GENERAL TERMS AND CONDITIONS OF TAXATIE- EN EXPERTISEBUREAU A. VON RETH B.V., TRADING UNDER THE NAME BUREAU VON RETH, BUREAU VON RETH TAXATIE, VON RETH TAXATIE, BUREAU VON RETH ADVIES IN EINDHOVEN

1. PARTIES

In these General Terms and Conditions, Taxatie- en Expertisebureau A. von Reth B.V., also trading under the names Bureau von Reth, Bureau von Reth Taxatie and Von Reth Taxatie, Bureau von Reth Advies is hereinafter referred to as: Von Reth Taxatie. The other party is referred to as: Client.

2. APPLICABILITY OF TERMS AND CONDITIONS

2.1. These General Terms and Conditions apply to all quotations, accepted orders, assignments and/or other agreements, as well as to negotiations entered into by Von Reth Taxatie with the Client, whether or not through the intervention of an authorised representative.

2.2 The application of terms of purchase or other terms and conditions of the Client are expressly excluded, unless Von Reth Taxatie has explicitly stated that such other terms and conditions shall apply. The applicability of such other terms and conditions shall be limited to the Agreement in question.

2.3. Deviations from these General Terms and Conditions can only be agreed in writing.

2.4. Once a Client has had dealings with Von Reth Taxatie under the validity of these General Terms and Conditions, is deemed to tacitly agree to the applicability of these General Terms and Condition in any subsequent orders placed by the Client, regardless of whether such an order has been confirmed in writing.

3. CONCLUSION AND AMENDMENT OF THE AGREEMENT

3.1. All quotations of Von Reth Taxatie are without obligation and do not bind Von Reth Taxatie, unless explicitly agreed otherwise in writing. Without order confirmation on the part of Von Reth Taxatie, the order is not deemed to have been accepted by Von Reth Taxatie. Orders that are placed by the Client by telephone or email are only established by confirmation in writing or by email by Von Reth Taxatie. Von Reth Taxatie is entitled to withdraw their offer within 2 working days after receipt of acceptance by the Client, unless expressly agreed otherwise in writing. Quotations are in any case deemed to have expired if they are not accepted by the Client within 15 days after the date of receipt of the quotations.

3.2. An Agreement between Von Reth Taxatie and the Client is only concluded after Von Reth Taxatie has accepted the order given to them by confirmation. Von Reth Taxatie order confirmation is deemed to accurately and fully reflect the Agreement, unless the Client notifies Von Reth Taxatie otherwise in writing within 3 working days of receipt of the order confirmation.

3.3. In the event that the Agreement is of an urgent nature, the Agreement is in any case also deemed to have been concluded, if Von Reth Taxatie takes care of the performance of the order. In that case, the invoice to be sent by Von Reth Taxatie to the Client is the order confirmation and the Client has no option to object that order confirmation.

3.4. Promises, offers and agreements made by the Client with third parties engaged by Von Reth Taxatie, expressly including employees of Von Reth Taxatie, are only binding on Von Reth Taxatie if they are confirmed by Von Reth Taxatie themselves in writing or by email.

3.5. Changes and additions to concluded Agreements are only valid if expressly agreed in writing by Von Reth Taxatie and the Client.

3.6. If after sending the offer or after the conclusion of the Agreement, one or more of the price-determining cost factors such as wages, exchange rates, taxes, social or government charges, insurance premiums and the like increase, Von Reth Taxatie has the right to adjust the prices agreed with the Client accordingly. Von Reth Taxatie also has the right to adjust the agreed price if it appears that the details of the objects to be appraised differ greatly from the information known to Von Reth Taxatie at the time of drawing up the quotation.

3.7. Von Reth Taxatie will inform the Client as soon as possible about the adjustment of the price. If the price increase is more than 20% and/or more than EUR 1,000 of the original price, the Client has the right to dissolve the Agreement in writing or by email to Von Reth Taxatie within 7 days after the notification, unless this, given the circumstances of the case, would be manifestly unreasonable. A dissolution under this Article gives the Client no right to compensation for any damages. In case of dissolution as referred to in the previous sentence, Von Reth Taxatie is entitled to compensation if the Agreement has already been partially executed.

4. PERFORMANCE OF THE WORK

4.1. Von Reth Taxatie will perform their activities to the best of their ability and is not obliged to achieve a certain result.

4.2. The Client shall ensure that Von Reth Taxatie has all the information necessary in order to carry out the work commissioned adequately, in the desired form and in a timely manner in the opinion of Von Reth Taxatie. This applies in particular, but not exclusively, to the documents described or referred to in more detail in the order confirmation.

4.3 If the Client fails to provide Von Reth Taxatie with the information necessary to carry out the appraisal in a timely manner, any associated costs will be borne by the Client.

4.4 Von Reth Taxatie will only follow the instructions of the Client if, in the opinion of Von Reth Taxatie, they do not affect the correct performance of the order by Von Reth Taxatie and if they are given before or at the latest at the time of the conclusion of the Agreement.

4.5 Information provided by Von Reth Taxatie to the Client at or after the quotation or order confirmation, whether or not included in prospectuses, catalogues, notifications, advertisements, emails and the like, have the character of an approximate indication and are only binding if expressly agreed.

4.6 Von Reth Taxatie is in no way liable and oblidged if the result obtained by or on behalf of the Client based on the work performed by Von Reth Taxatie deviates in any way from the aforementioned information.

4.7 If a performance of an order could not take place within the specified and agreed period, Von Reth Taxatie shall not be held liable. If the agreed term is exceeded, the Client will never be entitled to (partial) non-fulfilment of any obligation towards Von Reth Taxatie, explicitly including payment obligations. Nor does the Client have any claim to compensation, except in the case of intent or gross negligence on the part of Von Reth Taxatie.

4.8 Von Reth Taxatie is deemed to have obtained permission from the side of the Client to perform the Agreement in parts and to invoice the Client separately for each part of the Agreement.

5. PRICE AND PAYMENT

5.1 Unless explicitly stated otherwise, all prices are stated in Euros and are exclusive of VAT. The prices are exclusive of the costs that are not part of the normal operating costs.

5.2 The Client is obliged to pay the invoice within 15 days of the invoice date, unless otherwise agreed. The costs of payment transactions related to the payment to be made by the Client shall be borne by the Client. The Client must ensure payment of the amount owed to Von Reth Taxatie, without any discount or setoff, unless expressly agreed otherwise in writing. The Client is never entitled to invoke a right to suspend payment obligations towards Von Reth Taxatie. If the Client on the due date has not met their payment obligation, they are immediately in default without notice of default being required. In that case, the Client is liable for all damages suffered and to be suffered by Von Reth Taxatie. In case of failure to pay on time, the Client shall, without a reminder or notice of default, owe interest equal to the statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code on the unpaid part of the principal sum, where a part of the month shall be considered as one month.

5.3 Von Reth Taxatie is entitled to assign their claim for an unpaid invoice to a third party for collection after the expiry of the payment period. All judicial costs as well as all extrajudicial costs to collect the claim of Von Reth Taxatie are for the account of the Client and are set at 15% of the amount due with a minimum of EUR 40.-.

5.4 If an Agreement has been entered into jointly with several Clients, each of the Clients is jointly and severally liable for payment of the full agreed price.

5.5 Non-payment of an invoice amount on the due date results in all claims of Von Reth Taxatie on the Client becoming immediately due and payable, expressly including the claim that is not yet due and payable at that time, without notice, warning or notice of default on the part of Von Reth Taxatie being required. Von Reth Taxatie is entitled to refuse orders from the Client and to suspend the performance of work by virtue of concluded agreements until the moment that the Client has taken care of payment of all amounts due to Von Reth Taxatie.

5.6 The full claim for payment is immediately due and payable if the payment term is exceeded, goods or claims of the Client are seized, the Client is declared bankrupt or applies for a suspension of payment; the Client’s business is taken over, dissolved or liquidated; the Client (natural person) is placed under guardianship, appeals to the Legal Debt Rescheduling Scheme for Natural Persons or dies.

6. SECURITY

6.1. Von Reth Taxatie is at all times entitled, before performing the agreed work, to demand, at their discretion, that the Client either pays the agreed compensations in advance, or that the Client provides a security deemed acceptable in the banking sector, such as an irrevocable bank guarantee for the fulfilment of all that Von Reth Taxatie has or will have to claim from the Client under the terms of the Agreement or on any other grounds. If the Client does not comply with a request for security within the set period or with any other obligation that rests on the Client by virtue of the law, Agreement or these General Terms and Conditions, then the Client, without any form of notice of default being required, is legally in default.

6.2. If there is reasonable doubt and/or well-founded concern on the part of Von Reth Taxatie about timely payment by the Client, Von Reth Taxatie is entitled to suspend their work, or if their work is finished and has resulted in reports or advice, to keep the relevant documents until the Client has provided adequate security for the payment of the agreed amount, increased by the damages caused by the delay. The Client is liable for the damage suffered by Von Reth Taxatie as a result of this delay.

7. NON-ATTRIBUTABLE SHORTCOMING (force majeure)

7.1. Force majeure, however caused, which in any case includes illness among the indispensable personnel of Von Reth Taxatie and among the third parties engaged by Von Reth Taxatie, acts of war, threat of war, riots, fire, strike, government measures, company lock-out, (technical) business disturbances, etc., entitles Von Reth Taxatie, at their discretion, either to exceed the agreed period of execution of the work or to dissolve the agreement entered into with the Client, without Von Reth Taxatie being obliged to pay any compensation in this respect. If the situation of force majeure lasts longer than three months, both parties are entitled to dissolve the Agreement by means of a statement to that effect, in which case Von Reth Taxatie will not be liable to pay any compensation.

7.2. If at the time of dissolution as a result of this Article, part of the Agreement has already been performed by Von Reth Taxatie, the Client is obliged to pay for that part of the work already performed with due observance of the agreed price, plus any costs already incurred by Von Reth Taxatie.

8. DISSOLUTION

8.1 The Client is entitled to cancel an agreement before Von Reth Taxatie commences performance of the Agreement, provided they compensate Von Reth Taxatie for the damage they suffer as a result, subject to a minimum of 10% of the order price. Such damage shall be deemed to include any losses and loss of profit suffered by Von Reth Taxatie and, in any case, any work that Von Reth Taxatie has already carried out in preparation for the Agreement. Once an order has started, cancellation is no longer possible. In that case, the Client is obliged to pay the full agreed compensation, even if the full execution of the order or any partial orders are no longer desired. Section 7:408 subsection 2B of the Dutch Civil Code does not apply. Cancellation of the continuing performance agreement by the Client is only possible with due observance of a notice period of 6 months.

8.2 Von Reth Taxatie is at all times entitled to cancel the Agreement between the parties, in any event if, in their opinion, the relationship with the Client gives cause to do so, if outstanding invoices are not paid within the applicable term of payment and if Von Reth Taxatie is dependent on the cooperation of third parties who, for any reason, are unable to provide such cooperation, or are unable to do so on time, in order to carry out the work commissioned.

8.3 Von Reth Taxatie is entitled in the event of improper or untimely fulfilment of the Client’s obligations, as well as in the event that the Client applies for suspension of payment or is declared bankrupt at their own request or at the request of a third party, or is admitted to the Debt Rescheduling Scheme for Natural Persons, or if their goods are seized in any way, or if the Client loses the right to dispose freely of their assets or parts thereof in any other way, or if the Client ceases or threatens to cease their business, or approaches their creditors within the framework of a debt rescheduling/payment arrangement, or if Von Reth Taxatie can reasonably assume that any of the situations referred to above will arise in the very near future and informs the Client thereof in writing or by email, in order to suspend any further performance of the work and to dissolve any Agreement concluded with the Client in whole or in part by simply notifying the Client in writing, without prejudice to Von Reth Taxatie’s rights, such as the right to full compensation.

9. COMPLAINTS

9.1. Failure to accept the agreed work does not release the Client from their payment obligation towards Von Reth Taxatie.

9.2. Complaints about quality, the way in which the work was carried out or about the rate application will only be dealt with by Von Reth Taxatie if they are submitted to Von Reth Taxatie by the Client in writing or by email within 8 calendar days of receipt of the invoice, in which case the Client will state the time at which the work was carried out, the nature of the work carried out and a description of the complaint.

9.3. Complaints about the work performed may not affect the work performed previously. Von Reth Taxatie is not obliged to deal with a complaint as long as the Client leaves any invoice for the work performed unpaid. If the complaint relates to aspects arising from or related to information or specifications provided by the Client, Von Reth Taxatie is not obliged to deal with the complaint, in view of the limitation of liability set out in Article 10.

10. LIABILITY

10.1. Von Reth Taxatie is not liable for any damage, by any name or on any grounds, unless and in so far as Von Reth Taxatie’s liability in this respect is insured. Not being liable for any loss or damage includes loss or damage caused by the use of the work performed or by the unsuitability of the work for the purpose for which it was performed, unless this has been guaranteed by Von Reth Taxatie in writing. Nor is Von Reth Taxatie liable if the Client is of the opinion that Von Reth Taxatie should have given advice, while Von Reth Taxatie has failed to give such advice. Nor is Von Reth Taxatie liable for the damage, loss or destruction of objects, materials, image or text data, in any form, that have been made available to Von Reth Taxatie by the Client. Nor is Von Reth Taxatie liable for the way the Client uses the work performed by Von Reth Taxatie.

10.2. The provision contained in the first paragraph does not apply in the event of demonstrable intent or deliberate recklessness on the part of Von Reth Taxatie.

10.3. The Client is expressly obliged to indemnify and hold Von Reth Taxatie harmless from and against any claims by third parties in connection with or relating to damage for which Von Reth Taxatie is not liable.

10.4 In all cases in which Von Reth Taxatie is entitled to invoke the provisions of paragraph 1, any employees and assistants who may be called upon to do so may also invoke these provisions, as if they had been stipulated by the employees and assistants concerned.

11. DISPUTES

11.1. All disputes that may arise between Von Reth Taxatie and the Client in connection with the execution of the agreements, quotations, orders, etc. governed by these General Terms and Conditions shall be settled by the District Court of Oost-Brabant.

11.2. All information, in the broadest sense of the word, provided by Von Reth Taxatie to the Client in preparation for or during the collaboration shall be deemed to be strictly personal and confidential.

11.3 If negotiations do not result in an agreement, the Client is obliged to observe the highest degree of confidentiality with regard to the information, which they may not disclose to third parties. In addition, the Client will not be entitled to use the information already supplied by Von Reth Taxatie in any way, and the Client must return all information to Von Reth Taxatie and destroy any copies made.

12. FILED TERMS AND CONDITIONS

12.1. These General Terms and Conditions have been filed with the registry of the District Court of Oost-Brabant and shall take effect on 2 April 2016. They will replace all previous terms and conditions from that date.