terms and conditions

General Terms and Conditions of Fairfax

These are the General Terms and Conditions that apply to all agreements between:

Fairfax CF, Langengrobsdorferstrasze 21, 07548 Gera in Germany.

Terms:

Fairfax CF:
Fairfax CF (“Fairfax”), Langengrobsdorferstrasze 21, 07548 Gera in Germany and/or employees affiliated with it.

Client:
A natural or legal person who has entered into a service agreement with Fairfax.

Assignment fee:
The amount that the Client pays to Fairfax upon granting of the assignment.

Retainer:
The amount that the Client pays to Fairfax for its advisory services. Services can be a fixed amount or an hourly rate.

Success fee:
The amount that the Client pays to Fairfax when a transaction is closed successfully.

Project:
A company, participating interest, financing, cooperation, agency, licence or patent offered for sale or requested for purchase by the Client.

1. Scope of Application
1.1. All dealings concerning the contemplated transaction between Fairfax and its Client are subject to these General Terms and Conditions.
1.2. The provisions of these General Terms and Conditions apply insofar as they are not deviated from in special conditions that apply to specific services supplied by Fairfax.

2. Fairfax’s service
2.1. Fairfax’s service is aimed exclusively at bringing parties together for the purpose of selling or purchasing companies, agencies, patents and licences and bringing together parties for the purpose of mergers, joint ventures and financing of companies and management buy-in transactions.
2.2. Fairfax services encompasses as well drafting teasers, company profiles, information memorandums and executing valuations
2.3. At introductory talks or negotiations, Fairfax offers its services solely the Client who has engaged Fairfax accordingly. Fairfax is not entitled to serve any other client in respect of the Transaction agreed to the Client nor to receive any remuneration from any other party of the Transaction agreed with the Client.
2.4. Fairfax brings parties together, arranges meetings and chairs the meetings, thereby steering the negotiation process and monitoring the procedures to be followed.

3. Fairfax’s duty of care
3.1. Fairfax is bound to a duty of care when performing its services.
3.2. Fairfax will take the Client’s interests into account to the best of its ability, on the understanding that it is not obliged to use non-public information it possesses about the opposite party.
3.3. Fairfax’s employees are bound to a code of conduct enjoined on them by Fairfax and accept the code of conduct of the Client.
3.4. This code of conduct is available to every business associate of Fairfax; should Fairfax not yet have provided the code of conduct, it will be sent to the associate in question within a week of request.

4. Confidentiality
4.1. Fairfax is obliged to keep secret all information and data which the Client may reasonably assume to be confidential, whether obtained directly or indirectly from Fairfax.
4.2. Fairfax will not make this confidential information and data available to third parties, with the exception of Client’s advisers. If the information is to be provided to advisers, it will only be made known to those advisers that need this information.

5. Notification of address by the Client
5.1. The Client must notify address changes in writing.

6. Offers and/or quotations
6.1. All offers and/or quotations by Fairfax are free of obligations and revocable, unless the contrary has explicitly been agreed in writing.

7. Confirmation of assignment
7.1. Before commencing work for the Client, Fairfax must have received a signed confirmation of assignment from the Client.

8. Invoices
8.1. All amounts are exclusive of VAT, unless otherwise stated.
8.2. All amounts are in Euros.

9. Payments
9.1. Invoice payments must be executed such that they are credited to Fairfax’s bank account no later than four weeks after the invoice date or according the Client terms if required.
9.2. In the event of liquidation, insolvency, bankruptcy or suspension of payment, the Client’s obligations will be immediately claimable.

10. Force Majeure
10.1. Fairfax is not liable for non-compliance or late compliance with the obligations arising from the agreement in case of force majeure.
10.2. Force majeure is understood to mean all that is considered such in legislation and jurisprudence.
10.3. In the event of force majeure, Fairfax will take those measures that can reasonably be expected of it.

11. Multiple parties
11.1. If Fairfax enters into an agreement with two or more parties regarding a single project, each party will be jointly and severally liable for full performance of that which was agreed with Fairfax.

12. Liability
12.1. As Fairfax only acts as an intermediary between parties and does not have an influence on the parties’ decision-making, Fairfax excludes all liability that may ensue from its service to the Client/Clients unless caused by wilful misconduct or gross negligence.

13. Departure from these General Terms and Conditions
13.1. Conditions that deviate from these General Terms and Conditions must be laid down in writing.

14. Dutch Law
14.1. Dutch Law applies to all dealings between Fairfax and the Client.
14.2. Disputes between Fairfax and its Client will be brought before the competent Dutch court, unless legislation or international treaties imperatively prescribe otherwise.