Unless specified otherwise in individual cases (e.g. performance-independent compensation and/or expense reimbursement), the accruement of a commission claim of Savills Immobilien Beratungs-GmbH (in the following referred to as "Real Estate Agent") toward the Customer for the provision of information and/or brokerage services of the Real Estate Agent is based on statutory provisions (Art. 652 et seq. BGB [German Civil Code]). Several commission claims shall stand side-by-side in a cumulative manner.
In the event of the conclusion of a purchase agreement (as defined below), the commission payable by the Customer shall amount to 5% of the contract value (as defined below) up to and including €5 million, 4% of the contract value above €5 million up to and including €20 million, as well as 3% of the contract value in excess of €20 million.
A "Purchase Agreement" in this sense shall be
a) contracts for the obligation to transfer a real estate property, real or abstract share in a property and/or for the granting and/or transferring of a hereditary building right and/or other property-like rights or permanent rights of use (asset deal); and/or
b) contracts for the granting and/or transferring of one or several shares in a company, which directly or indirectly holds a property, a real or abstract share in a property, a property-like right and/or a permanent right of use, and/or in another corporation and/or enterprise (share deal); and/or
c) any other contract that realizes the intended purchase or sale of a property, hereditary building right and/or other property-like right or permanent right of use in another manner and that is economically comparable with the intended main contract, such as for example the contribution of a property, hereditary building right and/or other property-like right or permanent right of use to a corporation. The acquisition during the judicial execution shall only be included in this context if such has been agreed to in an individual case.
"Contract Value" is the respectively contractually agreed-upon purchase price and/or the cash value of a potential other compensation (interest on building rights, annuity, etc.) calculated in accordance with the Valuation Law in addition to a potential purchase price or (utilization) compensation for movable inventory, operational facilities and/or operational and business equipment including any (ancillary) services, which benefit the respective seller or third parties through the purchase agreement or due to the purchase agreement and/or as a result of the purchase agreement. In addition, all encumbrances, liabilities, obligations and/or other negative balances, which are taken over by the respective buyer or third parties together with the respective purchase object, will be added positively to the contractually agreed-upon purchase price or other compensation; in this context it is of no consequence whether these encumbrances, liabilities, obligations and/or other negative balances burden the respective purchase object directly or (for example in conjunction with the transfer of corporate shares) represent liabilities of a corporation, in which shares are purchased or sold. Not part of the contract value are sales tax on the purchase price, certification and court fees and/or the amount of the potentially arising real estate transfer tax payable by the respective buyer.
In case of an agreement of a right to buy, purchase option and/or preemptive right, the commission payable by the Customer shall amount to 1% of the contract value. In case the right will be exercised, the Customer shall also owe the commission, pursuant to the aforementioned a) to c).
In case of a conclusion of rent or lease contracts, the commission
a) for contracts for retail areas (sales, storage, personnel areas, and similar) shall be 3.0% of the net rent payment for the entire fixed term of the contract (for a maximum of 10 years), however at least 3.0 monthly net rent payments, plus 1.0% of the net rent payment for any optional lease terms;
b) for contracts for office areas, industrial areas (logistics, storage, workshop, production areas, and similar) as well as wholesale areas or other areas (with the exception of retail areas) shall be at least 3.0 gross monthly rent payments, from a fixed term of at least five and less than 10 years 3.5 gross monthly rent payments, from a fixed term of at least 10 and less than 15 years 4.0 gross monthly rent payments and from a fixed term of 15 years or more 4.5 gross monthly rent payments, respectively plus 1.0 gross monthly rent payment per the agreed upon optional lease term;
"Net (monthly) rent payment" is the contractual (monthly) base rent payment (or lease) without services for ancillary and operational costs. "Gross monthly rent payment" is the net monthly rent payment plus the initial prepayment or the flat fee for ancillary and operational costs. "Fixed term" is the contractually agreed-upon term during which the rent or lease agreement cannot be duly terminated; any potential contractual extensions as a result of preemptive rights or similar will not be taken into consideration in this context. "Optional lease term“ is the term by which the rent or lease agreement may be extended due to a preemptive right of one or both parties, regardless whether the exercising of the preemptive right is still uncertain.
In case of an agreement of a right to lease, preemptive right to lease or preemptive lease agreement (or a respective right in regards to a lease relationship), the commission payable by the Customer for contracts for retail space shall amount to 1.0% of the net lease payment for the (lease or preemptive) rental area for the entire fixed term (for a maximum of 10 years), however at least 1.0 net monthly lease payments, and for contracts for office areas, industrial areas, wholesale areas or other areas 1.0 gross monthly rent payment, regardless whether the exercising of the right is still uncertain.
In case of an agreement for a compensation or transfer payment to the landlord or leaser or a third party for the transfer of rights, claims, furnishings, goods, etc., the commission shall increase by 5% of the respectively agreed upon amount.
In case of an agreement for a phased rent or lease, the average monthly amount during the entire fixed term of the contract shall be used as a basis to calculate the commission.
Timely limited reductions of the rent or lease, including rent or lease-free times as well as construction and moving allowances and other incentives, shall not be considered for the calculation of the commission amount.
The commission shall be understood to be payable plus the legally stipulated sales tax. The commission shall be deemed to have been agreed with the conclusion of the broker agreement between the Broker and the Customer and becomes due with the conclusion of the main agreement. The commission is payable within 14 days upon invoicing without any deductions.
The Broker shall also have the right to a commission claim when in the timely and economic conjunction with the first conclusion of the contract brokered by him or proven by him, additional contractual agreements between the Customer and a third party are concluded, which correspond with the contracts previously mentioned under Item 2 and 3 and which are based on the broker agreement concluded between the Broker and the Customer.
The purchase or lease offers submitted to the Broker shall be optional for the offering party as long as the respective contract has not been concluded with the Customer. A different sale, a different provision or lease does not present an obligation for reimbursement of damages for either the offering party or the Broker.
The offers and information of the Broker are exclusively intended for the Customer, must be treated strictly confidential and must not be made accessible for third parties. If an agreement is concluded between a third party and the offering party due to the forwarding of the Broker-provided offer through the Customer, the Customer shall then owe the commission to the Broker.
If the conclusion of the contract takes place without the participation of the Broker, the Customer shall be obligated to immediately advise the Broker about the essential content of the agreement for the calculation of the commission claim. Upon first inquiry, the Customer shall be obligated to provide the Broker with a single copy of the contract.
The Broker shall be entitled to also become active for the other part of the contract for pay or without pay.
The stated information is based on information and notices from third parties, in particular those of the real estate property owner(s). No liability for the accuracy and completeness of this information shall be assumed.
The Broker shall only be liable in case of intent or gross negligence as well as in case of a negligent violation of essential contractual obligations. Essential contractual obligations are those, whose fulfillment is necessary for the proper execution of the Broker Agreement and for which the Customer trusted and also may have trusted in a respective compliance. Any liability beyond that is excluded.
In case of negligence, the liability of the Broker and his agents shall be limited to the foreseeable and typical damage. Such damage claims shall expire within two years after the claim and the knowledge of all circumstances backing up the claim have come forward, however, without consideration of the knowledge within five years from the time of the damaging event. This shall not apply in case of malicious behavior of the Broker.
The aforementioned liability exclusion and the aforementioned liability limitation shall not apply in case of a negligent violation of life, body or health.
The Customer agrees that the Broker shall collect, process, utilize and transfer personal and/or property-related data, which arise from the Broker Agreement and/or its execution, in the respectively required scope to any interested parties.
The General Terms and Conditions of the Contractor shall not apply.
The exercising of the right of retention shall only be permissible with respect to claims under the respective Broker Contract. The contracting party must only offset undisputed or legally determined liabilities against claims of the Broker.
No verbal side agreements are in effect. Amendments and supplements to these General Terms and Conditions require the written form to become valid. This shall also apply to any waiver of this clause.
The (property) law of the Federal Republic of Germany shall apply.
The place of jurisdiction shall be Frankfurt/Main. Exclusive jurisdiction shall be Frankfurt/Main, if each party is a business person or legal person under public law.
If individual regulations of these General Terms and Conditions shall be or become invalid or non-executable, the remaining regulations of these General Terms and Conditions shall not be affected. In lieu of the invalid or non-executable regulation, the parties shall already be obligated to agree on an effective regulation which comes as close as possible to the legal and economic sense and purpose of the invalid or non-executable regulation. A corresponding agreement shall apply for the completion of gaps in these General Terms and Conditions.
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