Feldspar AG - General Terms and Conditions for M&A Advisory Services

 

1. Scope of Application

1.1 These General Terms and Conditions ("GTC") apply to all services provided by Feldspar AG ("Feldspar" or the "Company"), a company incorporated under Swiss law, in the field of mergers and acquisitions ("M&A") advisory. The GTC are an integral part of any agreement (the "Agreement") between Feldspar and its clients ("Client").

1.2 The GTC shall apply exclusively, unless otherwise expressly agreed in writing by the parties. Any terms and conditions of the Client that conflict with, or deviate from, these GTC shall not be recognized, unless expressly agreed to by Feldspar in writing.

 

2. Services

2.1 Feldspar shall provide M&A advisory services to the Client, which may include, but are not limited to, strategic advice, identification of potential targets or buyers, negotiation support, valuation, and transaction execution.

2.2 The specific scope of services to be provided by Feldspar shall be set forth in the Agreement, which may be amended in writing by mutual consent of the parties.

 

3. Client's Obligations

3.1 The Client shall cooperate with Feldspar in good faith and provide all necessary information and documents reasonably requested by Feldspar to enable the Company to perform its services.

3.2 The Client shall inform Feldspar promptly of any changes in circumstances or new information that may affect the services provided by Feldspar.

 

4. Confidentiality

4.1 Both parties shall treat as confidential all information obtained during the course of their collaboration, whether such information is designated as confidential or not.

4.2 The obligation to maintain confidentiality shall survive the termination of the Agreement, but shall not apply to information that (a) is or becomes publicly available without a breach of this confidentiality obligation; (b) is rightfully received from a third party without a breach of any confidentiality obligation; or (c) is required to be disclosed by law, court order or a regulatory authority.

 

5. Fees and Expenses

5.1 The Client shall pay Feldspar fees as agreed upon in the Agreement. The fees may be based on a fixed amount, hourly rates, or a success fee, or a combination thereof.

5.2 The Client shall reimburse Feldspar for all reasonable out-of-pocket expenses incurred in connection with the provision of its services, including, but not limited to, travel expenses, communication costs, and external consultant fees.

 

6. Liability

6.1 Feldspar shall perform its services with the care and skill reasonably expected from a professional M&A advisory firm. Feldspar's liability for any damages arising out of or in connection with the services provided under the Agreement shall be limited to the amount of fees paid by the Client for the specific service that gave rise to the claim, subject to the mandatory provisions of Swiss law.

6.2 Feldspar shall not be liable for any indirect or consequential damages, lost profits or any other losses that were not foreseeable at the time the Agreement was concluded.

 

7. Termination

7.1 Either party may terminate the Agreement with immediate effect by written notice if the other party breaches any material term of the Agreement or the GTC and fails to remedy such breach within thirty (30) days after receipt of a written notice specifying the breach and requiring its remedy.

7.2 The termination of the Agreement shall not affect the rights and obligations of the parties that have accrued prior to the termination, including, but not limited to, the payment of fees and expenses and the confidentiality obligations.

 

8. Governing Law and Jurisdiction

8.1 The Agreement, the GTC and any disputes arising out of or in connection with them shall be governed by and construed in accordance with Swiss law, excluding its conflict of law provisions.

8.2 The exclusive place of jurisdiction for any disputes arising out of or in connection with the Agreement and the GTC shall be Zurich, Switzerland. However, Feldspar may also choose to bring an action against the Client in the courts of the Client's domicile.

 

9. Amendments and Severability

9.1 Any amendments or additions to the Agreement or the GTC must be made in writing and signed by both parties to be effective.

9.2 If any provision of the Agreement or the GTC is found to be invalid, illegal or unenforceable, such provision shall be deemed severed from the Agreement and the GTC, and the remaining provisions shall continue in full force and effect.

 

10. Assignment and Subcontracting

10.1 The Client may not assign or transfer any rights or obligations under the Agreement or the GTC without the prior written consent of Feldspar.

10.2 Feldspar may engage subcontractors to perform certain services on its behalf. Feldspar shall remain responsible for the performance of the subcontracted services and for the compliance of the subcontractors with the provisions of the Agreement and the GTC.

 

11. Notices

11.1 All notices, requests or other communications required or permitted under the Agreement or the GTC shall be in writing and shall be deemed duly given (a) upon personal delivery; (b) upon receipt of a registered letter or courier delivery; or (c) upon receipt of an email, provided that the sender can prove the email has been sent and received by the recipient.

11.2 The parties shall notify each other promptly of any changes to their contact information.

 

12. Entire Agreement

12.1 The Agreement and the GTC, together with any appendices, annexes or schedules, constitute the entire understanding between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements, whether written or oral, relating to the same subject matter.

 

13. Force Majeure

13.1 Neither party shall be liable for any delay or failure to perform its obligations under the Agreement or the GTC due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, civil unrest, labor strikes, natural disasters, or governmental actions. The affected party shall promptly notify the other party of the occurrence of such circumstances and the expected duration of the delay or non-performance.

 

14. No Waiver

14.1 No failure or delay by either party in exercising any right or remedy provided under the Agreement, the GTC or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

15. Independent Contractor

15.1 Feldspar is an independent contractor and nothing in the Agreement or the GTC shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

 

16. Third-Party Rights

16.1 The Agreement and the GTC are for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms.

 

17. Counterparts

17.1 The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of the Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Agreement.

 

18. Headings

18.1 The headings in the GTC are for convenience only and shall not affect the interpretation or construction of any provision hereof.

 

19. Language

19.1 The Agreement, the GTC, and all related documents and communications shall be in English, unless otherwise agreed by the parties in writing. In case of any discrepancies between different language versions of the Agreement, the GTC or any related documents, the English version shall prevail.

 

20. Taxes

20.1 All taxes and duties payable in connection with the Agreement and the services provided by Feldspar shall be borne by the Client, unless otherwise agreed in writing.

 

21. Compliance with Laws and Regulations

21.1 The parties shall comply with all applicable laws and regulations in connection with the performance of their obligations under the Agreement and the GTC.

 

22. Electronic Communications

22.1 The parties may communicate with each other by electronic means, including email, provided that they have agreed in writing to do so. Electronic communications shall be deemed to have been received when they enter the recipient's information system and are capable of being retrieved and read.

 

23. Duration

23.1 These GTC shall apply to all services provided by Feldspar to the Client until terminated in accordance with the provisions of the Agreement or these GTC.

 

24. Contact Information

24.1 Feldspar AG can be contacted at the following address:

Feldspar AG

Sihleggstrasse 23

8832 Wollerau, Switzerland

Email: info@feldspar.ch

 

25. Acceptance of the GTC

25.1 By engaging the services of Feldspar, the Client acknowledges that it has read and understood these GTC and agrees to be bound by them.

25.2 These GTC may be updated or amended by Feldspar from time to time, and the Client will be notified of any changes in writing. If the Client does not agree to the updated or amended GTC, the Client may terminate the Agreement by written notice within thirty (30) days of receiving notice of the updated or amended GTC.

 

These General Terms and Conditions were last updated on 01.04.2023.

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Feldspar AG