Completion instructions Authorisation Agreement Restricted Tax Representative

Transcription

1 Completion instructions Authorisation Agreement Restricted Tax Representative 1. Read the agreement and appendices carefully. 2. Enter Importer details on page Importer signature on page 8 by authorised person(s). 4. Add a copy of the passport of the signatories Add an extract from the Chamber of Commerce showing that the signatories are duly authorised. 6. Answer the following questions. a. Importer address b. Importer website c. Company year of incorporation d. The undersigned is/are director(s) since 7. Return the signed original of pages 1 to 8 including this page to: Customs Support PO Box PB ROTTERDAM-ALBRANDSWAARD 1 The Importer hereby grants consent for the processing of personal data for the performance of activities resulting from this authorisation agreement.

2 AUTHORISATION AGREEMENT RESTRICTED TAX REPRESENTATIVE Underlined passages indicate that further detailing is required. The undersigned, hereinafter called the "client" Company name: Address Postal code Country CoC number: VAT identification number: EORI number: and Customs Support; Customs Support Fiscal B.V. and / or Customs Support Export B.V. and / or Customs Support Excise B.V. hereinafter called the "Tax Representative" Address: Willem Barentszstraat Postal code, place: 3165 AA Rotterdam-Albrandswaard Netherlands The parties declare to have agreed as follows: Client: The Client declares to be a company that is not established in the Netherlands, has no permanent establishment in the Netherlands, and (by virtue of its activities) is subject to Dutch VAT legislation. The Client hereby appoints the Tax Representative to carry out the activities prescribed pursuant to the Dutch Turnover Tax Act (Wet op de Omzetbelasting 1968) and related laws and regulations with respect to the import and subsequent delivery by/on behalf of the Client of goods declared for free circulation by the Client, or consignments of goods intended for the Client. Tax Representative: The Tax Representative declares its willingness to act as restricted Tax Representative for the Client with regard to the import and subsequent delivery by/on behalf of the Client of goods declared for free circulation by the Client, or consignments of goods intended for the Client. 1

3 Additional agreements must be made with regard to the following activities by the Tax Representative: namely a) (e.g., collect transactions) b) (e.g., specified or excisable goods) c) (e.g., (simplified) ABC transaction) Article 1. GENERAL TERMS & CONDITIONS 1.1 The Tax Representative reserves the right at all times to refuse to perform any activities arising from this Agreement/Authorisation. 1.2 The use of the VAT identification number of the Tax Representative by the Client is only permitted insofar as this follows from this authorisation agreement and is necessary in connection with compliance with legal obligations. 1.3 The Tax Representative will only use the Client's documents, information and data for work/activities resulting from this authorisation agreement. The Tax Representative will not make the documents, information and data available to third parties, unless this arises from this authorisation agreement or is necessary for correct taxation or arises from a legal obligation. 1.4 This authorisation agreement between the parties is governed by the Dutch Forwarding Conditions (Nederlandse Expeditievoorwaarden) as deposited by FENEX at the registry of the District Courts of Amsterdam and Arnhem, with exclusion of the arbitration clause contained therein. The latest version of the Dutch Forwarding Conditions of Fenex, as appended to this Agreement/Authorisation, will apply. 2 Besides the Dutch Forwarding Conditions, the General Terms and Conditions of Customs Support will apply to all activities of the Tax Representative and to this authorisation agreement between the Tax Representative and the Client. These conditions deviate from the arbitration clause of Article 23 of the Dutch Forwarding Conditions. The General Terms and Conditions of Customs Support are attached to this authorisation agreement and are also available for consultation at The following appendices form part of this authorisation agreement: Appendix a) The Dutch Forwarding Conditions. Appendix b) Information and documents required per transaction. Appendix c) General Terms and Conditions of Customs Support By signing this authorisation agreement, the Client declares to have received the appendices. 1.6 Any matters relating to the performance of this authorisation agreement can be further regulated by the parties in appendices to this authorisation agreement, which will form part of this authorisation agreement upon signature or initialling. 2 The Dutch Forwarding Conditions can be consulted at under downloads. 2

4 Article 2. DESCRIPTION/NATURE OF AGREED WORK 2.1 The Tax Representative will act on behalf of the Client with regard to all obligations arising from Dutch regulations relating to restricted tax representation. 2.2 The Tax Representative will carry out the following activities in name/on behalf of the Client: a) Periodic turnover tax return under the VAT identification number awarded to the Tax Representative. b) Monthly statement of Intra-Community deliveries. c) Monthly CBS/Intrastat statement. 2.3 When submitting the declaration for import and subsequent delivery, the Tax Representative will apply the zero rate, if possible, on the basis of the invoices, other documents, information and data provided by the Client. The Tax Representative will, at the written request of the Client, periodically verify the VAT identification number of the intra-community acquirer with the Tax and Customs Administration. 2.4 Without prejudice to the foregoing, the Tax Representative is obliged by law to: Provide security to the Tax and Customs Administration. Provide the Tax and Customs Administration with information on request. Maintain records in order to demonstrate during audits that correct taxation has taken place. Article 3. RIGHTS OF TAX REPRESENTATIVE 3.1 In case of doubts about the correct application of the (zero) rate for turnover tax or the reverse charging of turnover tax, the Tax Representative is entitled to submit a declaration or to change a submitted declaration subject to the correct applicable rates for turnover tax The Tax Representative reserves the right to suspend its activities until such time as any amount due under this agreement or the applicable conditions has been paid. If activities are suspended, the Tax Representative will notify the Client accordingly. 3.3 If the Client fails to comply with the obligations arising from this authorisation agreement or if the Tax Representative can reasonably assume that the Client will fail to do so, the Tax Representative is entitled to set off any payments/refunds made by the Tax and Customs Administration under any heading whatsoever. 3.4 The Tax Representative is entitled, but not obliged, to consult/negotiate with the Tax and Customs Administration on (additional) tax assessments and/or other costs and matters covered by this agreement. The engagement of third parties to deal with claims and negotiations with the Tax and Customs Administration will take place in consultation with the Client. 3 See also Article

5 All these operations and activities are carried out at the Client's expense and risk. 3.5 If an unforeseen situation arises with regard to the performance of the work that is not regulated in this agreement, the Tax Representative will request instructions from the Client. If the Client fails to respond within a reasonable period of time and immediate action is required in connection with an urgent interest, the Tax Representative will, at its own discretion but with due observance of the agreed terms, handle the matter. Article 4. OBLIGATIONS OF THE CLIENT 4.1 The Client will provide the Tax Representative with a timely statement regarding the nature, quantity and value of the expected consignments of goods. 4.2 The Client will inform the Tax Representative of any expected changes in the nature, quantity and value of the consignments of goods if they deviate by more than 20% from the anticipated amount of VAT on import. 4.3 The Client will provide the Tax Representative with all the documents, information and data - also per individual shipment/transaction - which are required, also on the basis of the applicable regulations and this agreement, for the purposes of the periodic turnover tax return, with regard to both import and subsequent delivery, or the successive transfer of the imported goods to the company of the Client in the Member State where the Client has its registered office. The Client guarantees the accuracy of the documents, information and data in accordance with the applicable regulations, on the understanding that the invoices issued by it will comply with the provisions of Articles 217 et seq. of Directive 2006/112/EC and the requirements of the Dutch turnover tax legislation. The Client acknowledges that in case of deliveries to Dutch companies, the Client is not allowed to charge turnover tax as the Dutch buyer is obliged to pay turnover tax on the sales price. The Client acknowledges that the VAT identification number of its Dutch or European buyer must always be stated in its invoices. The Client acknowledges that if it does not state turnover tax on its sales invoice due to the application of an exemption as referred to in Articles 138 et seq. of Directive 2006/112/EC, the Client must provide proof that said exemption is applicable. If the zero rate applies due to intra-community delivery, the Client acknowledges that it must provide the Tax Representative with at least part 4 of the CMR consignment note, signed for receipt by the buyer. A detailed list of the requirements can be found in the work instructions. 4.4 The Client will at the first request of the Tax Representative make the effort necessary to comply with Article The Client will indemnify the Tax Representative against third-party claims arising from or in connection with non-compliance by the Client and its opposite parties with any obligations under this agreement and/or applicable general terms and conditions, including the provision of correct VAT identification numbers and correct documents, information and data. 4.6 In addition to the agreed fee, the Client will compensate the Tax Representative for any other amounts/costs resulting from the authorisation agreement. 4

6 This payment obligation will also continue to apply if a dispute arises between the parties; 4.7 The Client will at all times, at the first request of the Tax Representative, compensate the Tax Representative for any amounts collected/imposed by any government body, as well as any imposed fines and interest. 4.8 The Client will notify the Tax Representative in good time of the sale/transfer of its company, any change of control within the company and of the suspension of payments and bankruptcy. Article 5 FEE/RATES + ANNUAL ADJUSTMENT 5.1 The agreed fee or rates or the activities of the Tax Representative will be agreed separately from this Agreement. 5.2 If the Client fails to make timely payment, the Tax Representative is entitled to charge statutory interest in accordance with Articles 6:119 and 6:119a Dutch Civil Code. 5.3 If there are reasons for such in the opinion of the Tax Representative, including as a result of the statements referred to in Articles 4.1 and 4.2, the Tax Representative may revise the fee and rates and submit them to the Client for approval. 5.4 The fee and rates will be adjusted once a year on 1 January, unless otherwise agreed. Article 6 LIABILITY OF THE PARTIES 6.1 Without prejudice to the provisions of the Dutch Forwarding Conditions, the Tax Representative accepts no liability for the activities of third parties engaged on the basis of Article The Client is liable for all losses resulting from non-compliance by the Client and/or its opposite parties with any obligations under this agreement and/or applicable general terms and conditions, including the provision of correct VAT identification numbers and correct documents, information and data. Article 7 SECURITY 7.1 In accordance with the Dutch Forwarding Conditions, the Client will provide adequate security at the first request of the Tax Representative. 7.2 On commencement of the tax representation, the Client will provide a bank guarantee that - in the opinion of the Tax Representative - is appropriate in terms of type and content for this agreement. Article 8 TERM/TERMINATION OF AGREEMENT 5

7 8.1 This authorisation agreement is entered into for: an indefinite period of time, commencing on the date of signing of this authorisation agreement. The authorisation agreement can be terminated subject to a notice period of one month. 8.2 The authorisation agreement must be terminated by registered letter. 8.3 The parties will ensure proper settlement in connection with the termination of the authorisation agreement. 8.4 Either party may terminate the agreement in the interim by termination with immediate effect, without any consequences and without judicial/arbitral intervention, if: a) the other party, having been given notice of default in writing, fails to fulfil its obligations as provided for in this agreement; or b) the other party sells or transfers its business to a third party or changes control of the business; or; c) the other party has been granted a suspension of payment or is declared bankrupt; or d) the Tax Representative is demonstrably unable to act as such. 8.5 In accordance with the first paragraph of Article 8.4, the Tax Representative may terminate the agreement if, in the opinion of the Tax Representative, this is justified on grounds of Articles 4.1 to 4.8, if no agreement can be reached on the fee and/or rates and the bank guarantee to be provided. 8.6 Upon termination of the agreement, all claims - including future claims - of the Tax Representative arising from the activities carried out by the Tax Representative under this agreement will be immediately due and payable in full. 8.7 The Client will provide security, subject to approval by the Tax Representative, for what is/will become due after termination of the agreement. This may include a bank guarantee that is adequate in terms of type and content. The security previously granted by the Client will remain in full force and effect. 8.8 The provisions of this Agreement will, insofar as relevant in connection with additional tax assessment imposed by the government, the fulfilment of obligations imposed by the government or other payments, continue to apply after termination of the agreement. Article 9 NULLITY 9.1 If one or more provisions of this authorisation agreement are null and void or are annulled, this will not affect the validity of the remaining provisions of the authorisation agreement. 9.2 If any provisions of this authorisation agreement become null and voidable or this authorisation agreement must be amended due to changes in governmental regulations, the Tax Representative reserves the right to terminate this authorisation agreement without any consequences or, in consultation, to 6

8 amend the provision so that it becomes valid whereby the remaining provisions will remain unaffected. Article 10 PRESCRIPTION 10.1 Article 21 of the Dutch Freight Forwarding Conditions applies, on the understanding that, contrary to Article 21 paragraph 1, the Tax Representative's claims against the Client in connection with this authorisation agreement in respect of amounts to be collected/imposed by any government body, as well as fines and interest due, will expire by the mere lapse of five years. If an objection or appeal has been lodged, the prescription period referred to in this paragraph will commence on the day following that on which the decision becomes final. Article 11 CHOICE OF LAW / JURISDICTION 11.1 This agreement is governed by Dutch law. In deviation from the arbitration clause contained in the Dutch Forwarding Conditions, the District Court of Rotterdam has jurisdiction at first instance to take cognisance of any disputes that may arise between Customs Support and its clients. This jurisdiction clause will be exclusive in case Customs Support is the defendant. Customs Support reserves the right to summon the client before a court in another jurisdiction. The Client, duly represented by: Full name Position Date and place Signature (and stamp) Tax Representative,... /, duly represented by: Full name: Position: On behalf of B.N. Kwantes: Position: Date: B.N. Kwantes CEO M. Verkaik Compliance Manager Customs Support Group ROTTERDAM, Signature 7