GENERAL TERMS AND CONDITIONS

These general terms and conditions are applicable to the services of Registered Brokers and Registered Appraisers through membership of the Dutch Federation of Certified Appraisers, Brokers and Auctioneers in Movable Assets (Federatie van Taxateurs Makelaars en Veilinghouders in Roerende Zaken – Federatie TMV). These conditions were drawn up on 15 October 2020.

Article 1 Definitions

In these terms and conditions the following terms are defined as stated below:

Federation: the Dutch Federation of Certified Appraisers, Brokers and Auctioneers in Movable Assets (Federatie van Taxateurs Makelaars en Veilinghouders in Roerende Zaken – Federatie TMV), established in Amsterdam;

-Appraiser: a Member who is enrolled as a valuer in movable goods in the Register of the Federation and to whom the title ‘RT’ is assigned, or the organisation of this Member that applies these General Terms and Conditions;

Broker: a Member who is enrolled in the Register of the Federation as a broker in movable goods and to whom the title ‘RM’ is assigned, or the organisation of this Member that applies these General Terms and Conditions;

Objects: any movable property over which the services of the brokers and Valuers may extend.

Value: the value attributed to movable goods by the Broker or Appraiser.

Client: Any natural person or legal entity that purchases one or more services of a Broker or

Article 2 General provisions

2.1. These General Terms and Conditions are applicable to all offers by and Agreements with the Broker/Appraiser.

2.2. The Broker/Appraiser reserves the right to amend the General Terms and Conditions from time to time without prior notification. The version that is applicable is the set of conditions that is provided or made available prior to entering into the Agreement, and is stated on the website of the Broker/Appraiser at that time.

2.3. An Agreement between the Broker/Appraiser and the Client comes about after the Client has accepted the offer of the Broker/Appraiser and the Broker/Appraiser has confirmed the Agreement in writing by means of an assignment confirmation. The Agreement comes about in any event once the Broker/Appraiser has begun the implementation of the Agreement with the consent of the Client.

2.4. If an Agreement comes about between the Broker/Appraiser and the Consumer that is concluded remotely, such as via the internet or by telephone, then the following applies:

1. a. for 14 (fourteen) days, to be calculated from the day on which the Agreement is entered into, the Consumer can rescind the Agreement free of charge and without stating reasons. This rescindment must take place in writing (by email or letter) or by means of another unambiguous declaration to the Broker/Appraiser to this effect.
2. b. The Consumer cannot make use of the abovementioned right if: i. the Broker/Appraiser has begun the implementation of the Agreement with his1 consent before the abovementioned period of 14 (fourteen) days has expired, and/or ii. the Consumer has declared that he waives his right of rescindment once the Broker/Appraiser has fulfilled the Agreement.

2.5. The Broker/Appraiser charges a fee for services rendered that he has agreed with the Client, with the addition of VAT.

2.6. Costs that do not form a part of the fee but are connected with the implementation of an Agreement, including travel and accommodation expenses, can be charged to the Client, with the addition of VAT.

2.7. In the case of multiple Clients, each of the Clients is severally liable for the entire fee and the payable costs. 1 For the sake of readability, in these conditions the masculine form (‘he’, ‘him’ etc.) is always used. Where ‘he’ is used, ‘she’ can of course also be understood.

2.8. The Client will provide the Broker/Appraiser with all information that is of importance for the provision of the services. If the Client withholds information or provides incorrect information then the Broker/Appraiser can adjust the fee stated in article 2.5.

2.9. The Broker/Appraiser can – following consultation with the Client – engage assistants and charge on the costs to the Client.

2.10. If an Agreement has been terminated the fee and the costs are immediately payable, unless agreed otherwise in writing between the Broker/Appraiser and the Client. If the Client does not comply with his payment obligations within the period specified by the Broker/Appraiser, then the Broker/Appraiser will charge interest to the Client equivalent to the statutory interest, with the addition of three percent (3%), to be calculated from the expiry of the payment period until the time of payment. All judicial and extrajudicial costs will be borne by the Client, which costs will be determined at 15% of the payable amount with a minimum of €250 (two hundred and fifty Euros), without prejudice to the right to recover the actual costs. The Broker/Appraiser can request prepayment, and settle up in the interim period for the activities carried out.

2.11. The Broker/Appraiser will perform the services to the best of his knowledge and ability and thereby abide by, if applicable, the international valuation standards, without the Broker/Appraiser assuming a performance obligation. The Broker/Appraiser will furthermore comply with the Statutes, Regulations and Protocols of the Federation and adhere to all relevant international and national legislation and regulations. 2.12. The Broker/Appraiser will inform the Client to the best of his knowledge and understanding of the nature, origin, dating, authenticity, source, provenance, value and condition (including information concerning restorations and analyses) of the movable good, and provide a condition report on request. The nature of the movable good can entail that the knowledge thereof can change due to increasing insights. The Broker/Appraiser therefore does not provide any guarantee concerning the information provided or, if applicable, the condition report. 2.13. The Broker/Appraiser is not liable for damage caused by him or by assistants or employees engaged by him in connection with the implementation of an Agreement, unless the damage is caused by wilful misconduct or gross negligence. T

he liability of the Broker/Appraiser will in any event be limited to a maximum of the amount of the fee received. The Broker/Appraiser is under no circumstances liable for trading loss, consequential damage, financial loss and/or indirect damage. The Broker/Appraiser takes care of an adequate liability insurance aansprakelijkheidsverzekering. The Client is responsible for the adequate insurance of the movable goods against common risks including fire, theft, loss and damage, unless expressly agreed otherwise in writing.

2.14. The Broker/Appraiser is not liable for damage as a result of incorrect or incomplete information provided by the Client.

Article 3 Valuation Agreement

3.1. A Valuation Agreement is considered to be entered into for a fixed duration. The Valuation Agreement ends with the Valuation of the movable good and the issue of the findings.

3.2. Unless agreed otherwise, the Broker/Appraiser will issue his findings in a written valuation report. The valuation report will contain the name of the Client, a description of the valued item such that it can be identified, the assessment/establishment of the value, the valuation concept applied, the aim of the Valuation, the date on which it was carried out and, where necessary, an indication of special circumstances that have been taken into account.

3.3. The Valuation will be exclusively carried out for the Client. Only the Client can derive rights from it. Third parties therefore cannot derive any rights from the Valuation for the benefit of the Client.

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Article 4 Agreement for Mediation by the Broker

• 4.1. A Mediation Agreement is considered to be entered into for a fixed duration, unless expressly agreed otherwise. The Mediation Agreement is terminated by: a. establishment of the intended Agreement; b. rescindment by mutual agreement; c. withdrawal by the Client or return by the Broker of the movable good subject to mediation. 4.2. If an instruction for Mediation is bound to a specific period, the Agreement is terminated by the expiry of this period.

• 4.3. A Mediation Agreement can include, among other things: a. discussion of and advice concerning the possibilities of coming to an agreement in connection with movable goods; b. the assessment of the condition, quality and value of the movable goods; c. advice on any specific applicable legislation or regulations in connection with the movable goods, including for example any application of resale right, natural law, inheritance law or a margin scheme; d. the holding of negotiations by the Broker. e. guidance and advice during and after the closure of an agreement.

• 4.4. The Client will not hinder the Broker in the performance of his duties and will not make use of the services of others than the Broker, and will not enter into any agreements in connection with movable goods with others than the Broker without the involvement of the Broker, or hold any negotiations to this end. A Client who acts in contravention of this is liable to pay the full fee and the costs, regardless of whether an agreement comes about, through the intervention of the Broker or otherwise.
• 4.5. The Client is liable to pay the fee and costs to the Broker if: a. an Agreement is terminated due to revocation by the Client; b. an agreement in connection with movable goods comes about, whether or not this is divergent from the Agreement; c. an Agreement is terminated due to the elapse of time and an agreement in connection with movable goods comes about after the termination of the Agreement that is the consequence of services rendered by the Broker during the term of the Agreement or of actions of the Client in contravention of article 4.4. In the absence of evidence to the contrary, the establishment of an agreement is considered to be the consequence of services of the Broker during the term of the Agreement or actions in contravention of article 4.4, if the agreement has come about within 6 (six) months of the expiry of the period for which the Agreement is entered into. Unless expressly agreed otherwise the fee and the costs are payable immediately after the occurrence of the facts stated above under a., b., or c. Incurred costs can also be charged by the Broker in the interim period. The Client is obliged to inform the Broker immediately in writing if an agreement comes about after the termination of the Agreement within the meaning of c. above.
• 4.6. In the event of Mediation by the Broker and the establishment of an agreement, Resale Right can be applicable. Unless expressly agreed otherwise in writing the Resale Right will be charged to the Client.
• 4.7. If an established agreement is not implemented due to an attributable shortcoming (nonperformance) of one of the parties, or is not implemented for other reasons, this does not affect the entitlement of the Broker to a fee and remuneration.
• Article 5 Termination of the Agreement with the Broker/Appraiser

• 5.1. The Broker/Appraiser may terminate the Agreement entered into with the Client with immediate effect if: a. the Client does not pay in good time, from fourteen days after the expiry of the payment period; b. in the event of bankruptcy, suspension of payment, debt rescheduling or placement under conservatorship, or a request to this end; c. the Client, being a legal entity, is dissolved; d. the Client does not provide correct and complete information that the Broker/ Appraiser needs in order to comply with the legal obligations applicable to the Broker/Appraiser or for the performance of investigation in pursuance of the Money Laundering and Terrorist Financing (Prevention) Act; e. the Broker/Appraiser may not carry out transactions with the Client on the basis of the investigation stated under d.; f. a situation of force majeure arises that continues for longer than two months.

• Article 6 Complaints and disputes 6.1. All Agreements between the Broker/Appraiser and the Client, and these General Terms and Conditions, are exclusively governed by the laws of the Netherlands. The applicability of the Vienna Sales Convention is expressly excluded. 6.2. In the case of any discrepancies between the original Dutch version and this English translation, the Dutch version will prevail.

• 6.3. An independent institution has been established for complaints that have, or can have, a connection with an action or omission by a Broker/Appraiser in contravention of the Code of Conduct and Professional Rules of the Dutch Federation of Certified Appraisers, Brokers and Auctioneers in Movable Assets:

1. the Stichting Kenniscollege Roerende Zaken (Stichting KRZ). Complaints must be submitted in the manner as stated on the website of the Stichting KRZ. See www.stichtingkrz.nl (information in Dutch).
2. 6.4. If no use is made of the complaints procedure, or a complaint is not resolved in this way, then the following applies.
3. All disputes concerning, arising from or connected with an Agreement entered into between the Broker/Appraiser and the Client, or the establishment of an Agreement, or these General Terms and Conditions, will be exclusively submitted to the competent court in the place of residence or business location of the Broker/Appraiser,
   unless determined otherwise by law. Dutch Federation of Certified Appraisers, Brokers and Auctioneers in Movable Assets (Federatie van Taxateurs Makelaars en Veilinghouders in Roerende Zaken – Federatie TMV), 15 October 2020. Copyright expressly reserved.

• Adoption and application of these conditions is only permitted to the members of the Federation.

• Wanneer een tot stand gekomen overeenkomst door wanprestatie van één van partijen of om andere redenen niet tot uitvoering komt, laat dit het recht van de Makelaar op honorarium en vergoeding van kosten onverlet.

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