HUSTINX & CO’S GENERAL CONDITIONS

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1. Hustinx & Co B.V. (“Hustinx & Co”) is a private limited liability company organised and existing under Dutch law and established in Amsterdam.

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2. Requests for services are deemed to have been directed to and carried out by Hustinx & Co only and not directed to and/or carried out any individual person associated with Hustinx & Co, even if it is the client’s express or implied intention that services will be carried out by one or more specific persons associated with Hustinx & Co. The application of sections 7:404 and 7:407(2) Dutch Civil Code is excluded. In these general conditions “persons associated Hustinx & Co” includes every current or former, direct or indirect subordinate or non-subordinate (ondergeschikte or niet-ondergeschikte), (seconded) employee, adviser, managing director, shareholder and/or partner of Hustinx & Co. The term “person” includes natural and legal persons.

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3. Except to the extent that liability cannot be limited, all liability of Hustinx & Co, persons associated Hustinx & Co and all persons involved in carrying out services and/or who are or may be liable in any way in connection therewith will be limited to the amount that is paid out in that specific matter under the applicable liability insurance policy, increased by the applicable deductible (eigen risico). In any event, a claim against a person referred to in this article will expire unless Hustinx & Co receives written notice thereof no later than one year after the date on which the client became aware of the event or circumstance that gives or may give rise to that claim.

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4. If Hustinx & Co is liable for damage to persons or property, that liability will be limited to the amount paid out, if any, under the applicable general liability insurance policy in a matter concerned, plus the applicable deductible (eigen risico).

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5. If, for whatever reason, the abovementioned insurance policies do not provide cover, the liability of Hustinx & Co is limited to the fees paid by the client with respect to the matter in question.

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6. If Hustinx & Co involves a person not associated with Hustinx & Co in connection with its services for a client, Hustinx & Co will not be liable to the client for any error or omission (fout) made by that person. By requesting Hustinx & Co to provide services, the client authorises Hustinx & Co to accept any limitation of liability stipulated by that person on behalf of the client. Hustinx & Co excludes all liability that is in any way connected with the insolvency or any other default of a third party.

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7. Without prejudice to the provisions in article 2, these general conditions may not only be relied on by Hustinx & Co, but also by persons involved in performing services to a client and/or who are or may be liable in any way in connection therewith, including any persons associated or formerly associated with Hustinx & Co, and their respective legal successors. The client shall indemnify Hustinx & Co and all persons mentioned in the previous sentence against all third party claims that arise from or are in any way related to the instruction from the client or the services performed for the client. This indemnification includes the costs of legal assistance. The provisions in these general conditions which purport to create rights for third parties referred to in the first sentence of this article serve as irrevocable third party stipulations without any consideration as referred to in Section 6:253(4) Dutch Civil Code.

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8. Unless specifically otherwise agreed, Hustinx & Co’s fees are calculated on the basis of the number of hours worked on a matter multiplied by the relevant hourly rates as established by Hustinx & Co for the matter.

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9. Any out-of-pocket expenses (such as travel, lodging, fees of foreign legal advisors, court costs, courier costs, expert charges, etc.) will be added to the statement of fees at cost to Hustinx & Co and itemised separately. From time to time, we may ask the client to settle vendors’ invoices directly. Unless otherwise agreed, an amount equal to a percentage of the professional fees shall be charged to cover general office costs (e.g. phone, postage, etc.).

 

 

10. VAT will be added to the invoiced amount, except if: (a) the client is domiciled in another member state of the European Union, is an entrepreneur for VAT purposes and has provided Hustinx & Co with a valid VAT identification number; or (b) the client is domiciled outside the European Union.

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11. Unless specifically otherwise agreed, a statement of fees is to be paid in full within thirty days after the date it is sent to the client. Should the client disagree with the statement of fees, Hustinx & Co must receive notice of disagreement within fourteen days following receipt of the statement. In the event that a statement is not paid in full within sixty days, Hustinx & Co retains the option to withdraw from the engagement.

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12. All services provided by our attorneys (advocaten) are subject to Hustinx & Co’s Complaint Procedure. Hustinx & Co’s Complaint Procedure is available on www.hustinx co.com/importantinformation.

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13. Under applicable legislation - including the Dutch Act on the Prevention of Money Laundering and Terrorist Financing - Hustinx & Co is obliged to verify the identity of its clients and report unusual transactions to the authorities in certain circumstances. Clients consent thereto.

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14. These general conditions apply to all services that Hustinx & Co has been requested to provide (opdrachten), including any follow-up instructions and further assignments from clients. These general conditions are available on www.hustinxco.com/generalconditions. General conditions of our clients or any third party, if any, do not apply and are expressly rejected.

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15. The legal relationship between Hustinx & Co and its clients is exclusively governed by Dutch law, with the exception of rules of international private law which may lead to the applicability of the laws from other jurisdictions. Any disputes between Hustinx & Co and a client will be exclusively resolved by the competent court in Amsterdam, the Netherlands.

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