SURETYSHIP CONTRACT
This suretyship contract (hereinafter the "Contract") has been entered into in [Place of signing] on [Date of the contract] between the following parties:
1. PARTIES
1.1 [Name of the creditor]
Registry code / personal identification code: [Registry code / personal identification code of the creditor]
Address: [Address of the creditor]
(hereinafter the "Creditor")
1.2 [Name of the surety]
Personal identification code: [Personal identification code of the surety]
Address: [Address of the surety]
E-mail: [E-mail of the surety]
(hereinafter the "Surety")
2. DEBTOR AND PRINCIPAL OBLIGATION
2.1 The debtor for the performance of whose obligation the Surety is liable under this Contract is:
[Name of the debtor]
Registry code / personal identification code: [Registry code / personal identification code of the debtor]
(hereinafter the "Debtor")
2.2 The Debtor is not a party to this Contract.
2.3 The principal obligation arises from the following contract: [Type of principal obligation], entered into on [Date of the contract underlying the principal obligation].
2.4 The amount of the principal obligation is [Amount of the principal obligation (€)] euros.
2.5 Description of the principal obligation:
[Description of the principal obligation]
2.6 The Surety confirms that the Surety has examined the terms of the contract underlying the principal obligation and, to the Surety's knowledge, the economic situation of the Debtor, and gives the surety of the Surety's own free will. The validity of the surety does not depend on the relationship between the Debtor and the Surety (Law of Obligations Act (VÕS) § 142 (4)).
3. GRANT OF THE SURETY
3.1 The Surety undertakes to be liable to the Creditor for the performance of the Debtor's obligation specified in clause 2 (VÕS § 142 (1)).
3.2 The surety is an accessory obligation arising from the principal obligation. The liability of the Surety cannot exceed the liability of the Debtor.
3.3 To the extent specified in clause 5, the Surety is also liable for the consequences of a breach of the obligation, in particular for the payment of late interest and a contractual penalty and compensation for damage, and for compensation of costs related to withdrawal from or cancellation of the contract. The Surety is liable for compensation of costs related to the collection of the debt from the Debtor if the Surety was given an opportunity to avoid those costs by timely notice of the intention to collect (VÕS § 145 (2)).
3.4 If the obligation secured by the surety does not consist in the payment of money, the obligation to pay compensation for damage in the event of a breach of the obligation is deemed to be secured (VÕS § 145 (3)).
3.5 A transaction entered into by the Debtor after the conclusion of the Contract does not extend the Surety's obligation (VÕS § 145 (4)).
4. TYPE OF SURETY
4.1 The Surety is liable to the Creditor jointly and severally with the Debtor (VÕS § 145 (1)).
4.2 The Creditor is entitled to demand performance of the obligation from the Surety without first having to attempt to demand performance from the Debtor.
4.3 The Surety may raise against the Creditor's claim all objections that the Debtor could have raised, except those directly related to the person of the Debtor, even if the Debtor has waived them (VÕS § 149 (1)).
5. SCOPE OF THE SURETY
5.1 The surety is limited to the amount of [Maximum amount of the surety (€)] euros, which is the maximum monetary amount of the Surety's liability.
5.2 The liability of the Surety, including for the principal obligation, interest, late interest, contractual penalty, compensation for damage and costs in total, in no case exceeds the amount specified in clause 5.1, regardless of the actual amount of the Debtor's debt.
5.3 As the Surety is a natural person, the Contract is a consumer suretyship contract (VÕS § 143 (1)). A consumer suretyship contract is void if the maximum monetary amount of the surety's liability has not been agreed (VÕS § 143 (2)), and the Surety's declaration of assumption of the obligations arising from the surety must be in written form (VÕS § 144 (2)).
5.4 If, as a result of the Creditor's activities, other securities that existed at the time of conclusion of the Contract and were given to secure the secured claim decrease, the Surety's liability is reduced by the amount corresponding to the decrease of the securities, unless the Creditor proves that the damage to the Surety is smaller (VÕS § 145 (5)).
6. TERM OF THE SURETY
6.1 The surety has been given for a specified term and is valid until [End date of the surety].
6.2 After that date, the Surety's liability ends, except with regard to claims submitted before the expiry of the term.
6.3 If the surety has been given to secure a future obligation, the Surety may cancel a surety given for an unspecified term at any time and cancel a surety given for a specified term after five years have passed since the conclusion of the Contract. After the cancellation, the surety remains valid for the obligation that arose before the cancellation (VÕS § 154).
7. NOTIFICATION
7.1 The Creditor notifies the Surety of a breach of obligation by the Debtor within [Deadline for the creditor to give notice of a breach (days)] days after becoming aware of the breach.
7.2 At the Surety's request, the Creditor provides the Surety with information on the performance of the Debtor's obligation (VÕS § 146 (1)). In the event of the Debtor's bankruptcy, the Creditor files its claim in the bankruptcy proceedings and notifies the Surety of the bankruptcy proceedings without delay (VÕS § 146 (2)).
7.3 If the Creditor breaches the obligations specified in clauses 7.1–7.2, the Creditor's claim against the Surety is reduced to the extent of the damage caused to the Surety by the breach of the obligation (VÕS § 146 (3)).
8. PERFORMANCE BY THE SURETY AND RIGHT OF RECOURSE
8.1 To the extent that the Surety has satisfied the Creditor's claim, the claim against the Debtor transfers to the Surety (VÕS § 152 (1)).
8.2 The Creditor hands over to the Surety all documents necessary for filing a claim of recourse.
8.3 If the Debtor's obligation has become collectible, the Surety may perform the obligation instead of the Debtor at any time (VÕS § 151 (2)). The Surety notifies the Debtor of the full or partial performance of the obligation (VÕS § 147 (1)).
8.4 This Contract does not affect the Surety's right to demand from the Debtor security or performance of the obligation to the Creditor in the cases provided by law (VÕS § 148).
9. TERMINATION OF THE SURETY
9.1 The surety terminates upon the termination of the obligation secured by the surety, upon the assumption of the obligation if the Surety did not give written consent to be liable for the new debtor, and, in the case of a surety for a specified term, upon the expiry of the term (VÕS § 153 (1)–(2)).
9.2 After the termination of the surety, at the Surety's request, the Creditor confirms in writing that it has no claims against the Surety arising from the Contract, or notifies the amount of the remaining claim.
10. NOTICES
10.1 Notices related to the Contract that have legal consequences are given in writing or in a form reproducible in writing (including by e-mail) to the addresses specified in clause 1 or using other details that a Party has communicated to the other Party in writing.
11. DISPUTE RESOLUTION
11.1 Disputes arising from the Contract are resolved primarily through negotiations.
11.2 Failing agreement, the dispute is resolved in court: [Court for resolving disputes].
12. FINAL PROVISIONS
12.1 Amendments and supplements to the Contract are made in written form and enter into force once both Parties have signed them.
12.2 If any provision of the Contract is or becomes invalid, this does not affect the validity of the remaining provisions. The Contract enters into force once both Parties have signed it.
13. LEGAL BASIS
13.1 The Contract is governed by the law of the Republic of Estonia, in particular the provisions of the Law of Obligations Act governing surety (§§ 142–154).
13.2 An agreement that derogates from the provisions of the Law of Obligations Act concerning surety to the detriment of the Surety is void unless otherwise provided by law (VÕS § 142 (6)).