GENERAL TERMS AND CONDITIONS OF HOLLAND REALTY PARTNERS B.V.

These General Terms and Conditions are registered with the Chamber of Commerce in Amsterdam under registration number 34288609. This is a translation of the official Dutch language General Terms and Conditions. In the event of a conflict, the Dutch language version shall prevail.

1.       General

a. In these General Terms and Conditions, the following terms shall be defined as follows:
Client: the principal granting an engagement
Contractor: Holland Realty Partners B.V.

b. Replacing Sections 404 and 407.2, Book 7, of the Dutch Civil Code, all engagements shall be exclusively accepted and performed by Contractor.

c. An engagement is, in so far as not evident to the contrary in this section, an instruction to provide services relating to the conclusion of an agreement for real estate and/or the provision of advisory/consultancy work.

d. Real estate means property and restricted rights therein/thereupon including, as far as is applicable under the terms of the engagement, any legal entity as owner of property.

2.       Scope

a. These General Terms and Conditions shall apply to all legal relationships between Client and Contractor, unless alterations have been agreed and expressly confirmed in writing by both parties.

3.       Conclusion of the engagement

a. The agreement shall come into effect upon receipt by Contractor of the engagement letter, duly signed by Contractor and Client, or at the moment Contractor has started to perform activities for the benefit of Client at the request of Client, expressed verbally or in any other way.

b. The engagement shall remain valid for an indefinite period of time, unless it is clear from the content, nature or scope of the engagement that its validity is limited to a definite period of time.

c. The engagement ends by fulfilment or withdrawal in writing by Client or Contractor. The terms for financial compensation and payment will be defined in the engagement letter.

4.       The engagement

a. An engagement to provide services relating to the conclusion of an agreement for real estate in itself does not constitute an authorization to Contractor to conclude agreements on behalf of Client. However, authorization may be attached to the instruction or may be granted at a later date.

5.       Information and confidentiality

a. Client shall make available in the form and manner and in the time required by Contractor, all information and documentation which Contractor deems necessary for the proper performance of the engagement.

b. Client warrants the accuracy, completeness and reliability of the information and documentation made available to Contractor, including information and documentation originating from third parties, except where precluded by the nature of the assignment.

c. Client shall ensure that Contractor is immediately informed of facts and circumstances that may be important in connection with the correct performance of the engagement.

d. Client shall indemnify Contractor against claims by third parties relating to loss arising as a consequence of Client providing Contractor with inaccurate or incomplete information, unless Client is able to demonstrate that such loss is not a consequence of or related to culpable acts or omissions on the part of Client, or that such loss is the result of intent or gross negligence on the part of Contractor.

e. Except where disclosure is required by law or professional duty, Contractor shall maintain confidentiality towards third parties. This does not apply to information required to conclude an agreement, nor does this apply to information for which Client has indicated that it can be disclosed to third parties.

6.       Fees and payment

a. The nature and amount of the fee will be defined in the engagement letter. In case Contractor performs an engagement at the verbal request of Client, the fee that has been verbally agreed upon is applicable.

b. The fee can be a performance-related amount (brokerage), a fixed fee, a variable fee based upon effort or hours spent, or a combination of these.

c. A performance-related fee is payable upon the moment of conclusion of the actual performance, or at the moment of legal effectuation of the outcome to which the engagement has led.

d. A fixed or variable fee is payable on the moments that have been defined in the engagement letter. The standard term of payment is 14 days.

7.       Liability and applicable law

a. Contractor is liable for its activities performed under the engagement. The liability of Contractor shall, in any case, be limited to a maximum of the fee that has been invoiced to and paid by Client.

b. All disputes relating to engagements between Client and Contractor to which these General Terms and Conditions apply shall be brought before the court in the district of Amsterdam, the Netherlands.

c. All engagements between Client and Accountant to which these General Terms and Conditions apply shall be subject to the laws of the Netherlands.


Original version, May 2008, no previous versions exist