General Terms and Conditions

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Schipper Noordam

1 Schipper Noordam is a civil law partnership (maatschap) of private limited liability companies (besloten vennootschappen) established under Dutch law, whose object is to practice law. A list of Schipper Noordam partners will be provided on request.

Assignment and general conditions

2 These general terms and conditions are applicable to all assignments (opdrachten) carried out and all work done by or on behalf of Schipper Noordam and to all legal relationships (rechtsbetrekkingen) pertaining thereto or resulting therefrom. These general terms and conditions are also made for the benefit of the partners of Schipper Noordam, all present and former lawyers and employees of Schipper Noordam, and all persons engaged by Schipper Noordam in relation to the carrying out of an assignment.

3 Assignments and instruction are accepted and carried out only by Schipper Noordam. This applies even if it is the client's intention that the assignment is carried out by a specific person. The provisions of article 7:404 of the Dutch Civil Code, which relates to this situation, and article 7:407, section 2 of the Dutch Civil Code, which imposes joint and several liability where an assignment is given to two or more persons, are expressly excluded.

Carrying out of the assignment

4 Schipper Noordam shall exercise due care in carrying out the assignment and shall comply with applicable legislation and regulations, including the Code of Conduct for lawyers and the rules and directives of the Dutch Bar Association. In carrying out an assignment Schipper Noordam has an obligation to perform to the best of its abilities but does not in any way guarantee that the envisaged result will be accomplished.

5 Assignments are carried out exclusively for the benefit of the client. No other party than the client can derive any rights from any advice given, or service rendered, or work performed by Schipper Noordam.

6 Schipper Noordam may engage the services of a third party in the performance of an assignment, including local counsel and bailiffs and, after consultation with the client, experts and external advisers.

Termination

7 Clients are at all times entitled to terminate the assignment given to Schipper Noordam. Schipper Noordam may only terminate an assignment if it is no longer fair to expect Schipper Noordam to continue its services, or if there is a conflict of interest, or if the client is in arrears in payment. Termination of the assignment by either the client or Schipper Noordam does not release the client from its obligation to compensate Schipper Noordam for the work carried out and costs made in respect of the assignment.

Fees and payment

8 Unless agreed otherwise in writing, the fee for the work carried out by Schipper Noordam is based on the number of hours worked multiplied by the hourly rate as charged by Schipper Noordam. The hourly rates will be provided on request. In special cases Schipper Noordam may, after consultation with the client, apply a higher rate. The rates are exclusive of VAT and disbursements. An additional 6% surcharge will be charged to cover general office expenses, such as postage, telephone costs and photocopying expenses. Schipper Noordam reserves the right to increase its rates from time to time within reasonable limits. No increase will take place within the three months following the date on which the assignment has been given.

9 Disbursements, such as court registry fees, bailiff's expenses, expenses of local counsel experts and external advisers and, in special cases, travel and hotel expenses, will be charged to the client. Travel and waiting time will be charged to the client on the basis of the prevailing hourly rate. Travel expenses within The Netherlands will not be charged to the client.

10 As a rule, the client will be invoiced on a monthly basis. Invoices of Schipper Noordam become due fourteen days after the invoice date. If payment is not made within this period, Schipper Noordam may, without further demand for payment or notice of default, charge statutory interest to the client. Schipper Noordam has the right to suspend the fulfilment out of the assignment or to terminate the assignment in the event of payment being overdue. All reasonable extrajudicial and court costs made by Schipper Noordam to collect on an invoice will be charged to the client.

11 Schipper Noordam will at all times be entitled to request a deposit from the client as security for the payment of its invoices, and to suspend the commencement or further fulfilment of the assignment until it has received payment of such deposit.

Limitation of liability

12 Any liability of Schipper Noordam is limited to the amount that is paid in the matter concerned under the professional liability insurance taken out by Schipper Noordam, plus the liability treshold (eigen risico) which must be borne by Schipper Noordam under the insurance policy. If for any reason whatsoever no payment is to be made under the insurance, the liability of Schipper Noordam will be limited to five times the fee invoiced by Schipper Noordam to the client for the relevant assignment in the calendar year in which the loss has occurred, up to a maximum of € 200,000 (two hundred thousand euros). Schipper Noordam is not liable for failures of a third party engaged by it in carrying out the assignment and is entitled to accept for and on behalf of the client any limitation of liability by such third party. Partners, lawyers and employees of Schipper Noordam will not, under any circumstances, be personally liable for any shortcoming in the carrying out of an assignment.

13 A claim for loss against Schipper Noordam expires (vervallen) if litigation has not been initiated before in the competent court within one year following the date on which the claimant became aware or reasonably could have been aware of the existence of such claim.

Miscellaneous

14 All legal relationships to which these general terms and conditions apply are governed by and are to be construed in accordance with Dutch law. Any disputes pertaining to assignments carried out and work done by Schipper Noordam shall be submitted to the Court of Rotterdam, which has exclusive jurisdiction. Without prejudice to this, Schipper Noordam has the option to institute proceedings in any competent court in the client's foreign jurisdiction.

15 These general terms and conditions are available in Dutch and in English. In the event of any dispute regarding the contents or meaning of these general terms and conditions, the Dutch version shall be binding.

These general terms and conditions were filed at the registry of the Court of Rotterdam on 8 May 2006 under number 45/2006