General conditions

In these general terms and conditions, the following definitions shall apply:

  1. Client: the natural or legal person who issues the Assignment;
  2. Contractor: Terzol Vastgoed N.V.
  3. Assignment: the agreement concluded between Principal and Contractor regarding the supply of goods and/or services and/or the performance of work, any
    addition to and/or modification of the same.
  4. Performance: the goods to be delivered by Contractor to Principal and/or the services to be rendered by Contractor and/or the work to be performed by Contractor and/or the creation and delivery of material work.
  5. Price: the consideration to be paid by Client for the Performance to be provided by Contractor.
  6. General Terms and Conditions: these General Terms and Conditions of Purchase of Terzol Vastgoed N.V.

    1. Applicability of the General Conditions.

    1.1 These general conditions apply to all offers, assignments, supplementary assignments, follow-up assignments, work, services and legal relations between the Contractor and the Client.

    1.2 Amendments and supplements to the General Terms and Conditions shall only apply if they have been agreed in writing between Client and Contractor. The amendment and/or supplement only applies to the Assignment in question.
    1.3 If any provision of the General Terms and Conditions or of an agreement between Client and Contractor is void or voidable, Client and Contractor will consult with each other and agree on a permitted provision, taking into account as much as possible the purpose and purport of the previous provision. The provision jointly agreed by the parties will be deemed to have replaced the original provision, with the General Terms and Conditions remaining in full force and effect in all other respects.

    2. Offers and formation of the Assignment

    2.1 All offers and quotations by Contractor are without obligation. An offer sent by Contractor is valid until 07 days after sending. If Client accepts an offer, Contractor has the right to revoke the offer within 3 working days of receiving the acceptance.
    2.2 If the acceptance, whether or not on minor points, deviates from the offer included in the quotation or the offer, Contractor is not bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless Contractor indicates otherwise.
    2.3 All fees, brokerage and costs payable to the Contractor shall be increased by the VAT due.
    2.4 Offers, quotations, prices or rates do not automatically apply to new quotations or offers.
    2.5 If the agreement is entered into in writing, it is concluded on the day the agreement is signed by the Client, respectively on the day the Contractor sends the written order confirmation.
    2.6 If an order is given by two or more clients, they are jointly and severally liable and the Contractor is entitled to performance against each of them for the whole.
    2.7 The Contractor must detail in its offer any deviation from the Client’s application.

    3. Amendments and supplements

    3.1 If, in Contractor’s opinion, a change in the scope and/or quality of the Order has consequences for the agreed price and/or delivery time, Contractor shall be obliged to inform Client thereof in writing as soon as possible, but in any event in good time before the change is implemented.
    3.2 In the event of additions or changes to the Order requested by Client, Contractor may only claim an increase in the price if it has informed Client in good time of the need for the price increase resulting from the requested change and Client has agreed to that price increase.

    4. Proxy

    4.1 The assignment or agreement as such does not authorize the Contractor to conclude agreements or perform legal acts (e.g., payments) on behalf of the Client.
    4.2 The Client may, however, grant the Contractor a written power of attorney with respect to the preparation and conclusion of agreements on behalf of and the performance of legal acts for the Client.

    5. Client obligations

    5.1 The Client shall be obliged to make available all data and information which the Contractor indicates that it requires for the proper performance of the assignment granted to it and/or of which the Client knows or could reasonably know that the Contractor requires such information for the proper performance of the assignment granted to it, in the form, in the multitude and in the manner desired by the Contractor and, moreover, in such timely manner that the Contractor can perform the assignment without delay.
    5.2 Unless the content or nature of the assignment clearly indicates otherwise, the Principal guarantees to Contractor the accuracy, completeness and reliability of the data and information made available to Contractor, even if such information originates from a third party. Unless the content of the assignment dictates otherwise, the Contractor is not obliged to conduct an
    targeted investigation into the accuracy and completeness of the information provided by the Principal
    5.3 Should facts or circumstances arise that the Principal knows or could reasonably know are or could be relevant to the Contractor’s performance of the assignment, the Principal shall promptly notify the Contractor of those facts and circumstances in full.
    5.4 The Client shall not be permitted to carry out or have third parties carry out activities or enter into agreements with third parties that hinder or may hinder the Contractor in the performance of the Agreement.

    6. Price

    6.1 The amount of the Price is set out in the Order.
    6.2 The agreed Price is fixed for the duration of the Order and is not subject to revision unless otherwise agreed in writing.
    6.3 The agreed Price is deemed to cover all costs required for the performance of
    the Order.
    6.4 The agreed Price is exclusive of VAT (unless explicitly stated otherwise) and includes all costs related to fulfillment of the Contractor’s obligations under the Order.

    7. Execution of the Assignment

    7.1 The Contractor shall perform the Assignment as may be expected of an expert professional Contractor and also otherwise with due regard for the reasonable expectations and interests of the Client.
    7.2 The Contractor shall be responsible for delivering the Performance and shall bear the full risk until completion of the Order and acceptance thereof by the Contractor.
    7.3 Contractor shall deliver the Performance at the time specified in the Order, unless Client has agreed in writing to a different time.
    7.4 Subject to the Client’s prior written consent, Contractor shall not employ the services of other (legal) persons or auxiliary persons in the performance of the Assignment. When engaging the services of third parties, Contractor shall remain fully liable for the performance of the Assignment.
    7.5 If the Assignment involves an appraisal, this shall be understood to mean: providing the Client with an opinion of the value of an immovable property and providing a report thereon. The Contractor shall not provide the report to third parties unless the Client has given its consent.

    8. Mediation

    8.1 An assignment to mediate involves giving advice on and conducting negotiations for the Client. An assignment to mediate may also include the drawing up of agreements – including but not limited to a purchase agreement or a rental agreement.
    8.2 The Client may also instruct the Contractor to draw up agreements – as mentioned in paragraph 1 of this article – by means of a power of attorney, without there being an assignment to mediate.

    9. Obligation of Contractor

    The Contractor is obliged not to enter into more than one mediation assignment with respect to one and the same real estate.

    10. Courtesy

    10.1 Principal owes to Contractor – if during the mediation assignment an agreement is concluded with regard to a real estate property – broker fee. The realization of an agreement is also understood to mean the client’s cooperation in an action as a result of which the real estate is wholly or partly sold, let or allocated to
    client and/or a third party and in connection therewith the execution of the assignment will not proceed any further.
    10.2 Paragraph 1 also applies if, during the term of the agreement, the agreement is not established as a result of the services of the Contractor, unless it is an agreement outside the area covered by the assignment of the Contractor.
    10.3 The Client shall also owe a brokerage fee to the Contractor if the contract is concluded after the end of the assignment as a result of the Client’s actions in breach of Article 5 paragraph 4 of the General Terms and Conditions.

    11. Brokerage on sale and purchase

    11.1 The amount of the broker fee shall be laid down in the contract.
    If the contract does not specify the amount of the broker fee, the following provisions shall apply:
    11.2 The amount of the broker fee shall in that case be 5% of the purchase price of the immovable property.
    11.3 The term purchase price means the amount payable by the buyer to the seller, excluding the costs and duties relating to the transfer, such as, but not limited to, notarial costs and transfer tax.
    11.4 If the buyer is required to pay tax on the purchase price, the tax is not included in the purchase price.

    12. Rental and lease commission

    12.1 The amount of the brokerage fee shall be laid down in the contract. If the agreement does not specify the amount of the broker fee, the following provisions shall apply.
    12.2 The amount of the brokerage fee in this case shall be 5% of the rent.
    12.3 In the brokerage calculation, rent-free periods and/or other discounts provided to the client shall not be deducted from the rent.
    12.4 The term rent shall mean the amount payable by the lessee to the lessor pursuant to the lease as consideration for the sole enjoyment
    of the real estate for the first lease year.
    12.5 In case Tenant has to pay tax on the rent, this tax is not included in the rent.

    13. Intellectual Property

    13.1 The Contractor reserves all rights in respect of products which it uses or has used and/or develops in the context of the performance of the Client’s assignment or the Agreement, insofar as these rights arise from the law.
    13.2 The Client is explicitly forbidden from directly or indirectly duplicating, publishing and/or exploiting those products, including working methods, advice, models and other products/services of the Contractor, all in the broadest sense of the word, unless it has been explicitly stipulated in writing that these products are intended for duplication, publication
    and/or exploitation. Consequently, publication, in any manner whatsoever, can only and exclusively take place after obtaining the written permission of Contractor.
    13.3 In the event of interim termination of the assignment by withdrawal of the assignment by the Client or return of the assignment by Contractor, the foregoing shall apply mutatis mutandis.

    14. Retention of title and lien.

    14.1 Contractor remains the owner of delivered items, such as but not limited to advice and reports, as long as Client has not fulfilled its payment obligations in full.
    14.2 Contractor is entitled to retain items – such as advice, information provided by Client and reports – as long as Client has not paid an invoice or has not paid an invoice in full.

    15. Liability

    15.1 Contractor is liable only to the extent shown in this article. The same applies to third parties engaged by the Contractor for the performance of the Agreement.
    15.2 The limitations of the Contractor’s liability contained in these general conditions do not apply if the damage is due to intent or gross negligence of the Contractor and/or its subordinates. The Contractor is not liable in cases of force majeure. If an error is made because the Client provided incorrect or incomplete information to Contractor, Contractor is not liable for the resulting damage.
    15.3 Contractor’s liability for indirect damage, including consequential damage, lost profits, lost savings and damage due to business stagnation is excluded at all times.
    15.4 Contractor can only be liable for direct damage, caused by an attributable failure in the performance of the obligation(s) arising from the contract. Direct damage means: (i) the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to the damage within the meaning of these conditions; (ii) the
    any reasonable costs incurred to have the Contractor’s faulty performance comply with the agreement, insofar as they can be attributed to the Contractor; (iii) reasonable costs incurred to prevent or limit damage, insofar as the Principal demonstrates that these costs have led to the limitation of direct damage as referred to in these General Terms and Conditions.
    15.5 The Contractor’s liability shall at all times be limited to the amount paid out under the Contractor’s liability insurance policy in the
    case in question. If Contractor’s insurer does not pay out, or only partially pays out, Contractor’s liability is limited to the
    maximum amount invoiced for the service from which the damage arose, at least for that part of the order to which the liability relates.
    15.6 Client shall indemnify Contractor for all third-party claims related to or arising from the legal relationship existing between Contractor and Client. Client also explicitly indemnifies Contractor for claims of third parties regarding intellectual property rights on the data provided by Client to Contractor.

    16. Force majeure

    16.1 The Contractor is not obliged to fulfill any obligation to the Client if it is prevented from doing so as a result of a circumstance which
    is not due to fault, and which is not for its account by virtue of the law, a legal act or generally accepted practice.
    16.2 The Contractor may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties shall be entitled to dissolve the agreement, without any obligation to pay damages to the other party.
    16.3 If a situation occurs as mentioned in the preceding paragraph, and the agreement has been partially executed, the client shall be obliged to fulfill his obligations towards
    Contractor up to that moment. Contractor is then entitled to separately invoice the part already fulfilled or to be fulfilled respectively. Client is obliged to pay this invoice as if it were a separate agreement.
    16.4 In these general conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which Contractor can not influence, but which Contractor is unable to fulfill its obligations.

    17. End of assignment

    17.1 The Agreement between the Parties is entered into for an indefinite period of time, unless the nature of the Agreement dictates otherwise or the Parties have expressly agreed otherwise in writing.
    17.2 An Assignment ends inter alia by:
    a. fulfillment of the assignment by the Contractor;
    b. withdrawal of the assignment by the Client;
    c. return of the assignment by the Contractor on the grounds of compelling reasons.

    18. Payment

    18.1 Payment of that which the Client owes to the Contractor must be made without deduction, discount or set-off, by crediting the amount due to a bank account specified by the Contractor and, unless otherwise agreed, in euros.
    18.2 Insofar as no other term has been agreed, payment must be made no later than fourteen (14) days after the invoice date.
    18.3 If the Client has not paid in full within the term specified in paragraph 2, he will be in default by operation of law. In such case, all claims which the Contractor has against the Client shall be immediately due and payable, without further demand or notice of default thereon.
    18.4 If the Client has not paid in full within the period referred to in paragraph 2, all costs, both judicial and extrajudicial, which the Contractor has to incur to collect that which the Client has wrongfully failed to pay, will also be for the Client’s account.
    18.5 The Contractor is authorized to suspend all work for the Client, including providing information to the Client, until full payment is received.
    18.6 If, in the opinion of the Contractor, the Client’s financial position or payment record gives cause to do so, the Contractor will be entitled to require (additional) security from the Client in a form to be determined by the Contractor.

    19 Applicable law and competent court

    19.1 Surinamese law shall apply to these general terms and conditions.
    19.2 All disputes, including those considered as such by only one of the parties, relating to an agreement to which these general terms and conditions apply, the agreements resulting therefrom or these general terms and conditions themselves, shall be submitted for settlement to the competent Cantonal Court in the First Canton.

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