2. These General Terms and Conditions form part of and are applicable to all agreements between VDL and the client, as well as to any future agreements or further legal or other acts performed by VDL with, on behalf of or vis-à-vis the client arising there from. Following the first application of these General Terms and Conditions, they will apply without further notice to all subsequent agreements between the parties, unless expressly excluded, and to all non-contractual relationships between the parties.
3. VDL will perform under the agreement with the client to the best of its ability, exercising due care and expertise. VDL will bear no responsibility, however, for achieving the result intended by the client. VDL and the client will at all times be entitled to early termination of the agreement.
4. The client will be obliged to bring to VDL’s attention all facts and circumstances that may be relevant for the correct performance of the agreement and make available to VDL all the data and information that the latter may require. The client will guarantee the correctness and completeness of all the data and information that it will make available to VDL.
5. The client will be deemed to have awarded the assignment to any third party engaged by VDL for its own benefit, without prejudice to the provisions of the code of conduct of the competent professional organizations or authorities. VDL will be authorized to accept a limitation of liability in the event that third parties are engaged on the client’s behalf. The applicability of Section 76 of Book 6 of the Netherlands Antilles Civil Code is excluded.
6. As soon as the client will find or may reasonably be expected to have found a possible ground for a proper claim against VDL, the client will be obliged to inform VDL immediately of such an alleged claim in writing, providing supporting documents and proper substantiation. Failure to fulfill these requirements will result in the loss by client of its rights to the claim. Any claim against VDL will lose its validity two years after the client has notified or should have notified VDL of the claim, unless it has meanwhile been filed with a court of competent jurisdiction. VDL will not be liable towards the client as long as the client has not met its obligations towards VDL. The client will not have the right to terminate the agreement with VDL.
7. Any liability of VDL will at all times be limited to the amount which will be paid out under the professional liability policy, plus the amount for which VDL itself is liable pursuant to the insurance policy concerned.
8. VDL can never be held liable for any indirect loss/damages and/or consequential loss/damages and/or loss of profit. VDL’s liability will never exceed the limit stipulated in these General Terms and Conditions, irrespective of whether a claim is made pursuant to an agreement or otherwise, in particular pursuant to tort. Parties other than the client cannot exercise any rights under the agreement or the (non)performance thereof. The client indemnifies VDL against any claims from third parties. Limitations of VDL’s liability will also apply to its employees, and non-employee representatives or auxiliary persons.
9. VDL charges a fee for the work it performs, based in principle on an hourly rate, a fixed amount covering office expenses, and the hours spent on the case, as well as costs incurred; tax is due over fee and office expenses. VDL will be entitled to make interim changes to its hourly rate and the costs it charges. Changes also apply when not communicated in advance. VDL will at all times be entitled to request from the client an advance on its fee and similar charges.
10. VDL’s fee notes will be payable within 14 days of the fee note date, or immediately in the event of any default by the client. The client will not be entitled to make settlements or defer payment.
11. In the event that claims payable by the client remain unsettled, the client will be obliged to furnish to VDL security and/or payment in kind. All court and other costs incurred by VDL in collecting its claims will be for the account of the client.
12. VDL will also be entitled to set off any claims it conditionally and/or reasonably has or will have on the client against any claims the client has and/or reasonably will have on VDL.
13. The conditions in these general terms and conditions will also apply for all those who are and were employed by VDL.
14. This agreement will be governed exclusively by the laws of the Netherlands Antilles. Any disputes arising from or in connection with the agreement will exclusively be brought before the competent court in Curaçao. Disputes about the amount or the indebtness of invoices will be brought before the supervisory committee of the bar in Curaçao.