GENERAL TERMS AND CONDITIONS OF THE LOGIVEST GROUP
The LOGIVEST Group comprises the following companies: LOGIVEST GmbH, Munich ▪ LOGIVEST NRW GmbH, Cologne ▪ LOGIVEST Stuttgart GmbH, Leinfelden-Echterdingen ▪ LOGIVEST Concept GmbH, Munich ▪ LOGIVEST Projektmanagement GmbH, Munich
1. Scope of the General Terms and Conditions
Exclusively the following General Terms and Conditions (GTC) shall apply to all contracts/brokerage agreements to be concluded or concluded with the LOGIVEST Group, with the exception of Logivest Projektmanagement GmbH and Logivest Concept GmbH as well as the special online offerings of Logivest GmbH, "logivisor.com" and "gewerbegebiete.de" (their own GTC take precedence over these GTC). General terms and conditions of contractual partners are rejected insofar as they conflict with these General Terms and Conditions.
2. Applicable law/conclusion of contract/place of performance
2.1. German law shall apply exclusively to all legal transactions with the LOGIVEST Group.
2.2. No further agreements have been made between the parties beyond the written contractual provisions and these General Terms and Conditions.
2.3. The place of performance for the contractual services to be rendered by the LOGIVEST Group is, depending on the company, Munich, Cologne and Stuttgart. Accordingly, the place of performance for the LOGIVEST Group is defined as follows:
LOGIVEST GmbH, place of performance Munich
LOGIVEST NRW GmbH, place of performance Cologne
LOGIVEST Stuttgart GmbH, place of performance Leinfelden-Echterdingen
LOGIVEST Concept GmbH, place of performance Munich
LOGIVEST Projektmanagement GmbH, place of performance Munich
2.4. The LOGIVEST Group is entitled at any time to engage suitable third parties to fulfil the contractual obligations incumbent upon it. Likewise, each company of the LOGIVEST Group is entitled to call upon other companies of the LOGIVEST Group to fulfil its contractual obligations.
3. Subject matter of the contract
3.1. The LOGIVEST Group provides its services in matters relating to the conclusion of contracts/brokering of properties based on information from third parties. For the accuracy and completeness of information made available by the LOGIVEST Group and passed on by the LOGIVEST Group, it shall only be liable in the event of intent and gross negligence. This shall also apply in particular to all details or information regarding the general or specific quality and condition of the property, the nature, scope, subject matter and purpose of structural use or other exploitability of the property, and the general or specific suitability of the property for the prospective buyer's/tenant's expectations or purposes. In the event of damage resulting from injury to life, body or health, the LOGIVEST Group shall also be liable in the case of ordinary negligence.
3.2. The offers/property particulars (exposés) of the LOGIVEST Group are subject to change and not legally binding.
3.3. In addition to brokerage services, the LOGIVEST Group also provides other services on the basis of these General Terms and Conditions. These further services are, where applicable, to be governed by individual agreement and invoiced in accordance with a separate agreement.
4. When the commission is earned and becomes due
4.1. The claim to commission for the LOGIVEST Group is earned upon the conclusion of the main contract, in particular a lease, tenancy or purchase contract, as well as purchase and sale, exchange, transfer of company shares, hereditary building right agreement or economically equivalent contracts for the property brokered by the LOGIVEST Group. For the commission to be earned, it is sufficient that the LOGIVEST Group contributed to the conclusion of this contract at least as a co-cause through the provision of brokerage services. The brokerage service of the LOGIVEST Group may consist of providing evidence of an opportunity to conclude a main contract or the negotiation (brokering) of a main contract. A subsequent and mutual cancellation of a main contract by the parties to the main contract fundamentally does not affect the claim to commission earned by the LOGIVEST Group. Providing evidence of the opportunity to conclude a main contract (evidence) has also been provided by the LOGIVEST Group if the client does not assert prior knowledge to the LOGIVEST Group without undue delay after receiving the offer (see section 6.2 below). Providing evidence has furthermore been provided by the LOGIVEST Group if a main contract is concluded for another property that is economically comparable to the property offered by the LOGIVEST Group and for which the LOGIVEST Group provided evidence or negotiated the main contract.
4.2. A tenancy/lease agreement that is concluded between a project developer (so-called developer) and a tenant/lessee identified by the LOGIVEST Group through the involvement of the project developer by the LOGIVEST Group is subject to commission for the project developer towards the LOGIVEST Group, unless agreed otherwise.
4.3. The claim to commission also arises if a main contract is concluded that deviates from the transaction originally evidenced or brokered by the LOGIVEST Group, but is economically equivalent. In particular, a main contract shall also be deemed economically equivalent if it has been concluded on terms that deviate from those in the offer of the LOGIVEST Group. The same applies if a main contract other than the one originally envisaged is concluded which is economically identical to the intended transaction or deviates only insignificantly in its economic success from the intended transaction.
4.4. Unless agreed otherwise, the claim to commission of the LOGIVEST Group becomes fully due for payment at the latest 10 days after invoicing by the LOGIVEST Group.
5. Amount of commission
The following commission rates are agreed between the client and the LOGIVEST Gruppe for providing evidence and/or negotiation:
5.1. Purchase
In the event of an acquisition of a property (asset deal) or the purchase of companies or company shares (share deal), the commission payable to the LOGIVEST Gruppe is calculated on the total purchase price, in the case of notarial recording on the notarised total purchase price as well as all associated ancillary services. Unless agreed otherwise, the commission based thereon is 5% net for a value up to and including EUR 5 million, 4% net for a value of over EUR 5 million up to and including EUR 10 million, and 3% net for a value of over EUR 10 million. In the event of a transfer of company shares or rights, the property value/property purchase price applied in the share purchase agreement for calculating the purchase price shall be decisive instead of the notarised total purchase price.
5.2. Heritable building right (Erbbaurecht)
Upon the creation and transfer of heritable building rights (Erbbaurechte), the LOGIVEST Gruppe charges a commission in accordance with the above sliding scale (Section 5.1) based on the contract value according to the purchase/transfer agreement or on the ground rent (Erbbauzins) for the next 20 years from the conclusion of the agreement on the heritable building right, whichever value is higher (percentage according to the sliding scale of the contract value or percentage according to the sliding scale of 20 times the annual value of the ground rent).
5.3. Letting and leasing of commercial space
For the letting/leasing of commercial space, in particular office and industrial space, the commission payable to the LOGIVEST Gruppe is 3.0 net monthly rents. For a lease agreement term of 7 years or more, the commission payable to the LOGIVEST Gruppe increases to 3.5 net monthly rents. For a lease agreement term of 10 years or more, the commission payable to the LOGIVEST Gruppe then increases to 4.0 net monthly rents. The term "net monthly rent" refers to all rented space including ancillary space and parking spaces. If a stepped rent (or stepped lease) is agreed in the lease agreement (or tenancy agreement), the average net rent over the total term of the agreement shall be decisive for the amount of the commission. Rent-free periods or periods with reduced rent (e.g. due to conversion work, etc.) are not included in the calculation of the average net rent and are disregarded.
5.4. Statutory VAT
The above commissions are each plus the respective statutory VAT.
6. Duties of the client
6.1. If the recipient of property information of any kind received from the LOGIVEST Gruppe (generally the client) passes on information about a property presented to them by the LOGIVEST Gruppe to third parties and a main contract is subsequently concluded with that third party, the client is nevertheless obliged to pay the commission to the LOGIVEST Gruppe. Third parties are obliged to compensate LOGIVEST for the damage resulting from the unauthorised disclosure of the property information. The damage consists of the lost commission, whereby it is to be assumed that LOGIVEST would have earned the commission without the unauthorised disclosure of information. The client is required to treat all information, offers, etc. received from the LOGIVEST Gruppe confidentially.
6.2. If the client already has prior knowledge of the property for which evidence was provided by the LOGIVEST Gruppe, they are obliged to notify the LOGIVEST Gruppe of this in writing and prove it without undue delay. Otherwise, upon concluding a contract for the property for which evidence was provided, they are in any case obliged to pay a commission in accordance with Sections 4 and 5 of these General Terms and Conditions to the LOGIVEST Gruppe.
6.3. The client is obliged to notify the LOGIVEST Gruppe without undue delay of the conclusion of the main contract, including the key contractual details relevant for calculating the commission, and to provide the LOGIVEST Gruppe with a copy of the main contract.
7. Engagement by third parties
The LOGIVEST Gruppe is entitled to act for the other contracting party to the main contract as well, whether for consideration or free of charge. In this case, the LOGIVEST Gruppe will perform its activities in a dutiful manner. The contractual partner agrees to any dual representation by the LOGIVEST Gruppe.
8. Liability
8.1. All information transmitted and statements made in letters, property exposés, etc. concerning properties of the offered real estate are transmitted to the best of our knowledge and belief, and it is the responsibility of the customer to verify this information in each case. The LOGIVEST Gruppe accepts no warranty whatsoever for the accuracy and completeness of the transmitted information and statements. Numerical data, even where not expressly noted as such, are always to be understood as approximate figures for whose accuracy and completeness no warranty is accepted. Offers by the LOGIVEST Gruppe are always confidential and intended solely for the respective client personally. Passing on to third parties is permitted only with our express written consent.
8.2. The liability of the LOGIVEST Gruppe for breach of primary contractual obligations is governed by the statutory provisions. Liability for slightly negligent breach of ancillary contractual obligations is excluded. In the event of a grossly negligent or intentional breach of ancillary contractual obligations, the LOGIVEST Gruppe shall likewise be liable in accordance with the statutory provisions. The LOGIVEST Gruppe is not liable for indirect damages and consequential damages. Liability is furthermore limited to the typical contractual damage that was reasonably foreseeable at the time of the damaging event.
9. Data protection
The client expressly agrees that the LOGIVEST Gruppe is authorised to store and transmit the necessary personal data of the client for the purpose of automated data processing in order to perform this agreement. The client therefore waives further notifications within the meaning of the Federal Data Protection Act (BDSG).
10. Anti-money laundering check
The LOGIVEST Gruppe is required by law to conduct a money laundering check. The client undertakes to provide LOGIVEST with the information and documents required by statutory provisions for the money laundering check and to notify any changes in writing without undue delay. This also includes notifying without undue delay whether they themselves, members of the governing body and/or the beneficial owner is a politically exposed person (PEP) or whether they are to be regarded as a family member or known close associate of such a PEP.
11. Severability
Should individual conditions or contractual parts of an agreement be or become invalid or unenforceable, this shall not affect the validity of the remaining conditions and contractual parts. In this case, the parties undertake to replace the invalid or unenforceable provision with a provision that comes closest economically, legally, and taking into account the legitimate interests of the parties, to what the parties would have agreed had they been aware of the invalidity or unenforceability of the provision made.
12. Place of jurisdiction
In commercial transactions with merchants, depending on the company, the exclusive place of jurisdiction is Munich, Cologne or Stuttgart. Accordingly, the place of jurisdiction of the LOGIVEST Gruppe is determined as follows:
LOGIVEST GmbH, place of jurisdiction Munich
LOGIVEST NRW GmbH, place of jurisdiction Cologne
LOGIVEST Stuttgart GmbH, place of jurisdiction Stuttgart
LOGIVEST Concept GmbH, place of jurisdiction Munich
LOGIVEST Projektmanagement GmbH, place of jurisdiction Munich
The following companies belong to the Logivest Gruppe:
LOGIVEST GmbH, Oberanger 24, 80331 München
Phone: +49 (89) 3888885-0, Fax: -29
Amtsgericht München (Munich Local Court), HRB no.: 125 709
Managing Director: Kuno Neumeier
LOGIVEST NRW GmbH, Claudius-Dornier-Str. 5b, 50829 Köln
Phone: +49 (221) 170858-0, Fax: -29
Amtsgericht Köln (Cologne Local Court), HRB no.: 87310
Managing Directors: Thomas Schmidt, Kuno Neumeier
LOGIVEST Stuttgart GmbH, Meisenweg 33, 70771 Leinfelden-Echterdingen
Phone: +49 (711) 7585979-0, Fax: -29
Amtsgericht Stuttgart (Stuttgart Local Court), HRB no.: 755926
Managing Directors: Nikolai Windhäuser, Kuno Neumeier
