General Terms and Conditions

ROOOOM Service- und Generalagentur

Owner: Andreas Barner (sole trader)

Edeltraudstraße 80, 81827 Munich, Germany

VAT registration number: DE133347546

— hereinafter “ROOOOM” —

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 transactions with commercial customers in Germany, Austria, Italy (South Tyrol), Liechtenstein and Switzerland.

ROOOOM acts exclusively in an intermediary capacity. ROOOOM is neither the seller nor the supplier nor a contracting party to the supplied goods transactions it brokers. These are concluded exclusively between the customer and the respective manufacturer.

(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), at legal entities under public law and at special funds under 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 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 if ROOOOM provides services without reservation whilst being aware of such terms and conditions.

(4) These General 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 decisive in each case.

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

(1) ROOOOM acts exclusively as an intermediary. Contracts of sale, supply and for services relating to the products arranged are concluded exclusively between the customer and the relevant manufacturer. ROOOOM does not become a party to these contracts and assumes none of the manufacturer’s obligations.

(2) ROOOOM is not authorised to conclude contracts on behalf of the manufacturer, to agree prices, discounts, terms and conditions, delivery dates, specifications or guarantees in a binding manner, 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 from the respective 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 brokered supply transaction must be made exclusively to the relevant manufacturer in accordance with the latter’s instructions, unless expressly agreed otherwise 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 deadlines, 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 required by law.

(6) The brokerage service is provided free of charge to the customer. ROOOOM is remunerated exclusively by the respective 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 Sections 8, 9 and 12).

(1) 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 authorisation. ROOOOM may refuse authorisation without giving reasons, in particular if commercial status has not been proven or if the respective manufacturer’s requirements regarding authorised distribution channels preclude it.

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

(4) Access details must be treated as confidential, carefully protected from 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 of unauthorised use of their access details. The customer is responsible for any actions carried out using their access 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 account at any time in writing, subject to four weeks’ notice. The customer’s legitimate interests must be taken into account appropriately.

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

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

(3) The manufacturer’s price list and terms and conditions valid at the time of the manufacturer’s order confirmation shall always prevail. 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 modifications 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 specifications — in particular regarding luminous flux, luminous efficacy, colour temperature, colour rendering, light sources, protection classes, 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 verify the suitability of a product for the intended use specified by the customer or their client, as well as compliance with the regulations applicable at the place of use.

(1) The customer may submit orders to 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 conclude 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 shall forward the order to the relevant manufacturer, generally within three (3) working days of receipt, excluding company holidays. ROOOOM shall provide information on company holidays and other extended periods of absence on the website and, where possible, via an automated reply.

(4) An order confirmation or acknowledgement of receipt sent by ROOOOM or via the retailer platform confirms only that the order has been received by ROOOOM. 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 its own letterhead or from its own email address, or by the fulfilment of the delivery. ROOOOM is under no obligation to conclude or fulfil 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 the order, it shall be deemed a new offer from the manufacturer, which requires acceptance by the customer.

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

(8) Changes, cancellations and withdrawals are governed exclusively by the terms and conditions of the respective manufacturer. ROOOOM will pass on the customer’s relevant requests but is under no obligation to ensure their successful resolution.

(1) The entire processing of the arranged 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 services — is 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 the respective manufacturer are published by the manufacturer itself. ROOOOM maintains a manufacturer overview on its website which, for each manufacturer it represents, contains 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 terms and conditions of the relevant manufacturer by referring to this publication. The version published by the manufacturer, on which the manufacturer bases its order confirmation, is exclusively authoritative; whether and to what extent these terms and conditions form part of the contract depends solely on the relationship between the customer and the manufacturer. The customer may not claim to ROOOOM that they were unaware of these terms and conditions.

(4) The linked content is third-party content provided by the relevant 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 discretion whether to place an order on that basis. ROOOOM is under no obligation to provide a translation or to verify whether such terms and conditions are validly incorporated into the language of the transaction.

(6) Complaints, notices of defects, notices of non-conformity under 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 within the prescribed time limits. The customer shall copy ROOOOM in such correspondence (CC) so that ROOOOM may monitor the process and support 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 voluntarily, 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 satisfy 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).

(1) Payments arising from the brokered supply transaction shall 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) If the customer nevertheless makes a payment to ROOOOM, this shall not constitute fulfilment of the obligation towards the manufacturer. ROOOOM shall immediately transfer such a payment back; the customer shall bear any bank and currency conversion costs arising therefrom.

(3) Whether, in what amount and with what form of security advance payments, down payments, letters of credit or guarantees are to be made 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 decides at their own discretion whether to make an advance payment and how to hedge their payment risk. Suitable forms of security 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 security measures, particularly for high-value orders and for manufacturers based outside Germany.

(5) Creditworthiness. ROOOOM is under no obligation to check or continuously monitor a manufacturer’s creditworthiness, liquidity, ability to deliver 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, provided that ROOOOM does not make inaccurate statements with intent or through gross negligence.

(6) No obligation to indemnify. ROOOOM assumes no guarantee, surety, letter of comfort, joint and several liability or del credere liability for 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) Non-delivery and insolvency. If the manufacturer fails to deliver or does not deliver on time, ceases trading, if insolvency, reorganisation or similar proceedings are commenced in respect of its assets, or if the commencement of such proceedings is rejected due to lack of assets, then all claims of the customer — in particular those relating to delivery, withdrawal, reduction, damages and the refund 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 on the part of 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 has no entitlement to the distribution, surrender or repayment of commissions which ROOOOM has received or continues to receive from the manufacturer. The customer may not set off claims against ROOOOM against claims against the manufacturer.

(11) ROOOOM is entitled to cease acting as an agent 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 ROOOOM continue to act as an agent.

(1) Returns of goods already delivered always require prior authorisation from the relevant manufacturer in writing (return authorisation/RMA number). Without this authorisation, there is no right to return the goods. 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, forward to the manufacturer or include the customer’s goods in ROOOOM’s own consignments. Assistance provided on a case-by-case basis as a courtesy 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 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 the possession of ROOOOM — for example, because it was left without a confirmation of receipt, handed over to neighbours or deposited in a parcel locker — the following applies: The goods remain the property of the previous owner. Acceptance does not constitute a declaration of acceptance of a 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 is concluded. The goods are stored at the customer’s risk. ROOOOM is only required to exercise the same degree of care that it would apply in its own affairs (Section 690 of the German Civil Code (BGB)); in all other respects, Section 20 applies.

(6) Upon request by ROOOOM in writing, the customer is obliged to make arrangements regarding the goods without delay, and at the latest within five (5) working days, i.e. 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, even without prior agreement, charge commission and storage fees at the rates customary in the locality for the handling of business and for storage, as well as Sections 677, 683 in conjunction with Section 670 of the German Civil Code (BGB), or, alternatively, Section 684 of the BGB.

(8) The following charges shall apply, in each case plus statutory value added tax:

– Receipt, registration and documentation of the consignment’s condition: 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 significantly lower than the rates set out above. ROOOOM reserves the right to prove that the actual costs incurred were higher.

(10) ROOOOM is entitled to retain the goods until the 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 fails to dispose 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 realise 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 costs and risk of transporting a return shipment shall be borne by the customer, unless the manufacturer agrees otherwise in individual cases. ROOOOM shall not be liable for loss or damage in 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 respective 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 in full and accurately. Any costs, duties, delays and penalties arising from missing or incorrect information provided by the customer shall be borne by the customer.

(1) ROOOOM may make samples, sample cases, colour and material charts, demonstration equipment and exhibition items available to the customer on loan. There is no entitlement to such items.

(2) Items provided on loan remain the property of ROOOOM or the respective 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 period. Unless otherwise agreed, the return period is thirty (30) days from the date of dispatch. ROOOOM shall remind the customer in writing before the expiry of this period.

(5) The sample must be returned within the return period to the address specified by ROOOOM, in full, in good condition and, where possible, in its original packaging. Unless otherwise agreed, the customer shall bear the costs of return. The date of receipt by ROOOOM shall determine whether the deadline has been met.

(6) If items supplied 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 stated.

(7) If the customer wishes to retain a sample, they must notify ROOOOM 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 regard.

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

(9) In the event of attachment or other access by third parties to the items provided, or in the event of an application to open insolvency proceedings in respect of the customer’s assets, the customer must inform ROOOOM immediately and safeguard the owner’s rights.

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

(2) Such services constitute sales support provided free of charge and do not constitute specialist planning. They do not replace planning carried out by a specialist or electrical planner, nor do they replace 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, reflectance values, 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. Deviations between the calculation and the actual installation are possible.

(4) ROOOOM is not obliged to ensure compliance with standards, guidelines or regulatory requirements, in particular those relating to workplace, emergency and safety lighting, fire protection, electrical installations and protection against glare and light pollution, nor is it 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 them.

(5) ROOOOM does not provide legal, tax, energy or funding advice. Information on such matters is provided for guidance only 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 § 20.

(1) With regard to the products brokered, 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 make any products available on the market.

(2) The respective 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, as well as for the appointment of a responsible person within the Union.

(3) If the customer procures goods directly from a manufacturer based outside the European Union, they may thereby become the importer for the purposes of product safety and product liability legislation and assume the associated obligations. The customer shall verify this on their own responsibility.

(4) The customer is personally responsible for fulfilling 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 assumes none of these obligations and is under no duty to verify whether the manufacturer or the customer fulfils 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 concerning 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.

(1) Insofar as ROOOOM, in exceptional cases, provides services that are subject to payment in accordance with these General Terms and Conditions or a separate agreement — in particular under § 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 a reverse charge mechanism apply, the customer must provide the necessary evidence, in particular a valid VAT registration number.

(3) Invoices issued by ROOOOM are due for payment without deduction 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 owe default interest at a rate of nine percentage points above the base rate (Section 288(2) of the German Civil Code (BGB)) as well as a flat-rate charge of 40 euros pursuant to Section 288(5) of the German Civil Code (BGB). We reserve the right to claim further damages arising from default; the fixed sum shall be set off against any damages owed, insofar as such damages are based on the costs of legal proceedings.

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

(6) The customer may only set off against undisputed or legally established counter-claims. The customer shall only be entitled to a right of retention insofar as their counter-claim is based on the same legal relationship.

(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 intermediary services requested by them. Processing is carried out on the basis of Article 6(1)(b) and (f) of the GDPR. Further details are set out in the privacy policy, available at [insert URL].

(3) If the relevant manufacturer is based outside the European Economic Area, the transfer shall take place 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 transferred to it. ROOOOM is not responsible for the processing of such data.

(5) If the customer transfers personal data of third parties to ROOOOM — in particular that of their employees, planners, architects, end customers or alternative delivery addresses — they warrant that they are authorised to do so and have fulfilled the necessary obligations regarding information and, where applicable, consent. The customer shall indemnify ROOOOM against any claims by third parties to the extent that ROOOOM is not responsible for the breach of law.

(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) Such communications are sent on the basis of consent given by the customer (Art. 6(1)(a) GDPR, § 7(2)(2) UWG) or, where the legal requirements are met, on the basis of legitimate interests (§ 7(3) UWG, Article 6(1)(f) of the GDPR).

(3) The customer may object to receiving such information at any time, either via the unsubscribe link contained in every message or by sending an informal notification to [insert email address]. No costs other than the transmission costs in accordance with standard rates will be incurred in this regard.

(4) The objection does not affect the lawfulness of communications necessary for the initiation or fulfilment of specific orders.

(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. The rights are held by ROOOOM or the relevant manufacturer.

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

(3) Dealer, 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 agreements, catalogues, data sheets, the manufacturer’s installation and planning documents without the manufacturer’s prior written consent on one’s own or third-party websites, on portals, in cloud storage or on distribution platforms, or to make them available for download. This restriction serves to protect confidential terms and conditions and the manufacturer’s rights in its documents.

(5) It is also prohibited to edit or alter the documents, to remove copyright, trade mark and manufacturer notices, to sub-license them, to systematically extract or reproduce data sets (scraping, Section 87b of the German Copyright Act (UrhG)), and the use of such documents for the development, promotion or distribution of competing products.

(6) Access details and the contents of the restricted 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) Trademarks, logos and other identifying marks of the manufacturers may, in the context of using the documents provided, only be used in accordance with the specifications of the respective manufacturer.

(9) Clarification. The provisions of this paragraph relate exclusively to the documents provided by ROOOOM or by 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 solely to the relationship between the customer and the manufacturer.

(1) ROOOOM shall take economically reasonable measures 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 through the use of up-to-date security software on the systems used by ROOOOM.

(2) It is technically impossible 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 them or processing them further, and to protect their system against damage and data loss by taking appropriate security measures — in particular by carrying out regular, separately stored data 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, § 20 shall apply.

(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 content, in particular bank details.

(2) ROOOOM takes reasonable, state-of-the-art technical measures to counter this, in particular authentication procedures for email transmission (SPF, DKIM, DMARC) and transport encryption. However, misuse by third parties cannot be ruled out.

(3) ROOOOM will never ask customers via email to provide login details, passwords or payment details, and will never communicate a change to bank details exclusively via email.

(4) The customer is obliged, before making any payments based on bank account details provided for the first time or that differ from those previously provided, as well as in the event of unusual or urgently requested payment demands, to verify the details via an independent communication channel 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.

(1) ROOOOM is run as a sole trader. Enquiries, orders and communications are processed during normal business hours. ROOOOM shall provide information on company holidays, prolonged absences and known disruptions on its website and, where possible, via an automatic reply to incoming emails.

(2) Compliance with time limits. Time-bound declarations and notifications relating to the brokered supply transaction — in particular notices of defects and complaints pursuant to Section 377 of the German Commercial Code (HGB), notices setting deadlines, declarations of withdrawal, reduction or termination, as well as the acceptance of offers from the manufacturer — must be submitted directly to the respective manufacturer (Section 2(5)). Transmission to ROOOOM or via ROOOOM does not satisfy any time limit 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 party 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 render it impossible or significantly impede the provision of its services. Force majeure comprises 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 any official orders arising therefrom

– labour disputes, including those involving suppliers, service providers and transport companies

– widespread failure of electricity, telecommunications or internet services, as well as failures affecting data centres, hosting providers and network operators

– Attacks on information technology systems, for example by 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 a key member of staff

(5) Scope. Disruptions that fall within ROOOOM’s 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 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. ROOOOM shall, as far as possible, provide the contact details of the manufacturers it represents on its website for this purpose.

(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) Precautions. ROOOOM shall take appropriate organisational precautions in the event of a prolonged inability to perform and shall, upon request, provide the customer with an alternative contact address.

(1) There is no entitlement to uninterrupted availability of the website and the restricted customer area. Restrictions may arise, in particular, from 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.

(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 assumed, for damages resulting from injury to life, limb or 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 is limited to the damage 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) Otherwise, liability for slight negligence is excluded.

(4) To the extent permitted by law, liability is excluded for loss of profit, lost savings, indirect damage, consequential damage, claims by third parties and for data loss; in the event of data loss, ROOOOM shall only be liable for the costs that would have been necessary for recovery 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 which it has received from the manufacturer and passed on unchanged in the event of wilful misconduct or gross negligence.

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

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

(1) The parties shall treat as confidential all confidential information of the other party and of 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 the business relationship.

(2) In particular, terms and conditions, price lists, 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 that is in the public domain, that has become known without any breach of this agreement, that has been lawfully obtained from third parties, or that 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 trade secrets remain unaffected for an unlimited period.

(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, available at [insert URL]. The privacy policy does not form part of these General Terms and Conditions.

(1) Declarations and notifications within the scope of these Terms and Conditions must be in writing (Section 126b of the German Civil Code (BGB)), unless expressly stipulated otherwise.

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

(3) Transactions already completed shall remain unaffected by any amendments.

(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 from or in connection with the business relationship is Munich, provided that the customer is a trader, a legal person under public law or a special fund under 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 participate in dispute resolution proceedings before a consumer arbitration board.

(5) The customer may only set off claims by ROOOOM against undisputed or legally established counter-claims. The customer is only entitled to a right of retention insofar as their counter-claim is based on 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 General 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, the content of such agreements shall be governed by a contract in writing or by written confirmation from ROOOOM.

(9) Order of precedence. In the event of any contradictions, 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 brokered supply transaction; these General Terms and Conditions do not govern this transaction and do not conflict with it.

(10) Amendments and additions to these General Terms and Conditions, as well as ancillary agreements, must be in writing. Oral undertakings made by persons not authorised to represent ROOOOM are invalid.

(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 brokered are not 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 individual provision of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, 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.