General Terms and Conditions of B&O Partners B.V.
The General Terms & Conditions of B&O Partners B.V. are applicable to all legal
relationships between the client and the contractor, subject to amendments to
these terms and conditions, which must be explicitly confirmed in writing by both
parties. In the General Terms & Conditions of B&O Partners B.V. ‘client’ is taken to
mean: the party giving the instruction and ‘contractor’: B&O Partners B.V.
I General provisions
1. These General Terms and Conditions are applicable to services relating to
property. In so far as not stipulated otherwise, \u2018property\u2019 is taken to mean
immovable property and restricted rights therein.
2. Should an instruction be issued by more than one person or legal entity, each
of them will be jointly and severally liable for the sums payable to B&O
Partners B.V. by virtue of that instruction.
3. In the event of the death of the client, the instruction will end at such time as
B&O Partners B.V. receives notification of the death. The provisions of Article
II.20 apply by analogy.
4. Claims for fees due, disbursements and other costs incurred will be payable if
and when the instruction has been carried out or ends for another reason,
unless these terms and conditions stipulate otherwise or unless the client and
B&O Partners B.V. have agreed otherwise. The client and B&O Partners B.V.
may agree to payment in advance by the client. Disbursements and other
costs may be invoiced to the client through interim settlements.
5. An invoice sent to the client must be paid by the client within 14 days of the
invoice date or so much earlier or later as agreed by the parties in writing. If
the client fails to pay on time, the client will receive one more written request
for payment, following which the client will be in default without any further
demand for payment or notice of default by B&O Partners B.V. being
required. In case of default, the client will owe B&O Partners B.V. interest on
the total outstanding invoice amount, which interest rate will be equal to the
statutory interest rate applicable at that time (Section 120 of Book 6 of the
Dutch Civil Code). All judicial and extrajudicial collection charges will be
borne by the client and the amount of these charges will be at least 15% of
the outstanding amount per instruction.
6. B&O Partners B.V. will consult with the client as much as possible when
engaging third parties. B&O Partners B.V. will not be liable for any
shortcoming on the part of any third parties engaged, nor will B&O Partners
B.V. be liable if all or part of the instruction is carried out outside the
Netherlands by B&O Partners B.V. or by parties affiliated to B&O.
7. Any suggestions the client may have as to how B&O Partners B.V. can
improve its provision of services and any remarks the client may have
regarding the performance of all or part of the instruction to provide services
and\/or valuation by B&O Partners B.V. may be reported to the client\u2019s contact
person or to the manager under whose responsibility the instruction to
provide services and\/or valuation is carried out.
II Services relating to the conclusion of agreements
Instruction
1. \u2018Instruction\u2019 is taken to mean, in so far as not stated otherwise in this chapter,
an instruction to provide services relating to the conclusion of an agreement
concerning property and the provision of other advisory services.
2. B&O Partners B.V. will provide the client with information on the rights and
obligations arising from the instruction and the usual procedures with
transactions\/advice concerning property.
3. Unless agreed otherwise, the client will have the following services at his\/its
disposal under the terms of his\/its instruction:
\u2022 discussion of and advice concerning the options for concluding the
intended agreement;
\u2022 an estimate of the value(s) of the property concerned;
\u2022 attention to legal, tax, architectural and other important aspects;
\u2022 advice on and the conducting of negotiations;
\u2022 assistance in concluding the transaction.
4. B&O Partners B.V. will not accept an instruction concerning a property for
which it has already received an instruction from another client. As soon as a
current instruction results in B&O Partners B.V. providing a service to that
client concerning property in respect of which it should at the same time
provide a service to another client under the terms of another current
instruction, while the provision of the service to one client is in conflict with
the interests of the other client, B&O Partners B.V. will consult each of these
clients. The clients will be free to decide, in consultation with B&O Partners
B.V., for which client B&O Partners B.V. will continue to act in respect of the
transaction concerned and to which client B&O Partners B.V. will return the
instruction given it for that transaction. Should the clients be unable to make
a choice in this matter, B&O Partners B.V. will be authorized to decide.
5. The instruction as such does not constitute an authorization to B&O Partners
B.V. to conclude agreements on behalf of the client. However, authorization
may be attached to the instruction or may be granted at a later date.
6. The client will refrain from activities that may impede B&O Partners B.V. in
fulfilling its instruction or could interfere with its activities. The client will not
make use of similar services from parties other than B&O Partners B.V.,
except where other written arrangements have been made.
No agreements will be drawn up nor negotiations conducted for this purpose
without the knowledge of B&O Partners B.V. Potential lessees\/purchasers,
including the present lessee, will be referred by the client to B&O Partners
B.V.
7. If the client gives instructions to a number of contractors, the provisions of
this chapter will be applicable in full to each of these instructions and the
client will therefore be required to pay each of these contractors in
accordance with this chapter a fee for disbursements, expenses and
commission, except in so far as other agreements have been explicitly made
with regard thereto with one or more of these contractors.
8. An instruction is for an indefinite period. It will end by:
\u2022 fulfilment;
\u2022 withdrawal of the instruction by the client;
\u2022 the instruction being returned by B&O Partners B.V.
B&O Partners B.V. has fulfilled its instruction once the intended agreement
has been concluded and\/or the advice has been completed. Completion of
the instruction does not affect the obligation of B&O Partners B.V. under the
terms of the instruction to assist the client in bringing it to a conclusion. In
case of agreements of which the definitive conclusion or the performance
obligation under the terms of a stipulation forming part of the agreement is
dependent on a suspensive or resolutive condition, the fulfilment of the
instruction will also be dependent on this condition. B&O Partners B.V. may
only return an instruction for urgent reasons. Urgent reasons include in any
case:
\u2022 the situation described under Article II.4, second and subsequent
sentences;
\u2022 a disruption of the relationship between B&O Partners B.V. and the
client.
An instruction must be withdrawn or returned in writing, with due observance
of a notice period of three months. In the event of termination or suspension
of the instruction, costs may be charged in accordance with the provisions of
Articles II.18, 19 and 20. After the end of the instruction, commission
obligations may arise in accordance with the provisions of Article II.11.
9. If the client decides to occupy the property himself\/itself once again or make
it available to a company affiliated to him\/it, commission will be payable by
the client.
Commission
10. The client will owe B&O Partners B.V. commission if, during the term of the
instruction, an agreement is concluded, even if such an agreement differs
from the instruction (e.g. sale instead of lease or lease instead of sale, or sale
or lease of available space other than that to which the instruction relates). In
that case the parties will consult each other regarding the amount of the
commission, with the starting point being the customary rates applicable in
the sector for such transactions. The client will also owe B&O Partners B.V.
commission if the property is sold by auction during the term of the instruction
and if the agreement that is eventually concluded is not the consequence of
services provided by B&O Partners B.V.
11. The client will also owe commission if the agreement is concluded after the
end of the instruction but is the consequence of actions contrary to Article II.6
or if the agreement is concluded with potential lessees\/purchasers who were
already known during the instruction period. Unless the contrary is proved,
this is assumed to be the case if the agreement is concluded within one year
of the end of the instruction. If the instruction ends as a consequence of
withdrawal by the client and the client observes a notice period with the
withdrawal, the period of one year referred to above will be so much shorter
as the time between the moment at which B&O Partners B.V. receives the
written notification of the withdrawal and the moment the instruction ends.
12. The fact that an agreement that has been concluded is not implemented due
to breach of contract on the part of one of the parties or for any other reason
does not affect the right of B&O Partners B.V. to commission.
13. The commission owed by the client to B&O Partners B.V. will be laid down in
the agreed instruction.
The amount of the commission depends on the type and contents of the
agreement concluded, even if the agreement differs from the instruction and
regardless of whether the agreement is concluded during the term of the
instruction or afterwards. The amount of the commission will be determined
by agreement between B&O Partners B.V. and the client.
14. \u2018The conclusion of an agreement\u2019 is also taken to mean the cooperation on
the part of the client in a transaction, as a result of which all or part of the
property is sold, let or assigned to the client and\/or a third party and
consequently the performance of the instruction is not pursued further.
15. No commission is payable on the costs relating to the conclusion and
implementation of an agreement, such as notarial fees and transfer tax. The
obligation to pay and the amount of the commission are not affected by the
stipulations agreed in that respect between the parties in the agreement.
16. Should B&O Partners B.V. be unable to establish the sum on which it may
charge commission due to the actions of its client, it will be entitled to
determine this sum based on its own valuation and the commission
calculated on this sum will be payable.
17. Commission will be due and payable as soon as the agreement is concluded.
In the case of a contract of purchase and sale, this may be at the moment of
notarial transfer. The parties may also agree otherwise. In all other cases an
agreement will be deemed to be concluded at the moments described in
Articles II.8 and II.14, unless the parties also agree otherwise in these cases.
Interim invoices may be sent for the costs referred to in Article II.18.
Costs and fees
18. Unless agreed otherwise, the client will reimburse the costs incurred by B&O
Partners B.V. on the client\u2019s behalf. Such costs may include promotional
expenses (including costs of ‘to let’ or ‘for sale’ boards, advertising costs, cost
of collotyping drawings and of colour brochures, etc.) and disbursements
(amounts paid to third parties, such as municipal tax on encroachments in, on
or above public land (precariorechten), costs payable to a government
agency or Land Registry relating to any information requested from them).
B&O Partners B.V. is required to consult its client about the promotional
expenses and their extent prior to incurring them. The liability to pay will also
apply if the instruction is suspended or terminated by being withdrawn,
returned or otherwise.
19. Without prejudice to the provisions of Article II.18, the client who withdraws or
suspends an instruction to provide services will also be required to pay a fee
to B&O Partners B.V. Unless agreed otherwise, this fee will be equal to 20%
of the commission on the most recent asking price.
20. The client and B&O Partners B.V. may declare, if there is reason to do so,
that the provisions of Article II.19 will apply by analogy should the instruction
be terminated in a manner other than by withdrawal.
21. If, pursuant to the provisions of Article II.4, B&O Partners B.V. returns the
instruction to one of the clients, the client to whom the instruction is returned
will be required to pay B&O Partners B.V., in close consultation with this
client, a reasonable fee for the work carried out up to that moment.
III Valuation
1. In this chapter a \u2018valuation instruction\u2019 is taken to mean an instruction to give
an opinion on the value of a property and to issue a report thereon. A
valuation instruction does not constitute an instruction to carry out a structural
survey.2. The report will contain the name of the client, a short and concise description
of the valued property, the relevant land registry details, the requested
opinion on the value(s) and their types, an indication of special circumstances
which are or are not taken into account in this opinion, the purpose of the
valuation and the date on which it was carried out. The report will be
submitted to the client. The client may submit the report or details therein to a
third party or parties for inspection or make such available to a third party or
parties provided it has obtained written permission from B&O Partners B.V.
B&O Partners B.V. only accepts liability for the contents of the report towards
the client. Permission to have the report or details therein inspected by or to
make such available to a third party or parties does not imply in any way
acceptance of responsibility towards this third party or these third parties. The
client is obliged to inform the third party or parties of this fact.
3. In the case of an instruction to several contractors together, they will compile
a joint report containing their joint findings. Should the contractors be unable
to reach joint conclusions, they will consult with the client regarding the
publishing of a report containing their divergent conclusions.
IV Liability
1. Any liability of B&O Partners B.V. is limited to direct financial loss, up to the
amount paid out in the case concerned under the professional liability
insurance held by B&O Partners B.V., plus the amount of the excess which,
under the applicable insurance contract in the case concerned, will be
payable by B&O Partners B.V. B&O Partners B.V. has taken out professional
liability insurance that is customary in the sector.
2. In the case of a joint agency assignment, B&O Partners B.V. will not be liable
for loss and\/or damage due to attributable failure, unlawful acts or some other
reason caused by another estate agent or his office in the performance of the
instruction. In the event of a joint agency instruction, these General Terms
and Conditions will prevail over those of the other agent.
3. Any claim for compensation will lapse if the client has not notified B&O
Partners B.V. in writing of the shortcoming within an appropriate period of
time after the client reasonably ought to have discovered this. This will
always be the case if the notification has not been sent within one year of
discovery.
4. After the expiry of a period of five years, counting from the day the advice
was given, any right the client may have towards B&O Partners B.V. on
account of any loss caused by shortcomings and\/or errors on the part of B&O
Partners B.V. in the implementation of the agreement will lapse.
5. The client is liable towards B&O Partners B.V. for direct loss suffered by B&O
Partners B.V. as a result of inaccurate or incomplete information provided by
the client.
V Money Laundering and Terrorist Financing (Prevention) Act
1. By signing the confirmation of the instruction, the client confirms that it has in
no way been, nor is it, involved in money laundering and\/or terrorist financing
as described in the Money Laundering and Terrorist Financing (Prevention)
Act (Wet ter voorkoming van witwassen en financieren van terrorisme,
WWFT).
2. For the duration of the instruction the client will refrain from any activities that
are in conflict with the WWFT.
3. The client is obliged to provide B&O Partners B.V. in good time with all
relevant information it may reasonably require to comply with its obligations
ensuing from the WWFT.
VI Applicable law
All legal relationships concluded between the client and B&O Partners B.V. are
exclusively governed by Dutch law. Any disputes will exclusively be settled by the
competent Dutch court.
The General Terms and Conditions were most recently filed at the Registry of the
Court in Amsterdam on 25th June 2018 under number 63\/2018.<\/p>\n","protected":false},"excerpt":{"rendered":"