General sales and invoicing conditions VD&P Overnamepartners BVBA

1. These general sales and invoicing conditions are applicable for VD&P Overnamepartners BVBA, with registered company premises at B-9000 GHENT, Congreslaan 25, RPR Ghent (Department Ghent), CN 0875.037.295 (hereafter “VD&P Overnamepartners”), as well as its legal successors.
2. VD&P Overnamepartners is specialized in bringing together and prospective buyers of companies. For the of these “search” orders the present conditions are applicable and/or any guidance proposals agreed between VD&P Overnamepartners and the client.
3. VD&P Overnamepartners VD&P Overnamepartners will make every effort to bring the assignments entrusted to its care to a successful conclusion, and this within the existing legal and regulatory framework and within the limits of the relevant ethical and deontological norms. In this respect, the services provided by VD&P Overnamepartners are based solely on a ‘best efforts’ obligation, since VD&P Ovenamepartners does not undertake assignments with a ‘results’ obligation.
4. All details and information provided to VD&P Overnamepartners by the client is at the client’s own strict liability. The client is responsible for the completeness and the accuracy of all information given to VD&P OVernamepartners, in whatever form it is provided.
5. Within the framework of an assignment, the client undertakes to lend his/her full cooperation to VD&P Overnamepartners and to provide all information necessary to implement the said assignment in a correct manner. In addition, the client will refrain from taking any actions that might hinder VD&P Overnamepartners in the proper performance of its tasks.
6. Except in cases of deliberate or serious error, VD&P Overnamepartnerscannot be held liable for any damage or loss that may result from or may be related to its implementation of the assignment. Likewise, VD&P Overnamepartnerscannot be held liable for any damage or loss that may be caused by third parties, including those who VD&P Overnamepartners may have appointed or recommended, nor can VD&P Overnamepartners be held liable for any indirect damage or loss, consequential damage or loss, or damage or loss caused by force majeure.In all cases, the liability of VD&P Overnamepartners will be restricted to its written advice and the total liability of VD&P Overnamepartners cannot exceed the fee that it has received from the client for the execution of the assignment.All complaints must be referred immediately to VD&P Overnamepartnersby a registered letter addressed to the company’s registered premises. In no case can VD&P Overnamepartners be held liable after a period of six months has expired following the facts or the negligence that is claimed to have led to the damage or loss.
7. The calculation of the fee for the services provided by VD&P Overnamepartners will be based either on the number of hours work on the assignment multiplied by the previously agreed hourly rates (which can vary and be adjusted, depending on the seniority and the specializations of the personnel involved) or on a fixed or variable success fee (dependent on the transaction amount and usually a proportion of it), or on a combination of both, and this in function of the type of assignment and the competencies it involves, for which a minimum fee may be set. A pricing proposal can be requested from VD&P Overnamepartners by e-mail to: secretariaat@vdp.be.
8. VD&P Overnamepartners may ask before the start of the assignment or during its implementation for the payment by the client of one or more advances or ‘retainers’, either in the form of a fixed sum or based on an hourly rate. In principle, any retainers received will be deducted from the total amount invoiced on completion of the assignment. For assignments based on a success fee, any retainers received will be definitively acquired by VD&P Overnamepartners in the event of the non-realization of the transaction.
9. In principle, the services provided by VD&P Overnamepartners will be invoiced monthly or, if so agreed, in the relation to the progress of the assignment. Services provided during the course of a particular month or period can, where appropriate and within the legally prescribed limits, be invoiced in a subsequent month or period. In addition to the agreed fee for the services provided, all additional costs incurred or borne by VD&P Overnamepartners on behalf of the client will be invoiced to the client, including all directly and specifically contracted third-party costsnecessary for the execution of the assignment.
10. All invoices are payable in Ghent to the registered premises of VD&P Overnamepartners within eight days of the invoice date and without any financial or other discount. Complaints relating to invoices will only be admissible if they are notified by well-motivated registered letter to the registered premises of VD&P Overnamepartners within eight days of the invoice date. After this period, the invoice will be regarded as definitive, which excludes the possibility of a complaint being made at a later date. In the event that invoices are not paid promptly, default interest will be charged by right and without formal notice at a rate of 1% for each month started after the expiry date, and this until the date on which complete payment of the invoice in question is made. In addition, a fixed-sum indemnity amounting to ten percent (10%) of the amounts due will be charged, with a minimum of five hundred euros (€ 500).
11. In the event of non-payment of an invoice by its expiry date, the amounts due on any other outstanding invoices to the same client become immediately payable, even if the invoices in question have not yet reached their own expiry date.
12. VD&P Overnamepartners is entitled by right and without formal notice to suspend or terminate any current assignments in cases where the client has not fulfilled his/her contractual obligations, including the terms set down in these general sales and invoicing conditions, or has failed to pay invoices correctly and on time, or in cases involving the insolvency, bankruptcy, liquidation, dissolution or any other change in the legal situation of the client.
13. The intellectual property rights belonging to VD&P Overnamepartners or which arise in the course of the implementation of the assignment will be the exclusive property of VD&P Overnamepartners, unless otherwise agreed in writing. The implementation of assignments will in no case involve the transfer of intellectual property rights. Without the explicit permission of VD&P Overnamepartners, nothing relating to an assignment can be reproduced, published or made public, unless otherwise agreed.
14. All disputes relating to these conditions, an invoice or the services provided will fall exclusively under the jurisdiction of the courts and tribunals in the legal district of Ghent and will be settled subject to the provisions of Belgian law.
15. The above conditions take precedence over any other conditions of the client and are applicable to all assignments, even within the framework of a permanent business relationship, unless an objection is registered within eight days of first receipt. Unless otherwise agreed, these conditions are also applicable on all future relations between the parties. The conditions are deemed to have been drawn up at the registered company premises of VD&P Overnamepartners.
16. If one of the above provisions or part of a provision is declared to be inapplicable or legally null and void, this will have no effect on the continued applicability of all the remaining provisions.