GENERAL TERMS AND CONDITIONS OF DUTCH CARIBBEAN REAL ESTATE
Effective October 2007
Article 1: APPLICABILITY
1.1 These General Terms and Conditions govern all assignments that are issued or
accepted by Dutch Caribbean Real Estate or one of its employees who is authorised to do so and who performs the work in question on behalf of Dutch Caribbean Real Estate. These General Terms and Conditions form part of all agreements between Dutch Caribbean Real Estate and the Client.
1.2 Any changes to these General Terms and Conditions will be valid only if they are
confirmed in writing by Dutch Caribbean Real Estate. Save for the changes confirmed in writing as described in the foregoing paragraph, the provisions contained in these General Terms and Conditions will continue to apply in full.
1.3 These can also be obtained at www.dutchcaribrealestate.com. These
General Terms and Conditions have been drawn up in English and Spanish. In the event of any dispute with regard to the content and purport of these General Terms and Conditions, only the Spanish text and its meaning within the jurisdiction of the Dominican Republic will be binding.
Article 2: DEFINITIONS
2.1 In these General Terms and Conditions, the terms listed below have the following
meaning:
Assignment: an agreement pursuant to which Dutch Caribbean Real Estate, either alone
or together with one or more Contractors, undertakes towards one or more Clients, against payment of a commission, to engage in executing agreements in respect of real estate in
the broadest sense of the words and/or related rights between the Client (s) and a third party or parties.
Dutch Caribbean Real Estate: Dutch Caribbean Real Estate, S. A. a corporation formed under the laws of the Dominican Republic, with mercantile registration number 4104-2007 and Tax Registration number 1-30-428166, having its registered office in Calle Duarte No. 2, Sosua, Puerto Plata, Dominican Republic, and is current or future affiliates according to the terms of the Commercial Code of the Dominican Republic and or special commercial provisions.
Client : Dutch Caribbean Real Estate's other contractual party in respect of an Assignment or
Contract.
Commission : The sums expressed in a percentage or in an ordinal figure, to which Dutch Caribbean Real Estate is entitled in connection with a Contract.
Article 3: ASSIGNMENT
3.1 An Assignment is agreed by the parties when Dutch Caribbean Real Estate has confirmed the content of the Assignment to the Client in writing or when Dutch Caribbean Real Estate commences work.
3.2 Changes to an Assignment can be implemented only by written confirmation by Dutch Caribbean Real Estate.
3.3 All Assignments are accepted and performed exclusively by Dutch Caribbean Real Estate, even if it is explicitly or tacitly intended that the Assignment will be performed by a particular
person.
Article 4: TERM AND TERMINATION OF THE ASSIGNMENT
4.1 An Assignment can run for a fixed term or for an indefinite period of time.
4.2 An Assignment for an indefinite period of time ends by termination. Either party may
terminate an Assignment by giving notice with due observance of a notice period of
one month. Termination must be effected in writing.
4.3 An Assignment for a fixed term ends when the Assignment's term has lapsed or
when the Assignment has been completed.
4.4 Notwithstanding the provisions contained in the foregoing paragraphs of this Article,
either party is authorized to terminate the Assignment effectively immediately, by
giving notice in writing, for weighty reasons including a breach by the other party in
the performance of its obligations arising from the Assignment, a serious disturbance
in the parties' relations, or if the other party is granted a suspension of payments or is
declared bankrupt.
4.5 In the event that an Assignment ends due to termination for the causes expressed in Articles 4.2, 4.3 or 4.4 of these General Terms and Conditions, because the Assignment has been completed or due to the expiry of the term for which the Assignment was entered into, the Client will be obliged to pay Dutch Caribbean Real Estate the Commission due. That Commission will be paid in accordance with the provisions contained in the Assignment confirmation and in Article 6 of these General Terms and Conditions; in addition, Dutch Caribbean Real Estate will be reimbursed for the costs it incurred in performing or in connection with the Assignment.
Article 5: PERFORMANCE OF THE ASSIGNMENT
5.1 Dutch Caribbean Real Estate will perform the Assignment properly and carefully and will represent the Client 's interests to the best of its knowledge and ability with due observance
of the justified interests of the Client .
5.2 During the term of the Assignment the Client will refrain from performing activities
that could hinder or impede Dutch Caribbean Real Estate in the performance of the Assignment.
The Client will not conclude any agreements with respect to the Assignment
without involving Dutch Caribbean Real Estate and will not conduct any negotiations in that respect.
5.3 In performing the Assignment Dutch Caribbean Real Estate may engage the services of other legal entities or natural persons, such as assistants or co brokers. Dutch Caribbean Real Estate will exercise due care when engaging third parties. In the legal relationship with the Clients, these General Terms and Conditions apply accordingly to the services provided or to be provided by that other legal entity or natural person on the instructions of Dutch Caribbean Real Estate. If the liability of Dutch Caribbean Real Estate is based on an error that is attributable to a third party or parties or an assistant engaged by Dutch Caribbean Real Estate, the liability of Dutch Caribbean Real Estate will be limited to the amount of the commission due to be received from The Client.
5.4 During the term of the Assignment the Client will make available to Dutch Caribbean Real Estate all relevant information necessary for the proper and speedy performance of the
Assignment. In addition, the Client is obliged to render every assistance to Dutch Caribbean Real Estate. The Client guarantees the accuracy, completeness and reliability of the
information provided to Dutch Caribbean Real Estate, even if that information was received from third parties. The Client is also obliged to provide Dutch Caribbean Real Estate, at its own accord, with all information that the Client knows or reasonably should know or could be
necessary for the proper performance of the Assignment.
5.5 Unless otherwise agreed in writing by the parties, during the term of the
Assignment the Client is not permitted to give similar assignments to third parties
in respect of the real estate to which the Assignment relates.
Article 6: COMMISSION AND COSTS
6.1 Unless the parties agree otherwise, the Commission and additional costs are
exclusive of the local taxes legally due.
6.2 Dutch Caribbean Real Estate will lay down the amount of the Commission, or the basis for
its calculation.
6.3 If it is not possible to determine the Commission in accordance with the provisions
contained in the Assignment confirmation, Dutch Caribbean Real Estate will determine the
Commission due from the Client on the basis of generally accepted standards. Non withstanding the foregoing paragraph, the commission shall be established in the written contract between the Client and Dutch Caribbean Real Estate.
6.5 The Client will owe Dutch Caribbean Real Estate the advances and advertising costs due as well as all costs that Dutch Caribbean Real Estate reasonable incurs for the benefit of the Client. in the performance of or in connection with the Assignment.
Article 7: PAYMENTS
7.1 Unless otherwise provided in these General Terms and Conditions or the Client and
Dutch Caribbean Real Estate have agreed, claims against the Client for Commission
due are payable if and as soon as the Assignment has been performed or ends for
any other reason.
7.2 The Client must make payment not later than 14 days after the invoice date,
without any deduction, discount, settlement, suspension or withholding, in United States Dollars (US) or Euros (€), by means of transfer to a bank account to be indicated by Dutch Caribbean Real Estate .
7.3 If the Assignment has been given by more than one Client jointly, each of them is
jointly and severally liable for all of the obligations towards Dutch Caribbean Real Estate arising from or in connection with the Assignment.
7.4 In the event that Dutch Caribbean Real Estate is not paid in a timely manner, the Client will be in default without any further demand or notice of default on the part of Dutch Caribbean Real Estate being required.
7.5 In the event that the Client is in default, the Client will owe interest on the
outstanding amount, equal to 2% per calendar month. A portion of a calendar month
will be deemed a full calendar month. The Client will also be obliged to reimburse
the out-of-court and collection costs to be incurred by Dutch Caribbean Real Estate, equal to at least 15% of the outstanding amount with a minimum amount of US$ 400.
7.6 Payments by the Client will first serve to pay the collection costs and legal fees due, will then serve to pay the interest due and will finally serve to pay the outstanding invoices.
Article 8: POWER OF ATTORNEY
8.1 The Assignment comprises a duty or power of attorney to conclude
agreements with one or more third parties in respect of Real Estate on behalf of the
Client or to perform any legal acts for the Client 's account.
Article 9: LIABILITY AND INDEMNIFICATION
9.1 Liability of Dutch Caribbean Real Estate, and/or any legal entity or natural person engaged by Dutch Caribbean Real Estate, for any damage that the Client suffers during or in connection with the performance of the Assignment is excluded unless the damage was caused by an
Intentional act or gross negligence.
9.2 The Client will indemnify Dutch Caribbean Real Estate and/or legal entities or natural persons engaged by Dutch Caribbean Real Estate against all liability of third parties, on any basis whatsoever, in connection with or arising from the Assignment.
Article 10: APPLICABLE LAW AND DISPUTES
10.1 The Agreement between the Client and Dutch Caribbean Real Estate is governed by the Laws of the Dominican Republic.
10.2 All disputes between the Client and Dutch Caribbean Real Estate arising from the agreements they conclude, including disputes relating to the Commission, costs and the fulfilment of the Client 's payment obligations towards Dutch Caribbean Real Estate, will be submitted exclusively to the Courts of the Dominican Republic, unless provisions of mandatory law provide otherwise.
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