The following T&Cs apply to all contracts and legal transactions between GBI Capital GmbH (hereinafter referred to as the “broker”) and the respective contractual partner (hereinafter referred to as the “prospective buyer”) with regard to brokerage or the verification of transactions (hereinafter referred to as the “brokerage agreement”). The subject of the brokerage agreement is the direct transfer of property, or the transfer of shares in a real estate company, or the transfer of heritable building rights or comparable dispositions (hereinafter referred to as “transactions”).
The general terms and conditions of the prospective buyer or other third parties are hereby expressly rejected.
These T&Cs shall also apply to all future transactions between the contracting parties without any requirement to expressly refer to these T&Cs again.
§1 BROKERAGE AGREEMENT
The brokerage agreement is concluded by means of two corresponding and concurrent declarations of intent (offer and acceptance). There is no requirement for the brokerage agreement to be in writing to take effect. A brokerage agreement can also be concluded informally and by implication. Transmission to the prospective buyer of the synopsis – containing a request for commission and a prior knowledge clause – constitutes an offer to conclude a brokerage agreement. The prospective buyer accepts this offer by utilising any information contained in the synopsis.
2.1 Subject to separate agreements, all information is intended for the prospective buyer exclusively. This information shall be treated confidentially and shall not be made accessible to third parties (including authorised representatives or clients) without prior consent, whereby consent must be obtained from the broker in writing.
2.2 If the prospective buyer breaches this obligation and the third party or another person to whom the third party has in turn passed on the information concludes a transaction that would ordinarily be subject to commission in accordance with these T&Cs, the prospective buyer shall be obliged to pay damages in the amount of the commission based on the synopsis.
3.1 The information contained in the synopsis is exclusively based on the information provided by the seller. The broker shall not be liable for the correctness and completeness of the information contained in the synopsis. The broker has not verified this information in substance or in law, insofar as the information is not evidently incorrect or implausible. It is advisable to consult experts or to seek legal advice in this regard.
3.2 The broker’s liability shall be limited to grossly negligent and malicious conduct, provided that the violation of obligation does not result in injury to life, limb or health. In the event of a minor negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), the broker’s liability shall be limited in amount to the damage that is foreseeable and typical according to the nature of the transaction in question.
§4 ENTITLEMENT TO COMMISSION
4.1 The broker’s entitlement to commission comes into effect as soon as brokerage activities and/or verification result in a legally effective transaction.
4.2 The entitlement to commission shall also be deemed effective if the transaction is concluded by companies affiliated with the prospective buyer pursuant to §§15 ff. AktG (Company Law) and this is attributable to the brokerage activity.
§5 AMOUNT OF COMMISSION ENTITLEMENT
5.1 Unless otherwise agreed, the commission amount payable by the prospective buyer shall be 3.0% plus the statutory VAT. Commission shall be calculated on the basis of the notarised total purchase price.
5.2 The commission entitlement shall fall payable within 10 banking days after notarisation of the transaction.
§6 CONCLUSION OF THE TRANSACTION
6.1 The prospective buyer shall immediately give notice of the timing and terms upon which a contract shall be concluded in relation to the transaction or any other transaction of the contracting party as verified by the broker. This obligation shall also apply to affiliated companies of the prospective buyer as set out in §§15 ff AktG.
6.2 The broker is entitled to be present at the conclusion of the contract.
6.3 The broker is further entitled to receive a copy of the transaction and the ancillary agreements concluded.
§7 NON-BINDING NATURE OF OFFERS
Offers of the broker are subject to change and are non-binding. The seller expressly reserves the right to realise prior sale, rental and leasing, unless a separate agreement is concluded in this regard.
§8 PRIOR KNOWLEDGE
The prospective buyer shall inform the broker in writing with immediate effect of the existence of any prior knowledge. Prior knowledge exists if the prospective buyer is aware of the identity of the seller and the definitive form of the transaction. If the prospective buyer fails to provide this information then the prospective buyer shall compensate the broker for all expenses incurred by the latter resulting from a failure or delay in providing notice of the existence of prior knowledge.
§9 DUAL AGENCY
The broker is additionally entitled to act for the other contracting party on a commission basis.
§10 FINAL PROVISIONS
10.1 If the prospective buyer is a merchant in the sense of the German Commercial Code, a legal entity subject to public law or a public body, the place of performance and exclusive – also international – place of jurisdiction for all disputes arising from the legal relationships in their entirety between GBI Capital GmbH and the prospective buyer shall be our place of business in Berlin.
10.2 No tacit, verbal or written ancillary agreements have been concluded. Changes and amendments to this contract must be in writing.
10.3 If one or more provisions of this contract should be void or ineffective, the effectiveness of the remaining provisions shall not be affected by this. This also applies if one element of a provision should be void or ineffective, while another element is valid or effective. The invalid or ineffective provision shall be replaced by a provision that comes closest to the original intention and commercial interests of the contracting parties without being contrary to the remaining agreements.
10.4 The law of the Federal Republic of Germany shall apply exclusively.
The German version of these translation and terms and conditions shall prevail. The English version is for information purposes only.