1.1 These terms and conditions apply to all services provided to clients by FURORE Holding & Consult SRL, hereafter abbreviated as “FHC“.

1.2 These terms and conditions apply to all (also future) business relations between clients and FHC, in particular to all services provided by FHC.

1.3 Any deviations from these terms and conditions or from the client‘s terms and conditions have no validity unless they are expressly agreed in writing between FHC and the client. Moreover, the client‘s terms and conditions are not considered part of the contract content even if they are not rejected by FHC.

1.4 The provisions of the terms and conditions apply – unless expressly agreed otherwise in writing – to both clients (natural persons) and to business partners (legal entities). “Client” in the sense of the following provisions is understood to mean any natural person or legal entity who/which concludes a legal transaction for a purpose that cannot be attributed to his/her/its independent professional activities. A “business partner” is understood to mean a permanently established organization of independent economic activities which do not have to be necessarily profit oriented.

2.1 FHC will act as a broker on the basis of a separate agency contract (respectively brokerage / agency / commission / collaboration contract). FHC is required to provide its services correctly as defined in such agency contract.

2.2 FHC can act as a dual broker for the brokerage of transactions unless indicated otherwise for a specific case.

2.3 The offers (e.g. property and/or business exposés, investment teasers, investment memoranda) prepared by FHC are based solely on the documents and information provided by its business partner(s) or clients. FHC is entitled to rely on such documents and information provided and is not required to evaluate them or verify their accuracy, conclusiveness and/or completeness.

2.4 If a business partner or client is aware that a property offered by FHC has already been offered by another broker for sale or rental to such business partner or client, the business partner or client must inform FHC without delay, but at the latest within 10 (ten) calendar days (beginning with the first introduction of the property by FHC). If this disclosure is not made on time or at all, the business partner or client acknowledges that a commission will be payable on the offered property/offered business opportunity, in case the client or business partner will rent or purchase such property.

3.1 Any and all activities by FHC, and in particular brokerage activities, are principally provided in exchange for payment. The business partner or client is required to pay the brokerage commission/service fee in the event the brokered transaction is concluded with a third party as a result of the contractually agreed services. FHC is also entitled to receive a commission when it has provided services in a manner other than the identification/designation of another party. The entitlement to a commission or service fee becomes due and payable when the brokered transaction attains legal validity.

3.2 The standard rates for commission/service fee entitlements for FHC´s brokerage services is defined as follows: 3% of the net transaction value in case of a sale transaction and 3 monthly net rents in case of a lease transaction, VAT added additionally if applicable by Romanian Law. Unless otherwise in a separate written brokerage/service contract agreed, these terms are understood to be agreed.

3.3 The business partner or client also agrees to pay the commission when FHC’s activities do not result in the conclusion of the contractually agreed transaction, but in the conclusion of a transaction with a similar economic purpose.

3.4 the transaction with the named third party does not materialise because a legal or contractual right to pre-emption, repurchase or entry is exercised;

3.5 the client or the business partner refused to sign a written agreement but accepted services provided by FHC leading to a transaction.

3.6 payment of the full commission is also agreed when the contract is concluded under other conditions which deviate from the offer and the conclusion of the contract is attributable to a causal and creditable activity by FHC

3.7 when a contract is concluded over another property in ownership/possession/lease/concession of a client or business partner and the conclusion of such contract is based on a causal and creditable activity by FHC.

3.8 when and to the extent the timing and economic content of an initial contract is extended or supplemented (within three years) by one or more contracts and this is attributable to a causal and creditable activity by FHC.

3.9 The client or business partner is required to pay the commission to FHC when he concludes the brokered transaction or a similar transaction with a party named by FHC during the end of an agreed exclusive brokerage period or after for a period of 3 years.

3.10 The business partner or client is also required to reimburse FHC for expenses and any trouble taken, also in absence of successful brokerage activities attributable to FHC, at an amount equal to the commission which would otherwise be payable when:

a) contrary to good faith, the transaction described in the brokerage contract is not materialized only because the business partner, in contrast to the previous course of negotiations, fails to conclude the legal act required for completion of the transaction without reasonable grounds;

b) a different transaction is concluded with a third party named by FHC, to the extent the brokerage of this transaction falls within FHC’s scope of activity;

c) the transaction described in the brokerage contract is not concluded with the business partner or client but with another person because the business partner or client informed this person of the opportunity indicated by FHC, or the transaction is not concluded with the named party but with another person because this person was informed of the business opportunity by the named party;

d) the transaction with the named third party does not materialize because a legal or contractual right to preemption, repurchase or entry is exercised;

e) the client or the business partner refused to sign a written agreement but accepted services provided by FHC leading to a transaction.

3.11 If a brokerage/service/collaboration agreement, no matter if exclusively signed or not, has been concluded, compensation or reimbursement for expenses and/or trouble taken as described under Point 3.4 is also agreed when:

a) the business partner or client cancels the brokerage/service/collaboration agreement prematurely in violation of the contract without important reason;

b) the transaction is completed during the term of the brokerage/service/collaboration agreement in violation of the agreement through the actions of another broker commissioned by the business partner or client, or;

c) the transaction is completed during the term of the brokerage agreement in a different manner than through the actions of another broker commissioned by the business partner or client.

3.12 All entitlements to commissions/service fees (including compensation or reimbursement for expenses or other costs incurred) are understood to be exclusive of any statutory value added tax (net). Value added tax (VAT) may be added, if to be legally applied.

3.13 All invoices are due and payable immediately, without deductions, after receipt, unless otherwise agreed in a written agreement.

3.14 An offset against receivables held by FHC is only possible for officially recognized or legally valid counterclaims.

4.1 The business partner or client is required to provide FHC with correct, honest and comprehensive support for its activities within a reasonable period of time; to supply all required documents and information; and to inform FHC of any subsequent changes that are relevant for its activities.

4.2 The business partner or client is required to treat as confidential the possibility of concluding a legal transaction brokered by FHC and may not disclose any information to third parties.

4.3 The business partner or client will obtain all necessary approvals – where required – for the validity of the legal transaction brokered by FHC and provide FHC at any time with information on the status of the related proceedings.

4.4 If the business partner or client fails to provide the necessary cooperation, either not on time or not in the agreed manner, he/she will be responsible for the resulting consequences, e.g. delays or additional costs.

5.1 FHC agrees to provide the contractually agreed brokerage activities with due diligence and in a factually correct manner. However, FHC will not accept any responsibility/guarantee for specific results or success.

5.2 FHC will only be liable in the case of intentional or gross negligence.

5.3 FHC will not be liable for damages caused by slight negligence.

5.4 To the extent permitted by law, any liability is hereby excluded for subsequent damages, lost profits, occurred costs, damages arising from third party claims, savings expected but not realized or indirect damages.

5.5 A limitation period of 3 (three) months applies to claims for damages; this period begins on the date the business partner or client becomes aware of the damage.

6.1 If individual provisions of these terms and conditions are or should become invalid, this will have no effect on the remaining provisions. The invalid provisions are to be replaced by provisions which meet the parties’ intended economic purpose as closely as possible.

6.2 Any changes to these terms are will be made in writing. This also applies to the annulment of the written form clause.

6.3 These terms and conditions as well as all legal transactions concluded on the basis thereof are subject solely to Romanian law under the exclusion of UN sales law and under the exclusion of reference norms/conflict-of-law rules.

6.4 The sole competent court for all legal disputes arising from or in connection with these terms is the relevant court in Bucharest, Romania which has subject-matter jurisdiction over these terms.