1. Scope of Application
vitura GmbH (hereinafter referred to as vitura) provides its services vis-à-vis its contract partner (hereinafter referred to as the Customer) exclusively on the basis of these General Terms and Conditions.
They also apply for all future business relations or similar agreements without being expressly remembered by vitura. Counter confirmation of the Customer referring to its General Terms and Conditions is hereby contradicted. Employees and other personnel of vitura are not allowed to agree on additional verbal agreements exceeding the contents of the respective contract inclusive of these General Terms and Conditions.
We make our offers to the best of our knowledge and beliefs. They are non-binding and subject to confirmation.
3. Arising of Commission Claim
A brokerage service of vitura is the presentation of a contract matter or the intermediation of a principal contract (sale, purchase and preemption, lease, rent, leasing, exchange, transfer of shares or equity rights, leasehold contract or economically equivalent contracts), which is at least partly responsible for the conclusion of the principal contract.
The opportunity to conclude a principal contract, respectively, shall be deemed to have been presented if the Customer does not proof in writing, immediately after receipt, previous knowledge vis-à-vis vitura.
A principal contract is also defined as a contract pertaining to a different economically comparable property/ or real estate that meets the requirements of the brokerage contract between the Customer and vitura and for which vitura has provided the opportunity or brokerage services.
A principal contract is also deemed to have been concluded if there is a purchase of a real or non-material share or if the rights to the property/real estate are transferred via a different legal form for example, transfer of corporate rights, building leases and this corresponds to the envisaged purpose.
A principal contract with equivalent commercial terms is also defined as a contract concluded by an individual person or legal entity if a particularly close personal or economic relationship exists between said person and the Customer for a certain length of time.
4. Maturity of Commission
The commission is earned with the conclusion of the principal contract and payable within 14 days after invoicing, without any deductions.
All information and documents given by the vitura are intended for the Customer and shall be treated confidential by him. If a principal contract occurs because of the unauthorized disclosure of this information or of these documents to third parties the Customer has to pay the full amount of the agreed commission to vitura. Further, vitura reserves the right to claim damages that arose from the unauthorized disclosure.
6. Commission Amount and calculation basis
The commission to be paid to vitura by the Customer upon conclusion of a principal contract shall be based on the information in the respective offer (e.g. in the exposé) or the individual agreement within the scope of orders or commission agreements. Commissions shown are always plus any turnover tax that may be applicable.
For purchase agreements, the commission is calculated on the basis of the notarized net purchase price.
7. Obligations of Customer
The Customer undertakes to immediately inform vitura without request on the conclusion of the principal contract inclusive of all concluded parameters and to submit to vitura a simple copy of the principal contract.
The Customer is obligated to provide vitura with any existing previous knowledge it has regarding a presentation of the opportunity to conclude a contract or for the intermediation of a contract pursuant to no. 4. immediately after it becomes aware of, obtains or receives such a presentation of opportunity.
8. Press releases / online property search
Press releases of the Customer within the mandating project should appoint vitura as consultant.
The statements relating to the situation, condition, size and conditions of the buildings or real estates, respectively, contained in the letters sent out by vitura, in particular in the offers, are made pursuant to the best of vitura’s knowledge. vitura gets this information from third parties and thoroughly prepares it. vitura is not obliged to examine these indications. vitura is only liable for the correctness, completeness and currentness of this information in case of willful intent or gross negligent behavior of vitura, its legal representatives or its vicarious agents. The same applies for the attachments enclosed to vitura’s letters.
vitura shall only be liable for compensation for damages – irrespective of the legal grounds – within the scope of fault-based liability if said damages are due to wilful intent or gross negligence. In the case of simple negligence, vitura shall only be liable for the following, subject to a less-strict liability standard in accordance with the legal regulations:
a) for damages arising from loss of life, physical injury or impairment of health,
b) for damages resulting from the significant breach of a material contractual obligation (an essential obligation that needs to be met in order to properly and completely execute the contract and the fulfillment of which the contract partner relies on and is entitled to rely on); in such a case, the liability of vitura is limited to the compensation of foreseeable damages that would typically be expected to occur. However, the liability is limited in this case to a maximum of € 100,000.00.
The foregoing limitations of liability also apply to breaches of obligation by or for the benefit of persons whose fault vitura is responsible for in accordance with legal regulations.
10. Identification of Customer
The Customer knows that, pursuant to the provisions of the money laundering law (GwG), vitura is obliged to verify the identity of their customers in case of a presentation of a contract matter or the intermediation of a principal purchase or lease contract (over 10,000 EUR net monthly lease). Further, the Customer knows that, pursuant to the money laundering law, he is obliged to give vitura the information necessary therefor and, further, to immediately inform on changes occurring during the business relations.
The Customer is obliged to provide in time vitura all necessary property information required by law (e.g. energy certificate). The Customer indemnify vitura from all claims and costs arising out of the breach of duty.
If the Customer is an entrepreneur as defined according to § 14 German Civil Code (BGB), a legal entity under public law or a special fund under public law, place of fulfilment and the sole place of jurisdiction for all disputes directly or indirectly arising from the contractual relationship is Frankfurt am Main. In all cases the vitura is allowed to file a complaint at the general place of jurisdiction of the Customer. German law shall apply exclusively to this contract.
If one provision of these General Terms and Conditions shall be or become invalid wholly or partially or unenforceable, the validity of the remaining ones shall not be affected thereby. This provision shall be replaced by the legal provision. If there is no such legal provision, the invalid or unenforceable provision shall be replaced by a provision reaching the economic purpose as far as possible. The same applies with respect to the incompleteness of this provision.
The German version of these General Terms and Conditions shall prevail.
60329 Frankfurt am Main
HRB 124831, Amtsgericht Frankfurt am Main