Terms and Conditions for Buying Property / Real Estate Lease

"'Transparency and clear agreements are extremely important in the purchase or lease of hotel real estate, restaurant real estate. Our general terms and conditions clarify matters so you know where you stand with us!“

ASPI AG Terms and conditions AGB Geschaeftsbedingungen Kaeufer Paechter

General ASPI Global Hotel Brokers' general terms and conditions for buyers and tenants:

The ASPI board in Sarnen/Switzerland, namely the management of ASP Strategy Consultants Ltd. - branch office in Munich, Germany is prepared at any time to give any buyers / tenants / prospective buyers and leaseholders an explanation of the following terms and conditions if so wished:

1. Commission. Our activity is directed upon the proof and/or the mediation of contracts. We devote ourselves to the fulfilment of our commission with the best possible care, in impartial perception of the interests of our clients and within the scope of generally approved business principles and customs.

2. Foreknowledge. If the objects / projects offered by ASP are already known to a client, they are required to inform ASP within 5 calendar dates who previously offered them the property and at what point, otherwise the receiver of this information recognizes our offer as causative should a contract be concluded at a later date.

3. Commission for buyers and tenants. We are entitled to charge commission as soon as a valid contract is concluded as a result of our actions or verifications, whereby this also applies if we were only a contributory cause. Commission is due and payable upon the issuance of an invoice. Moreover our commission is earned and payable if a prospective buyer / lessee submits a binding purchase offer / lease offer and this is accepted by the seller / lessor. Furthermore, the following shall apply:

3.1 Our right to commission remains if the concluded contract expires by a condition subsequent or is not met due to a resignation or is not fulfilled for any other reason.

3.2 Our right to commission also remains valid if the contract is concluded at a later date, upon other conditions, or if instead of the business agreement offered by us, a replacement business agreement whose commercial effect replaces the need for the originally intended transaction (e.g. acquisition by assignment, exchange, expropriation, right of first refusal, purchase / rental / lease to buy or acquiring real shares, etc.).

3.3 In particular a commission claim still arises, if instead of a sales contract, a lease / rental / lease-purchase contract, or similar contract is concluded or vice versa. In this case, the amount of the commission will be adapted in accordance with point 4 of these terms and conditions. A contract will still be subject to commission if concluded by natural or legal persons with a close or long-term connection to the customer in a legal or personal capacity.

3.4 A commission claim arises quite explicitly even when a buyer / leaseholder obtains the property at a significantly lower price or under different conditions from the seller than offered by ASP.

3.5 In the case of contracts concluded with suspensory condition our commission is payable upon conclusion of the contract, regardless of fulfillment of the suspensory condition. In this provision we are exempt from paragraph 652 BGB (German Civil Code).

3.6 The broker is also entitled to act on behalf of the other contractual party in return for payment and there are no limitations to this.

4.A Level of commission for businessmen / businesses / institutions. The amount of the buyer / lessee commission / tenant commission is detailed in the property particulars and marketing material for each property. Differing commission rates must be agreed upon in writing by all parties involved. Generally speaking the following commission rates shall apply - in addition to statutory value-added tax:

4. A1 Upon the purchase or sale of a company or shares thereof, 5% (five from one hundred) from the buyer based on the contract value. The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property.

4.A2 Upon the rent and lease of commercial real estate by the lessee/licensee:

a) In the case of contracts with a duration of up to five years, a minimum of 4 months’ rent;

b) In the case of contracts with a longer duration, 5% (five from one hundred) of the rental rate due for the entire contract period, up to a maximum based on 10 years’ rent and a minimum amount equating to 4 months’ rent;

c) In the case of contracts including an option to extend the contract, the duration of this option shall be used when calculating the commission due, regardless of whether the option is then actually exercised at a later date. The maximum commission as outlined in the previous paragraph shall apply.

d) In the case of a lease / rental where no ongoing rent / lease is paid, the normal monthly lease rate which would be expected for an estate of this kind shall be used to calculate the commission due in accordance with 4.A2 a.) / 4.A2 b.) The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property

4. A3 Upon the purchase of property and land, 5% (five from one hundred) from the buyer based on the total purchase price.The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property.

4. A4 Upon transfer /gift/ conveyance /contribution or similar, 5% (five from one hundred) from the beneficiary, based on a local customary market value, or if no consensus between the beneficiaries and us can be reached, the value is to be determined by an independent appraiser. The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property

4.A5 Upon providing financing, or assistance in establishing successful financing, 2.3% (2.3 from one hundred) from the buyer / beneficiary, calculated using the value of the respective financing.

4.A6 In the case of building rights, 5% (five from one hundred) from the leaseholder, calculated using the plot value / property value and the running lease calculated according to 4. A2 b.). The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property

4.A7 Upon granting a right of first refusal, 1% (one from one hundred) from the beneficiary, calculated using the market value of the object.

4. A8 In the case of project developments from project developers / builder-owners 2.5% (2.5 from one hundred) of the estimated total investment sum. The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property

4. A9 The values which form the basis for calculating commission as stated in points 4. A1 to 4. A8 increase by the value of other payments which are also connected to the brokered transaction in question. In particular, this includes one-off payments, payments for fixtures and fittings and transfer fees (e.g., for furnishings, key-money, personnel takeovers etc.) as well as the applicable value added tax.

4. A10 If there are caps on commission in place in some countries, which would apply to points 4. A1 to 4. A8 and these are lower than the amounts here stated, then the amounts in this contract shall still be binding as agreed.

4.B Level of commission for private individuals. The amount of commission for buyers / lessees / tenants is detailed in the property particulars and marketing material for each property. Differing commission rates must be agreed upon in writing by all parties involved. Generally speaking the following commission rates are agreed upon including the legal value added tax:

4.B1 Upon buying and selling an enterprise or shares thereof, 5.95% (5.95 from one hundred) from the buyer, calculated using the contract value. The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property.

4.B2 Upon rent and lease of commercial real estate by the lessee/licensee:

a) In the case of contracts with a duration of up to five years, a minimum of 4.76 months’ rent;

b) In the case of contracts with a longer duration, 5.95% (5.95 from one hundred) of the rental rate due for the entire contract period, up to a maximum based on 10 years’ rent and a minimum amount equating to 4,76 months’ rent;

c) In the case of contracts including an option to extend the contract, the duration of this option shall be added to the contract duration used to calculate the commission due, regardless of whether the option is then actually exercised at a later date. The maximum commission as outlined in the previous paragraph shall apply.

d) In the case of a lease / rental where no ongoing rent / lease is paid, the normal monthly lease rate which would be expected for an estate of this kind shall be used to calculate the commission due in accordance with 4.B2 a.) / 4.B2. b.) The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property.

4.B3 Upon buying a home and land holding, 5.95% from the buyer (5.95 of one hundred), calculated using the total purchase price. The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property

4.B4 Upon transfer / gift / conveyance / contribution or similar, 5.95% (5.95 of one hundred) from the beneficiaries, based on a local customary market value, or if no consensus between the beneficiaries and us can be reached, the value is to be determined by an independent appraiser. The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property

4.B5 Upon providing financing or assistance in establishing successful financing 2.737% (2.737 from one hundred) from the buyer / beneficiary, calculated using the value of the respective financing.

4.B6 In the case of building rights 5.95% (5.95 of one hundred) from the leaseholders, calculated using the land value / property value and the current lease calculated in accordance with 4.B2 b.). The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property.

4.B7 Upon granting a right of first refusal 1.19% (one of one hundred) from the beneficiary, calculated using the market value of the object.

4. B8 In the case of project developments from project developers / owners, 2.975% (2.975 from one hundred) of the estimated total investment sum. The applicable commission rate for each property is listed in the property marketing material and proposals for the respective property

4. B9 The values which form the basis for calculating commission as stated in points 4. B1 to 4. B8 increase by the value of other payments which are also connected to the brokered transaction in question. In particular, this includes one-off payments, payments for fixtures and fittings, and transfer fees (e.g., for furnishings, key-money, personnel takeovers etc.) as well as the statutory value added tax.

4. B10 If in other countries fee ceilings apply to points 4.B1 to 4.B8, which are lower than these herein, then the amounts here stated shall still be binding as agreed.

5. Information obligations of the buyer / tenant. To the degree that direct negotiations are taken up between the parties as a result of our activities, this is to be attributed to our role. The content of the negotiations is to be unsolicited and immediately made known to us. We are also entitled:

5.1 To be present at the conclusion of the contract; to be informed of dates and time in advance.

5.2 To issuance of a copy of the agreement and all related agreements,

5.3 To be informed of the contract partner by the contracting authority upon completion of the contract.

6. Offers. Our proposals are always made to the best of our knowledge and conscience, but also according to the information given by the provider; we are not liable for its accuracy. Our offers are generally subject to confirmation and are non-binding. Error, prior sale, rental or lease are expressly reserved.

7. Separate consulting services. If a contracting entity utilises our consulting services, without entrusting us with the brokerage or verification of the business transaction in question, we will charge a consulting fee of €300 plus VAT per hour. In the case of success this our fee will equate to a minimum of 5% of the value obtained for the client (for example, a rental or cost reduction).

8. Viewing appointments. Viewings and visitations are generally free of charge for prospective buyers or lessees. However, if a viewing / meeting is arranged and confirmed between the broker and the prospective purchaser or leaseholder directly at the property, or elsewhere - and this appointment is not kept, for whatever reason or it is cancelled at too short notice (before departure, before booking flights, car rental, interpreters, etc.), then the prospective buyer or leaseholder is to bear the full costs of this appointment (travel and time costs of the broker and possibly also the owner).

9. Website ownership. This website is owned and run by ASPI AG from its offices in Switzerland. People who visit this website from other locations, are responsible for ensuring that they are acting in accordance with the law applicable to this site.

10. Place of execution, place of jurisdiction, applicable law. If the customer is a businessman, Sarnen is the place of fulfilment for all transactions carried out by ASPI AG and Swiss law is applicable. For all transactions carried out by ASP Strategy Consultants Ltd., Munich is the place of fulfilment and German law is applicable. For private individuals the relevant legal provisions shall apply. Of course, the legal provisions on the acquisition of real estate in the countries in which the properties are located, are respected. For example the 'clause suspensive' when purchasing real estate in France.

11. Severability and survival. Should parts of our terms and conditions be invalid, this does not affect the validity of the remaining provisions. Statutory rules shall replace any invalid provisions.

12 Rights of ASPI AG and its subsidiaries. The ASPI AG as well as any other of the mandated companies of the ASPI AG have the right to enforce any claims arising from these general terms and conditions. Except for interested parties, third parties are not authorized to use the information obtained on our website. Nor are they entitled to make any claims as a result of this information or any of the property descriptions featured on our website.

These terms and conditions replace all previous versions. For the latest terms and conditions, visit our homepage at aspimmo.com. These conditions form the basis of all our dealings. Status as of: 01/2015

Hospitality and Leisure Real Estate Brokers and Advisors
ASPI AG, 6060 Sarnen / Switzerland
ASP Strategy Consultants Limited, 80539 Munich / Germany

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