1. Milders & Heijboer B.V. is a corporation, which will be the sole counterparty for all services provided, which are executed as a result of an instruction given by a client to perform such services.
2. These conditions are applicable to any legally relevant relation between the client and Milders & Heijboer B.V. resulting from the instruction.
3. Articles 7.404 en 7.407, paragraph 2 of the Civil Code are not applicable to instructions accepted by Milders & Heijboer B.V.
4. Directors, shareholders, founders (to be) and partners of a corporation or of a partnership are severally liable for all liabilities of that corporation or partnership for which an instruction has been given to Milders & Heijboer B.V. and which instruction has been accepted by Milders & Heijboer B.V..
5. If the client does not timely provide the information required for the proper execution of the instruction, if the client is otherwise negligent in providing the required information or if the client does not, or if it is perceived by Milders & Heijboer the client will not timely settle invoices or met its financial obligations, Milders & Heijboer B.V. is always entitled to suspend all its further work in relation to the instructions or even to terminate any such further work.
6. The liability of Milders & Heijboer B.V. for damages from whatever source or for whatever reason is limited to the amount insured by Milders & Heijboer B.V. and accepted by the insurer. The liability insurance policy has an absolute maximum of € 454.000.
7. Milders & Heijboer B.V. cannot be held liable for damages resulting from negligence of external experts or other third parties instructed by Milders & Heijboer B.V. after approval of the client. Any instructions to Milders & Heijboer B.V. include the acceptance by the client of any restrictive liability claims imposed by these external experts or third parties. Milders & Heijboer B.V. is authorised to accept such limited liability imposed by external experts or other third parties on behalf of the client.
8. Any liability claims must be preceded by a complaint filed with Milders & Heijboer B.V.. The complaint must be filed timely, in writing and with the proper motivation, in absence of which Milders & Heijboer B.V. will not accept any liability. Any right to claim for liability and possible damages will be forfeited if the claim is not received within one month after the timely written complaint.
9. Client warrants that Milders & Heijboer B.V. will not be held liable for any claims of third parties, including the cost of legal assistance, which claims are in any way, matter or form related to, or originate from, any services performed by Milders & Heijboer B.V. on behalf of the client.
10. Milders & Heijboer B.V. retains the full and unrestricted intellectual property right on any of its productions, whether produced in writing or otherwise, and of the products included in such productions.
11. Payment of invoices should be made within the term indicated on the invoice or, if the term is not reflected on the invoice, within 30 days from the date of the invoice.
12. Amounts received by Milders & Heijboer B.V. from the client will be applied in the following order: first against costs incurred by Milders & Heijboer B.V., then against interest accrued, if any, and, in the last instance, against the oldest outstanding invoice, disregarding the purpose of the payment as indicated by the client.
13. Every client will have to observe the obligations as set forth in the Wet identificatie dienstverlening (Act on client identification) or its successive legislation, before an instruction may be accepted by Milders & Heijboer B.V.. Clients are obliged to keep Milders & Heijboer B.V. informed of any changes relevant to the identification.
14. On the instruction and on any commitment or obligation arising there from, Netherlands law will be applicable only. The District Court of Rotterdam is exclusively entitled as a forum for any dispute between Milders & Heijboer B.V. and the client arising from an instruction and from a commitment or obligation.
15. All directors of Milders & Heijboer B.V., all (non-) legal staff or employees and other individuals involved in the execution of any instruction are entitled to invoke or apply these general conditions, including the limitations of liability.
16. These general conditions are available in the Dutch and the English language. If a dispute arises on the applicability or on the interpretation of these conditions, the Dutch language version will be decisive in resolving such dispute.