- 1. De Vries & Metman is a partnership of private limited liability companies (besloten vennootschappen) under Dutch law. The partnership De Vries & Metman shall be understood in these general terms and conditions by the term “dV&Me”.
2. These general terms and conditions apply to all assignments given by clients to dV&Me, to all assignments given by dV&Me to third parties, as well as to all legal relationships arising from or in connection therewith. These terms and conditions are also stipulated for the benefit of the partners and directors of dV&Me and all persons employed by dV&Me (hereinafter referred to as “persons affiliated with dV&Me”), as well as any third party appointed by dV&Me in connection with services provided by dV&Me or that may be liable in connection therewith, and any successors under universal title of the aforementioned persons. The applicability of general terms and conditions of the client are hereby expressly rejected.
3. All assignments shall be considered supplied to and accepted by dV&Me, contrary to Articles 7:404 and 7:407(2) of the Dutch Civil Code, even if the intention is that these are performed by one or more persons affiliated with dV&Me. Contrary to Article 7:409 of the Dutch Civil Code, persons affiliated with dV&Me are not personally bound or liable and the assignment shall not end due to their death.
4. dV&Me may call on third parties to carry out an assignment and dV&Me is authorised to accept conditions that apply to the relationship between the third party and dV&Me. dV&Me may enforce these conditions against the client insofar as this relates to the performance of the assignment by the third party. The client may not hold these third parties directly accountable. dV&Me shall exercise due care when engaging third parties. dV&Me shall not be liable, however, for any errors or shortcomings on the part of such third parties. The client shall indemnify dV&Me and the persons affiliated
with dV&Me against all claims by third parties arising from or related to the performance of an assignment for the client.
5. Unless expressly agreed otherwise, all assignments shall be performed on payment of the hourly rates of dV&Me prevailing at the time of the performance, multiplied by the hours worked, and reimbursement for specific services. The costs of third parties and office costs will be charged. The term of payment for invoices shall be 30 days from the date of the invoice. In the case of two or more clients, these are liable jointly and severally for the payment of the invoice. dV&Me must be notified in writing of any complaint regarding an invoice or the work to which it relates within 30 days of the date of the invoice concerned. Should no complaint be made within that period, the client shall be deemed to have accepted that the invoice is correct and that payment is due. In the absence of timely payment, dV&Me will be entitled to charge statutory interest without further notice and, at its option, to suspend further performance of the assignment or to declare the assignment as being dissolved without being liable for damages towards the client. The client is aware that by not starting or starting late, by suspending and/or by discontinuing the activities and by not or not completely performing the assignment through the fault of the client can lead to non-filing or not timely filing and/or loss of industrial property rights. dV&Me shall not be held liable for the above and the consequences thereof.
6. Any liability on the part of dV&Me, arising from or related to the performance of an assignment, shall be limited to the amount paid out under the professional liability insurance policies taken out by dV&Me, plus the amount of any deductible (“own risk”) sum. Should no insurance payment be made and dV&Me is held liable despite the agreed limitation of liability with the client, any liability on the part of dV&Me is limited to the amount of the fee charged by dV&Me, in respect of the assignment concerned, subject to a maximum of € 50,000.00 per incident (a succession of related incidents to be considered as one incident). Any liability for indirect damage is excluded, such as loss of turnover and profit and loss of savings. Claims for damages will expire if they are not made in writing within one year of discovery thereof to dV&Me.
7. The legal relationship between clients and dV&Me, as well as any claim for liability, shall be governed by Dutch law. All disputes arising from this legal relationship shall be exclusively submitted to the competent court in Amsterdam. In the event of a dispute, the Dutch text of these general terms and conditions shall prevail.