General Conditions Spring Valuations B.V.

November 2018


Definitions

In these General Conditions the following definitions apply:

Spring: Spring Valuations B.V., with its registered office in Amsterdam, listed in the Commercial Register of the Chamber of Commerce under no. 65121600

Client: The contracting party to the assignment

The parties: Spring and the Client



I General conditions


1. These General Conditions apply to all legal relationships between Spring and the Client. Spring is always entitled to amend these General Conditions unilaterally (therefore without the consent of the Client).


2. The applicability of any varying conditions or stipulations of the Client is explicitly rejected by Spring.

3. These General Conditions also apply to additional assignments and follow-up assignments. In that case the Client will be assumed to be aware of the applicable General Conditions of Spring.


4. If an assignment is awarded by more than one person or legal entity, each of them will be jointly and severally liable for the amounts which will be payable to Spring on account of that assignment.


5. In the event of a jointly assignment service these General Conditions will exclusively apply to the activities carried out by Spring.

6. All legal relationships between the parties are exclusively governed by Dutch law. Any disputes will exclusively be settled by the competent Dutch court in Amsterdam.


7. If and insofar as there would be any discrepancy between the Dutch text of the General Conditions and the translation of it, the Dutch text will at all times prevail.

8. In connection with compliance with the Dutch Anti-money Laundering and Terrorism Finance Act (Wet ter voorkoming van witwassen en financieren van terrorisme, further herein: 'Wwft'):

• by signing the order confirmation the Client confirms that he is or has not been in any way involved in money laundering and/or financing terrorism as described in the Wwft;

• during the term of the assignment the Client will refrain from activities in contravention of the Wwft;

• the Client will be obliged to provide all relevant details within due time which Spring needs in order to be able to fulfil its obligations arising from the Wwft;


II. Liability


1. If Spring is liable for direct loss with regard to the activities performed, this liability will be limited to not more than the net invoice amount.

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2. Under no circumstance can compensation of loss be claimed due to loss of income of the Client (caused in any way whatsoever) or indirect loss and consequential loss.


3. Any liability of Spring in all cases, except for intention or gross negligence, is limited to the amount that in the respective case will be paid on account of a professional liability insurance it has taken out, increased by the amount of the excess that pursuant to the policy conditions is not at the expense of the insurer.


4. In the event of a jointly assignment service Spring will not be liable for loss due to attributable failures, a wrongful act or which has been caused otherwise by a joint contractor in performing the assignment.


5. Spring will not be liable for any failure of any third parties engaged by Spring. Spring has been authorised by the Client to accept on behalf of the Client any liability limitations of third parties and the Client indemnifies Spring against all claims by third parties.


6. Spring will not be liable for loss partly caused by inaccurate or incomplete information provided on behalf of the Client or due to the circumstance that information originating from the public domain is inaccurate.

7. The Client cannot invoke a failure in the performance of the assignment if this failure has not been made known to Spring by the Client in writing within 4 months after completion of the assignment.


8. Notwithstanding the provisions in Section 6:89 of the Dutch Civil Code, the right to compensation will lapse 6 months after the event causing the loss has been discovered or should reasonably have been discovered and in any event 12 months after the event causing the loss took place.


9. If in connection with the assignment communication takes place electronically, such as via e-mail and other forms of data transfer, the parties acknowledge that this has risks such as, but not limited to, distortion, delay, disappearance and viruses. Spring is not liable for any loss arising from this unless there is intention or gross negligence. Both Spring as well as the Client must do or refrain from doing anything reasonably to be expected of either of them to prevent the occurrence of the risks referred to.


III. Assignment


The term assignment means the assignment to provide a professional valuation (PTD) for the determination of the value of immovable property in the broadest sense of the term and/or providing other advisory services in this connection.


2. The assignment is formed i) after the Client has received the written assignment confirmation from Spring and the Client has not protested immediately against it, or ii) if sooner the moment Spring has begun providing the services at the request of the Client (or one or more of his employees).


3. With regard to the Client Spring is exclusively considered to be the contractor, even when it is the explicit or tacit intention that the assignment is performed by a certain person. Therefore replacing Sections 7:404 (providing in the event it is intended that an assignment is performed by a certain person) and 7:407 subsection 2 of the Dutch Civil Code (establishing a joint and several liability for situations in which an assignment is awarded to two or more persons) all assignments will exclusively be accepted and carried out by Spring. Those natural persons and legal entities, who are directly or indirectly affiliated with Spring and who are in any way involved in the services by or on behalf of Spring, can also invoke these General Conditions.

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4. A person who is a direct or indirect shareholder of Spring and who performs professional activities for Spring can be indicated by Spring as the ‘partner’ or ‘member’. The person indicated as such will act in performing his professional activities exclusively at the expense and risk of Spring.


5. Spring refrains from accepting an assignment with regard to real estate in connection with which it already has an assignment with another Client. At the moment Spring provides a service with regard to real estate under a current assignment in connection with which it would have to provide a service at the same time under another current assignment, while providing the service to the one Client is against the interest of the other Client (conflict of interests), Spring will consult with each of these Clients. In consultation with Spring the Clients are given the choice to which Client Spring will return the assignment awarded to it. If the Clients cannot make a choice, Spring will be entitled to choose one of them. After Spring has made its choice known to the Clients and which Client will therefore be regarded by Spring as the Client, Spring will be considered exclusively as the contractor of the respective Client. The respective Client is obliged to pay the commission to Spring in accordance with the provisions in these General Conditions.


6. In performing the assignment Spring is allowed to engage one or more persons who are not directly or indirectly associated with Spring. Third parties will be engaged as much as possible in consultation with the Client.


7. The assignment as such does not include a mandate or power of attorney to enter into agreements on behalf of the Client.

8. The Client shall refrain from activities which could obstruct Spring in performing its assignment or could interfere with its activities. Unless otherwise agreed the Client will only use services from Spring and not use similar services from others.


9. The Client is obliged to cooperate with Spring to provide within due time all relevant details which are or might be necessary for a proper performance of the assignment by Spring. Spring assumes that the information provided to it is correct and complete.

10. Spring will do its utmost to achieve the best result for its Client but cannot guarantee that a certain result will be achieved.


IV. End of assignment


An assignment for a fixed period ends by that period ending or by completion of the assignment. If after that period has ended Spring still carries out activities for that assignment, the assignment is considered to continue for an indefinite period of time.


An assignment for an indefinite period terminates for instance but not exhaustively by:

  • • fulfilling the assignment;
  • • withdrawal by the Client;
  • • premature termination by Spring.


2. Spring has fulfilled its assignment as soon as the professional valuation (PTD), as mentioned in article III.1. and/or the advice has been completed.


3. The term withdrawal by the Client also means cases in which the Client with the assistance of a third party forms a valuation to which the assignment relates, even if this agreement varies from the assignment, and in this connection the performance of the assignment will no longer be continued.

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4. Notwithstanding the right to dissolve or annul the assignment pursuant to the law, Spring will be entitled to terminate the assignment prematurely without stating any reasons.


5. Withdrawal of the assignment by the Client must take place in writing without having to observe a notice period in this connection.


6. If the Client substantially changes the assignment during its term (changes the property to which the evaluation is related to or the assignment type, etc.) the assignment will be deemed to have been ended and a new assignment will arise.


V. Valuations


1. Unless explicitly agreed otherwise in writing, Spring shall conduct all valuations in accordance with the guidelines of:

• The Algemene Gedrags- en Beroepsregels, the Reglement Bedrijfsmatig Vastgoed and the Addendum Grootzakelijk Vastgoed, as prescribed by the Nederlands Register Vastgoed Taxateurs (NRVT);

• the Practice Statements as included in the International Valuation Standards 2011 published by the International Valuation Standards Committee (IVS, 2011) and/or the mandatory rules and practice guidance in the RICS Valuation Professional Standards (‘Redbook’) March 2012 as prescribed by the Royal Institution of Chartered Surveyors (RICS).


2. Unless explicitly agreed otherwise in the assignment, Spring shall conduct its valuations on the basis of market value. The market value is defined as follows: “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeable, prudently and without compulsion.”


3. The written valuation is to be provided only to the Client. Only after prior written approval of Spring, the Client may make the valuation or data from this valuation available to (a) third party(s). Spring only accepts liability for the content of the valuation to the Client. The approval of Spring as mentioned above in no way implies an acceptance of responsibility to (a) third party(s). Een toestemming van Spring als hiervoor bedoeld, impliceert op geen enkele wijze een aanvaarding van verantwoordelijkheid ten opzichte van deze derde(n). The Client is obliged to inform the third party(s) thereof.


4. In the event of a jointly contracted service, the joint contractors shall provide a jointly valuation. This valuation contains their joint findings. If the contractors fail to reach joint conclusions, they shall act in consultation with the Client on the release of a valuation in which their divergent conclusions appear.


VI. Commission and costs


1. The Client will owe a commission to Spring if a valuation, as mentioned in article III.1, is provided even if it varies from the assignment, for instance the valuation of (an)other space(s) and/or further reaching services as mentioned in article VIII.2.


2. Spring will also be entitled to commission if the agreement ultimately formed is not the result of the services provided by Spring, for instance in the case as described above in Clause IV.3.

3. In the event that the assignment is returned to the Client as a result of a conflict of interests as described above in Clause III.5, the Client will owe a reasonable fee in proper consultation between the parties for the activities carried out by Spring until that moment.

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4. In the event of a premature withdrawal or termination of the assignment by either party or by the assignment ending due to a substantial change made to it by the Client, Spring can charge the Client a commission in accordance with the provisions set out below in VIII.3.


5. Unless explicitly otherwise agreed in writing the Client must reimburse all costs incurred by Spring for the Client in performing or in connection with the assignment. In this connection for instance promotion costs and disbursements (costs paid to third parties such as for instance costs of technicians, structural engineers, lawyers, tax consultants, public authorities, rapporteurs etc.) come to mind. Spring must consult in advance with the Client about incurring promotion costs and the amount of these.


These costs are also payable in the event that the assignment is suspended or terminated due to withdrawal, premature termination or otherwise.


VII. Payment


1. Unless otherwise agreed, the commission and associated costs are to be increased by the value added tax payable by law.


2. The commission becomes due and payable if and as soon as the assignment has been performed or terminates for any other reason, unless it appears otherwise from these Conditions or the parties agree otherwise. The Client can also be invoiced in the meantime for the costs as described above in Clause VI.5. The Client is not entitled to suspend any payment obligation to Spring.

3. An invoice sent to the Client must be paid by the Client within 14 days after the invoice date or so much sooner or later as agreed by the parties in writing.


4. In the event of late fulfilment of its payment obligations to Spring the Client will be in default without a demand or notice of default by Spring being required.


5. In the event of a default the Client will owe to Spring an interest percentage on the total outstanding invoice amount equal to the statutory commercial interest rate applicable at that moment. Any extra-judicial and judicial collection costs will be at the expense of the Client.


6. Any payments by the Client shall first cover the collection costs payable, then the interest payable and finally the outstanding invoices.


7. If the Client fails within 2 months after the invoice date to object in writing to the amount of the commission charged, at any rate to the amount of the invoice in general, the invoice will have become an irrevocable fact.


VIII. Rates


1. The Client will owe Spring a fee in accordance with what has been agreed as a special stipulation in the assignment confirmation between the parties. In the assignment confirmation the parties will agree the amount and the type of commission.


2. If Spring provides further reaching services than agreed to in the assignment confirmation, Spring will be entitled to invoice a commission for these further reaching services, on the basis of the hours worked (in accordance with Clause VII.5). Further reaching services shall exist when:

• An elaborate description or measurement must be made of the valuated property;

• The determination of the value must be clarified;

• Calculations must be made with regard to the probable costs of maintenance or rebuilding;

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