GENERAL CONDITIONS HORECA ADVICE PARTNERS

GENERAL CONDITIONS HORECA ADVICE PARTNERS

  1. Contractor

Contractor is the partnership HORECA ADVICE PARTNERS, hereinafter also referred to as "HAP", having its registered office in Amsterdam, having its registered office in Badhoevedorp, at Nieuwemeerdijk no. 297, 1171 NS Badhoevedorp, as well as at the address of any branch offices registered with the Chamber of Commerce under number 69601895.

  1. Client

Client is the natural or legal person who has given written instructions to HAP to perform work (services) in accordance with the service contract signed by both parties (“OTD”), in which form the precise nature and scope of the agreements agreed between parties work has been worked out. The provisions included in the OTD are, in addition to the Appendix “Rates Horeca Advies Partners” attached to these general terms and conditions, an integral part of the agreement between HAP and the Client.

  1. Applicability of general terms and conditions

These general terms and conditions of HAP, including the aforementioned appendices, apply to all work carried out by HAP or its employees or engaged third parties for and on behalf of clients (hereinafter referred to as "the client") . 

  1. Execution of the assignment

HAP ensures that the assignment is carried out in accordance with the requirements of care and quality that must be met. The execution of the assignment takes place on the basis of an effort obligation.

  1. Rates

For the rates applied by HAP, reference is made to the attached appendix “Rates for Horeca Advice Partners”.

  1. Payment term

Invoices must be paid in Euro to the bank account designated by HAP within the term indicated on the invoice, but no later than 7 days after the invoice date, without discount or settlement. Payments are deducted from the oldest outstanding invoice.

  1. Dispute of the claim

If, in the opinion of the client, the fee charged by the contractor, or the costs charged, is (is) incorrect, the client must notify HAP thereof in writing as soon as possible after receipt of the invoice, but no later than within the payment period. and to state the reasons for it.

  1. Payment default

If the invoice is not paid within the payment period, the client is legally in default of payment, without a reminder or notice of default being required. In the event of payment default, HAP - without prejudice to its right to payment - is entitled to suspend or terminate the provision of further services.

  1. Interest and collection costs

In the event of default of payment, HAP has the right from the due date up to the date of full payment to a default interest on the due and payable amounts of 1% per month or part of a month. In addition, HAP is entitled to reimbursement of the judicial and extrajudicial collection costs.

The extrajudicial costs are understood to be the reasonable costs for obtaining extrajudicial payment, or other reasonable costs that qualify for compensation as capital damage within the meaning of Section 6:96 of the Dutch Civil Code.

  1. Liability

If HAP should be liable, this liability is limited to what is arranged in this provision.

HAP is not liable for damage, of whatever nature, caused by HAP relying on incorrect and/or incomplete information provided by or on behalf of the Client.

If HAP should be liable for any damage, then HAP's liability is limited to a maximum of the invoice value of the service order with a maximum of € 250.000, at least to that part of the service order to which the liability relates.

HAP's liability is in any case always limited to the amount paid out by its insurer, where appropriate, plus the applicable deductible.

Hap is liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.

The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of HAP and/or its partners or its manager and/or subordinates.

  1. Applicable law and choice of forum

The legal relationship between HAP and the Client is governed by Dutch law. All disputes will be settled exclusively by the competent court in Amsterdam. In the event of a dispute, the Dutch text of these general terms and conditions applies.

  1. These general terms and conditions can be consulted at all times on the HAP website https://hap-horecamakelaardij.nl/algemene-voorwaarden/ Version 2021.01

APPENDIX RATES HORECA ADVICE PARTNERS (version August 2018)

General
1. The provisions and rates referred to in this appendix apply to and form an inseparable part of the agreement for services (“the Assignment”) between the client and Horeca Advies Partners (“HAP”), on which the General Terms and Conditions of Horeca Advies Partners apply. The rates stated in this appendix are applicable insofar as not expressly deviated from in the Assignment for Services (“OTD”).
2. All the brokerage and other rates stated below are exclusive of statutory turnover tax / VAT.
3. The hourly rate for services is € 150 (if an hourly rate has been agreed or as appropriate).
4. The fee payable for the suspension or withdrawal of an ongoing service assignment is equal to 10% of the brokerage fee (calculated on the basis of the most recently used asking price), but amounts to at least € 2.500.

Rates for buying and selling
5. In the case of agreements for the purchase and sale of immovable property, in the event of sale, the commission is calculated on the relevant purchase price in the manner as determined in Brokerage rates point 1 and in the case of purchase, the commission calculated on the relevant purchase price in the manner as determined in Brokerage rates point 4, in both cases with due observance of the rules set out below.
6. The purchase price is understood to mean the amount that the buyer and sellers agree as such. No commission is charged on the costs and rights that fall on the transfer (such as transfer tax, notarial costs and cadastral fees). If turnover tax is owed on the purchase price or is included in the purchase price, the commission will also be calculated on the amount of the turnover tax, unless the buyer is entitled to deduct the turnover tax.
7. If there is a longer period than 4 months between the period when the purchase agreement becomes irrevocable and the delivery date, the broker is entitled to submit the commission bill to the client after 2 months after the purchase agreement becomes irrevocable. The buyer must pay the invoice within the set payment term.
8. If, in an agreement of purchase and sale, the selling price consists of an annuity payment, the brokerage fee is calculated on the value assigned to the immovable property in order to calculate the transfer tax due.
9. For immovable property under construction or to be built, is the brokerage fee calculated on the agreed purchase amount? and contract price together or the expected building sum or construction costs as shown in the agreement; all this, including turnover tax, unless the buyer is entitled to deduct the turnover tax.
10. In the event of the purchase and sale of a right of leasehold, or of a building on leasehold land, the commission is calculated on the purchase price, increased by an amount equal to ten times the periodic annual fee. If there is no ground rent, the client and broker can agree that the brokerage fee will be increased by an amount to be agreed upon.
11. When buying and selling apartment rights, the commission is calculated on the purchase price of the apartment right.
12. When purchasing and selling membership rights in a cooperative for the exploitation of immovable property or shares in undivided properties, the commission is calculated on the purchase price of the relevant membership right or share, without deduction of the share in a possible mortgage loan.
13. In the case of the purchase and sale of shares in a public or private limited company, the commission is calculated on the traded fraction in the sales value of the (imm) movable property of the company, but at least on the book value of the relevant movable and / or or immovable property, stated on the takeover balance sheet determined upon delivery of the shares, without deduction of the liabilities and / or equity on the same takeover balance sheet.
14. Agreements are equated with purchase and sale:

  • from barter; of lease purchase; of purchase and sale on installment; of purchase and sale that do not or do not automatically include the obligation to transfer ownership (economic transfer);
  • to establish the right of leasehold or building on the understanding that the brokerage fee is calculated as follows: in the event of an exchange purchase over the joint value of the immovable property involved;
  • in the case of hire-purchase and purchase and sale on installment and in the event of a purchase and sale that is not or not automatically required for the transfer of ownership, over the purchase price;
  • when establishing a leasehold or building right over ten times the agreed periodic fee on an annual basis, or the agreed lump sum payment.

15. If movable property (in the form of furniture, upholstery, interior and inventory) or property rights / intangible assets (for example goodwill) are sold, or property rights such as damages, registrations, contributions and / or claims are transferred to third parties then if such rights are agreed between the parties towards each other, the brokerage fee will be charged on the entire purchase price of these goods and property rights, as stated in Courtage rates point 2.
16. Articles 15, 6 and 13 also apply to Article 14, whereby “movable” should be read instead of “immovable”. In that case, it should be added to Article 14 that the lease (lease) agreement is also equated with purchase and sale.

Rates for rent and rental
17. In the case of lease and lease agreements, the commission will be calculated on the rental sum, both for lease and lease, in the manner determined in the Brokerage rates under 3 and with due observance of the other rules stated below.
18. Rent is understood to mean the performance that the tenant and landlord agree as compensation for the sole enjoyment of the immovable property for the first rental year. If turnover tax is owed on the rent or is included in the rent, the commission is also calculated on the amount of the turnover tax, unless the tenant is entitled to deduct the turnover tax. If, pursuant to the agreement, a different amount will be owed in rent in any subsequent year than in the first rental year and this amount is already established when the agreement is concluded, the total of those amounts will be taken into account for the calculation of the commission, divided by the number of years to which they relate.
19. The following are equated with contracts for rent and lease:

  • lease agreements;
  • other similar agreements, such as leasing;
  • agreements concerning a real right of use or occupation;
  • agreements for use;
  • rent exchange agreements;

20. In the event of re-hiring, the brokerage fee amounts to three quarters of the amount due under Article 17. Re-letting is understood to mean the conclusion of a new lease agreement between the same parties with regard to the same object, for a period consecutive to the current lease period.
21. If movable property (such as furniture, furnishings, inventory) or property rights (such as goodwill) are rented or let, the brokerage fee will also be charged on the rent agreed for these items. If the goods are also bought and / or sold or property rights are transferred to third parties, the commission will be calculated as stated under point 2 of Brokerage rates.
22. If the client and the broker have agreed to provide services for the sale of the immovable property, commission will also be payable by the client if it is decided to lease the immovable property. If the client and the real estate agent have agreed on services for the rental of the immovable property, commission will also be payable by the client if it is decided to sell the immovable property.
23. If the broker has a candidate for the object that is reasonably acceptable by the client (without reservations and measurable at the bottom price and / or expected yield of the broker) and the client decides not to sell or rent out at that time, then he owes the broker 75% of the commission, with a minimum of € 2.500 excluding VAT.

Rates for valuation
24. The client owes a fee according to the rate stated in the following articles.
25. If the assignment given goes further than the usual, then a fee is owed for the more far-reaching services, calculated in accordance with the criteria of Article 2. A more far-reaching assignment is, among other things, if the valued must be described or measured extensively, market data. must be presented and analyzed, the value assessment must be explained in more detail, the value found must be justified by means of one or more methodologies, calculations must be made with regard to the probable costs associated with the maintenance condition or renovation, considerations must are given about various uses or future expectations.
26. Unless Article 27 or 28 applies, the rate is calculated based on the appraised value according to points 5 to 10 of the Brokerage Rates.
27. When appraising the rental value, the rate is calculated based on the appraised rental value on an annual basis in accordance with point 7 of the Brokerage rates. If, in the context of such a valuation, an assessment is carried out against standards set by the government, the rate in connection with the related activities may be increased by a fee in accordance with Article 2 for those activities.
28. When assessing the rebuilding value, whether or not in connection with article 7: 960 BW (Former article 275 of the Commercial Code), the rate is equal to article 26 stated. If the valuation requires more time, attention or effort in relation to the usual course of events, an additional amount may reasonably be agreed in this respect.
29. The rate is charged per lot. However, if the parcels form a complex, or can they be equated with one another because of their relative location, they are considered to form one parcel for the purpose of calculating the rate.
30. When appraising the value of a share in an immovable property, the rate is calculated based on the appraised value of the entire immovable property.
31. When appraising the value of an apartment right or a membership right of a cooperative, the rate is calculated based on the appraised value of that apartment right or membership right.
32. When appraising the value of buildings on leasehold land or the right of leasehold (whether or not with the rights of the leaseholder on the buildings), the rate is calculated on the appraised amount, increased by the amount equal to ten times the applicable canon on an annual basis. If there is no ground rent, the client and broker can agree that the rate will be increased by an amount to be agreed upon.
33. In the event of a valuation pursuant to an assignment given to several brokers, the rate will be charged by each broker.
34. If the engagement relates to more than one type of value, or if the requested value judgment requires the assessment of other types of values ​​as well and these assessments are stated in the report, the rate will be calculated in accordance with the highest outcome of the rate calculation over the different values. The rebuilding value is not taken into account. In the case of a valuation for a loan under a mortgage, the rate is calculated according to the private sale value, unless this is lower than the forced sale value.
35. In the event of a revaluation within three years (in the case of a valuation for the annual accounts within five years), 65% of the rate (with a minimum of € 950) will be charged.
36. If an assignment is withdrawn before it has been performed, a fee is due for the work already performed, calculated in accordance with the standards of article 2.
37. Disbursements are charged. The same is done with regard to the journey made? and accommodation costs.
38. An advance invoice is sent for the performance of valuation and advice work. The valuation work will start as soon as the amount has been credited to our account.

COURTAGE AND OTHER RATES HAP Horeca Advies Partners

Our standard rates are available upon request and are an integral part of our terms and conditions.