6. General terms and conditions CHRISTOPHER LINCOLN & PARTNERS (“CL&P”)
Article 1: general
1.1 These general terms and conditions form part of all contracts for services, pertaining to the performance of work by CL&P, of all ensuing and / or related agreements between the client and CL&P or their legal successors, as well as all offers and / or quotations made by CL&P.
1.2 The applicability of general terms and conditions of the client is rejected by CL&P.
1.3 Any stipulations deviating from these terms and conditions are only valid if and insofar as CL&P has confirmed these explicitly and in writing to the client.
1.4 If any clause forming part of these general terms and conditions or of the agreement should be null and void or destroyed, the agreement will remain in force and the relevant clause will be replaced forthwith in consultation between the parties by a clause that states the tenor of the original clause as closely as possible.
Article 2: data and information
2.1 CL&P is only obliged to (further) perform the commission if the client has provided the data and information required by CL&P, in the form and in the manner as established by CL&P. Additional costs incurred because the client has not provided the required data or information, or has not provided it on time or properly, will be borne by the client.
2.2 The client is obliged to immediately inform CL&P of facts and circumstances that may be important in connection with the performance of the commission.
2.3 The client guarantees the correctness, completeness and reliability of the data and information provided by or on behalf of him to CL&P.
Article 3: execution of the commission
3.1 CL&P determines the way in which and by whom the assignment will be carried out, but takes into account the wishes expressed by the client as much as possible.
3.2 CL&P will carry out the work to the best of its ability and with the utmost care; However, CL&P cannot guarantee the achievement of any intended result.
3.3 Timeframes within which work must be completed are only strict deadlines if this has been agreed in writing.
Article 4: confidentiality
4.1 CL&P is obliged to keep the data and information provided by or on behalf of the client confidential from third parties who are not involved in the execution of the assignment. This obligation does not apply insofar as CL&P has a legal or professional obligation to disclose or if the client has released CL&P from the duty of confidentiality.
4.2 Furthermore, if CL&P acts on its own behalf in disciplinary, civil or criminal proceedings, CL&P is entitled to use the data and information provided by or on behalf of the client as well as other data and information of which CL&P has taken cognizance in the performance of the assignment, insofar as these might be imperative in the opinion of CL&P.
4.3 With the exception of explicitly written permission of CL&P, the client is not permitted to disclose or otherwise make available to third parties the content of advice, opinions or other expressions of CL&P, whether or not in writing, unless stated otherwise in the agreement, to obtain an expert opinion on the relevant activities of CL&P, the client has a legal or professional obligation to disclose, or if the client acts for himself in disciplinary, civil or criminal proceedings, and use of data or information provided by CL&P in its reasonable judgment may be relevant.
Article 5: honorarium
5.1 The client owes CL&P a fee and reimbursement of costs incurred in accordance with a written agreement between the client and CL&P or in accordance with CL&P’s usual rates, calculation methods and working methods.
Article 6: payment
6.1 Payment must be made without any deduction, discount or settlement, in a currency to be determined by CL&P by agreement in favor of CL&P with monies collected on behalf of the client or deposit or transfer to the bank account indicated on the invoice within fourteen days of the invoice date, at failure of which the client is in default.
6.2 If the client is in default, without prejudice to CL&P’s remaining rights, all claims of CL&P on the client are immediately and fully due and payable, even if the payment term has not yet expired.
6.3 All extrajudicial costs that CL&P has had to incur in connection with the collection of a claim against the client are for the account of the client.
6.4 All costs that CL&P has had to incur in connection with judicial proceedings against the client are for the account of the client, also insofar as these charges exceed the judicial legal fees, unless CL&P is ordered to pay the costs as the losing party.
6.5 Payments from the client will be used to deduct the successive costs for the account of the client as referred to in paragraph 4, the costs for the account of the client referred to in paragraph 3, the statutory interest that has appeared, the current statutory interest and the principal sum, regardless of whether the client has designated a different order.
6.6 CL&P reserves the right – even during the execution of a commission, if the financial position or the payment history of the client in CL&P’s opinion gives cause for this – to require full or partial advance payment and / or provision of security from the client, CL&P is entitled to suspend the fulfillment of its obligations if a client is in default.
Article 7: complaints
7.1 A complaint with regard to work performed or the invoiced amount must, under penalty of forfeiture of all claims, be made within 14 days after the date of dispatch of the documents or information about which the client claims, or, if the client demonstrates that he could not reasonably have discovered the defect earlier, must be notified in writing to CL&P within 14 days of the discovery of the defect.
7.2 A complaint does not suspend the client’s payment obligation, unless CL&P has indicated to the client in writing that it considers the complaint to be well-founded.
Article 8: liability
8.1 Any liability of CL&P is limited to the amount entitled in the professional liability insurance taken out in the case in question.
8.2 When engaging third parties, CL&P will always exercise due care. CL&P is not liable for damage resulting from shortcomings of third parties.
8.3 The client is obliged to indemnify CL&P against all claims from third parties arising from or related to the activities of CL&P on behalf of the client.
Article 9: choice of law and forum
9.1 The designated jurisdiction of St. Maarten applies to all agreements between CL&P and the client.
9.2 Disputes will be submitted to the competent authority of the court of Rotterdam, the Netherlands, unless the law determines otherwise.
(Version: December 28, 2020)
