General Terms and Conditions

for the brokering of transactions with business customers, as well as for the use of the website and the documents provided

Providers and users of these terms and conditions

ROOOOM Service- und Generalagentur
Owner: Andreas Barner (sole trader)
Edeltraudstraße 80, 81827 Munich, Germany

VAT registration number: DE133347546

Telephone: +49 172 8566635 · Email: info@roooom.com · Website: www.roooom.com

— hereinafter referred to as ‘ROOOOM’ —

Preamble

ROOOOM is a commercial agency and operates as an independent commercial agent within the meaning of Sections 84 et seq. of the German Commercial Code (HGB). ROOOOM acts as an intermediary on behalf of domestic and foreign manufacturers and suppliers (hereinafter collectively referred to as ‘manufacturers’) in arranging business with commercial customers in Germany, Austria, Italy (South Tyrol), Liechtenstein and Switzerland.

ROOOOM acts solely as an intermediary. ROOOOM is neither the seller nor the supplier nor a contracting party in the supply transactions it facilitates. These transactions are concluded exclusively between the customer and the relevant manufacturer.

§ 1 Scope, Client Base

(1) These General Terms and Conditions (hereinafter ‘GTC’) apply to all services provided by ROOOOM to its customers, in particular to the brokering of transactions between the customer and the relevant manufacturer, to the use of the websites operated by ROOOOM, including the restricted customer area, and to the provision of catalogues, price lists, data sheets, images, planning and product data, and other documents.

(2) ROOOOM’s offer is directed exclusively at traders within the meaning of Section 14 of the German Civil Code (BGB), legal entities governed by public law and special funds governed by public law. Consumers within the meaning of Section 13 of the German Civil Code (BGB) are excluded from this offer. By registering and placing each order, the customer confirms that they are acting in the course of their commercial or self-employed professional activities.

(3) These General Terms and Conditions shall apply exclusively. Any deviating, conflicting or supplementary terms and conditions of the customer shall not form part of the contract unless ROOOOM has expressly agreed to their validity in writing. This shall also apply where ROOOOM provides services without reservation whilst being aware of such terms and conditions.

(4) These Terms and Conditions shall also apply to all future transactions with the same customer, without the need for further notice. The version available on the website at the time of the order shall be the applicable version.

(5) The terms and conditions of the relevant manufacturer apply exclusively to the brokered supply transaction itself (Section 6).

§ 2 ROOOOM’s role: no in-house delivery service

(1) ROOOOM acts solely as an intermediary. Contracts of sale, supply and for services relating to the products brokered are concluded exclusively between the customer and the relevant manufacturer. ROOOOM is not a party to these contracts and does not assume any of the manufacturer’s obligations.

(2) ROOOOM is not authorised to enter into contracts on behalf of the manufacturer, to agree binding terms regarding prices, discounts, conditions, delivery dates, specifications or warranties, or to waive any of the manufacturer’s rights.

(3) Information provided by ROOOOM regarding products, prices, availability, delivery times and technical specifications is based on information supplied by the relevant manufacturer and is provided for guidance only. It does not constitute an agreement as to quality, a representation or a guarantee.

(4) ROOOOM is not authorised to collect payments. Payments arising from the delivery transaction arranged by ROOOOM must be made exclusively to the relevant manufacturer in accordance with the manufacturer’s instructions, unless otherwise expressly agreed in writing.

(5) Any legal declarations by the customer relating to the brokered supply transaction — in particular notices of defects, complaints pursuant to section 377 of the German Commercial Code (HGB), setting of time limits, and declarations of withdrawal, reduction in price and termination — must be made directly to the manufacturer. To the extent permitted by law, ROOOOM is not authorised to accept such declarations; Section 91(2) of the German Commercial Code (HGB) remains unaffected to the extent that it is mandatory.

(6) The brokerage service is provided to the customer free of charge. ROOOOM is remunerated exclusively by the relevant manufacturer on a commission basis. ROOOOM has no claim to remuneration from the customer, unless otherwise provided for in these General Terms and Conditions (in particular clauses 8, 9 and 12).

§ 3 Registration, login details, restricted customer area

(1) Certain parts of the website — in particular price lists, downloads and the ordering function — are restricted to a members-only area, access to which requires registration and authorisation by ROOOOM.

(2) There is no entitlement to registration or activation. ROOOOM may refuse activation without giving reasons, in particular if commercial use cannot be proven or if the relevant manufacturer’s specifications regarding authorised distribution channels preclude it.

(3) Upon registration, the customer must provide complete and accurate details (in particular, company name, legal form, address, contact person, VAT registration number and, upon request, proof of commercial activity) and must notify the company of any changes without delay.

(4) Access details must be treated as confidential, carefully protected against access by third parties, and may only be disclosed to the Customer’s employees who are authorised to use them. Disclosure to third parties, in particular to other companies, competitors or end users, is prohibited.

(5) The customer must inform ROOOOM immediately if there are any indications that their access has been misused. The customer is responsible for any actions carried out using their login details, insofar as they are at fault for the misuse.

(6) ROOOOM is entitled to temporarily suspend or permanently delete an account if the customer materially breaches these Terms and Conditions, the conditions for activation are no longer met, incorrect information has been provided, or the account has remained unused for more than twelve months. Furthermore, either party may terminate the access at any time by giving four weeks’ written notice. Due regard must be given to the customer’s legitimate interests.

§ 4 Catalogues, price lists, product specifications, prices

(1) Information provided on the website, in catalogues, price lists, data sheets, mailings and other documents is for guidance only and does not constitute a legally binding offer.

(2) All prices are those quoted by the respective manufacturer. Unless expressly stated otherwise, they are net prices excluding VAT, freight, packaging, insurance, customs duties and other charges, as well as installation and ancillary costs.

(3) The manufacturer’s price list and terms and conditions in force at the time of the manufacturer’s order confirmation shall always apply. Price lists remain valid until a new list is published or until they are revoked by the manufacturer. The manufacturer’s reservations regarding prices, terms and conditions, and currency remain unaffected.

(4) We reserve the right to correct any errors, including printing, typesetting and transmission errors. We reserve the right to make technical changes, product changes and to discontinue models, as well as to allow for standard variations in colour, material, dimensions and finishes. Illustrations, renderings and samples are not binding.

(5) Information on technical characteristics — in particular luminous flux, luminous efficacy, colour temperature, colour rendering, light sources, protection ratings, dimmability, control systems and service life — is based on the manufacturer’s specifications. ROOOOM does not verify the accuracy or completeness of this information.

(6) It is the customer’s responsibility to assess whether a product is suitable for the intended use specified by the customer or their client, and to ensure compliance with the regulations applicable at the place of use.

§ 5 Order and Formation of the Contract

(1) The customer may place orders with ROOOOM via the website’s ordering function, by email or in any other written form.

(2) By placing an order, the customer makes a binding offer to the relevant manufacturer to enter into a supply contract. The customer is bound by this offer for fourteen (14) days, unless the manufacturer’s terms and conditions specify a different period.

(3) ROOOOM forwards the order to the relevant manufacturer, usually within three (3) working days of receipt, except during company holidays. ROOOOM provides information about company holidays and other extended periods of absence on its website and, where possible, via an automated reply.

(4) An order confirmation or confirmation of receipt of an order sent by ROOOOM or via the retailer platform merely confirms that ROOOOM has received the order. It is expressly neither a confirmation of order from ROOOOM nor a confirmation of order from the manufacturer; it does not contain a declaration of acceptance and does not result in the conclusion of a contract. This also applies to automatically generated confirmations, regardless of their designation.

(5) The contract for the goods ordered is concluded exclusively and only when the relevant manufacturer accepts the forwarded order. Acceptance takes place by means of an order confirmation from the manufacturer on the manufacturer’s own letterhead or sent from the manufacturer’s own email address, or by the fulfilment of the delivery. ROOOOM is under no obligation to conclude or perform this contract.

(6) The customer has no right to have an order forwarded or to have it accepted by the manufacturer. The manufacturer may reject an order, in whole or in part, without giving reasons. If the content of the manufacturer’s order confirmation differs from that of the order, it shall be deemed a new offer by the manufacturer, which requires the customer’s acceptance.

(7) ROOOOM is entitled to clarify any obvious inaccuracies in an order — such as implausible quantities, incorrect item numbers or obvious spelling mistakes — with the customer before processing the order. ROOOOM shall not be held responsible for any delays arising from this.

(8) Changes, cancellations and withdrawals are governed exclusively by the terms and conditions of the relevant manufacturer. ROOOOM will pass on any such requests from the customer, but cannot guarantee a successful outcome.

§ 6 Processing of the supply transaction, complaints

(1) The entire processing of the brokered supply transaction — in particular delivery, delivery times and deadlines, partial deliveries, packaging, dispatch, transfer of risk, retention of title, terms of payment, invoicing, warranty, guarantees, returns, spare parts and servicing — shall be governed exclusively by the terms and conditions of the respective manufacturer and by the contract concluded between the customer and the manufacturer.

(2) The terms and conditions of each manufacturer are published by the manufacturer itself. ROOOOM maintains a manufacturer overview on its website which, for each manufacturer it represents, includes the manufacturer’s company name and address, as well as a link to the terms and conditions published by that manufacturer, provided that the manufacturer has supplied ROOOOM with such a link. ROOOOM refers to this overview in its communications regarding offers and orders.

(3) Before placing an order, the customer must familiarise themselves with the respective manufacturer’s terms and conditions as set out in this publication. The version published by the manufacturer, on which the manufacturer bases its order confirmation, shall be exclusively authoritative; whether and to what extent these terms and conditions form part of the contract shall be determined solely by the relationship between the customer and the manufacturer. The customer may not rely on the fact that they were not aware of these terms and conditions in dealings with ROOOOM.

(4) The linked content is third-party content provided by the respective manufacturer. ROOOOM does not host this content, does not check it for accuracy, completeness, validity or timeliness, and is under no obligation to ensure the link remains accessible or to maintain it on an ongoing basis. If a link is inaccessible or clearly out of date, the customer must request the terms and conditions directly from the manufacturer before placing an order; ROOOOM will assist the customer with this upon request.

(5) If a manufacturer publishes its terms and conditions exclusively in a foreign language, the customer shall decide at their own risk whether to place an order on that basis. ROOOOM is under no obligation to provide a translation or to check whether such terms and conditions are validly incorporated into the language of the transaction.

(6) Complaints, notices of defects, notices of non-conformity pursuant to Section 377 of the German Commercial Code (HGB), reports of transport damage and other claims arising from the supply transaction must be raised directly with the manufacturer in good time. The customer shall copy ROOOOM in (CC) on such correspondence so that ROOOOM can monitor the matter and assist the customer. A copy sent to ROOOOM does not replace the notification to the manufacturer and does not satisfy any time limit.

(7) ROOOOM may assist the customer in handling complaints. Such assistance is provided on a voluntary basis, free of charge and without any legal obligation. It does not constitute an assumption of the manufacturer’s obligations, nor does it give rise to any liability on the part of ROOOOM; in particular, it does not ensure compliance with any time limits vis-à-vis the manufacturer.

(8) ROOOOM shall not be liable for the fulfilment of the manufacturer’s obligations, in particular with regard to the manufacturer’s ability to supply, delivery dates, product quality, freedom from defects, compliance with standards and regulations, product liability, solvency or creditworthiness. In this respect, ROOOOM assumes no guarantee, no surety and no procurement risk within the meaning of Section 276 of the German Civil Code (BGB).

§ 7 Payments, advance payments, creditworthiness and insolvency of the manufacturer

(1) Payments arising from the brokered supply transaction must be made exclusively to the relevant manufacturer into the account specified by the manufacturer in its order confirmation or invoice. ROOOOM is not authorised to accept such payments (Section 2(4)).

(2) Should the customer nevertheless make a payment to ROOOOM, this shall not constitute fulfilment of the obligation towards the manufacturer. ROOOOM shall refund such a payment without delay; any bank charges and currency conversion costs arising therefrom shall be borne by the customer.

(3) Whether, in what amount and subject to what safeguards advance payments, deposits, letters of credit or security are to be provided shall be determined exclusively by the respective manufacturer. ROOOOM has no influence over this and cannot make any binding commitments in this regard.

(4) The customer is solely responsible for deciding whether to make an advance payment and how to mitigate their payment risk. Suitable forms of protection include, in particular, advance payment guarantees, letters of credit, trade credit insurance, payment against documents and instalment payments based on the progress of delivery. ROOOOM recommends considering such protection, particularly for high-value orders and for manufacturers based outside Germany.

(5) Creditworthiness. ROOOOM is under no obligation to assess or continuously monitor a manufacturer’s creditworthiness, liquidity, ability to supply or continued existence, and does not provide credit reports. Any statements made by ROOOOM regarding a manufacturer’s financial position are based on publicly available information or information provided by the manufacturer; they are non-binding and do not give rise to any liability, unless ROOOOM provides inaccurate information intentionally or through gross negligence.

(6) No obligation to indemnify. ROOOOM shall not provide any guarantee, surety, letter of comfort, joint liability or del credere liability in respect of the manufacturer’s liabilities. The customer shall have no claim against ROOOOM for delivery, for the repayment of advance payments made, for damages in lieu of performance or for any other form of substitute performance.

(7) Failure to deliver and insolvency. If the manufacturer fails to deliver or fails to deliver on time, ceases trading, or if insolvency, reorganisation or similar proceedings are commenced in respect of its assets, or if the commencement of such proceedings is refused on the grounds of insufficient assets, then all claims of the customer — in particular those relating to delivery, withdrawal, reduction, damages and repayment of advance payments — must be asserted exclusively against the manufacturer, the insolvency administrator or any guarantor.

(8) ROOOOM shall inform the customer without delay of any circumstances of this nature of which it becomes aware, insofar as this is possible and legally permissible, and shall do its utmost to assist the customer in contacting the manufacturer, the insolvency administrator or a rescue company. This assistance is provided voluntarily, free of charge and without any legal obligation. It does not constitute a legal service within the meaning of the Legal Services Act and does not preserve any time limits for the customer, in particular the time limit for lodging a claim in the insolvency register.

(9) If a contract that has already been concluded is not performed by the insolvency administrator pursuant to section 103 of the Insolvency Code (InsO), this shall not give rise to any claims against ROOOOM.

(10) The customer shall have no entitlement to the distribution, surrender or repayment of any commission that ROOOOM has received or may receive from the manufacturer. The customer shall not be entitled to set off any claims against ROOOOM against claims against the manufacturer.

(11) ROOOOM is entitled to cease acting as an intermediary for a manufacturer at any time and without giving reasons, in particular where there are indications of payment or delivery difficulties. The customer has no right to demand that the intermediary services continue.

§ 8 Returns and returns to ROOOOM

(1) Returns of goods that have already been delivered always require prior authorisation from the relevant manufacturer in writing (return authorisation/RMA number). Without this authorisation, there is no entitlement to a return. Approved returns must be sent exclusively to the address specified by the manufacturer and in accordance with the manufacturer’s instructions.

(2) ROOOOM is not the manufacturer’s collection, returns or sorting centre. ROOOOM is under no obligation to accept, inspect, temporarily store, repackage or forward the customer’s goods to the manufacturer, or to include them in ROOOOM’s own consignments. Any assistance provided on a case-by-case basis as a favour does not give rise to any entitlement in future cases, even if such assistance is provided repeatedly.

(3) ROOOOM is entitled to refuse to accept consignments that are sent to ROOOOM without ROOOOM’s prior written consent. Consignments sent carriage forward and cash-on-delivery consignments are generally not accepted.

(4) Should such a consignment nevertheless come into ROOOOM’s possession — for example, because it was left without a confirmation of receipt, handed over to neighbours or deposited in a parcel locker — the following shall apply: The goods remain the property of the previous owner. Acceptance does not constitute a declaration of acceptance of the return, nor does it constitute an acknowledgement of any claim for return, warranty, refund or credit note, either by ROOOOM or by the manufacturer, and does not preserve any time limits vis-à-vis the manufacturer.

(5) No contract of safekeeping shall be formed. The goods shall be stored at the customer’s risk. ROOOOM shall exercise only the degree of care that it would normally exercise in its own affairs (Section 690 of the German Civil Code (BGB)); in all other respects, Section 20 shall apply.

(6) Upon request by ROOOOM, the customer is obliged to make arrangements regarding the goods in writing without delay, and at the latest within five (5) working days; that is, to collect them, arrange for them to be collected, or allow ROOOOM to return them at the customer’s expense.

(7) ROOOOM is entitled to charge the customer for any services and expenses incurred as a result of a return that was not agreed or authorised. This is based on Section 354(1) of the German Commercial Code (HGB), according to which a trader may claim commission and storage charges at the rates customary in the locality for the handling of transactions and for storage, even without prior agreement, as well as Sections 677, 683 in conjunction with Section 670 of the German Civil Code (BGB), or, in the alternative, Section 684 of the German Civil Code (BGB).

(8) The following charges shall apply, plus statutory VAT in each case:
– Receipt, registration and condition documentation of the consignment: EUR 50 per
consignment– Inspection, repackaging and other processing: EUR 22 per quarter of an hour or part thereof, plus packaging and material costs as incurred–
Storage charges: EUR 158 per week or part thereof, per package or
storage space– Forwarding to the manufacturer or return to the customer: actual freight, packaging, insurance, customs and
export costs incurred– Restocking and handling fees charged by the manufacturer ROOOOM for the goods in question

(9) The customer expressly reserves the right to prove that no costs were incurred at all, or that the costs incurred were substantially lower than the rates set out above. ROOOOM reserves the right to prove that the actual costs incurred were higher.

(10) ROOOOM shall be entitled to retain the goods until the outstanding claims arising under paragraphs 7 and 8 have been settled in full, provided that the conditions for the commercial right of retention under section 369 of the German Commercial Code (HGB) are met.

(11) If, even after the expiry without result of a reasonable grace period of at least ten (10) working days set for the customer in writing, the customer has still not taken delivery of the goods, ROOOOM shall be entitled, following prior written notice, to return the goods to the customer’s business address at the customer’s expense and risk, or to dispose of them in accordance with the provisions governing self-help sales (Sections 383 et seq. of the German Civil Code (BGB), Section 373 of the German Commercial Code (HGB)). Any proceeds from such realisation shall be paid to the customer after deduction of costs.

(12) The customer shall bear the costs and risk of transporting a return, unless the manufacturer agrees otherwise in individual cases. ROOOOM shall not be liable for loss or damage occurring during transit.

(13) Whether a return is accepted and credited, to what extent, and at what restocking fees, is determined exclusively by the terms and conditions of the relevant manufacturer. ROOOOM does not issue credit notes and is not liable for any refunds.

(14) In the case of returns from countries outside the customs territory of the European Union, in particular from Switzerland and Liechtenstein, the customer must provide all the documents required under customs and VAT legislation, ensuring they are complete and accurate. Any costs, duties, delays or penalties arising from missing or incorrect information provided by the customer shall be borne by the customer.

§ 9 Samples, items on loan and display items

(1) ROOOOM may lend the customer samples, sample cases, colour and material charts, demonstration equipment and display items. There is no entitlement to such items.

(2) Items provided remain the property of ROOOOM or the relevant manufacturer. The customer acquires neither ownership nor rights of use beyond the agreed purpose.

(3) The customer must treat the items provided with due care, protect them against loss, theft and damage, must not alter them, must not pass them on to third parties, and must not sell or encumber them.

(4) Each sample is supplied with a delivery note specifying the sample provided, the delivery address and the return deadline. Unless otherwise agreed, the return period is thirty (30) days from the date of dispatch. ROOOOM will remind the customer in writing before the deadline expires.

(5) The goods must be returned within the return period to the address specified by ROOOOM, complete, in good condition and, where possible, in their original packaging. Unless otherwise agreed, the customer shall bear the cost of returning the goods. The deadline is deemed to have been met upon receipt by ROOOOM.

(6) If items provided are not returned, or are returned late, incomplete or damaged, ROOOOM shall be entitled, following a reminder and the expiry of a reasonable grace period, to charge the replacement value or the repair costs, as well as the administrative costs in accordance with § 12. Normal wear and tear resulting from intended use shall not be taken into account. The customer reserves the right to prove that the damage was less than this.

(7) If the customer wishes to keep a sample, they must notify ROOOOM of this in writing before the return period expires. In this case, the purchase will be invoiced by the relevant manufacturer or by a company designated by ROOOOM; ROOOOM itself does not act as the seller in this respect either.

(8) Demonstration units and exhibition items are second-hand goods. Claims for defects in this respect are only valid in accordance with an express agreement with the relevant manufacturer.

(9) In the event of attachment or any other form of access by third parties to the items provided, or in the event of an application for the commencement of insolvency proceedings in respect of the customer’s assets, the customer must notify ROOOOM without delay and safeguard the owner’s rights.

§ 10 Planning, calculation and consultancy services

(1) ROOOOM may assist the customer with product selection and provide them with non-binding guidance, such as product recommendations, bills of materials, lighting calculations, simulations, luminaire layouts or visualisations.

(2) Such services constitute free sales support and do not constitute specialist planning. They are not a substitute for planning carried out by a specialist or electrical engineer, nor for the customer’s own checks or those of the customer’s client.

(3) Calculations are based on the information provided by the customer — in particular regarding room geometry, reflection coefficients, maintenance factor, installation height and usage profile — as well as on the manufacturer’s product data. ROOOOM does not verify the accuracy of this information. Discrepancies between the calculation and the actual installation are possible.

(4) ROOOOM is not obliged to comply with standards, guidelines or regulatory requirements, in particular those relating to workplace, emergency and safety lighting, fire safety, electrical installations and protection against glare and light pollution, and is not obliged to verify compliance with building regulations, health and safety legislation or insurance requirements. Responsibility for this lies with the customer or the specialist planner commissioned by the customer.

(5) ROOOOM does not provide legal, tax, energy or grant advice. Any guidance on such matters constitutes non-binding information and does not constitute a legal service within the meaning of the Legal Services Act.

(6) ROOOOM shall only be liable for support services provided free of charge in accordance with section 20.

§ 11 Product safety, conformity and registration requirements

(1) With regard to the products it facilitates, ROOOOM is neither a manufacturer, importer, distributor, authorised representative nor fulfilment service provider, nor is it the responsible person within the meaning of Article 16 of Regulation (EU) 2023/988 (Product Safety Regulation) or Article 4 of Regulation (EU) 2019/1020. ROOOOM does not place any products on the market nor does it make any products available on the market.

(2) The relevant manufacturer or importer is responsible for product safety, CE marking, declarations of conformity, technical documentation, labelling, warnings, instructions for use and assembly in the relevant national language, and for appointing a responsible person within the Union.

(3) If the customer purchases goods directly from a manufacturer based outside the European Union, they may thereby become the importer within the meaning of the regulations on product safety and product liability and assume the associated obligations. The customer is responsible for verifying this.

(4) The customer is personally responsible for complying with their own registration, reporting, labelling and take-back obligations, in particular under the Electrical and Electronic Equipment Act, the Battery Act and the Packaging Act, as well as under the relevant regulations in Austria, Italy, Liechtenstein and Switzerland.

(5) ROOOOM does not assume any of these obligations and is under no duty to check whether the manufacturer or the customer is complying with them. Any information provided by ROOOOM in this regard is for guidance only.

(6) Should ROOOOM become aware of a safety issue, a recall or a warning relating to products it has supplied, ROOOOM shall inform the affected customers without delay, insofar as this is possible. The implementation of recalls and other safety measures is the responsibility of the manufacturer.

§ 12 Remuneration and Terms of Payment for Services Provided by ROOOOM

(1) Insofar as ROOOOM, in exceptional circumstances, provides services which are subject to payment in accordance with these General Terms and Conditions or a separate agreement — in particular pursuant to Sections 8 and 9 — the provisions of this paragraph shall apply.

(2) All amounts are quoted net, plus statutory value added tax. Where the conditions for a tax exemption or reverse charge apply, the customer must provide the necessary evidence, in particular a valid VAT registration number.

(3) Invoices issued by ROOOOM are payable in full, without any deductions, within fourteen (14) days of the invoice date. Invoices are issued electronically; the customer agrees to receive electronic invoices.

(4) In the event of late payment, the customer shall be liable to pay interest on arrears at a rate of nine percentage points above the base rate (Section 288(2) of the German Civil Code (BGB)), as well as a fixed sum of 40 euros in accordance with Section 288(5) of the German Civil Code (BGB). We reserve the right to claim further damages arising from the delay; the flat-rate sum shall be set off against any damages owed, insofar as such damages are attributable to the costs of legal proceedings.

(5) Any objections to an invoice must be raised in writing within four (4) weeks of receipt. ROOOOM shall draw attention to this deadline and the consequences of failing to meet it in the invoice.

(6) The customer may only set off against claims that are undisputed or have been established by a final and binding judgement. The customer shall only be entitled to a right of retention in so far as their counter-claim arises from the same legal relationship.

§ 13 Customer data and disclosure to the manufacturer

(1) The purpose of ROOOOM’s activities is to establish a direct business relationship between the customer and the relevant manufacturer. To this end, it is necessary for ROOOOM to forward the data provided by the customer — in particular company and address details, business contact details of the relevant contact persons, VAT registration number, delivery and billing addresses, as well as order, project and quotation details — to the relevant manufacturer so that the latter can prepare quotations, confirm orders and process deliveries.

(2) The customer acknowledges that this disclosure is necessary for the performance of the brokerage service requested by them. The processing is carried out on the basis of Article 6(1)(b) and (f) of the GDPR. Further details can be found in the privacy policy, available at https://roooom.com/datenschutzerklaerung.

(3) If the relevant manufacturer is established outside the European Economic Area, the transfer shall be carried out in accordance with Articles 44 et seq. of the GDPR.

(4) The relevant manufacturer is the independent data controller within the meaning of Article 4(7) of the GDPR with regard to the data transmitted to it. ROOOOM is not responsible for the processing of such data.

(5) If the customer provides ROOOOM with personal data relating to third parties — in particular its employees, planners, architects, end customers or alternative delivery addresses — it warrants that it is authorised to do so and that it has fulfilled the necessary obligations regarding information provision and, where applicable, consent. The customer shall indemnify ROOOOM against any claims by third parties in this regard, provided that ROOOOM is not responsible for the breach of law.

§ 14 Product information and mailings

(1) ROOOOM informs business customers by email about new products, new or amended price lists, catalogues, promotions, trade fair dates and other sales-related matters concerning the manufacturers it represents.

(2) Dispatch is carried out on the basis of consent given by the customer (Article 6(1)(a) of the GDPR, Section 7(2)(2) of the UWG) or, where the legal requirements are met, on the basis of legitimate interests (Section 7(3) of the UWG, Article 6(1)(f) of the GDPR).

(3) The customer may opt out of receiving such information at any time, either via the unsubscribe link included in every message or by sending an informal notification to info@roooom.com. This will incur no costs other than the transmission charges in accordance with the standard rates.

(4) The objection does not affect the admissibility of any communication necessary for the initiation or processing of specific orders.

§ 15 Documents, downloads, rights of use, confidentiality of terms and conditions

(1) Catalogues, price lists, data sheets, texts, photographs, renderings, drawings, CAD and BIM data, lighting data and any other documents provided are protected by copyright and related rights. These rights are held by ROOOOM or the relevant manufacturer.

(2) ROOOOM grants the customer a simple, non-exclusive, non-transferable right, revocable at any time, to use these documents solely for the purpose of initiating and conducting business with the manufacturers represented, as well as for the customer’s own sales, consultancy and planning activities.

(3) Retailer, net and project price lists, terms and conditions, discount scales and bonus schemes constitute confidential business information within the meaning of the Trade Secrets Act. Their disclosure to third parties — in particular to end consumers, competitors and unauthorised dealers — is prohibited.

(4) In particular, it is prohibited to make price lists, terms and conditions, catalogues, data sheets, the manufacturer’s installation and planning documents on one’s own or third-party websites, on portals, in cloud storage or on distribution platforms without the manufacturer’s prior written consent, or to offer them for download. This restriction serves to protect confidential terms and conditions and the manufacturer’s rights to its documents.

(5) The following are also prohibited: the editing or alteration of the documents; the removal of copyright, trade mark and manufacturer notices; sub-licensing; the systematic extraction or reproduction of data sets (scraping, Section 87b of the German Copyright Act (UrhG)), and the use of such material for the development, promotion or distribution of competing products.

(6) Login details and the content of the restricted-access customer area must not be made publicly available or disclosed to third parties (Section 3(4)).

(7) The right of use shall cease upon termination of the business relationship or upon revocation by ROOOOM. Upon request, any documents provided must be returned or deleted, provided that this does not conflict with any statutory retention obligations.

(8) Manufacturers’ trade marks, logos and other distinctive signs may, in the context of the use of the documents provided, only be used in accordance with the respective manufacturer’s specifications.

(9) Clarification. The provisions of this paragraph relate exclusively to the documents provided by ROOOOM or the manufacturer and to the confidentiality of the terms and conditions. They do not restrict the resale of lawfully acquired goods or the choice of distribution channel, and do not affect the customer’s statutory right to use the manufacturer’s trade mark to advertise the resale of lawfully acquired original goods (Section 24 of the German Trade Marks Act (MarkenG), Article 15 of the EU Trade Mark Regulation (UMV)). Any distribution restrictions imposed by the respective manufacturer, where applicable, apply exclusively to the relationship between the customer and the manufacturer.

§ 16 Files, Data Storage Media and System Security

(1) ROOOOM shall take measures that are economically reasonable in accordance with the current state of the art to ensure that the files made available for download and those sent are free from malware, in particular by using up-to-date security software on the systems used by ROOOOM.

(2) It is not technically possible to guarantee complete freedom from viruses, Trojans, ransomware and other malware. This applies in particular to files originating from manufacturers or other third parties, as well as to transmission channels beyond ROOOOM’s control.

(3) The customer is obliged to scan any files downloaded or sent to them using up-to-date, suitable security software before opening or processing them, and to protect their system against damage and data loss by taking appropriate security measures — in particular by making regular, separately stored backups (back-ups)—against damage and data loss.

(4) ROOOOM shall not be liable for any damage resulting from the customer’s breach of these obligations. In all other respects, Section 20 shall apply.

§ 17 Misuse of domain names, sender addresses and communication channels

(1) Sender details in emails can be technically forged. It cannot be ruled out that third parties may send messages by misusing ROOOOM’s name, domain, logos or sender addresses (spoofing, phishing, business email compromise) or interfere with ongoing email correspondence and alter its content, in particular bank details.

(2) ROOOOM shall take reasonable, state-of-the-art technical measures to prevent this, in particular authentication procedures for email transmission (SPF, DKIM, DMARC) and transport encryption. However, this does not rule out the possibility of misuse by third parties.

(3) ROOOOM never asks customers by email to provide login details, passwords or payment details, and never notifies customers of a change to its bank details exclusively by email.

(4) The customer is obliged, prior to making any payments based on bank details provided for the first time or which differ from those previously provided, as well as in the case of unusual or urgent payment requests, to verify the details via an independent channel of communication with which they are already familiar — for example, by calling back the telephone number they already know. Simply replying to the suspicious message itself is not sufficient for this purpose.

(5) ROOOOM shall not be liable for any loss arising from misuse by third parties, in particular from payments made to third parties on the basis of forged or falsified messages, provided that ROOOOM is not responsible for such misuse. Section 20 remains unaffected.

(6) The customer shall inform ROOOOM immediately of any instances of misuse of which they become aware.

§ 18 Availability, operational disruptions and force majeure

(1) ROOOOM is run as a sole trader. Enquiries, orders and correspondence are dealt with during normal business hours. ROOOOM provides information on company holidays, extended absences and known disruptions on its website and, where possible, via an automated reply to incoming emails.

(2) Compliance with time limits. Declarations and notifications subject to time limits relating to the brokered supply transaction — in particular, notifications of defects and complaints pursuant to section 377 of the German Commercial Code (HGB), notices setting deadlines, declarations of withdrawal, reduction or termination, and the acceptance of offers from the manufacturer — must be submitted directly to the relevant manufacturer (Section 2(5)). Submission to ROOOOM or via ROOOOM does not satisfy the deadline vis-à-vis the manufacturer. This also applies if ROOOOM forwards such declarations in individual cases as a courtesy.

(3) Transmission risk and follow-up. The risk associated with the transmission of a message lies with the person making the declaration. If ROOOOM fails to respond to a message within three (3) working days, the customer must contact ROOOOM via an alternative channel — by telephone or via an alternative address specified by ROOOOM — and, in the case of time-sensitive matters, contact the manufacturer directly. Failure to do so shall be taken into account when assessing any damages in accordance with Section 254 of the German Civil Code (BGB).

(4) Force majeure. ROOOOM shall not be held liable for events of force majeure which temporarily prevent or significantly impede ROOOOM from providing its services. Force majeure refers to unforeseeable, externally caused events which ROOOOM cannot avert even by exercising reasonable care, in particular:
– natural disasters, fire, flooding, severe
storms– war, terrorism, sabotage, civil unrest, embargoes and official
measures– epidemics and pandemics, as well as official
orders resulting therefrom– industrial action, including that affecting suppliers, service providers and transport companies–
widespread failure of electricity, telecommunications or internet services, as well as failures affecting data centre, hosting and
network operators– attacks on information technology systems, for example through malware, encryption Trojans or denial-of-service attacks, provided that ROOOOM
has taken reasonable protective measures in accordance with the state of the art– unforeseeable serious illness, accident or death of the owner or key staff members

(5) Scope. Disruptions that fall within ROOOOM’s sphere of control and which could have been avoided had reasonable care been exercised do not constitute force majeure. ROOOOM’s statutory liability for wilful misconduct and negligence in accordance with Section 20 remains unaffected. This provision does not constitute an exclusion of liability, but rather sets out the conditions under which ROOOOM is not responsible for a delay.

(6) Legal consequences. For the duration of an event of force majeure and for a reasonable recovery period thereafter, the services and deadlines of ROOOOM affected thereby shall be suspended; ROOOOM shall not be deemed to be in default in this respect. ROOOOM shall inform the customer without delay of the occurrence, expected duration and cessation of the disruption as soon as this is possible and reasonable for it to do so.

(7) During such a disruption, the customer remains entitled – and, in the case of time-sensitive matters, obliged – to contact the relevant manufacturer directly. To this end, ROOOM provides, where possible, the contact details of the manufacturers it represents on its website.

(8) If an event of force majeure lasts for more than six (6) weeks, either party may terminate the relevant collaboration with immediate effect by giving written notice. No further claims arising from such termination shall arise; contracts already concluded between the customer and the manufacturer shall remain unaffected.

(9) Contingency arrangements. ROOOOM shall make appropriate organisational arrangements in the event of a prolonged absence and, upon request, shall provide the customer with an alternative contact address.

§ 19 Availability and Changes to the Website

(1) There is no entitlement to uninterrupted availability of the website and the restricted-access customer area. Restrictions may arise, in particular, as a result of maintenance work, technical faults, attacks by third parties, measures taken by service providers and force majeure.

(2) ROOOOM is entitled to change, restrict or discontinue the scope, functions, design and content of the website at any time, provided this is reasonable for the customer.

(3) Use of the website and the customer area is free of charge. There is no entitlement to remuneration, reimbursement or the continued provision of specific functions.

§ 20 Liability

(1) ROOOOM shall be liable without limitation for wilful misconduct and gross negligence, in the event of fraudulent concealment of a defect, to the extent of any guarantee expressly given, for damage resulting from death, personal injury or damage to health, and in accordance with the provisions of the Product Liability Act.

(2) In the event of a breach of a material contractual obligation due to slight negligence, liability shall be limited to the loss typical of the contract and foreseeable at the time the contract was concluded. Essential contractual obligations are those obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may reasonably rely.

(3) In all other respects, liability for slight negligence is excluded.

(4) To the extent permitted by law, liability for loss of profit, loss of savings, indirect damage, consequential damage, third-party claims and loss of data is excluded; in the event of data loss, ROOOOM shall only be liable for the costs that would have been necessary to restore the data had the customer carried out proper and regular data backups.

(5) ROOOOM shall not be liable for the fulfilment of obligations or for statements made by the manufacturer, nor for the products supplied by the manufacturer (Section 6(8)), nor for the manufacturer’s creditworthiness and solvency, nor for the loss of advance payments (Section 7), nor for the product safety and conformity of the products supplied (Section 11).

(6) ROOOOM shall only be liable for the accuracy and completeness of information received from the manufacturer and passed on unaltered in the event of wilful misconduct or gross negligence.

(7) The above limitations of liability shall also apply in favour of ROOOOM’s legal representatives, employees and vicarious agents.

(8) The above provisions do not entail any shift in the burden of proof to the detriment of the customer.

§ 21 Confidentiality

(1) The parties shall treat as confidential all confidential information relating to the other party and the manufacturers they represent that comes to their knowledge in the course of the business relationship, and shall use such information solely for the purposes of that business relationship.

(2) In particular, terms and conditions, price lists, cost calculations, customer data, project information and documents marked as confidential shall be deemed confidential; in all other respects, the provisions of the Trade Secrets Act (GeschGehG) shall apply.

(3) This obligation shall not apply to information which is in the public domain, which has become known without any breach of this agreement, which has been lawfully obtained from third parties, or which must be disclosed pursuant to a statutory or regulatory requirement.

(4) This obligation shall continue for a period of three years following the termination of the business relationship; intellectual property rights and statutory provisions on the protection of confidential information shall remain unaffected for an indefinite period.

§ 22 Cookies and Data Protection

(1) The website uses cookies and similar technologies. Cookies that are not technically necessary are only used with the user’s consent in accordance with Section 25(1) of the TDDDG; consent may be withdrawn at any time via the cookie settings.

(2) Details regarding the processing of personal data, legal bases, recipients, retention periods and data subjects’ rights are set out in the privacy policy, which is available at https://roooom.com/datenschutzerklaerung. The privacy policy does not form part of these General Terms and Conditions.

§ 23 Written Form, Amendments to these Terms and Conditions

(1) Unless expressly stated otherwise, any declarations or notifications made under these General Terms and Conditions must be in writing (Section 126b of the German Civil Code (BGB)).

(2) ROOOOM is entitled to amend these Terms and Conditions with future effect. The version available on the website at the time shall apply to every order and to every use of the restricted customer area. ROOOOM shall notify registered customers in writing of any material changes.

(3) Transactions that have already been completed are not affected by any changes.

§ 24 Final Provisions

(1) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship shall be Munich, provided that the customer is a trader, a legal person governed by public law or a special fund governed by public law, or has no general place of jurisdiction in the Federal Republic of Germany. ROOOOM is also entitled to bring proceedings at the customer’s general place of jurisdiction. Mandatory statutory places of jurisdiction remain unaffected.

(3) The place of performance for all services provided by ROOOOM is Munich.

(4) ROOOOM is neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration body.

(5) The customer may only set off claims against ROOOOM against undisputed or legally established counter-claims. The customer shall only be entitled to a right of retention in so far as their counter-claim arises from the same contractual relationship.

(6) The assignment of claims against ROOOOM requires consent in writing; Section 354a of the German Commercial Code (HGB) remains unaffected.

(7) The German version of these Terms and Conditions shall prevail. Translations are provided for information purposes only.

(8) Individual agreements between ROOOOM and the customer shall always take precedence over these General Terms and Conditions (Section 305b of the German Civil Code (BGB)). Notwithstanding the validity of informal agreements, a contract in writing or written confirmation from ROOOOM shall be decisive as to their content.

(9) Order of precedence. In the event of any conflict, the following shall apply to the services provided by ROOOOM: first, the individual agreement; then, these General Terms and Conditions. The terms and conditions of the respective manufacturer shall apply exclusively to the arranged supply transaction; these General Terms and Conditions do not govern this transaction and do not conflict with it.

(10) Any amendments or additions to these General Terms and Conditions, as well as any ancillary agreements, must be made in writing. Verbal undertakings made by persons who are not authorised to act on behalf of ROOOOM shall be null and void.

(11) Foreign trade and sanctions. The customer warrants that neither they, nor their legal representatives, nor their beneficial owners are subject to any sanctions or embargo measures imposed by the European Union, the Federal Republic of Germany, the United Nations or the United States, and that the products supplied shall not be used, exported or resupplied in breach of foreign trade, customs or export control regulations. ROOOOM is entitled to refuse or terminate the brokerage if such regulations conflict with or could conflict with it; the customer shall have no claims arising therefrom.

(12) Should any provision of these General Terms and Conditions be or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by the relevant statutory provision.

§ 25 Translations of the General Terms and Conditions

The content of the original German version of the General Terms and Conditions shall prevail.

Germany, Munich, 20 September 2026