CMOGC General Terms And Conditions

ARTICLE 1 - DEFINITIONS

For the interpretation of the present terms and conditions, the following terms shall have the following meanings:

• “Client”: the party at whose request or in whose name CMOGC provides services;
• “Assignment”: everything that is mentioned in article 2.1 (a) through (e);
• “Services”: the services described in the assignment confirmation or any other communication between CMOGC and the Client;
• “Agreement”: the assignment confirmation issued by CMOGC or any other communication between CMOGC and Client from which there adequately appears a meeting of minds with regard to the “Services” to be provided. The present terms and conditions constitute an integral part of the Agreement.
• “Compensations”: the fees and costs charged by CMOGC to the Client, possibly increased by applicable taxes, including the value-added tax, with all costs that are advanced (including costs relating to the making of copies, travel and hotel expenses, etc.) and the office expenses, which will be calculated as a proportion of the fees charged;
• “Report”: any report or any declaration drawn up by CMOGC in accordance with the instructions of the Client;

ARTICLE 2 - APPLICABILITY OF THE CMOGC GENERAL TERMS AND CONDITIONS

Article 2.1

Unless expressly agreed otherwise in writing, the present terms and conditions are applicable to:

• All Agreements concluded with CMOGC;
• All Services provided by CMOGC;
• All products or goods delivered by CMOGC;
• All offers and price lists issued by CMOGC;
• Everything deriving from or relating to the aforementioned Agreements, Services, works, products or goods, offers and price lists, such as future agreements or amended agreements;

Article 2.2

In case of inconsistencies between the present terms and conditions and those of the Client, the present terms and conditions shall have priority to the exclusion of the Client’s general terms and conditions. If there should be any inconsistencies between the Dutch version and a translation of these terms and conditions, the Dutch version shall have priority.

Article 2.3

Should CMOGC depart from any provision in the present terms and conditions, the other provisions shall remain in full force. If a provision of the present terms and conditions should prove to be invalid or unenforceable, the other provisions shall remain in full force. The invalid term or condition shall be replaced by a provision coming closest to the intention of the parties.

ARTICLE 3 - PERSONAL APPLICATION OF CMOGC GENERAL TERMS AND CONDITIONS

The present general terms and conditions are drawn up for the benefit of:

• CMOGC including its current and former employees, directors, members of the management and all persons who work for CMOGC in whatever capacity;
• All third parties who are called upon by CMOGC in the performance of the Assignment;
• Anyone by whose acts or omissions CMOGC is or shall be held liable;
• All possible legal successors of the persons mentioned under a-c above;

ARTICLE 4 – SERVICES, ACCEPTANCE AND COMMENCEMENT

Article 4.1

All Assignments are exclusively accepted and performed by CMOGC (or any other person at the instruction of CMOGC in accordance with article 3), even if it is the explicit or implicit intention of the Client that the Assignment be performed by a specific person. The Client acknowledges that the description and the scope of the Services suffice in order to satisfy its needs. CMOGC is authorised to proceed at the instructions of the Client’s employees and mandatories.

Article 4.2

An Assignment attributed to CMOGC shall only be regarded as having been accepted by CMOGC when this is confirmed in writing by CMOGC or when CMOGC has begun with the performance of the Assignment.

Article 4.3

The performance of the Assignment commences on the date mentioned in the assignment confirmation or otherwise agreed in writing. If this date is modified at the Client´s request and subject to the approval of CMOGC, CMOGC reserves the right to charge additional Compensations in order to cover additional expenses and/or expenditures.

Article 4.4

CMOGC is not responsible for any lack of advice or explanation relating to matters falling outside the specifications of the Assignment (as mentioned in the assignment confirmation or in any other document whatsoever). If the specifications of the Assignment are insufficient or if the scope of the Services is unclear, the Client itself must immediately report this to CMOGC so that the specifications of the Assignment can be modified.

ARTICLE 5 – SOUND AND TIMELY INFORMATION PROVIDED BY THE CLIENT

Throughout the period that the Assignment is being performed, the Client shall provide all data and information necessary for the performance of the Assignment free of charge to CMOGC. CMOGC is entitled to trust that this information is complete and accurate. The Client guarantees that all of the information and data provided are correct and complete. CMOGC has the right to suspend the commencement and/or the performance of the Assignment in order to verify the correctness of the information and data provided. In any event, CMOGC may not be held liable for any harm if it is attributable to incomplete, incorrect and/or untimely - provided information and/or data.

ARTICLE 6 – PERFORMANCE OF THE ASSIGNMENT

Article 6.1

In performing the Assignment, CMOGC shall use the appropriate competence and care that can be reasonably expected of a good service provider in similar circumstances.

Article 6.2

The performance of the Assignment takes place for the account and at the risk of the Client.

Article 6.3

CMOGC has the right to take all steps which, in its judgement, are useful for the performance of the Assignment.

Article 6.4

With a view to the performance of the Assignment, CMOGC has the right to call upon third parties on a subcontracting basis. When choosing the third parties, CMOGC must apply all the care of a good service provider in the making of this choice.

Article 6.5

CMOGC is authorised, either in its own name or on behalf of the Client, to conclude agreements with third parties with a view to the performance of the Assignment with acceptance of the standard terms and conditions applied by these third parties, even if such standard terms and conditions contain a provision that completely excludes the liability of the third party or which (to a large extent) limits the liability, or a provision on jurisdiction (whether or not arbitral), or a choice of law clause and/or a warranty clause. CMOGC is entitled to invoke the terms and conditions of the third party against the Client.

Article 6.6

The third parties called upon by CMOGC shall perform their assignments for the account and at the risk of the Client. CMOGC is not liable or responsible for the shortcomings of third parties, nor is CMOGC liable or responsible for the equipment used or to be used by CMOGC or by third parties that does not function (or does not do so correctly). This exclusion of liability for shortcomings and equipment includes - but is not limited to - software, databases, registers or other things. If CMOGC could be held liable for this, its liability is limited, in particular in accordance with article 11. iv).

ARTICLE 7 – CHANGES AND VARIATIONS

Any reasonable request to change or expand the Assignment will be studied by CMOGC. Such a change or expansion can have an impact on the scope of the Compensations and the performance period. If practically feasible, a change or expansion of the Assignment shall be agreed in advance in writing. If not practically feasible, the changed and/or expanded assignment shall be performed in accordance with the standard terms and conditions applied by CMOGC. CMOGC has the right to refuse to change or expand the Assignment for its own reasons, such as a lack of time or competency in a particular area. Such refusal shall have no impact on the original Assignment.