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T&C

Status: 10/03/2010

Sandmann Bau- & Immobilienmanagement
General Business Terms and Conditions

Our commercial activities concentrate on mediating contracts and verifying options to conclude contracts. You become our client by receiving any of our services. For contracts you conclude with us, the following provisions apply you should read and check carefully in order to avoid any misunderstandings and issues. Should you have any questions regarding the meaning of the provisions, our business owner will be happy to provide any explanations needed.

  1. Commission:
    Unless expressly agreed otherwise in writing, compensation for our efforts is governed by the following provisions.

    a) The agent commission arises as far as through our mediation and/or based on our verification effort, a contract has been concluded. This criterion is fulfilled with our effective involvement already in such activities. This applies also where the contract has been concluded as a result of our involvement although the contract conclusion options have not been verified by us, or have been known to the client already to the date we have supplied our verification. Also in general, this prior knowledge may only be made valid by the client if notifying us thereof accordingly in writing immediately on receipt of our bid for the facility, at the latest however within five days from the receipt.
     
    The agent commission also arises where the resulting contract later becomes invalid due to the fact that an agreed termination provision triggers, or by making use of a statutory or contractual right of termination.
     
    On conclusion of a contract facilitated by our efforts, the compensation entitlement triggers with the conclusion of main contract even where we have not been directly involved as far as in the actual main contract. Where a contract facilitated by our involvement includes an optional right (e.g. a right to extend the rental period), the commission arises already on the contract conclusion irrelevant of whether the option is exercised or our involvement in the actual contract implementation as well.

    b)

    The commission is due and payable within 8 days of invoice.

    c)

    Our commission entitlement is not affected by the contract conclusion to a later date or with different provisions as far as the contractually defined criteria of profitability do not materially differ from our bid. We are specifically entitled to agent commission where instead of the transaction we proposed, an alternative transaction has been concluded that is equivalent in its business effect to the transaction originally pursued e.g. through expropriation, reallocation of property rights, foreclosure, exercise of a preemption right or establishment of a leasehold right.
  2. Services to Both Parties:
    Typically we provide payable services also to the other contractual party. In the effort, we undertake to protect in an unbiased approach the interests of both parties. On request, it can be agreed to provide our services to one party only in which case the commission rates specified in Points 3 and 4 double.
  3. Commission Amount:
    The following agent commissions apply:

    a) For purchase and sale of property (land and/or buildings) and freehold flats: 3% from both the buyer and the seller respectively, based on contractually agreed total purchase price comprising all the services the buyer committed itself to including value added tax.

    b)

    For construction contracts including contracts for facility construction in mutual cooperation and specifically for the initial establishment of residential property ownership: 3% from both the buyer/purchaser and the developer/contractor, based on total sales price and/or total cost of lot and construction work combined including auxiliary services and value added tax.

    c)

    For establishing leaseshold rights: 3% from both the owner and the leaseholder respectively, based on the property sales value including any existing structures on the property, or 25 times the amount of annual leasehold fee, at our discretion.

    d)

    For establishing a preemption right: 1% from both the holder and the purchaser respectively, determined as specified in Pts. a) to c) above.

    e)

    For exercising a preemption right: 3% from both the holder and the purchaser respectively, or with prior payment of commission as specified in d) only 2% each, determined as specified in Pts. a) to c) above.

    f)

    For rental and lease contracts: from the tenant/lessee
    2 times the net monthly rent amount for indefinite period contracts;
    3.times the net monthly rent amount for contracts with periods of up to five years;
    3.6 times the net monthly rent amount for contracts with periods above five years;
    Plus one monthly rent in addition on the establishment of a contract renewal option for the rental or lease contract irrelevant of whether or not the option is exercised. (maximum commission hence equal to 4.6 times the net monthly rent amount).
  4. Value Added Tax:
    In addition to commission rates specified under Pt. 3 above, we are entitled to have also statutory value added tax paid by client on the commission as applicable.
  5. Specific Client Obligations/Confidentiality:
    On conclusion of a contract we have not been involved in, we are to be informed immediately of the other contract party by the client. Where in the wake of our efforts, direct talks are initiated with the other contract party, our efforts leading to the contract have to be taken into account. We are to be informed of the content of the talks immediately and without having to invite the client to do so. We are to be informed immediately of the exercise of an option or preemption right and on the conclusion of main contract based on a preliminary contract. Where a contract we have been assigned becomes irrelevant, we are to be informed thereof immediately. We require to be present at contract conclusion and to be notified of the date in advance in time. We further require to be supplied a copy or transcript of the concluded contract and to be informed of any related additional agreements. Our bids and notes are intended for the sole attention of the client only and are to be treated in a confidential manner. The content must not be disseminated to third parties without our prior written consent.
  6. Compensation for Damages by the Client:
    Client’s non-compliance with contractual provisions triggers compensation for our material effort and lost time as a result of the non-compliance. In case the contract is concluded on information we had supplied that has been disseminated without authorisation, the compensation covers the cost of all our facility-related operations. Should we supply a proof that through unauthorised dissemination of information we had supplied, there has been a non-payment of a commission, we are to be paid by the client instead of the amount of respective costs the amount corresponding to total commission we would have been otherwise entitled to, i.e., up to double the amount of the commission according to previous Points 3 and 4. The compensation for lost time is determined based on valid provisions defining statutory compensation of architects (applicable maximum time-based rate for contractors under § 6 Article 2 of the German Regulation on Architects' and Engineers' Fees (HOAI)).
  7. Liability:
    Our bids are compiled based on information we have been supplied; the bids are open and non-binding. We reserve the right of errors and sale or renting in the meantime. Damage claims towards our company are excluded except premeditated criminal acts and wilful neglect. This does not apply to loss of life, bodily harm and damage to health.
  8. General:
    Any variances against our general business terms and conditions and any additional agreements are only effective with our written consent. In case of conflicting business terms and conditions, our business terms and conditions take precedence. Should parts of our business terms and conditions become ineffective, the effectiveness of the remaining provisions remains unaffected. Any ineffective provisions are replaced accordingly with applicable statutory provisions to equivalent effect.

    Important:
    Please note that our accounting records are maintained electronically in our IT system. This also applies to data received within our contractual relationships with our clients.

    The place of performance and of applicable jurisdiction is Solingen.