General conditions

1. Scope of application
a. These General Conditions shall apply to all acts and activities of members of the Royal Association of Fine Art Dealers in The Netherlands (the "Members"), including those which are not strictly part of the core business activity.

b. The relevant provisions of terms and conditions of third parties with whom Members have concluded contracts for the purpose of carrying out any order shall also apply.

c. The term "Members" shall also include employees of the Royal Association of Fine Art Dealers in The Netherlands (Royal VHOK) or any other person whose services it uses in order to carry out an order.

2. Activities
a. The activities Members may carry out include:
- dealing in (buying/selling) works of art, antiquities and related items, wholesale and/or retail (the "Trade");
- supplying services, including: valuations, assisting in the purchase/sale of collections, establishing collections, acting at auctions, selling on consignment, advising on restoration or conservation, insurance, dealing with loss or damage, estates, partition of estates, storage, transport and packing (the "Services").

b. Any person with whom the Members conclude any contract or for whom they carry out work or activities is referred to below as the "Client".

3. Performance of activities
a. The Members have a duty to use their best endeavours on their Clients’ behalf; this will be described in more detail below.

b. The Members will as far as possible inform their Client or Clients, to a reasonable standard of professional skill, about the nature, origin, period of creation and authenticity of what they offer for sale (the "Object") and about the modifications and repairs it may have undergone; this requirement applies with respect to the date of sale/purchase.

c. The Members are required to inform their Client of any possible doubts they may have concerning the qualities referred to in subparagraph b above.

d. The Members shall provide all information concerning the Object of which they are aware and which is reasonably relevant to any contract.

e. On request, Members shall supply the information referred to in subparagraphs b and c above in the form of a report.

f. The above also applies to the supply of services.

g. The provisions of paragraph 4 below shall govern the cost of valuations.

h. The Members reserve the right to refuse to carry out activities for a Client without giving any reason.

i. The Members may have the activities carried out in whole or in part by third parties or by employees of third parties; the same applies to anything related to these activities.

4. Payment
a. Unless otherwise agreed in writing all deliveries are made cash on delivery.

b. The Members may ask for (in each case supplementary) advances and/or security in the performance of their activities.

c. Members' invoices and pro forma invoices fall due 14 days after they have been sent by the Members.

d. After that the Client is in default and is liable to pay interest on the balance due at the rate of 1% per month or part thereof, plus the extrajudicial costs of collection at the rate charged by the Netherlands Bar (Nederlandse Orde van Advocaten), exclusive of VAT, with a minimum of €15.

e. The Members shall then be entitled to suspend their activities or terminate them without any liability for the consequences and without prejudice to the Client's obligation to pay the amount due plus interest and costs and any other element of loss.

f. Payments must be made exclusively through a bank into the bank account indicated on the invoice, without any discount, compensation, deduction, etc.

g. Payments made in any other way shall be deemed not to have been duly made.

h. Members are entitled to set off debts one against the other without limit.

5. Possessory lien
a. Without prejudice to any other rights, the Members shall be entitled, by way of (additional) security for payment, to retain goods, documents, etc. for the account and risk of the Client (and/or possible owner for whom the Client was in possession of those goods, documents etc. pursuant to any law or legal relationship), until all their claims - arising in whatever way - have been paid in full.

b. This includes not forwarding documents (or copies thereof).

6. Complaints
a. For the purposes of these General Conditions the term complaints shall mean all possible grievances of the Client concerning Services performed by the Members, as well as those concerning invoices sent and goods supplied.

b. Complaints must be received by the Members before the due date for payment.

c. Complaints may only be made in writing and must be addressed to a Member of the Royal VHOK.

d. Complaints must contain a reasoned description of the grievances.

e. Complaints only operate to suspend the Client's payment obligation if there is a bank guarantee which the Member can invoke as soon as there is an arbitrator's decision or signed agreement between the parties in favour of the Member of the Royal VHOK.

f. Complaints concerning goods that have been supplied must be made in accordance with subparagraph b above, unless the defects concerned are not easily observable.

7. Reservation of title
a. An “extended” reservation of title shall apply, which means that goods remain the property of the Members as long as the Client still owes them anything, irrespective of how the debt has arisen.

b. During this period the Client is required to treat the item or items concerned with due care and look after them properly, which includes for example proper storage and adequate insurance.

c. The Members are entitled to exercise their right to retain property (or cause it to be exercised) at any time, and the Client must cooperate fully (presence, access, etc.) in this respect.

8. Computers
a. Data concerning Clients and their affairs may also exist in the Members' computer files.

b. The Members accept no responsibility for the consequences of hacking, technical failures, deletion of files, unauthorised acts by third parties, etc.

9. Suspension/termination
a. If a Client fails to fulfil the agreed obligations (for example by failing to pay advances or provide security) or fails to fulfil them adequately, Members of the Royal VHOK may suspend or terminate their activities.

b. Any contractual relationship will in any event be terminated if the Client:
- applies for a judicial suspension of payments to creditors;
- files an application for debt restructuring;
- is declared bankrupt;
- loses the free disposal of his assets or a substantial part thereof (administration, seizure, etc.);
- dies, or a winding-up resolution is adopted;
- loses the capacity to look after his own affairs properly;
- or if his affairs are placed under administration.

10. Final provisions
a. Departures from these General Conditions or further special terms and conditions shall apply only if they have been agreed between the parties in writing.

b. The failure (ex-gratia or otherwise) strictly to enforce any provision or provisions of these or other agreed terms and conditions shall not mean that the operation of the remaining provisions is also waived or that it implies the creation of a usage.

c. If there is any conflict between these General Conditions and further special terms and conditions that have been agreed, the special terms and conditions shall prevail.

11. Domicile
a. As far as the Members are concerned the Client is domiciled at his last known address.

b. Documents sent by Members to that address shall be deemed to have been received by the Client.

c. If it emerges that the Client's address known to the Members is incorrect and if the Client has not informed them of the change of address, Members of the Royal VHOK shall at any rate not be responsible for the consequences thereof.

d. For this purpose the Members of the Royal VHOK elect domicile at their office address.

12. Applicable law/competent court
a. All activities are governed by Dutch law.

b. All disputes arising out of or connected with contracts to which these terms and conditions apply shall be exclusively and finally decided by means of arbitration by the tribunal (Scheidsgerecht) instituted by the Royal VHOK.

c. A dispute exists if one of the parties deems that it does.

d. A dispute is brought before the arbitral tribunal by sending a letter to the secretariat of the Royal VHOK at Damrak 375, 1012 ZJ Amsterdam, tel. +31 (0)20 6238904, e-mail info@kvhok.nl

e. A copy of the rules according to which the arbitral tribunal works can be obtained from the secretariat free of charge.

These General Conditions are a translation from Dutch of the “Algemene Voorwaarden" of the Royal VHOK. In the event of any conflict between the Dutch and English versions, the Dutch version will prevail.