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 ready 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. Our entitlement to the payment of commission arises in particular 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.

5 Due Date of Commission Claim
Our commission claim becomes due when the main contract is concluded. The commission is 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.

6 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.

6.1 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 € 3 million,
5 % of the value over € 3 million and up to € 5 million,
4 % of the value over € 5 million and up to € 25 million,
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.

6.2 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 € 3 million 7.14 % including VAT
as a percentage of the value over € 3 million and up to € 5 million 5.95 % including VAT
as a percentage of the value over € 5 million and up to € 25 million 4.76 % including VAT
as a percentage of the value over € 25 million 3.57 % including VAT

6.3 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 € 3 million 3.57 % each, incl. VAT
as a percentage of the value over € 3 million and up to € 5 million 2.975 % each, incl. VAT
as a percentage of the value over € 5 million and up to € 25 million 2.38 % each, incl. VAT
as a percentage of the value over € 25 million 1.785 % 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.

6.4 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: 5 % for a value up to € 5 million, 4 % for a value over € 5 million up to € 25 million, and 3 % for a value over € 25 million.

6.5 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: 5 % for a value up to € 5 million, 4 % for a value over € 5 million up to € 25 million, and 3 % 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.

6.6 Planning
If the sale of the land as per the cases mentioned above in Clauses 6.1 to 6.5 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.

6.7 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.

6.8 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.

6.9 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.

7 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.

8 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. 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. Any claims for damages expire by limitation 3 years after the claim has arisen.

9 Publication and Advertising

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 the publication is affected by the client’s main contract partner, the client shall work towards our being so named. We are anyway 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.

10 Data Protection
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 https://data-privacy.realestate.bnpparibas.

11 Client Identification
The client is aware that, pursuant to the German Anti Money Laundering Act (GwG), we are obliged to identify our clients. This Act also places the client under an obligation to provide us with all the requisite information and documentation and to inform us promptly of any changes which occur in the course of our business relationship. In case the client does not comply with its aforementioned duties of cooperation and identification pursuant to the German Anti Money Laundering Act, we shall be entitled to terminate the business relationship with the client for good cause. This does not affect any claims for commissions which might have arisen.

12 German Energy Pass
The client undertakes to provide us with a copy of a valid “Energieausweis” (German Energy Pass) not later than the beginning of the 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.

13 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).

14 Applicable Law / Place of Jurisdiction
The business relationship with the client shall be solely governed by the laws of the Federal Republic of Germany. The place of jurisdiction for independent businesspeople is Düsseldorf.

15 Partial Invalidity
If any provision in our General Terms and Conditions shall 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.

16 Combating Bribery and Corruption
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.

General Terms of Business of BNP Paribas Real Estate GmbH