GENERAL TERMS AND CONDITIONS (“GTC”)

SEIL REAL ESTATE GmbH [SEIL], January 1, 2024

1. SCOPE OF APPLICATION OF THE TERMS AND CONDITIONS
1.1 These Terms and Conditions shall become an integral part of every contract in which SEIL undertakes to provide services to its contractual partners (“Customers”) (“Contract”), unless otherwise agreed in the Contract.

1.2 These terms and conditions also apply to all business activities of SEILnot explicitly mentioned here (e.g. consulting activities).

1.3 Deviating, conflicting or supplementary terms and conditions of customers shall only become part of the contract if and to the extent that SEIL expressly agrees to their validity in writing in the contract.

2. SUBJECT MATTER OF THE CONTRACT
2.1 SEIL only owes the (service) performance agreed upon in the contract and not a specific economic result. The creation of a work or the achievement of a result is only owed by SEIL if this is agreed upon in the contract.

2.2 SEIL SEIL only check information, data and documents provided by third parties to the customer if this has been agreed upon.

2.3 Contrary to Section 613 Sentence 1 of the German Civil Code (“BGB”), SEIL is entitled to commission a third party to perform the contractually agreed service.

2.4 SEIL will exercise the care appropriate for a qualified member of its professional field. SEIL is not an agent or employee of the customer and will not present itself as such.

2.5 Remuneration and other payments owed by the customer are to be paid to SEIL plus the applicable statutory value added tax.

3. SEIL
The following regulations apply only within the framework of a brokerage agreement between SEIL and the customer.

3.1 The provisions agreed upon in the offer/contract or other correspondence take precedence, particularly with regard to the amount of the broker's commission payable. If an option regarding the area, a term option, a right of first refusal, and/or a right of first refusal are agreed upon, the broker's commission for lease agreements increases by one additional month's rent.

3.2 Brokerage commissions for rental agreements are due and payable after the effective conclusion of a rental agreement that has been proven and/or brokered.

3.3 Brokerage commissions for purchase agreements are due and payable after the effective conclusion of a proven and/or mediated land or share purchase agreement.

3.4 SEIL is entitled to act for the customer's main contractual partner, whether for a fee or free of charge. If properties presented to the customer are marked as "commission-free," SEIL will be compensated exclusively by the main contractual partner, and no brokerage commission is owed by the customer for the introduction or brokering of such a property.

3.5 SEIL 's brokerage services consist of identifying and/or facilitating a principal contract. SEIL's activity need only be a contributing factor. Withdrawal from or cancellation of the principal contract does not affect the broker's commission claim. The broker's commission claim also exists if an economically equivalent principal contract is concluded. A contract is considered economically equivalent, in particular, if it is concluded with differing provisions or differently from the originally intended principal contract, but is identical to the intended transaction and its economic outcome differs only insignificantly from the intended transaction (e.g., share deal – asset deal).

3.6 The customer must inform SEIL immediately of any prior knowledge of the properties identified, at the latest within three days of SEILidentification of the property.

3.7 Information and details forwarded to the customer are based on the information provided to us. Verification is the responsibility of the customer; SEIL assumes no liability insofar as the information is merely passed on. Calculations, assumptions, and estimates for the future are non-binding. Offers submitted by third parties are subject to change, non-binding, and revocable at any time. Errors, prior sale, or prior rental remain reserved until the conclusion of the main contract.

3.8 The disclosure of information transmitted by SEIL to third parties is only permitted with SEIL 's prior written consent. If the customer discloses transmitted information to a third party without prior written consent and the third party concludes a main contract, the customer is obligated to pay a contractual penalty in the amount of the contractually agreed fee based on this main contract and to compensate for any further damages arising from the breach of duty.

4. VALUATION ACTIVITIES OF SEIL
The following provisions apply only within the framework of a contract between SEIL and the customer regarding valuations, expert opinions and reports (“Valuation”).

4.1 All results of the valuation regarding the condition and characteristics of the property and buildings are based exclusively on the inspection of the property in question by SEIL and on the information and documents provided by the customer or third parties instructed by the customer.

4.2 The valuation date is the date of the site visit, unless otherwise agreed. The valuation date applies to general market conditions as well as to the condition/structural state of the properties in question.

4.3 The currency mentioned in the valuation is EURO.

4.4 The customer is not entitled to give SEIL instructions that could distort the results of the assessment report.

4.5 The service is deemed accepted if the customer does not object within six weeks of receiving the valuation. SEIL is obligated to inform the customer of this in writing.

5. LIABILITY OF SEIL
5.1 The liability of SEIL , its legal representatives or vicarious agents is limited to intent and gross negligence.

5.2 The limitation of liability according to clause 5.1 does not apply if and to the extent that product liability claims exist, if a defect was fraudulently concealed, if a guarantee was assumed and/or if body, life or health was injured.

5.3 The limitation of liability pursuant to clause 5.1 does not apply in cases of simple negligence if and to the extent that the damage is covered by SEIL 's insurance. However, in this case, SEIL 's liability is limited to a maximum of EUR 1,000,000.00.

5.4 The limitation of liability pursuant to clause 5.1 does not apply in cases of simple negligence if essential contractual obligations (so-called "cardinal obligations," the fulfillment of which is essential for the proper performance of the contract and on which the customer regularly relies and may rely) have been breached. However, liability for essential contractual obligations is limited to compensation for foreseeable damages that typically occur. SEIL 's liability in this case is limited to a maximum of EUR 1,000,000.00.

5.5 Contractual assurances made by SEIL are not guarantees, but only establish a contractual obligation on the part of SEIL with regard to the assurance.

6. TERMINATION
6.1 Termination of the contractual relationship does not affect any claims accrued by the parties up to that point. Notices of termination must be given in writing.

6.2 Without prejudice to contractual or statutory rights of termination, both parties may terminate this contract (i) if insolvency proceedings are opened against the assets of the other party, (ii) if the court has rejected the opening of insolvency proceedings for lack of assets, (iii) if the other party has submitted a statutory declaration, or (iv) if enforcement measures against the other party have been unsuccessful. Section 649, sentences 2 and 3 of the German Civil Code (BGB) apply accordingly to SEIL's claims.

7. ASSIGNMENT AND SET-OFF
7.1 The customer is not entitled to assign its rights to third parties unless otherwise agreed between the parties or in this agreement.

7.2 The customer is only entitled to offset claims that are undisputed or legally binding.

8. MISCELLANEOUS
8.1 The place of jurisdiction is Frankfurt am Main. The law of the Federal Republic of Germany applies. The German version of these Terms and Conditions shall prevail.

8.2 Should any provision of this agreement be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that most closely reflects the economic interests of the contracting parties and does not contradict the agreement.

SEIL REAL ESTATE GmbH
Kaiserhofstraße 10 60313
Frankfurt am Main

Managing Director:

Maximilian Seil registered under HRB 123980 at the Frankfurt am Main District Court, seil
(0)69 297 24 759
, office@seil.com