Attached files
| file | filename |
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| EX-10.BK - FORTIS BANK GENERAL CREDIT OFFER DATED OCTOBER 19, 2005 (ENGLISH TRANSLATION) - MET PRO CORP | mpr201002bv1exbk.htm |
| EX-10.BL - POSITIVE NEGATIVE MORTGAGE STATEMENT DATED OCTOBER 19, 2005 (ENGLISH TRANSLATION)` - MET PRO CORP | mpr201002bv1exbl.htm |
| EX-10.BN - GENERAL CREDIT CONDITIONS OF FORTIS BANK (ENGLISH TRANSLATION) - MET PRO CORP | mpr201002bv1exgcc.htm |
| 8-K - FORM 8K - MET PRO CORP | mpr201002bv1.htm |
Exhibit (10)(bm)
 |
FORTIS BANK |
GENERAL
CONDITIONS
|
| (Translation* of the original Dutch text) |
* This
translation is furnished for the Customer's convenience only. The original Dutch
text, which will be sent upon request, will be binding and shall prevail in case
of any variance between the Dutch text and the English
translation.
These
General Conditions were drawn up in September 1995 in consultation between the
Netherlands Bankers' Association and the consumers' organisation
'Consumentenbond' within the framework of the Committee for Consumer Affairs of
the Socio-Economic Council (SER). These consultations resulted in agreement on
all articles with the exception of the provisions on liability laid down in
articles 3, 10 and 31 of these General Conditions.
Consumentenbond
appreciates the consequences which the assumption of far-reaching liability
may have for the banking business, but in view of its own responsibilities it
cannot agree to the limitations on liability embodied in these
articles.
The
banks appreciate this position but they point out that it is impossible for them
to accept general liability: this would entail unpredictable risks for the
banks, which they cannot and may not allow themselves to assume for a variety of
reasons including the interests of their customers.
In
consultation with Consumentenbond, however, both parties have emphasized that
the duty of care laid down in article 2 of the Conditions shall always be the
first consideratiuon and that any clauses restricting liability shall not
detract from this duty.
Article
1: Scope
All
relations including future ones between the branch-offices in the Netherlands of
Fortis Bank (Nederland) N.V., hereinafter referred to as "the Bank", and the
Customer shall be subject to these General Conditions.
The
provisions of these General Conditions shall apply to the extent that it is not
otherwise provided in any special conditions applying to specific services
provided by the Bank.
Article
2: Duty of care of the Bank
The
Bank shall exercise due care when providing services. In its provision of
services the Bank shall take the Customer's interests into account to the best
of its ability, on the understanding that the Bank is not obliged to make use of
non-public information known to the Bank, including information which may affect
prices.
Article
3: Use of the services of third parties
The
Bank shall be entitled to use the services of third parties in executing orders
of the Customer and in performing other agreements with the Customer and also to
place goods and/or documents of title of the Customer in the custody of third
parties in the name of the Bank.
The
Bank shall exercise due care in selecting such third parties. The Bank shall not
be liable for shortcomings of such third parties, if It can prove that it
exercised due care in selecting them. If in such case the Customer has suffered
damage, the Bank shall in any case assist the
Customer
as much as possible in remedying such damage. This shall leave intact any
liability of the Bank under Article 10.
Article
4: The Bank or third parties as the other party
In
executing orders for the purchase and sale of goods and/or documents of title,
the Bank shall be entitled, at its option, to deal either with itself or with
third parties as the other party,
Article
5: Risk of dispatches
If the
Bank, by order of the Customer, dispatches moneys or securities to the Customer
or to third parties, such dispatch shall be at the Bank's risk.
If the
Bank, by order of the Customer, dispatches other goods and/or documents of title
to the Customer or to third parties, such dispatch shall be at the Customer's
risk.
Article
6: Statement of address by the Customer
The
Customer shall inform the Bank of the address to which documents intended for
him are to be sent. The Customer shall give written notice of any change of
address.
Article
7: Orders etc. intended for several branch-offices
Orders,
statements and communications from the Customer to the Bank must be addressed
separately to each of the branch-offices of the Bank for which these orders,
statements and communications are intended, unless the Bank has expressly
designated another address. If written orders, statements and communications are
intended for a branch-office of the Bank -expressly stated by the
Customer - other than the branch-office that received these documents, the
latter branch-office shall forward such documents.
Article
8: Changes in the power of representation of the Customer
If the
Customer has granted powers of representation to a person, the Customer shall
notify the Bank in writing of any change in or withdrawal of such powers
notwithstanding their entry in public registers, in default of which
notification such change or withdrawal cannot be invoked against the
Bank.
Article
9: Use of forms
The
Customer must see to it that orders, statements and communications to the Bank
are clear and that they contain the correct data. Orders for transfers shall be
executed by the Bank on the basis of the account number stated by the Customer
and the Bank is not obliged to verify the accuracy of the information stated in
the order.
Forms
must be fully completed by the Customer. Other data carriers or means of
communication approved by the Bank must be used by the Customer in
accordance with the directions of the Bank. The Bank shall be entitled not to
execute orders if such orders have been given with
out the use of
forms drawn up or approved by the Bank or of other data carriers or means of
communications approved by the Bank. The Bank may require communications to be
made in a specific form.
Article
10: Execution of payment orders
The
Bank guarantees the proper execution within a reasonable time of correctly given
orders
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for the
transfer of amounts in euro, provided that such orders can be processed entirely
within the giro-circuit in the Netherlands of the banks associated with the
'Bankgirocentrale' (Bank Giro Centre). Any shortcomings in the execution of such
payment orders will make the Bank liable to indemnify the Customer for the
damage suffered as a result up to a maximum of two hundred and twenty five euro
per payment order, without prejudice to the provisions of the second paragraph
of article 31 and without prejudice to the Bank's obligation - unless
otherwise agreed - to see to it that these payment orders will as yet be
executed correctly and without further costs. The Bank shall not invoke the
aforesaid maximum of two hundred and twenty five euro if in an individual case
it would not be reasonable and fair to do so.
If, in
case of correctly given payment orders which cannot be processed entirely within
the said giro-circuit, the payee's account as specified by the Customer should
fail to be credited, the Bank shall upon the Customer's request and free of
charge make inquiries and try to achieve that the credit entry will be made
yet. Within four weeks of receipt by the Bank of such request, the Bank shall
furnish the Customer with a written statement concerning the results of the
inquiries, stating the relevant data.
If the
Customer wishes payment orders as referred to in the first paragraph of this
article to be executed by or on a specific date, such execution must be
expressly agreed upon with the Bank.
The
above provisions do not prejudice the Bank's authority not to execute payment
orders if the balance of the account does not allow such execution or if such
execution is barred by an attachment of the Customer's account or by other
comparable circumstances.
Article
11: Evidential force of the Bank's records
An
abstract from the Bank's records signed by the Bank shall serve as prima facie
evidence vis-à-vis the Customer, subject to rebuttal evidence produced by the
Customer.
Article
12: Examination of bank documents
If the
Bank finds that it has made an error or a mistake in any confirmation, statement
of account, note or other statement to the Customer, the Bank shall be bound to
notify the Customer as soon as possible.
The
Customer is obliged to examine the confirmations, statements of account, notes
or other statements sent to him by the Bank immediately upon receipt. In
addition, the Customer must check whether orders given by him or on his behalf
have been executed correctly and completely by the Bank. When finding any
inaccuracy or incompleteness, the Customer shall notify the Bank as soon as
possible.
In the
above cases the Bank shall be obliged to rectify its mistakes and
errors.
Article
13: Approval of bank documents
If the
Customer has not contested the contents of confirmations, statements of
accounts, notes or other statements of the Bank to the Customer within twelve
months after such documents can reasonably be deemed to have reached the
Customer, the content of such documents shall be deemed to have been
approved by the Customer. If such documents contain any arithmetical errors, the
Bank may and shall rectify such errors, even after the expiry of the said twelve
months' period.
3
Article
14: Loss etc. of forms
The
forms, data carriers and means of communication which the Bank has put at the
disposal of the Customer, must be kept and handled by the Customer with
care.
If the
Customer becomes aware of any irregularity such as loss, theft or misuse with
respect to these forms, data carriers or means of communication, he shall inform
the Bank without delay. Up to the moment this information is received by the
Bank, the consequences of the use of these forms, data carriers or means of
communication shall be for the account and at the risk of the Customer, unless
the Customer proves that blame can be imputed to the Bank. After the said moment
such consequences shall be for the account and at the risk of the Bank,
unless the Bank proves that intent or gross negligence can be imputed to the
Customer. Any communication concerning irregularities must be confirmed by the
Customer to the Bank in writing.
It
notice of termination of the relationship between the Customer and the Bank has
been given, the Customer shall return to the Bank any unused forms as well as
other data carriers and means of communication put at his disposal by the
Bank.
Article
15: Crediting and debiting of interest
At such
times as will be determined by the Bank but at least once a year, the Bank shall
credit or debit, as the case may be, the current interest to the account of the
Customer. If the time at which the current interest is credited to the said
account does not coincide with the time at which the current interest is debited
to such account, the Bank shall inform the Customer in writing,
Article
16: Commissions and fees
The
Bank is authorized to charge commissions and fees to the Customer for its
services, if the amount of these commissions and fees has not been previously
agreed upon between the Customer and the Bank, the Bank shall charge its usual
commissions and fees. The Bank shall see to it that information about this is in
any case available at its branch-offices.
Article
17: Credit entries under reserve
Each
credit entry is made subject to the proviso that, if the Bank is still to
receive the countervalue for such entry, such counter-value will timely and
duly come into its possession. Failing this, the Bank shall be entitled to
reverse the credit entry. If the Customer's euro account has been credited on
account of documents denominated in a foreign currency or on account of other
items which, as far as the euro-equivalent is concerned, are subject to
fluctuations in value, the reversal shall be effected by making a debit entry up
to the amount for which the Customer could have acquired such foreign currency
or such items on the day of the reversal.
Article
18: Lien
The
Bank shall have a lien in all goods, documents of title and securities which are
in the possession or will come into the possession of the Bank or of a
third party on the Bank's behalf from or for the benefit of the Customer on any
account whatsoever and in all, shares forming part of a collective deposit
within the meaning of the Securities Giro Administration and Transfer Act ('Wet
giraal effectenverkeer') which are in the possession or will come into the
possession of the Bank, as security for all and any present and future debts
owing by the
4
Customer
to the Bank on any account whatsoever. In its capacity as the Customer's
attorney the Bank is authorized to pledge all present and future debts owing by
the Bank to the Customer on any account whatsoever to the Bank itself as
security for all and any present or future debts receivable by the Bank from the
Customer on any account whatsoever.
If the
Customer wishes to dispose of part of the collateral, the Bank shall release
such part of the collateral provided that the balance of the collateral
remaining after such release offers sufficient coverage for all current or
future debts receivable by the Bank from the Customer. The Bank shall not be
entitled to sell the collateral unless the Customer's debt to the Bank has
become due and payable. In addition, the Bank shall not sell the collateral
before the Customer has made default. The Bank's right to sell the collateral is
limited to the extent of Customer's debt.
After
the Bank has exercised its right to sell collateral, it shall give the Customer
written notice thereof as soon as possible.
Article
19: Right of set-off
The
Bank shall at all times be entitled to set off all and any debts receivable by
the Bank from the Customer, whether or not due and payable and whether or not
contingent, against any debts owed by the Bank to the Customer, whether due and
payable or not, regardless of the currency in which such debts are
denominated.
If,
however, the Customer's debt to the Bank or the Bank's debt to the Customer is
not yet due and payable - and provided that the Customer's debt and the Bank's
debt are expressed in the same currency - the Bank shall not exercise its right
of set-off except in the event of an attachment being levied upon the Bank's
debt to the Customer or recovery being sought from such debt in any other way,
or in the event that a right in rem is created thereon or the Customer assigns
the Bank's debt to a third party by singular title.
Debts
expressed in foreign currency shall be set off at the rate of exchange
pertaining on the day of set-off.
If
possible, the Bank shall inform the Customer in advance that it will exercise
its right of set-off.
Article
20: Giving security
Upon
demand the Customer shall provide adequate security for the fulfilment of his
existing obligations towards the Bank. If the security that has been given is no
longer adequate, the Customer is bound to supplement or replace such security
upon demand. Any such demand shall be made in writing and shall specify the
reason for it. The extent of the security so demanded must bear a reasonable
proportion to the amount of the relative obligations of the
Customer.
Article
21: Immediately due for payment
If the
Customer has been given notice of default and still fails to perform any of his
obligations towards the Bank, the Bank shall be entitled to make the Customer's
debts to the Bank immediately due and payable by giving notice. Such notice
shall be made in writing and shall specify the reason for the giving
thereof.
5
Article
22: Custody of securities
The
custody of securities which form part of a collective deposit within the meaning
of the Securities Giro Administration and Transfer Act ('Wet giraal
effectenverkeer') held by the Bank shall be subject to the provisions of this
Act and to the provision set forth in the next sentence. To the extent these
securities are subject drawings by lot, the Bank shall see to it that each time
a drawing takes place, there shall be allotted to each Customer individually an
amount of securities - designated for redemption - corresponding to his
entitlement.
The
custody of all other securities shall be assumed by a custodian to be employed
by the Bank. The terms and conditions imposed by the custodian shall apply to
the custody of the securities referred to in the above sentence.
Article
23: Use of the services of third parties for the custody of
securities
The
securities of the Customer which the Bank has placed in the custody of third
parties pursuant to article 3, shall form part of the aggregate of
securities deposited in the name of the Bank with such third parties in one of
the Bank's general securities deposits. The Bank shall not be bound to cause the
serial numbers of these securities to be recorded separately for each individual
Customer.
Article
24: Administration of securities deposits
The
Bank is charged with the administration of the Customer's securities deposit to
the extent that the securities deposit consists of securities admitted to the
official quotation on the Official Market or the Parallel Market of the
Amsterdam Stock Exchange.
The
duties incidental to this administration include inter alia the duty to collect
interests, redemption payments and dividends, to exercise or realize
subscription rights, to obtain new coupon or dividend sheets, to effect
conversions and to lodge securities for the purpose of meetings.
If,
pursuant to article 3, the Bank has placed securities of the Customer in the
custody of third parties, such third parties shall be charged with the duties
incidental to the administration of these securities, without prejudice to the
Bank's liability under article 3 and without prejudice to the Bank's obligation
to pass on to the Customer any amounts received by the Bank from such third
parties for the benefit of the Customer on account of interest, redemption
payments, dividend or on any other account.
Article
25: Securities not subject to lien
The
lien referred to in article 18 does not extend to securities deposited with the
Bank exclusively for specific purposes such as the collection of interests,
redemption payments and dividends obtaining new coupon or dividend sheets,
effecting conversions or attending meetings.
Article
26: Period of validity of stock exchange orders; reduction of the
limit
The
Bank will keep stock exchange orders on its books for a period of time to be
determined by the Bank.
As
from the day on
which securities are quoted ex-dividend or ex-rights of subscription, any limit
set by the Customer for the purchase or sale of such securities shall be reduced
by the arithmetical value of the dividend or the subscription right, as the case
may be, but only if
6
such
reduction of the limit arises from the regulations or customs applying to the
securities in question.
Article
27: Defective securities
The
Bank shall be liable for any defects of securities acquired by the Customer as a
result of transactions concluded by the Bank with itself as the other party, or
as the result of transactions in securities admitted to the official
quotation on the official Market or the Parallel Market of the Amsterdam Stock
Exchange. If pursuant to the above provision the Bank is liable, it shall, at
the Customer's option, either as yet deliver securities of the same kind but
without defects or refund the amount charged together with interest thereon, in
both cases against return of the securities originally acquired by the Customer,
transactions in securities admitted to official listing by the Amsterdam
Exchanges N.V.
Article
28: Costs
The
costs of legal assistance incurred by the Bank in court proceedings or in
proceedings before a consumer disputes committee on account of a dispute between
the Customer and the Bank shall be for the account of the Customer or for the
account of the Bank, as the case may be, if and to the extent that the decision
or award of such court or such committee includes an award of
costs.
Any
costs the Bank has to incur in or out of court if the Bank becomes involved in
legal proceedings or disputes between the Customer and a third party, shall
be for the Customer's account.
Without
prejudice to the above provisions all other costs arising for the Bank from the
relationship with the Customer shall be for the Customer's account within
the limits of reasonableness.
Article
29: Laws of the Netherlands; disputes
The
relations between the Customer and the Bank shall be governed by the laws of the
Netherlands.
Disputes
between the Customer and the Bank shall be brought before the competent
Netherlands Court, unless the law or international conventions contain a
mandatory provision to the contrary.
Notwithstanding
the foregoing, if the Bank is acting as the plaintiff the Bank shall be entitled
to bring disputes before the foreign court having jurisdiction over the
Customer.
Notwithstanding
the foregoing, if the Customer is acting as the plaintiff the Customer shall be
entitled to refer disputes to any Consumer Disputes Committee or Committee of
Good Offices to whose competence the Bank has submitted, within the limits of
the rules governing the Committee in question.
Article
30: Termination of the relationship
Both
the Customer and the Bank may terminate the relationship between the Customer
and the Bank. If the relationship is terminated by the Bank it shall, upon
request, inform the Customer of the reason for such termination.
After
notice of termination has been given, the existing individual agreements between
the Customer and the Bank shall be settled as soon as possible but subject to
the applicable time
7
periods.
During such settlement the present General Conditions shall remain in full
force.
Article
31: Liability of the Bank
Without
prejudice to the other provisions of these General Conditions the Bank shall be
liable if any shortcoming in the performance of any obligation vis-à-vis the
Customer is imputable to the Bank or attributable to the Bank by virtue of the
law, any legal act or generally prevailing views.
In any
case, insofar as liability is not already excluded by operation of the law, the
Bank shall not be liable if a shortcoming of the Bank is the result
of:
| - |
international
conflicts
|
| - | violent or armed actions |
| - | measures taken by any domestic, foreign or international government authority |
| - | measures taken by any supervisory authority |
| - | boycotts |
| - | labour disturbances among the staff of third parties or the Bank's own staff |
| - | power failures or breakdowns in communication links or equipment or software of the Bank or of third parties. |
Should
any circumstance referred to in the preceding paragraph occur, then the Bank
shall take such measures as may reasonably be required from it in order to
reduce the resulting adverse effects for the Customer.
Article
32: Deviation from the General Conditions
Any
deviation from the present General Conditions shall be laid down in writing.
Deviations
which have not been laid down in writing may be proved by the parties by all
means of evidence admitted by the law.
Article
33: Amendment of and additions to the General Conditions
Amendments
of and additions to the present General Conditions shall not take effect until
after representative Dutch consumers' and employers' organizations have been
consulted about such amendments and additions and also about the manner in which
the Customer will be notified of their contents. Such notification will in any
case have to be made before the expiry of the thirty days' period referred to
below.
The
amendments and additions adopted after the said consultations shall be filed at
the Registrar's office of the District Court of Amsterdam. Such filing shall be
announced by a publication in at least three daily newspapers with national
circulation. The amendments and additions which have been filed in this manner
shall be binding upon the Bank and the Customer as of the thirtiest day after
the date of the abovementioned publication.
A copy
of these General Conditions has been filed by the Netherlands Bankers'
Association at the Registrar's office of the District Court of Amsterdam on 22
December 1995.
Fortis
Bank (Netherland) N.V., established at Rotterdam. Trade Register No.
300064791.
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