VANDERSTELT General Terms and Conditions
VANDERSTELT is a trade name of Real Company B.V., registered in the Trade Register under number 59264403.
a) These general terms and conditions shall apply to all offers, quotations and order confirmations of Real Company B.V. (hereinafter “VANDERSTELT”) and agreements between VANDERSTELT and its clients.
b) The applicability of general terms and conditions of clients is expressly excluded.
c) If and in so far as any provision of these general terms and conditions proves to be null and void, voidable or otherwise invalid, this shall not affect the validity and applicability of the other provisions. The provision that should prove to be invalid shall be converted into a provision that corresponds as far as possible with the purport of the invalid provision.
d) Once these Terms and Conditions have been applicable between VANDERSTELT and the Client, these Terms and Conditions shall apply to all Agreements concluded and to be concluded thereafter between the Client and VANDERSTELT.
e) VANDERSTELT shall be entitled to unilaterally amend the contents of these Terms and Conditions in the interim. In the event VANDERSTELT does so, it shall notify the Client thereof, simultaneously sending the amended Terms and Conditions.
2) Nature of the assignment
a) VANDERSTELT is engaged in the intermediation of the purchase, sale, lease and rental of immovable property, and/or the administrative and commercial management of immovable property, and/or advising, interim management and supervision in the field of real estate with regard to financing, asset management, strategy and restructuring.
b) The assignment shall never include the provision of legal, fiscal, financial, investment, architectural, (construction) technical advice and/or (construction) project development, (advice in the field of) management of funds, monetary values, funds or other values.
3) Conclusion and amendment of agreements
a) Offers/quotations by VANDERSTELT shall be without obligation.
b) Agreements shall be concluded by the timely, full, written acceptance by the client of VANDERSTELT’s proposal/offer, or by VANDERSTELT’s written confirmation of the order (whether or not verbally) issued, or by VANDERSTELT’s written proposal/offer to be executed by the parties. Written is also understood to mean by e-mail.
c) The agreement of assignment shall be concluded exclusively with VANDERSTELT. Furthermore, during the term of the agreement, the Client shall refrain from any activities that (may) hinder VANDERSTELT in the performance of the assignment. If, during the term of the contract, the intended agreement (purchase/sale, hire/lease, or otherwise) is concluded in any other way, the client shall nevertheless owe the agreed commission.
d) Amendments to the Agreement shall only be valid insofar as they have been expressly agreed in writing between Parties.
e) VANDERSTELT shall be entitled to engage third parties for the execution of the Agreement.
f) The Client guarantees that all data provided to VANDERSTELT which are relevant to the conclusion and execution of the Agreement are correct and complete. The client shall indemnify VANDERSTELT against any claims of third parties that are related to or result from the inaccuracy or incompleteness of the information provided.
g) Assignments given to persons employed by VANDERSTELT are considered to have been given exclusively to VANDERSTELT, even if it is the intention that an assignment shall be carried out by a specific person. The effect of Sections 7:404 and 7:409 of the Dutch Civil Code, which provides a different arrangement for this shall be excluded. The effect of section 7:407 paragraph 2 of the Dutch Civil Code, which establishes a joint and several liability in the event that two or more persons have been given an assignment, shall also be excluded.
4) Duration and end of the contract, remuneration in the event of premature termination
a) If the agreement is entered into for a definite period of time, or for a specific project, it cannot be terminated prematurely by the client. In that case, the agreement shall in principle end on the expiry of the definite period or on the day of the final completion of the project.
b) If the client terminates the agreement prematurely, withdraws the agreement, VANDERSTELT shall be entitled to the agreed commission on the asking price. In that case, the external costs incurred shall also be paid by the client.
c) If the Agreement is entered into for an indefinite period of time, it can be terminated by both parties in writing with due observance of a notice period of three months.
All prices shall be exclusive of VAT and exclusive of “out of pocket” costs such as (but not limited to) travel expenses parking, printing, duplication, marketing, data room, photo costs and costs of third parties engaged.
a) In the case of a brokerage agreement and transfer of one or more immovable properties,payment of the agreed brokerage fee shall be made by notarial transfer. The client hereby grants VANDERSTELT, to the extent required, an irrevocable power of attorney to submit the invoice to the instrumenting notary also on behalf of the client, to be handed over for final notarial settlement. In all other cases, the payment term is 14 days after the invoice date. This is a final deadline.
b) If VANDERSTELT is forced to take (legal) measures to enforce payment, the client is obliged to reimburse VANDERSTELT for all actual costs of legal assistance, both in and out of court, or at least the extrajudicial costs in accordance with the graduated extrajudicial collection costs (BIK), to be found at www.rechtspraak.nl, with a minimum of 15% of the principal sum and in all cases a minimum of € 1,500.
c) The client shall not be authorised to suspend the payment obligation or to set it off against alleged claims against VANDERSTELT.
d) Payments by the client shall first be allocated to the outstanding interest and costs, and then to the outstanding invoices in order of seniority.
e) If there are several clients, they shall all be jointly and severally liable.
a) VANDERSTELT shall at all times carry out assignments to the best of its knowledge and ability and with the greatest possible care but shall never undertake an obligation to achieve a result. VANDERSTELT shall never provide any guarantee, in any way whatsoever, with regard to, for example (but not exclusively) expected returns and shall only be liable in the event of intent or wilful recklessness in the performance of the assignment.
b) In all cases VANDERSTELT shall only be liable in so far as its liability insurer provides cover where applicable.
c) If the insurer does not provide cover, any liability of VANDERSTELT shall be limited to the invoice value of the part of the assignment for which VANDERSTELT is liable and which invoice amount has been paid, up to a maximum of the agreed (paid) assignment amount, at least in all cases a maximum of € 100,000.
d) VANDERSTELT shall never be liable for consequential loss, such as, but not limited to, loss of profit, loss of goodwill, reputation, missed savings and loss due to business stagnation, except insofar as this is the result of intent or deliberate recklessness on the part of VANDERSTELT, its employees, and/or third parties engaged by or on behalf of VANDERSTELT.
e) VANDERSTELT shall not be liable for damage, of whatever nature, as a result of having relied on incorrect and/or incomplete information provided by the Client.
f) Client is obliged to report any damage for which it holds VANDERSTELT liable to VANDERSTELT within 14 days after it has become known or could reasonably have been known at the risk of forfeiting any claims.
g) Contrary to the statutory limitation periods, the limitation period for claims and defences against VANDERSTELT shall be one year. At the risk of forfeiting all claims for damages must be brought before the competent court within a period of one year after Client is aware of the damage or should be aware of it and suspects or may suspect that VANDERSTELT might be liable for it.
8) Intellectual property rights
a) VANDERSTELT is and shall remain the owner of all intellectual property rights, such as copyrights, etc., which arise in the context of the performance of the agreement.
b) Client guarantees that all delivered data and materials are free of infringements of intellectual property rights of third parties and indemnifies VANDERSTELT against any claims of third parties on account of infringements of intellectual property rights.
a) The parties shall observe absolute secrecy with regard to all information they obtain in connection with the assignment. This obligation shall continue after expiry of the agreement.
b) The foregoing does not apply to information that:
is of general familiarity, without this being the result of one of the parties failing to fulfil its obligations of confidentiality; or
d) must be disclosed pursuant to a legal obligation of a mandatory nature imposed on one of the parties.
10) Applicable law, competent court
a) Agreements between VANDERSTELT and the Client shall be governed exclusively by Dutch law, even if all or part of the agreement is performed abroad, or the Client is domiciled abroad.
b) The District Court of Gelderland, with its hearing location in Arnhem, has exclusive jurisdiction to take cognizance of disputes arising from or related to agreements between VANDERSTELT and the client.
Edition: March 2020