General Terms and Services of RHV Real Estate GmbH hereinafter referred to as “RHV Group”. This English translation is for reference only. In case of any dispute, our German version prevails.

1. Scope, Exclusivity of these Terms and Conditions

1.1 The deliveries, services, brokerage and offers of RHV Group are made exclusively on the basis of these Terms and Conditions. These shall therefore also apply to all future business relations, even if they are not expressly agreed again. The validity of the Buyer’s general terms and conditions, in particular purchasing conditions, is hereby already objected to, i.e. they shall not be recognized even if RHV Group does not expressly object to them again. Verbal collateral agreements or amendments to these Terms and Conditions shall only be effective if declared in writing by the managing director or a person authorized to do so.

1.2 Even if no further reference is made to this in the future conclusion of similar contracts, our General Terms and Conditions of Contract shall apply exclusively in the version available on our homepage www.rhvgroup.de at the time of the customer’s declaration, unless the contracting parties agree otherwise in writing.

2. Conclusion of contract

2.1 Our offers are subject to change and non-binding, unless they are designated as binding in writing. A legal binding comes only through a contract signed by both parties or if RHV Group confirms the order as an order or that we start to provide the service after the order. If the customer makes contractual declarations to us orally, we may require their written confirmation.

2.2 Orders placed by the customer shall always be binding.

3. Subject matter of the contract, receipt of performance

3.1 The subject of these contractual terms and conditions is only the delivery of the object of purchase, brokerage object or services designated in the contract or our order confirmation.

3.2 The scope, type and quality of the deliveries and services shall be determined by the contract signed by both parties or by our order confirmation, otherwise by our offer. Other specifications or requirements shall only become part of the contract if expressly agreed in writing by the contracting parties or confirmed in writing by RHV Group. Subsequent changes to the scope of services shall require written agreement or our written confirmation.

3.3 Product descriptions, design concepts, representations, design renderings, etc. are descriptions of performance, but not guarantees. The assumption of a guarantee requires an express written declaration by us.

4. Delivery conditions, delays, place of performance

4.1 Details of delivery and performance dates are non-binding unless they are designated by us in writing as binding. We shall be entitled to make partial deliveries to the extent that the delivered parts can be reasonably used by the customer. Partial deliveries may be invoiced by RHV Group upon delivery.

4.2 Delivery and performance deadlines shall be extended by the period during which the customer is in default of payment under the contract and by the period during which we are prevented from delivering or performing due to circumstances for which we are not responsible, and by a reasonable start-up period after the end of the impediment. These circumstances also include force majeure and labor disputes. Deadlines shall be deemed to be extended by the period of time during which the customer fails to cooperate in breach of the contract, e.g. fails to provide information, fails to provide access, fails to provide materials or fails to make employees available.

4.3 If the contracting parties subsequently agree on other or additional services which affect agreed deadlines, these deadlines shall be extended by a reasonable period of time.

4.4 Reminders and setting of deadlines by the customer must be in writing to be effective.

The place of performance of services shall be the place where the service is to be rendered. Otherwise, Munich shall be the place of performance for all services arising from and in connection with this contract.

5. Grace period and legal consequences in the event of delayed delivery or failure to deliver.

5.1 If RHV Group has been unable to meet a binding delivery date, the Buyer must set a reasonable grace period for delivery. A period of less than two weeks shall only be reasonable in case of special urgency. Only after the expiration of this grace period may the Buyer assert its statutory claims.

5.2 If RHV Group is unable to meet binding delivery deadlines for reasons for which RHV Group is not responsible (non-availability of performance), RHV Group shall inform the Buyer thereof without undue delay and at the same time notify the Buyer of the expected new delivery deadline. If the performance is also not available within the new delivery period, RHV Group shall be entitled to withdraw from the contract in whole or in part; RHV Group shall immediately refund any consideration already paid by the Buyer.

5.3 A case of non-availability of performance in this sense shall be deemed to be, in particular, the failure of suppliers to deliver on time, if RHV Group has entered into a congruent hedging transaction, neither RHV Group nor the supplier is at fault or RHV Group is not obligated to procure in the individual case. This shall also apply to cases of force majeure, traffic disruptions, operational disruptions, strikes and lockouts, whether at RHV Group or at one of its suppliers.

6. Default in Acceptance

6.1 If the Buyer is in default of acceptance of the object of purchase for more than two weeks, RHV Group shall be entitled to withdraw from the contract after setting a grace period of one week and may freely dispose of the object of purchase, without prejudice to other rights. For the duration of the Buyer’s default in acceptance, RHV Group shall be entitled to store the delivery items at the risk and expense of the Buyer. RHV Group may also use a forwarding agent or a warehouse keeper for this purpose. During the period of default in acceptance, the Buyer shall pay RHV Group a flat rate of 1% of the purchase price per week, up to a maximum of EUR 50 per week, as compensation for the storage costs incurred, without further proof, unless the Buyer proves that the damage was less. If higher storage costs are incurred, RHV Group may demand reimbursement of these costs from the Buyer against proof.

6.2 RHV Group may, in addition to rescission, refuse performance of the contract and claim damages for non-performance. RHV Group shall be entitled to claim either a lump sum of 20% of the agreed gross purchase price as damages for non-performance – unless the Buyer proves a lower damage – or compensation for the actual damage incurred by the Buyer.

6.3 In the event of a delay in acceptance of the goods and/or services by the Seller at the time of delivery, e.g. due to lack of access to the premises, the Buyer shall pay to RHV Group the additional costs incurred due to the delay in acceptance, unless the Buyer proves a lesser damage.

7. Prices

Prices quoted by RHV Group shall be ex works, unless otherwise agreed. All prices are exclusive of the applicable value added tax. Agreed discounts, sales allowances or freight allowances shall not apply if the Buyer is in default of payment.

8. Payment, default of payment

8.1 Unless otherwise agreed, the delivered goods and services shall be due for payment immediately upon receipt of the invoice. In the absence of other written agreements, our respective list of prices and conditions shall apply.

8.2 Travel costs, expenses and accessories shall be additionally remunerated according to expenditure. Additional services requested by the customer (e.g. consulting and support) shall be invoiced according to our respective current price list.

8.3 In the case of brokerage services by RHV Group, we shall additionally invoice the Buyer for our brokerage fees. The brokered objects of purchase and services shall be invoiced to the Buyer by the service provider.

8.4 Statutory value added tax shall be payable in addition to all remuneration.

8.5 If the Buyer defaults on the payment of an invoice, all other invoices still outstanding at that time shall also become due for payment immediately. In any case, the Buyer shall be in default if he does not make payment within 30 days after the due date and receipt of an invoice or equivalent payment schedule. If the date of receipt of the invoice or payment schedule is uncertain, the debtor who is not a consumer within the meaning of § 13 BGB shall be in default at the latest 30 days after the due date and receipt of the consideration.

8.6 The customer may only set off claims recognized by us in writing or legally established. Except in the area of § 354 a of the German Commercial Code (HGB), the customer may assign claims arising from this contract to third parties only with our prior written consent. The customer shall only be entitled to a right of retention or the defense of non-performance within this contractual relationship.

9. Obligations of the customer

The customer is obligated to inspect all delivery items and services rendered immediately upon delivery or upon making them available in accordance with the provisions of commercial law (§ 377 HGB) and to notify us in writing of any defects detected, giving a precise description of the defect.

10. Shipping

The shipment of goods is at the expense and risk of the buyer, unless he is a consumer within the meaning of § 13 BGB. The risk is transferred to the buyer when the goods are handed over to the forwarding agent or other shipping company. Insurances against damages of any kind shall only be taken out at the express request of the Buyer and the amounts incurred shall be charged.

11. Liability for material defects and time limits for assertion of rights

11.1 At the time of transfer of risk, the delivery item shall have the agreed quality and shall be suitable for the contractually presupposed use or, in the absence of an agreement, for the usual use.

11.2 The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. The special statutory provisions shall remain unaffected in the case of final delivery of the goods to a consumer within the meaning of § 13 BGB. In cases where there is no purchase of consumer goods, the Buyer’s claims and rights on account of defects of title or quality shall become statute-barred after one year in the case of newly manufactured goods and shall not apply in the case of used goods. The limitation period begins with the handover of the goods. Insignificant deviations in color, dimensions and/or other quality and performance characteristics of the goods shall not give rise to claims and rights based on defects.

11.3 In the event of material defects, we may initially provide subsequent performance. Subsequent performance shall be effected, at our option, by remedying the defect or by replacement delivery free of defects. The customer may only claim damages from us if we are guilty of intent or gross negligence on account of the defect; this shall not apply in the event of injury to life, limb or health.

11.4 In the event of a replacement delivery, the limitation period shall only start to run again if the goods are not common goods but a custom-made product for the customer and the purchaser could not use the item due to the defect. Otherwise the limitation period shall be suspended for the duration of the loss of use.

11.5 If an item is defective, RHV Group may initially choose the type of subsequent performance and perform by remedying the defect (rectification) or by delivering an item free of defects (replacement). RHV Group’s right to refuse subsequent performance under the statutory conditions shall remain unaffected. RHV Group shall be entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a part of the purchase price that is reasonable in relation to the defect. The Buyer shall give RHV Group the time and opportunity necessary for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to RHV Group in accordance with the statutory provisions. Subsequent performance shall not include the removal of the defective item or the re-installation if RHV Group was not originally obligated to install the item. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs (not: removal and installation costs), shall be borne by RHV Group if a defect actually exists.

11.6 The Customer shall support us in the analysis of the defect and the elimination of the defect, in particular by specifically describing any problems occurring, by providing us with comprehensive information and by granting us the time and opportunity required for the elimination of the defect.

In the event of intervention by the customer, faulty operation or negligently raised false notices of defect, we may demand compensation for additional expenses.

However, if a request by the Buyer to remedy a defect turns out to be unjustified, RHV Group may demand reimbursement from the Buyer for the costs incurred as a result.

If we finally refuse subsequent performance or if such subsequent performance finally fails or is unreasonable for the customer, the customer may, in accordance with § 6, either withdraw from the contract or reasonably reduce the remuneration and additionally claim damages or reimbursement of expenses in accordance with § 11. The claims shall become time-barred in accordance with § 12.

Obvious defects must be claimed immediately, hidden defects immediately after discovery – but within the warranty period. The purchaser must report obvious defects in writing without delay, but at the latest within one week of handover of the delivery item. Defects that cannot be discovered within this period even after careful inspection must be reported to RHV Group in writing immediately after discovery. This shall not affect the application of § 377 of the German Commercial Code (HGB).

11.7 Subsequent performance shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or defect or the other circumstances in particular indicate otherwise. If the subsequent performance has failed or if a reasonable period to be set by the Buyer for the subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there shall be no right of withdrawal.

11.8 RHV Group shall not assume any liability or warranty for mediated delivery items and rendered services.

Claims of the Buyer for damages or reimbursement of futile expenses exist only in accordance with § 11 and are otherwise excluded.

12. Other Liability

12.1 Unless otherwise provided in these GTC including the following provisions, RHV Group shall be liable for breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions. RHV Group shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the event of ordinary negligence, RHV Group shall be liable only

11.2 for claims of the Buyer under the Product Liability Act,

12.3 for damages resulting from injury to life, body or health,

12.4 for damages arising from the breach of a material contractual obligation in these cases, however, liability shall be limited to compensation for the foreseeable, typically occurring damage. These limitations of liability shall not apply if RHV Group has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The Purchaser may only withdraw from the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.

13. Statute of Limitations

The period of limitation for claims according to § 10 – § 11 is:

13.1 in the case of material defects for claims for repayment of the purchase price arising from withdrawal or reduction one year from delivery, but for defects duly notified within the limitation period not less than three months from submission of the effective declaration of withdrawal or reduction;

13.2 in the case of other claims based on material defects, one year;

13.3 in the case of claims for damages or reimbursement of futile expenses not based on material defects, two years; the period shall commence at the time at which the customer became aware of the circumstances giving rise to the claim or should have become aware without gross negligence.

The limitation period shall commence at the latest upon expiry of the maximum periods stipulated in § 199 of the German Civil Code (BGB). In the case of compensation for damages and expenses arising from intent, gross negligence, warranty, fraudulent intent and in the cases specified in § 11 para. 2, para. 1 shall not apply.

14. Retention of Title

14.1 RHV Group retains title to the goods sold until full payment of all current and future claims of RHV Group arising from the purchase agreement and/or an ongoing business relationship (secured claims). The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer shall immediately notify RHV Group in writing if and to the extent that third parties seize the goods belonging to RHV Group. In the event of a breach of contract by the Buyer, in particular in the event of non-payment of the purchase price due, RHV Group shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand surrender of the goods on the basis of the retention of title. The demand for return shall not at the same time constitute a declaration of rescission; RHV Group shall rather be entitled to demand only the return of the goods and to reserve the right to rescind the contract.

14.2 The Buyer shall be entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:

14.2.1 The retention of title shall extend to the products created by processing, mixing or combining the goods with RHV Group goods at their full value, whereby RHV Group shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, the latter’s right of ownership remains, RHV Group shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same shall apply to the resulting product as to the goods delivered under retention of title.

14.2.2 The Buyer hereby assigns to RHV Group by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of RHV Group’s co-ownership share, if any, in accordance with the preceding paragraph. RHV Group accepts the assignment. The obligations of the Buyer set forth in paragraph 8 shall also apply in respect of the assigned claims.

14.2.3 The Buyer shall remain authorized to collect the claim in addition to RHV Group. RHV Group undertakes not to collect the claim as long as the Buyer meets its payment obligations towards RHV Group, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to pay. If this is the case, however, RHV Group may demand that the Buyer discloses the assigned claims and their debtors to RHV Group, provides all information required for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment.

14.2.4 If the realizable value of the securities exceeds the RHV Group claims by more than 10%, RHV Group shall release securities of its choice at the Buyer’s request.

15. Data Protection and Storage and Data Retention

RHV Group shall be entitled to process data about the Buyer received with respect to or in connection with the business relationship, whether such data originates from the Buyer itself or from third parties, in accordance with the German Federal Data Protection Act. Customer data will be stored in accordance with § 33 BDSG.

16. Choice of law, place of performance and jurisdiction

These General Terms and Conditions and all legal relations between RHV Group and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

The conditions and effects of the reservation of title pursuant to §12 shall be governed by the law of the respective place of storage of the item, insofar as the choice of law made in favor of German law is inadmissible or ineffective thereafter. If the Buyer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a legal entity under public law or a special fund under public law, the place of performance and exclusive – also international – place of jurisdiction for all disputes of RHV Group arising directly or indirectly from the contractual relationship and these GTC shall be the registered office in Munich. RHV Group shall, however, be entitled to bring an action at the Buyer’s general place of jurisdiction.