within the scope of this regulation.
12. The legal relationship between the client and
Stibbe N.V. is exclusively governed by Dutch law
with the exception of rules of international private
law. Any disputes shall be exclusively decided by
the competent court in Amsterdam, the
Netherlands, without prejudice to the right to appeal.
For more information about us and our services, we refer to our website:
www.stibbe.com/importantinformation
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