General Terms and Conditions of Business

The following General Terms and Conditions of Business ("GT&C") have been drawn up based on the provisions of the regulation issued by the Austrian Federal Minister for Economic Affairs relating to professional ethics and code of conduct for estate agents ("IMV") (Austrian Federal Law Gazette (FLG) No. 297/1996, as amended FLG II No. 268/2010)) and the Austrian Law of Agency ("MaklerG") (FLG No. 262/1996, as amended FLG I No. 58/2010). The T&C form an integral part of contracts which come into being between lage eins GmbH (FN 436868d), Bauernmarkt 10/20a, 1010 Vienna ("lage eins"), and the Client ("Client") and shall be explicitly considered to have been agreed. In the event of any conflict between a contract, the GT&C, the IMV and the MaklerG, the provisions of the contract shall prevail over those of the GT&C, which shall themselves prevail over the provisions of the IMV and of the MaklerG; the other provisions shall in each case remain unaffected thereby.

1. It is pointed out here that a surrendering party (vendor/lessor/landlord) ("surrendering party") shall not be bound prior to the acceptance of an offer of purchase/letting/tenancy and is thus entitled to effect an interim transaction of sale, letting or tenancy without any claim arising therefrom on the part of the Client.
2. Where a property offered by lage eins is already known to the Client as available for sale, letting or tenancy, lage eins must be notified in writing immediately, at the latest within 48 hours from transmission of the relevant offer. Should a purchase contract, a lease or a tenancy agreement for the offered property come into being, any breach of this provision will then justify the obligation to pay commission to the full amount.
3. Disclosure of the business opportunity per se and in particular the forwarding to third parties of documents and information about a property or introduced potential customers made available to the Client by lage eins shall be subject to the prior explicit consent of lage eins.
4. The documents and information about a property made available by lage eins shall be compiled with the due care of a prudent estate agent. lage eins shall under no circumstances be obliged to verify details of the surrendering party (vendor/lessor/landlord) in relation to their accuracy, but may trust in their correctness. The Client acknowledges and agrees that all documents and information will be drawn up on the basis of details made available to lage eins by the surrendering party and that any liability on the part of lage eins for the correctness and completeness of these documents and information shall be excluded. lage eins shall nevertheless bear liability only in the case of wilful intent and gross negligence. Liability for slight negligence shall be explicitly excluded. If the Client is not a consumer pursuant to the Austrian Consumer Protection Act (KSchG), the estate agent shall be liable regardless of the legal grounds solely in the case of wilful intent and blatant gross negligence. Liability of the estate agent shall be excluded in the case of slight negligence.
5. The Client shall be obliged to pay commission whenever the Client concludes the brokered legal transaction or a legal transaction with an equivalent economic purpose with a potential customer introduced by lage eins. The commission shall also be owed to lage eins where it has been of service in a manner other than the introduction of a potential customer. The claim to commission shall accrue pursuant to Section 7 MaklerG with the legal validity (i.e. the meeting of minds or any fulfilment of a condition) of the brokered legal transaction. It should be clarified here that the obligation to pay commission shall exist following the introduction of a potential customer regardless of whether the brokered transaction comes into being with or without the intervention of lage eins and regardless of the time at when it comes into being.
6. In the event that a legal transaction has been concluded subject to a condition precedent, the claim to commission on the part of lage eins shall also exist where the legal transaction is annulled prior to fulfilment of the condition, but the condition would have been fulfilled without premature annulment.
7. A full claim to commission shall likewise accrue
   1. where the transaction designated in the agency agreement fails against good faith to come into being merely because the Client omits, contrary to the course of previous negotiations, to take, without any significant grounds, the legal action necessary for conclusion of the transaction;
   2. another transaction with an equivalent purpose comes into being with the third party introduced by the estate agent, in as far as brokering of the transaction falls within the estate agent's scope of activity;
   3. the transaction designated in the agency agreement does not come into being with the Client, but with another person because the Client had informed same of the opportunity to conclude such transaction as disclosed to him by the estate agent, or the transaction comes into being not with the third party introduced, but with another person because the third party introduced disclosed the business opportunity to this person;
   4. where the transaction does not come into being with the third party introduced because a statutory or a contractual right of resale, a preferential purchase right or a right of pre-emption is exercised;
   5. where the brokered legal transaction is concluded on conditions other than those in the offer and conclusion of the legal transaction takes place by virtue of a causal activity performed by lage eins as a service;
   6. where a legal transaction is concluded for another property of the introduced potential customer and conclusion of the legal transaction takes place by virtue of a causal activity performed by lage eins as a service; or
   7. where and in so far as a legal transaction is extended or supplemented in a context associated in terms of business and time (within 3 years) by one or more legal transactions and this can be attributed to a causal activity performed by lage eins as a service.
8. Where lage eins brokers a legal transaction by which the Client or the potential customer introduced is granted the temporary right, by means of a unilateral declaration, to bring about the relevant transaction (option agreement), 50% (fifty percent) of the commission agreed for brokering of the main transaction shall then become due on conclusion of the option agreement. The remaining 50% (fifty percent) shall furthermore become due on exercising of the option right by its beneficiary.
9. Expenditure on the part of the estate agent, which is additionally incurred at the Client's behest for the purposes of brokering, shall be paid separately and shall also be paid where the envisaged legal transaction does not come into being.
10. Value-added tax at the statutory rate must be added to the commission and fees owed to lage eins.
11. Commission and fees shall immediately become due for payment on receipt of invoice In as far as the client is in arrears with the payment of all or part of the fee, he shall pay to lage eins default interest at the statutory rate, at least however amounting to 4% above the relevant base interest rate, as well as collection charges at an appropriate level. Statutory claims going beyond the above (e.g. Section 1333 Austrian Civil Code) shall remain unaffected thereby
12. Where the Client undertakes to refrain from availing himself of an estate agent other than lage eins for a legal transaction to be brokered, a contract of sole agency shall then exist. The Client shall in such case be obliged to pay the commission at all events where he concludes the brokered legal transaction or a legal transaction with an equivalent purpose with an introduced potential customer during the limited term of the contract of sole agency or following its expiry. Lage eins undertakes in this case to make every effort to effect brokering.
13. Where lage eins is awarded a contract of sole agency by the Client, the claim to commission shall also accrue where
    1. the contract of sole agency is terminated prematurely by the Client in breach of contract without good cause;
    2. the transaction has come about during the term of the contract of sole agency in breach of contract through the brokering of another estate agent commissioned by the Client; or
    3. the transaction has come about during the term of the contract of sole agency in a manner other than through the brokering of another estate agent commissioned by the Client.
14. The estate agent reserves the right to avail himself of the services of another estate agency for the purposes of initiating the legal transaction to be brokered where this appears expedient to improve the chances of brokering; this does not give rise to any additional costs either on the part of the Client or to any potential customer introduced to him.
15. Should provisions of these GT&C or of the brokering contract be legally invalid or unenforceable either in whole or in part or should they become legally invalid or unenforceable at a later date, the validity of the other provisions shall not be affected thereby. The invalid or unenforceable provision shall be superseded by an appropriate provision which comes closest, as far as legally possible, to the objective that was intended by the parties or would have been intended by them according to the relevant purpose had they taken the legal invalidity or unenforceability of the provision into consideration on conclusion of the legal relationship.
16. Amendments and additions to the present contract must be made in writing; this shall also apply to any departure from this requirement for the written form.
17. Diverging agreements may be concluded only with the consent of the executive bodies of lage eins with powers of representation. It is explicitly stated here that employees of lage eins are not entitled to conclude diverging agreements by themselves.
18. The place of performance is Vienna. In the event of disputes, it is agreed that the court of first instance that is competent as regards the subject matter for Vienna, Innere Stadt, shall have sole jurisdiction. Any legal venue pursuant to the Austrian Consumer Protection Act shall remain unaffected thereby.
19. Austrian law shall apply to the exclusion of UN Law on the International Sale of Goods and the provisions of the law of conflicts.