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General Terms and Conditions Notariskantoor W.A. Palm B.V., doing business as PALM NOTARY, with its registered office and principal place of business in Curaçao, listed in the Trade Register of the Chamber of Commerce and Industry in Curaçao under number 167346.

 

1. The notarial practice shall be a practice with corporate personality. The assignment shall be given to PALM NOTARY as such. The contracting party shall be the client: one or more natural or legal persons who give the civil-law notary the assignment to perform work.

 

2. These General Terms and Conditions shall apply to all work performed and services provided by the civil-law notary and have also been laid down for the director(s) of PALM NOTARY and for all the junior civil-law-notaries and other persons working with, for or on behalf of the civil-law notary. Third parties engaged by the civil-law notary in the performance of an assignment may also rely on these General Terms and Conditions.

 

3. With regard to the acceptance of all assignments, the provisions of Articles 7:404 and 7:407, paragraph 2, of the Civil Code shall be excluded.

 

4. The liability of the civil-law notary shall be limited to the coverage for which professional liability insurance has been taken out, plus the deductible, if applicable. If, for whatever reason, no payment is made under this insurance, the liability shall be limited to an amount equal to the fee charged for the performance of the assignment in question involving the work from or as a result of which the damage and/or loss has occurred.

 

5. If a period has been agreed with or specified by the civil-law notary for the performance of certain work or for the transfer of certain objects, this shall never be a final deadline. If the period is exceeded, the client shall therefore give the civil-law notary written notice of default. The civil-law notary shall then be given a reasonable period in which to perform as yet.

 

6. A notice of liability shall be preceded by a complaint submitted to the civil-law notary. The complaint shall be submitted in good time, in writing and supported by reasons, failing which all possible claims against the civil-law notary shall lapse. Any right to compensation shall lapse if a notice of liability has not been submitted in writing within one month after the timely written notification of the complaint.

 

7. A claim for compensation may not be brought against employees of the civil-law notary, other persons who work with, for or on behalf of the civil-law notary or with whom a joint venture has been entered into, nor against directors of legal persons who are responsible for the performance of the work or with whom a joint venture has been entered into.

 

8. Any right to compensation shall in any case lapse twelve months after the event from which the liability arises either directly or indirectly; this shall not exclude the provisions of Article 6:89 of the Civil Code.

 

9. If an assignment is given by several persons, each of them shall be jointly and severally liable for paying the invoice for the work performed by the civil-law notary. If the assignment is given by a natural person on behalf of a legal person, the assignment shall be deemed to have also been given by the natural person.

 

10. When engaging third parties, the civil-law notary shall exercise due care at all times. The civil-law notary shall not be liable for any shortcomings of third parties engaged. The civil-law notary shall be deemed to have been authorized by the client to accept, on behalf of the client, any limitations of liability of third parties. The client shall indemnify the civil-law notary against any claim made by third parties, including the costs to be incurred by the civil-law notary in connection therewith, which are in any way related to the work performed for the client.

 

11. If the civil-law notary performs work in connection with a purchase agreement, the fee shall be charged to the parties as agreed by the parties in the purchase agreement. If no agreements have been made in this respect, the civil-law notary shall charge the fee to the purchaser.

 

12. An assignment shall be deemed to have been accepted:

- if the client has received confirmation of the assignment from the civil-law notary; or

- if the client takes receipt of a draft deed drawn up on behalf of the civil-law notary at the client’s request or of personal advice that has been given; or

- if the civil-law notary receives a purchase agreement stipulating that the civil-law notary will execute the deed of transfer and commences work in this respect.

The assignment shall also include work performed without ultimately resulting in a deed.

 

13. Invoices shall be paid within fourteen days after the invoice date, unless otherwise agreed or otherwise specified by the civil-law notary on or with the invoice. If this period is exceeded, the client shall be in default. The civil-law notary shall be entitled to suspend his work. In that case, the client shall owe default interest (equivalent to the statutory interest) and collection costs.

 

14. Regulations concerning the prevention of money laundering and terrorist financing shall apply to the services of the civil-law notary. Within that framework, the civil-law notary shall be obligated, inter alia:

- to conduct customer due diligence in connection with the provision of services to the client, which due diligence shall include ascertaining and verifying the client’s identity; and

- where appropriate, to report to the competent authorities without the knowledge of the parties involved in the assignment.

 

15. A debt payable by the civil-law notary cannot be assigned or pledged. This provision shall have effect under property law. Pursuant to the notarial rules of professional practice and conduct, the civil-law notary shall only pay money to the person who acts as a party to the deed and/or who is entitled to the payment based on the legal act contained in the deed, except where these rules provide otherwise. The civil-law notary shall be authorized to set off outstanding invoices against funds held on behalf of the client, whether in the trust account or otherwise.

 

16. The legal relationship between the civil-law notary and the client shall be governed by the laws of Curaçao. Any disputes shall be settled exclusively by the Court of Curaçao.

 

These General Terms and Conditions shall be available for inspection at PALM NOTARY and can be downloaded on the website of PALM NOTARY. A copy shall be sent free of charge on request and be provided when visiting our office.

 

The applicability of any purchase or other conditions of the client shall be expressly rejected.

 

These General Terms and Conditions have been drawn up in Dutch and English. In the event of a dispute regarding the content or intent of these general conditions, the Dutch version shall be binding.