GENERAL TERMS AND CONDITIONS
NOTARISPRAKTIJK MR. A.H. SCHOUTEN B.V.
[FIRM OF CIVIL-LAW NOTARIES
A.H. SCHOUTEN, LL.M., B.V.]
Article 1. Definition
In these general terms and conditions the following terms are defined as stated below:
1.1 Schouten: Notarispraktijk Mr. A.H. Schouten B.V., a Bonaire-based private limited company, incorporated under the laws of Bonaire, aimed at practising the notarial profession.
1.2 Civil-law notary: the civil-law notary/notaries employed with Schouten, his/their deputy/deputies and his/their assistant(s) who is/are (also) responsible for the implementation of the engagement.
1.3 Client: the natural and/or legal person(s) who (also) assign(s) the engagement to provide services and for whom the civil-law notary performs work.
1.4 Engagement: the agreement within the meaning of Article 7:400 of the BES Civil Code (“BW BES” – Dutch abbreviation), with Schouten undertaking towards the client to provide certain services. With the exclusion of the articles 7:404 and 7:407 paragraph 2 BW BES, all engagements are exclusively accepted by Schouten himself.
Article 2. Scope of application
2.1 These general terms and conditions apply to the services and all other work performed by Schouten, without any exception.
2.2 The applicability of other general terms and conditions is expressly excluded, unless agreed otherwise in writing.
Article 3. The engagement
3.1 A letter of engagement between a client and Schouten is only effected after Schouten or an assistant employed with Schouten and authorized to that effect accepts an engagement by the client to perform work.
3.2 The work shall be performed by the civil-law notary with due observance of the legal and other regulations applicable to him/her as a civil-law notary.
3.3 In performing the work, Schouten is authorized to engage third parties to be so appointed by its office. In selecting third parties, Schouten shall exercise due care. Schouten is not liable for any acts or omissions of third parties.
3.4 Engagements so provided, shall be implemented by the civil-law notary solely for the benefit of the client. Third parties may not derive any rights from this, unless the contrary arises from mandatory law.
3.5 The client is obliged to provide the civil-law notary with any information deemed reasonably necessary to deal with the engagement and to inform the latter as soon as possible of any changes to the information provided. The civil-law notary is authorized to suspend performance of the engagement until the client has complied with the aforementioned obligation. In the event the client provides incomplete, incorrect or unreliable information to the civil-law notary, as a result of which the latter suffers damage or has to incur additional costs, Schouten is entitled to charge the client for such damage and costs and the client is obliged to compensate these.
3.6 If the client wishes to make changes to the original engagement, regardless of the nature of such changes and regardless of the manner in which this wish is expressed, orally or in writing, and these changes lead to additional costs in the implementation of the engagement, Schouten is entitled to charge these additional costs to the client.
Article 4. Fee
As regards the services, the usual rates charged by Schouten for such services will be charged, unless agreed otherwise in writing between the client and Schouten. In addition to these rates, the client also owes all costs involved in the implementation of the engagement, such as costs of the land registry or the trade register, dispatch costs, etc.
Article 5. Termination of the engagement
The agreement shall terminate after completion of the work and as soon as the client has paid the costs pertaining thereto. If the client wishes to terminate the agreement earlier, the work performed up to that time shall have to be paid in full by the client pro rata, subject to the progress of the engagement and the costs incurred, unless agreed otherwise in writing between the client and the civil-law notary.
Article 6. Payment
6.1 Unless stated otherwise on the invoice, the final amount of the invoice shall have been credited to the bank account as specified by the civil-law notary at the latest on the date of executing the deed, yet prior to the time of its execution. It is also possible to pay the amount due by cash payment or payment via the ATM at the office of the civil-law notary.
6.2 Payments may only be made by the client(s) who owe(s) the relevant amount and not by a third party on behalf of the client(s).
6.3 In view of the rules applicable to the civil-law notary, payments by the civil-law notary shall only be made to the direct entitled party (e.g. the seller of an immovable property) and not to any third party.
6.4 If dealing with the engagement requires more than one month, Schouten has the authority to invoice in the interim. If such interim invoice is not paid within the period stated on it, Schouten may suspend the further implementation of its engagement until the relevant invoice has been paid.
6.5 Schouten may require an advance from the client before commencing with the implementation of the engagement. An advance shall only be set off against the final invoice at the end of the engagement.
6.6 If payment is not made in time, the client will be in default without any summons or notice of default being required and from the moment of the expiry of the due date he will be liable for both the judicial and extrajudicial costs incurred by Schouten for the collection of the claim, as well as with regard to the time spent by Schouten on the collection in connection with this, based on Schouten’s customary hourly rate. The client will also be due statutory interest on such claim until the day of the actual transfer.
6.7 Any reliance on suspension or setoff by the client is excluded.
Article 7. Client’s liability
7.1 In the event that an engagement is provided by more than one person, each of them shall be jointly and severally liable for the amounts owed to the civillaw notary by virtue of such engagement. In the event that an engagement is provided by a natural person on behalf of a legal entity, if this natural person may be regarded as the (co-)policymaker of such legal entity, this natural person shall also be a private client. In the event of non-payment by the legal entity, that natural person shall therefore be personally liable for payment of the invoice, irrespective of whether the invoice, whether or not at the request of the client, is made out in the name of a legal entity or in the name of the client as a natural person. In the event of the death of the client, his rights and obligations shall pass to his successors by universal title.
Article 8. (Professional) liability of the civil-law notary / Schouten
8.1 Except insofar as this is legally impossible, any liability on the part of Schouten, its affiliated persons and all persons involved in the implementation of the engagement or who could be held liable in connection therewith, shall be limited to the amount paid out in the relevant case under the liability insurance(s) taken out by Schouten, increased by the applicable deductible pursuant to such insurance(s).
8.2 Schouten excludes, also for the benefit of the ‘Stichting Derdengelden Notarispraktijk Mr. A.H. Schouten‘ [Foundation Clients’ Funds] that may be involved, any liability resulting from or in any way connected with the insolvency of, or the non-compliance with obligations by or on behalf of any bank, financial institution or other third party.
8.3 Without prejudice to the provisions set out in the articles 1 and 3 of these general terms and conditions, these general terms and conditions, including the limitations of liability included herein, apply not only for the benefit of Schouten, but may also be invoked by and for the benefit of all persons involved in the implementation of the engagement and/or who are liable or may be held liable in any manner whatsoever in connection therewith, including the persons associated with Schouten and the ‘Stichting Derdengelden Notarispraktijk Mr. A.H. Schouten‘. The client indemnifies Schouten and all other persons referred to in the previous sentence against all claims of third parties that are in any way related to or arise from the engagement and/or work performed for the client. This indemnification includes the costs of legal fees. This provision shall be regarded as a third-party clause as referred to in the articles 6:253 up to and including 6:256 of the BES Civil Code.
8.4 The limitation of liability described in this article shall also apply in the event that the civil-law notary is liable for errors made by third parties engaged by him, the equipment, data files, registers or other matters used by him in the implementation of the engagement, without exception.
8.5 The limitation of liability as described in this article shall also apply in the event that the civil-law notary has wrongfully refused his/her service and damage has ensued as a result thereof.
8.6 Any claim for damages against (i) former, current and future (direct or indirect) shareholders of Schouten and (ii) individuals who work for and/or are associated with Schouten, such as civil-law notaries, employees, consultants, directors, trainees and freelancers (past, present or future) is excluded. This provision shall be regarded as a third-party clause as referred to in the articles 6:253 up to and including 6:256 of the BES Civil Code.
8.7 A claim against a person referred to in this article shall in any case lapse if Schouten is not notified of the claim in writing within one year following the discovery of an event or circumstance that gives or may give rise to liability.
Article 9. Choice of law
9.1 The legal relationship between the civil-law notary and clients shall be governed exclusively by the laws of Bonaire, to the exclusion of rules of private international law that lead to the application of the law of another jurisdiction. The Court of First Instance of Bonaire shall have exclusive jurisdiction to hear any disputes relating to the services provided by Schouten.
Article 10. Money Laundering and Terrorist Financing (Prevention) Act [Wwft – Dutch abbreviation]
10.1 The services provided by Schouten shall be subject to the BES Money Laundering and Terrorist Financing (Prevention) Act (BES Wwft). In connection with this, Schouten is obliged, among other things, to duly identify its clients. Schouten shall inform the client which identification requirements apply to the client and the client shall comply with such requirements. In addition, Schouten is legally obliged to report unusual transactions to the Office for the Disclosure of Unusual Transactions of the FIU the Netherlands.
The client shall agree to this.
Article 11. Assignment and Pledging
11.1 Claims against Schouten may not be assigned or pledged without its express prior consent in writing. This prohibition is subject to property-law.
Article 12. Availability general terms and conditions
12.1 These general terms and conditions have been filed with the Registry of the Court of First Instance in Bonaire and can be consulted on the website: www.bonairenotaris.com.