General Terms and Conditions

1. Validity of these GTAC

1.1 These GTAC apply to brokerage agreements between Realogis Immobilien Deutschland GmbH or Realogis Immobilien München GmbH and the customer of the company in question. If "Realogis" is referred to hereinafter, this shall apply to the respective company with which the brokerage agreement has actually been entered into.

1.2 Realogis only concludes brokerage agreements in accordance with these GTAC.

1.3 Agreements that the parties conclude in addition to these GTAC, for instance documented in writing or to be taken from the respective exposé, shall take precedence over or supplement the GTAC.

2. Applicable law; signing; place of performance

2.1 German law shall apply to all transactions.

2.2 Oral side agreements between the parties in addition to those specified in writing (including contractual conditions in correspondence and exposés) and these GTAC are not binding. If the customer accepts performances from Realogis after receiving written contractual terms and these GTAC from Realogis, the agreement will be deemed to have come into effect subject to the written contractual terms and these GTAC. Item 1.3 applies.

2.3 Unless otherwise specified in written contractual conditions, the place of performance for the contractual services to be rendered by Realogis is the seat of the GmbH with which the brokerage agreement has been reached.

3. Object of the Agreement, liability

3.1 Realogis procures leads to contracts and/or brokerage services based on third-party information. Although Realogis strives to provide the most accurate and complete possible information about properties and contractual partners, we cannot assume any liability for the information provided by Realogis to the customer, unless the incorrect information was passed on to the customer intentionally or with gross negligence.

3.2 Realogis' liability for losses is limited to the amount of commission due under 5. below. This upper liability limit does not apply to losses caused with intent or gross negligence. Nor is Realogis liable for losses caused by cyberattacks (e.g. virus, trojan horse, etc.), as long as suitable technical and organizational measures were in place as the time of the event. Liability for lost profits is ruled out. Any claims for damages come under limitation 3 years after the claim arises.

3.3 The above liability limits do not apply in the event of Realogis bearing liability for losses arising due to damage to life, body or health that results from a negligent breach of duty on the part of Realogis, or an intentional or negligent breach of duty by one of its vicarious agents.

3.4 Offers made by Realogis are non-binding and subject to change. Realogis reserves the right to sell, lease or rent out in the interim.

3.5 These GTAC apply not only to pure brokerage services, but also to other services that Realogis performs with the customer in accordance with the respective contractual terms documented in writing. 3.6 Realogis has the right to call upon third parties to perform its contractual obligations.

4. Right to and due date for payment of a brokerage fee

4.1 Realogis has a right to a commission as soon as an agreement has been signed as a result of Realogis establishing and/or acting as broker for the agreement. It is not a prerequisite for a right to claim the commission that Realogis' work was the only reason for the conclusion of the agreement; a partial involvement suffices.

4.2 Realogis' right to claim a commission remains even if the signed agreement is subsequently nullified amicably by the parties to the agreement. This shall not apply only if the subsequent cancellation of the main agreement is within the scope of Realogis' responsibility.

4.3 The right to a commission also arises if an agreement that deviates from the original transaction established or brokered by Realogis, but that is commercially equivalent to it, is concluded (e.g. purchase of only 55% and not 100% of the ownership shares). The same applies if in place of the original parties to the agreement, a comparable party/comparable parties conclude the agreement.

5. Commission

The following commission rates for establishing transactions and/or acting as broker are agreed to between the customer and Realogis – subject to other agreement in written contractual terms:

5.1 Purchase In the case of a property purchase, the commission to be paid is based on the notarized total price paid for the property and all additional related services rendered (e.g. assumption of debts by the buyer). If there are no other written contractual terms to the contrary, the following rates are agreed for the buyer's commission: Up to a purchase price of € 10.0 m 5%, from € 10.0 m to € 20.0 m 4% and for property values above € 20.0 m 3%. If the parties to the purchase agreement agree that the buyer should be granted the option to extend the original object of the purchase (Option), and if the buyer exercises this Option, the applicable commission is also due for the additional space upon signing the Option agreement.

5.2 Leasing and renting commercial space

If a property is leased, the commission owed is based on the total monthly rental payment plus VAT ("Net Monthly Rent"). If a staggered rent is agreed, the average total rent as calculated above is relevant for the calculation of the monthly rent applicable for the commission. Rent-free periods or other benefits offered by the lessor will not be included in the calculation of the monthly rent. Settlements/compensations for rights, claims, furnishings, goods, customer bases, etc. are to be added to the monthly rent or taken into account in the calculation of the average total rent (e.g. amounts granted for extensions EUR 500,000.00, total rent for 10 years EUR 6,000,000.00, monthly rent = EUR 6,500,000.00 / 120 months)

• In the case of agreements for up to five years for warehouse, logistics, office, industrial and other commercial space, the commission amounts to 3.0 monthly rent payments plus VAT.
• The above commission rates increase by 0.5 of a monthly rent plus VAT for agreements of longer than five years duration.
• The commission rates increase by 1.0 of a monthly rent plus VAT for agreements of longer than ten years duration.
• If the lease or rental agreements contain options for the extension of the lease or rental period and/or pre-emptive rights (for the same space), the commission increases by 0.5 of a monthly rent plus VAT for each option or pre-emptive right.
• If the lease or rental agreement contains an option to lease or rent additional space, the commission for the additional space becomes due and payable upon the option being exercised, in accordance with the four items above on the basis of the monthly rent for the additional space.

5.3 Heritable building rights When reserving or transferring heritable building rights, the commission is 5 % of the agreement value, payable by the party acquiring the heritable building rights. If none is agreed, Realogis can choose between either 25 times the annual ground rent or the capital cash value of the heritable building right to be calculated. When calculating the capital cash value, the customary effective market interest rate for mortgages with a fixed interest rate for 10 years at 100 % payment is to be used.

5.4 Share deals If the offered property sale agreement leads to a sale of shares in a business or company in the owner company, or if in the opposite case of only the property that belongs to the company being sold although shares in the company were offered, the customer owes Realogis the commission due according to the original mandate, in as much as the agreement reached does not deviate materially from the originally intended agreement. 5.5. Similar models (e.g. rent to buy) Even without an explicit contractual agreement between the parties, the customer is to pay an appropriate commission to Realogis if in deviation from the originally desired agreement (e.g. agreement of sale) another contractual structure is agreed upon between the parties. The commission is appropriate when it is financially equivalent, taking into account the commission rates above (c.f. 5.1 to 5.3) and the commercial success of the agreement. In the event of a dispute, appropriateness will be binding for both parties that is determined by an expert appraiser appointed by the Chamber of Trade and Commerce responsible for the place of execution.

5.6 VAT All commissions owed to Realogis are subject to German VAT.

6. Customer obligations

6.1 The customer is obliged to treat all information, offers, etc. it receives from Realogis confidentially, and only to use it for its own purposes of completing the desired transaction. It will only pass on this information without Realogis' consent to such third parties that it uses to conclude the desired transaction and that in turn are obliged to maintain confidentiality (e.g. tax consultants).

6.2 If the customer passes on to a third party information – for instance about a possible agreement – received from Realogis in the course of the mandate (not: a third party in the sense of 6.1 above) without prior written consent, and if the agreement eventuates with that third party, the customer is obliged to compensate Realogis for the unrealized commission that would have owed upon the signing of the agreement with the customer. Realogis can make its consent subject to the condition that the third party confirms the disclaimer agreed upon with the customer, or signs a "non-reliance declaration" vis-a-vis Realogis.

6.3 If the customer is already aware of the agreement opportunity evidenced by Realogis, it must inform Realogis without delay of this, stating the time of finding out about it. If the customer culpably fails to do so, it must compensate Realogis for any loss incurred as a result.

6.4 The customer will give Realogis a copy of a valid energy certificate at the start of marketing at the latest. If Realogis is warned or becomes subject to a legal claim due to lacking or incorrect information relating to the energy certificate, the Auftraggeber assures that it will indemnify and hold harmless Realogis.

6.5 The customer will give Realogis a copy of the agreement once it is signed.

7. Commissioning by a third party

Realogis has the right to also work for the other contractual party to the agreement, either for a fee or free of charge. In such case, Realogis will carry out its duties in an unbiased and conscientious fashion and always uphold the best interests of the parties to the agreement.

8. Note on data protection

We process personal data in accordance with the relevant data-protection regulations. You can find the information required by Art. 13 DS-GVO at www.realogis.de/fileadmin/user_upload/ DSGVO/Merkblatt_Datenschutz.pdf abrufen.

9. Publication and advertising

9.1 If the customer issues a press statement or other publication with regard to the contractual transaction, Realogis must be explicitly named in it as advisor. If the customer's main contractual partner makes the publication, the customer will ensure this obligation is met by it. Further, Realogis also has the right to make its own press release or other publication with agreed contents, taking into account objectively justified confidentiality interests of the customer.

9.2 The customer consents to Realogis advertising with the business relationship to the customer and/or the subject matter of the agreement, taking into account objectively justified confidentiality interests of the customer.

9.3 Realogis uses personal data of the customer beyond the fulfilment of the mandate, in order to inform the customer about similar goods/services by e-mail. The customer can object to its personal data being used for this purpose of direct advertising at any time, without incurring any other costs than the notification costs incurred using base tariffs. You can find more on dealing with personal data in the "Data protection" notes attached to these GTAC.

9.4 Declaration of consent to telephone and e-mail contact for advertising purposes. The customer gives its consent – revocable at any time – to in future being informed by Realogis by telephone or e-mail at regular intervals about current Realogis real estate offers, special offers, products or services, or about industry information and news in the company, for the purpose of customer consulting and direct advertising. The customer consents in this context to Realogis using the contractual master data provided by the customer [e-mail address and telephone number] for these purposes. The customer can revoke this consent at any time without reason with effect for the future, by contacting Realogis, e.g. directly by e-mail to info@realogis.de or the contact data stated in the masthead, or by clicking on the cancellation link contained in every newsletter. You can find more on this and how we deal with personal data in the "Data protection" notes at www.realogis.de/fileadmin/user_upload/ DSGVO/Merkblatt_Datenschutz.pdf.

10. Customer identification

The customer is aware that Realogis has to identify its customer in accordance with the German Money Laundering Act (GwG). In this context, the GwG obliges the customer to provide Realogis with the information and documents required to do so, and to notify it immediately of changes that may occur within the course of the business relationship. If the customer fails to meet its cooperation obligations pursuant to the GwG, Realogis shall have the right to an extraordinary termination. This will not affect any rights to commissions.

11. Validity of the GTAC

If any provisions of these GTAC should be invalid or void, this shall not affect the validity of the remaining provisions.

12. Legal venue

The legal venue for business transactions is that of the seat of the GmbH with which the brokerage agreement has been concluded.