General Terms and Conditions of BNP Paribas Real Estate GmbH

1 Offers
Our offers are based on the information provided to us; they are made to the best of our knowledge and belief. They are subject to confirmation and are not binding. They are made with the proviso of possible error or prior sale / prior letting.

2 Passing on of Information or Documents
Our offers and notifications are intended only for the client, are to be treated as confidential and must not be made available to third parties. If the client does pass them on to third parties and if the third party then concludes a main contract that under these General Terms and Conditions would have been subject to commission, the client undertakes to pay the relevant commission as governed by these terms. This shall be without prejudice to any further claim for damages on the grounds of unauthorized forwarding of information.

3 Intermediate Brokers and Shared Business
We are entitled to engage other persons and to transfer a part of the commission to them. On request, we are prepared to disclose whether, to whom and in what amount such payments have been or are being made.

4 Entitlement to Payment of Commission
Our entitlement to the payment of commission arises as soon as a main contract relating to the property we have named is concluded on the basis of our notification or brokerage. This stipulation shall apply accordingly even if our services represent only a contributory factor in the conclusion of a main contract. If a main contract is concluded on terms other than those originally offered or if a contract relating to another property held by the contractual partner regarding whom we provided notification is concluded, this shall not affect our right to commission, provided that the concluded transaction is identical in economic purpose with the one we offered or differs from it only to an insignificant extent. The occurrence of a resolutory condition agreed in the main contract shall be without prejudice to our claim to commission. The same applies if the contract is cancelled by the exercising of a contractual cancellation right, provided that said cancellation right is exercised for reasons for which one of the parties is responsible or which lie within the party’s scope of responsibility. Should the main contract subsequently become void for reasons not within the scope of responsibility of the broker, this shall not prejudice our claim to commission.

5 Congruence
Our entitlement to the payment of commission shall also arise in the event of purchase instead of leasing, acquisition of business shares instead of property and vice-versa, leasehold instead of purchase, and / or exchange instead of purchase or leasing.

6 Due Date of Commission Claim
The commission is due and payable within 14 days of invoicing, without any deductions. If the main contract is concluded without our participation, the client is under the obligation to inform us immediately concerning the key contents of the main contract. The client also undertakes to provide us with a simple copy of the main contract.

7 Commission Rates
The commission rates for our services as listed below apply between the client and ourselves and are to be paid to us by the client once our claim to commission arises in accordance with Figure 4. The commission rates are subject to value-added tax, except where they expressly already include VAT. The obligation to effect payment shall also apply where (i) the contract of sale is concluded not with the client, but with a company associated with the client or with a company established by the client or one of the client’s associated companies for the specific purpose of concluding the contract of sale, or where (ii) a company associated with the client’s main contract partner or a company associated with said company or established by said company for the specific purpose of concluding the contract of sale becomes a party to the contract of sale.

7.1 Sale (seller and / or buyer is an entrepreneur pursuant to Section 14 of the German Civil Code)
For land sales, the commission shall be calculated on the basis of the agreed total purchase price and all appurtenant additional payments as follows:

6 % of the value up to € 5 million,
5 % of the value over € 5 million and up to € 15 million,
4 % of the value over € 15 million and up to € 25 million and
3 % of the value over € 25 million.

The obligation to effect payment shall also apply where the land is sold to the pre-emptor exercising their right of pre-emption, rather than to a prospective buyer identified by our company and / or by way of a contract of sale brokered by our company.

7.2 Sale (seller and / or buyer is a consumer pursuant to Section 13 of the German Civil Code)
Where one of the parties to a contract of sale for land is a consumer and the transaction does not concern the sale of a single apartment or a single-family house pursuant to Sections 656 ff of the German Civil Code, our commission shall be calculated on the basis of the agreed total purchase price and all appurtenant additional payments as follows, depending on the date of conclusion of the contract of sale:

as a percentage of the value up to € 5 million 7.14 % including VAT
as a percentage of the value over € 5 million and up to € 15 million 5.95 %
including VAT
as a percentage of the value over € 15 million and up to € 25 million 4.76 %
including VAT
as a percentage of the value over € 25 million 3.57 % including VAT

7.3 Purchase of an apartment / single-family house (buyer is a consumer pursuant to Section 13 of the German Civil Code)
Where we conclude a commission agreement with the seller and the buyer, who is a consumer, relating to the purchase of a single apartment or a single-family house, the commission shall be shared on a 50:50 basis between seller and buyer. This shall also apply where only one party has commissioned our services and the other party is obliged to pay or reimburse the commission. The commission shall be calculated on the basis of the agreed total purchase price and all appurtenant additional payments. The seller and the consumer in their capacity as buyer shall thus each be required to pay the following commission, depending on the date of conclusion of the contract or sale:

as a percentage of the value up to € 5 million 3.57 % each, incl. VAT
as a percentage of the value over € 5 million and up to € 15 million 2.97 % each, incl. VAT
as a percentage of the value over € 15 million and up to € 25 million 2.38 % each, incl. VAT
as a percentage of the value over € 25 million 1.78 % each, incl. VAT

The above-stated obligations to effect payment shall also apply where the apartment or single-family house is sold to the pre-emptor exercising their right of pre-emption, rather than to a prospective buyer identified by our company and / or by way of a contract of sale brokered by our company.

7.4 Heritable Building Right
For the granting or transfer of heritable building rights, the commission is calculated on the basis of the value of the land and of any structures and / or buildings on it, at the following rates: 6 % for a value up to € 5 million, 5 % for a value over € 5 million up to € 25 million, and 4 % for a value over € 25 million.

7.5 Transfer of Company Membership Rights
For the transfer of company shares or other company membership rights, the commission is calculated on the basis of the value of the agreement, at the following rates: 6 % for a value up to € 5 million, 5 % for a value over € 5 million up to € 25 million, and 4 % for a value over € 25 million. The contractual value in the sense of this stipulation is the relevant cumulated value of the unencumbered land and buildings.

7.6 Planning
If the sale of the land as per the cases mentioned in Clauses 7.1 to 7.5 is subject to any contractual or other agreements affecting the economic utilisation of the land, such as in particular, but not only, contracts with design / build contractors, general contractors, all building and architects’ measures or services (planning), the economic value of this planning is added to the value of the agreed land price, the value of the heritable building rights or the contractual value of the transfer of company membership rights, as applicable, prior to the calculation of the commission to be paid to us.

7.7 Purchasing Option and Pre-Emptive Right
For the arrangement of purchasing options and pre-emptive rights, the commission to be paid is 1 % of the relevant value, which is the total purchase price together with all subsidiary payments.

7.8 Letting and Leasing

The gross monthly rent is the basic rent plus advance service charges, without VAT.
For rental agreements with a duration of less than 10 years, the commission to be paid by the client is the equivalent of 2.5 gross monthly rents.
For rental agreements with a duration of 10 years or more, the commission to be paid by the client is the equivalent of 3 gross monthly rents.
When options are agreed – regardless of whether the actual exercising of these options is yet certain or not – relating to area or tenancy duration or preliminary rental agreements, irrespective of the agreed fixed duration and above-cited commission rates, the commission to be paid by the client is increased by the equivalent of one further gross monthly rent.
When a rent with progressive increase is agreed as the gross monthly rent, the level of the commission in accordance with the above stipulations is calculated on the basis of the average monthly rental payment for the entire duration of the rental agreement.
Periods during which no rent or a reduced rent is to be paid shall not be taken into account.
The above stipulations apply accordingly on the conclusion of a lease contract.

7.9 Letting and Leasing of Shop Premises / Retail

The net monthly rent is the basic rent, without service charges, without VAT.
Regardless of the duration of the lease, the commission to be paid by the client is the equivalent of 3.6 net monthly rents.
When options and pre-emptive leasing rights are agreed – regardless of whether the actual exercising of these options or rights is yet certain or not – the commission to be paid by the client is increased in each case by the equivalent of one monthly net rent irrespective of the above-cited rate of commission.
The level of the commission in accordance with the above stipulations is calculated on the basis that the net rent is the average monthly rental payment for the entire duration of the rental agreement or the period of the option. Periods during which no rent or a reduced rent is to be paid are disregarded.
When key money is paid or compensation payments are made to the owner or other third parties (e.g. compensation for rights and claims, fixtures or furnishings, merchandise), the commission to be paid is increased – irrespective of the above-cited rate of commission by 5 % of the agreed key money or compensation payment.

8 Rendering of Services for Third Parties
We are entitled to work for the other contracting party, too, regardless of whether this is done on a paid or unpaid basis.

9 Liability
Our liability for any damage shall be limited to the amount of the commission payable and incurred pursuant to Clause 6 above. The liability cap does not apply in case of any damage due to gross negligence or wilful intent, or for any damage involving the loss of life, limb or health, or where negligence relates to the breaching of substantial contractual obligations, i.e. obligations which are intrinsic to the contract and which the customer may therefore rightly expect to be fulfilled. We shall assume no liability for the accuracy and completeness of any information or documents submitted to us by clients or their advisors. We shall, however, inform the client of any inaccuracies with regard to such information / such documents which we become aware of within the context of our contractual obligations. Furthermore, we shall not be liable for any damage due to cyberattacks (such as through viruses, Trojan horses etc.) insofar as the appropriate technical and organisational measures were in place at the time of the event. Any liability for loss of profit on our part shall be excluded. The client shall not disclose any reports, other deliverables or work results to third parties without our prior written approval. Our approval may be made conditional on the third party confirming the limitation of liability agreed with the client, as well as on it signing a so-called “declaration of non-reliance” with us beforehand.

10 Publication and Communications

If the client issues a press release and / or publishes any statement relating to the transaction, we are to be named as advisers in the transaction. If publication is effected by the client’s main contract partner, the client shall work towards our being so named. We shall be entitled to issue a press release or other statement of our own.
The client consents to the use of emails within the framework of the business relationship and also to the transmission of advertising; the latter consent may be revoked at any time.
The client consents to our using the business relationship with the client and / or the subject matter of the contract as a reference.

11 Advertising and consent
The client consents to being contacted for advertising purposes by electronic means, by telephone and by post, using the contact information acquired in the course of the business relationship. The client may revoke their consent at any time without notice and without any requirement to state any reasons or to observe a formal procedure. Revocation may be submitted to datenschutz@realestate.bnpparibas.

12 Data Protection
Further information on the handling of personal data, in particular about the purposes for which we process customer data, as well as on rights of data subjects and contact persons, can be found in our Data Protection Notice at www.realestate.bnpparibas.de/datenschutz.

13 German Energy Pass
The client undertakes to provide us with a copy of a valid “Energieausweis” (German Energy Pass) no later than at the beginning of marketing. The client warrants to indemnify us in the event that any claims are brought against us regarding incomplete or missing information in connection with the Energieausweis.

14 Dispute Resolution Procedures for Consumers Pursuant to VSBG
The general office for the settlement of consumer disputes (“Allgemeine Verbraucherschlichtungsstelle”) at the Zentrum für Schlichtung e.V., Strassburger Strasse 8 in 77694 Kehl am Rhein, Germany, is available at
www.verbraucher-schlichter.de in accordance with the German act on alternative dispute resolution for consumer disputes (VSBG). In the event of a dispute with a consumer, we shall not submit to the alternative resolution of such dispute in accordance with the German act on alternative dispute resolution for consumer disputes (VSBG).

15 Applicable Law / Place of Jurisdiction
The business relationship with the client shall be solely governed by the laws of the Federal Republic of Germany. If the client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for any disputes arising from this contractual relationship shall be Düsseldorf.

16 Partial Invalidity
Should any provision in our General Terms and Conditions be entirely or partly invalid, this shall not affect the validity of all the other provisions in our General Terms and Conditions. Any provision that is invalid or null and void shall be replaced by the appropriate statutory provision.

17 Combating Bribery and Corruption
The Client undertakes that, neither itself nor any of its subsidiaries, directors, officers, employees will engage in any activity or conduct in connection with this Agreement that would violate any applicable anti-corruption and anti-bribery laws and regulations. As part of the BNP Paribas Group we are strongly committed to fighting bribery and corruption. We therefore not only comply with the German anti-bribery and corruption regulations, but also with the French Sapin II standard, which is intended to ensure alignment with international compliance standards (Foreign Corrupt Practices Acts – “FCPA” – in the USA and UK Bribery Act, OECD Convention against Bribery of Foreign Public Officials in International Business Transactions, etc.). We reserve the right to terminate the business relationship if the Client should be targeted for bribery or corruption in accordance with the above standards.

18 Sanctions and asset freeze / Prevention of Money Laundering / Counterterrorism
The Client declares and guarantees that neither they nor any of their subsidiaries, Directors or Senior Managing Officials is a natural or legal person (“Person”) who is, or is owned or controlled by a Person who is,
(i) the target of any sanctions;
or
(ii) located, registered, domiciled or resident in a Sanctioned Country or territory.
In addition, the Client confirms and guarantees to comply with the legal regulations related to Sanctions regulations and commits not to allow persons or entities targeted by sanctions measures to benefit from the proceeds of the transactions or services provided by us.
The Client confirms and guarantees that the transaction to be carried out or the nature of the business relationship with us has no links to MSC-related operations/investments, the origin of the funds used for this transaction, including the fees to be paid to us, do not originate directly or indirectly from any of the designated MSCs. Major Sanctioned Countries (MSCs) are countries that are subject to comprehensive embargoes or that are considered high-risk countries according to the BNP Paribas Group's criteria and for which the BNP Paribas Group has decided to implement identical enhanced control measures. These are the current MSCs: Cuba, Iran, Syria, North Korea, Crimea/Sevastopol region.
In addition, we must be notified if the service and/or transaction is related to an MSC and the source of funds used for that service and/or transaction, including fees payable to us, originate directly or indirectly from one of the designated MSCs.
Thus, we reserve the right to immediately terminate this contract as of right without notice, in the event that the Client, one of its subsidiaries, Directors, Senior Managing Officials, is subject to Sanctions.
In the event that an interested party, identified by us (counterparty) is subject to a sanction measure, including asset freezing, we have the option to reject the offer received. The Client agrees to this procedure and will not assert any claims against us in this case.
Furthermore, if during the commercial process and after transmitting the offer to the Client, it appears that the counterparty is targeted by a Sanctions measure, the Parties agree to suspend the transaction process with regard to this counterparty.
In the interest of the present clause, “Sanctions” means any economic or financial sanctions or restrictive measures, including particularly asset freeze measures administered or enforced by the United Nations Security Council, the European Union, the French Republic, the United States of America, or any other competent authority regarding Sanctions. “Sanctioned Country” means any country or territory subject to Sanctions prohibiting any relations with that country or territory.
The Client undertakes to provide us with all information and documents requested in the context of identification, anti-money laundering and anti-terrorist financing. We reserve the right to terminate the business relationship extraordinarily in case Client fails to comply with its obligations to cooperate in the identification process, is associated with money laundering/terrorist financing or is affected by sanctions. The Client declares that he will indemnify us against all costs or damages that may arise from such termination.

_{Diversity plays an integral role at our company, which is why we strive to use inclusive, appreciative language. Given that we are primarily active in the B2B area, we use neutral terms such as “client”, “partner” and “investor”, all of which do not refer to individuals but to companies, institutions and other organisations.}