General Terms & Conditions
Version: 17 January 2011
The limited liability real estate company Cresco Vastgoed B.V. (hereinafter “Cresco Vastgoed”) is listed in the Chamber of Commerce and Industry, number 17182141.
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Content:
1. General
1.1 These General Terms and Conditions apply to all legal relations which arise between Cresco Vastgoed and the Client. Variations to these General Terms and Conditions are only valid if they are explicitly agreed in writing.
2. Assignment
2.1 The assignment takes effect as soon as the Client has received the ‘Assignment confirmation’ document or if Cresco Vastgoed has started the assignment (referred to in the relevant ‘Assignment specification’ document). For subsequent assignments the assignment is extended as soon as the Client has received the ‘Assignment specification’ document or if Cresco Vastgoed has started the assignment (referred to in the relevant ‘Assignment specification’ document).
2.2 The assignment is entered into for an unlimited duration unless, for a part of the assignment, there is a written agreement to the contrary in the form of the ‘Assignment specification’ document.
2.3 The assignment is concluded through the completion of the work as specified in the applicable ‘Assignment specification’ document(s) or through cancellation. An assignment is regarded as complete (i) if the advice of Cresco Vastgoed is made available and/or (ii) if the assignment involves supervising the establishment of an agreement between the Client and a third party, if such an agreement is concluded, irrespective of any terms of rescission and/or suspension which are set down therein.
3. Implementation assignment
3.1 Cresco Vastgoed will carry out its work to the best of its knowledge and ability and thereby take all the necessary care which can and must be expected.
3.2 The assignment(s) is (are) carried out exclusively for the benefit of the Client. Third parties cannot extract any rights or liabilities from the completed work.
3.3 Cresco Vastgoed can involve third parties as the need arises, after consultation with the Client. Cresco Vastgoed is not liable for shortcomings on the part of these third parties, but, at the Client’s request, will, if it should prove necessary, yield its claim against the third party concerned on the basis of the shortcoming.
4. The Client's obligations
4.1 The Client shall act as a good and conscientious client.
4.2 The Client is responsible for both the temporary issue and accuracy of the information supplied to Cresco Vastgoed by or on behalf of the Client, and details and decisions which are necessary in order to complete the assignment properly. Since Cresco Vastgoed may count on the accuracy of the supplied information, details, and decisions from the Client, and does count on them, Cresco Vastgoed is not obliged to verify the accuracy of this information and is not liable for any kind of damage whatsoever which may occur because Cresco Vastgoed has assumed that this information was accurate.
4.3 The Client protects Cresco Vastgoed against claims from third parties, which claim to have suffered losses related to the assignment for the project in question, as the case may be.
4.4 The Client is obliged to inform Cresco Vastgoed in writing as soon as possible (at all events within two months at the latest), if it has noticed a genuine shortcoming or fault in the work carried out by Cresco Vastgoed or the advice supplied by Cresco Vastgoed or something which Cresco Vastgoed must have been aware of, but in the absence of this evidence any legal claim will expire.
4.2 The Client is responsible for both the temporary issue and accuracy of the information supplied to Cresco Vastgoed by or on behalf of the Client, and details and decisions which are necessary in order to complete the assignment properly. Since Cresco Vastgoed may count on the accuracy of the supplied information, details, and decisions from the Client, and does count on them, Cresco Vastgoed is not obliged to verify the accuracy of this information and is not liable for any kind of damage whatsoever which may occur because Cresco Vastgoed has assumed that this information was accurate.
4.3 The Client protects Cresco Vastgoed against claims from third parties, which claim to have suffered losses related to the assignment for the project in question, as the case may be.
4.4 The Client is obliged to inform Cresco Vastgoed in writing as soon as possible (at all events within two months at the latest), if it has noticed a genuine shortcoming or fault in the work carried out by Cresco Vastgoed or the advice supplied by Cresco Vastgoed or something which Cresco Vastgoed must have been aware of, but in the absence of this evidence any legal claim will expire.
5. Confidentiality
5.1 Unless prior written consent is granted, the parties shall, in so far as it is legally and professionally permitted, treat information as confidential, which they know to be of a confidential nature or which they could reasonably be expected to know. If the Client and Cresco Vastgoed have concluded a confidentiality agreement, all that is stipulated therein shall apply in full.
6. Remuneration
6.1 The remuneration to Cresco Vastgoed is not dependent on the result of the entrusted assignment.
6.2 The remuneration to be paid to Cresco Vastgoed follows from the ‘Cresco Vastgoed rates’ document, unless there is a clear and explicit deviation from this document (in one or more parts) in the ‘Assignment specification’ document; what is stipulated in that document takes priority (if there is any hint of a discrepancy). The remuneration owed to Cresco Vastgoed provides only for advice and includes internal office and reproduction costs of the documents reproduced by Cresco Vastgoed.
6.3 The remuneration never includes any necessary external costs such as, for example, the involvement of tax specialists or architectural or technical advisers, legal/notary costs, producing measuring certificates, environmental and technical reports, and other (similar) external costs and research related to the assignment. Price quotations for such costs and research will be submitted to the Client for approval first before assignments are issued to third parties. In so far as invoices from these external parties are to be issued via Cresco Vastgoed, Cresco Vastgoed does not accept any responsibility whatsoever for the work in question (Cresco Vastgoed acts in such cases only as the ‘intermediary’).
6.4 If Cresco Vastgoed and the Client have agreed on remuneration on the basis of an hourly rate/subsequent calculation, Cresco Vastgoed is legally entitled to index the agreed hourly rate, if the assignment takes more than one year from the date of the relevant ‘Assignment specification’. Indexing will be implemented in accordance with the Consumer Price Index (CPI) for all household goods (2006 = 100).
6.5 Invoices for the work are issued as follows, unless there is a clear and explicit deviation (in one or more parts) in the ‘Assignment specification’ forms; what is stipulated there takes priority:
+ for an hourly rate/subsequent calculation: depending on the work carried out, in principle at the end of each month;
+ for a set price: depending on the work carried out, according to an agreed timetable;
+ for agreed commission: for the purchase or sale of real estate, no later than the notarial transfer of the object in question; for the rent of real estate, no later than the conclusion of a rent contract (irrespective of any terms of suspension or rescission).
7.1 The client must complete the payment, after deduction, discount, postponement, or adjustment, within 30 days of the invoice date, unless a different payment deadline has been agreed in writing. In the event of late payment, the Client is in default at once and further notice of default is not required.
7.2 In the event of liquidation, bankruptcy, or suspension of payment on the part of the Client, the liabilities of the Client can be claimed immediately.
6.2 The remuneration to be paid to Cresco Vastgoed follows from the ‘Cresco Vastgoed rates’ document, unless there is a clear and explicit deviation from this document (in one or more parts) in the ‘Assignment specification’ document; what is stipulated in that document takes priority (if there is any hint of a discrepancy). The remuneration owed to Cresco Vastgoed provides only for advice and includes internal office and reproduction costs of the documents reproduced by Cresco Vastgoed.
6.3 The remuneration never includes any necessary external costs such as, for example, the involvement of tax specialists or architectural or technical advisers, legal/notary costs, producing measuring certificates, environmental and technical reports, and other (similar) external costs and research related to the assignment. Price quotations for such costs and research will be submitted to the Client for approval first before assignments are issued to third parties. In so far as invoices from these external parties are to be issued via Cresco Vastgoed, Cresco Vastgoed does not accept any responsibility whatsoever for the work in question (Cresco Vastgoed acts in such cases only as the ‘intermediary’).
6.4 If Cresco Vastgoed and the Client have agreed on remuneration on the basis of an hourly rate/subsequent calculation, Cresco Vastgoed is legally entitled to index the agreed hourly rate, if the assignment takes more than one year from the date of the relevant ‘Assignment specification’. Indexing will be implemented in accordance with the Consumer Price Index (CPI) for all household goods (2006 = 100).
6.5 Invoices for the work are issued as follows, unless there is a clear and explicit deviation (in one or more parts) in the ‘Assignment specification’ forms; what is stipulated there takes priority:
+ for an hourly rate/subsequent calculation: depending on the work carried out, in principle at the end of each month;
+ for a set price: depending on the work carried out, according to an agreed timetable;
+ for agreed commission: for the purchase or sale of real estate, no later than the notarial transfer of the object in question; for the rent of real estate, no later than the conclusion of a rent contract (irrespective of any terms of suspension or rescission).
7. Payment
7.1 The client must complete the payment, after deduction, discount, postponement, or adjustment, within 30 days of the invoice date, unless a different payment deadline has been agreed in writing. In the event of late payment, the Client is in default at once and further notice of default is not required.
7.2 In the event of liquidation, bankruptcy, or suspension of payment on the part of the Client, the liabilities of the Client can be claimed immediately.
8. Liability
8.1 The liability of Cresco Vastgoed is limited at all times to the immediate loss suffered by the Client. Amongst other things, immediate loss does not include: trading loss, production loss, loss of turnover and profit, as well as a reduction in value. Similarly, immediate loss does not include any costs which would have been incurred without the shortcoming or fault.
8.2 The loss to be compensated by Cresco Vastgoed is also limited at all times to a sum equal to the amount which has been charged as remuneration to the Client and has actually been paid by the Client over the last six months in the case in question with regard to the relevant ‘Assignment specification’ document.
8.3 The loss to be compensated by Cresco Vastgoed is also limited to the sum which is paid out in the relevant case by its professional liability insurer.
8.4 For the application of what is stipulated in sections 8.1, 8.2, and 8.3, the limitation which works out as the lowest sum is the one which is binding.
8.5 Cresco Vastgoed is authorised to repair at its own expense shortcomings for which it is liable or to limit or raise the damage arising from those shortcomings.
8.6 If the Client has insured any risk related to the assignment, it is obliged to claim for any damage under this insurance and to protect Cresco Vastgoed against recovery by the insurer.
9. Expiry deadlines
9.1 The right to claim for a liable shortcoming expires after the passage of one year after written notice of default which outlines the reasons. The legal claim on the basis of a liable shortcoming also expires if it is put into operation more than two years after the day on which the assignment concluded or should have been regarded as concluded.
10. Rates
10.1 Cresco Vastgoed has the right to change the rates, fees, and travel cost reimbursements, as set down, for example, in the document ‘Cresco Vastgoed rates’. If the change involves an increase of more than 10%, or if an increase is implemented within three months of the establishment of the assignment, the Client has the right to a rescission. The right to a rescission expires on the 15th day after the invoice date of the first declaration which was sent after the increase.
11. Cancellation
11.1 Rescission is excluded, apart from the reasons for cancellation and rescission possibilities regulated in these General Terms and Conditions.
11.2 The assignment can be cancelled by the opposite party of (i) the party which is responsible for a fault or (ii) the party which is declared bankrupt or has postponed its payments.
11.3 Cresco Vastgoed is authorised to terminate an assignment at any time for reasons of its own without being obliged to compensate the Client for any costs and/or losses. In this situation, Cresco Vastgoed must observe a reasonable period of notice (maximum three months).
11.4 In the event of the assignment being terminated on the basis of what is stipulated in sections 11.2 and/or 11.3, the Client is always obliged to reimburse the costs actually generated by Cresco Vastgoed (with a maximum of any agreed set price) and any third parties actually engaged by Cresco Vastgoed up to that moment in time and work carried out. If the Client is legally entitled to cancel the agreement on the basis of what is stipulated in section 11.2, subsection i, any possible liability for Cresco Vastgoed is governed by what is stipulated in section 8.
11.5 The assignment is cancelled by written notification in which the reasons for the cancellation must be stated, as well as the date on which the cancellation takes effect.
12. Other stipulations
12.1 Cresco Vastgoed is legally entitled to transfer the assignment to another company, in which case it will inform the Client in writing. If the Client does not submit a written objection within 10 days, it is considered to have granted consent to the transfer. The Client has already consented to a possible transfer to a company associated with Cresco Vastgoed.
12.2 In the event of a discrepancy between what is stipulated in various documents, the order of priority is as follows (lower numeration precedes higher numeration): 1. What is stipulated in the ‘Assignment specification’ document. 2. What is stipulated in the ‘Assignment confirmation’ document. 3. What is stipulated in the ‘Cresco Vastgoed rates’ document. 4. What is stipulated in these General Terms and Conditions.
12.3 The Client agrees to allow Cresco Vastgoed to use its name and/or logo on its web site. Furthermore, the Client has already granted Cresco Vastgoed its consent to use its name and/or logo for marketing purposes for Cresco Vastgoed. Cresco Vastgoed will take account of the Client’s interests in this matter.
12.4 The assignment, as well as any arising subsequent assignments, is governed solely by Dutch law.
12.5 The parties will try first of all to solve any disputes by means of healthy consultation. If this fails to resolve the matter, the dispute will be adjudicated by the authorised judge in ’s-Hertogenbosch.
These general terms and conditions were deposited at the Chamber of Commerce and Industry, number 17182141.
The Dutch version of the Terms and Conditions of 17 January 2011 is binding at all times. The English version of these Terms and Conditions is intended to be merely a translation of the Dutch Terms and Conditions. Therefore, the English version has no legal status and no rights can be extracted from it.
11.1 Rescission is excluded, apart from the reasons for cancellation and rescission possibilities regulated in these General Terms and Conditions.
11.2 The assignment can be cancelled by the opposite party of (i) the party which is responsible for a fault or (ii) the party which is declared bankrupt or has postponed its payments.
11.3 Cresco Vastgoed is authorised to terminate an assignment at any time for reasons of its own without being obliged to compensate the Client for any costs and/or losses. In this situation, Cresco Vastgoed must observe a reasonable period of notice (maximum three months).
11.5 The assignment is cancelled by written notification in which the reasons for the cancellation must be stated, as well as the date on which the cancellation takes effect.
12. Other stipulations
12.1 Cresco Vastgoed is legally entitled to transfer the assignment to another company, in which case it will inform the Client in writing. If the Client does not submit a written objection within 10 days, it is considered to have granted consent to the transfer. The Client has already consented to a possible transfer to a company associated with Cresco Vastgoed.
12.2 In the event of a discrepancy between what is stipulated in various documents, the order of priority is as follows (lower numeration precedes higher numeration): 1. What is stipulated in the ‘Assignment specification’ document. 2. What is stipulated in the ‘Assignment confirmation’ document. 3. What is stipulated in the ‘Cresco Vastgoed rates’ document. 4. What is stipulated in these General Terms and Conditions.
12.3 The Client agrees to allow Cresco Vastgoed to use its name and/or logo on its web site. Furthermore, the Client has already granted Cresco Vastgoed its consent to use its name and/or logo for marketing purposes for Cresco Vastgoed. Cresco Vastgoed will take account of the Client’s interests in this matter.
12.4 The assignment, as well as any arising subsequent assignments, is governed solely by Dutch law.
12.5 The parties will try first of all to solve any disputes by means of healthy consultation. If this fails to resolve the matter, the dispute will be adjudicated by the authorised judge in ’s-Hertogenbosch.
These general terms and conditions were deposited at the Chamber of Commerce and Industry, number 17182141.
The Dutch version of the Terms and Conditions of 17 January 2011 is binding at all times. The English version of these Terms and Conditions is intended to be merely a translation of the Dutch Terms and Conditions. Therefore, the English version has no legal status and no rights can be extracted from it.
