1. Scope
1.1 These terms and conditions apply to the use of the platform operated by RESOUREX GmbH for the trading of materials at www.resourex.com. Registered Users can place orders in the form of purchase requests and sales offers on this platform, view orders placed by other registered Users and conclude purchase contracts or submit bids for orders placed. These Terms of Use contain the basic rules for the use of the platform.
1.2 The platform is aimed exclusively to entrepreneurs.
1.3 Any terms and conditions of the User that deviate from or supplement these terms and conditions shall not apply in the relationship with RESOUREX GmbH. This shall also apply if RESOUREX GmbH has not expressly objected to the conflicting terms and conditions.
2. User Account
2.1 For the use of the platform, registration and the creation of a User Account are required. Registration takes place exclusively online via the website www.resourex.com. When registering, the User must enter the following data: company name, address of the company's registered office, any plant locations differing therefrom with address, VAT number, register court and register number of the company, contact details of the contact person in the company / plant location with email address and telephone number. Furthermore, each User has to provide the bank account details of the company. If the online registration fails, the registration can also be carried out by RESOUREX GmbH. In this case, the User must provide RESOUREX GmbH with all data required for registration by email. RESOUREX GmbH shall decide at its own discretion whether to accept the registration. There is no entitlement to the conclusion of a contract of use. If RESOUREX GmbH accepts the registration, the applicant will receive an email from RESOUREX GmbH confirming that its User Account has been set up. In order to complete the registration, the User must access the link provided in the email and create a password of its own choice. The password must meet the following criteria: a total length of at least 8 characters, at least one lower case letter, at least one upper case letter, at least one number, at least one special character and no space. The contract for the use of the platform between RESOUREX GmbH and the User is concluded upon completion of the registration.
2.2 The prerequisite for registration is that the User is an entrepreneur. By registering, the User acknowledges the validity of these Terms of Use and warrants that it will use the platform in its capacity as an entrepreneur. RESOUREX GmbH reserves the right to verify the User's capacity as an entrepreneur.
2.3 The User can access the User Account at any time by entering its email address and the password chosen by it during registration. The password can be changed by the User at any time via the password-protected User area, as well as the language (German or English), the email address and the name (first and last name).
2.4 RESOUREX GmbH may at any time make the use of certain functions of the platform subject to the fulfilment of additional requirements, in particular the provision of further data, the verification of the accuracy of the data provided by the User, the duration of use, the User's previous payment or delivery behavior or the submission of certain evidence.
2.5 RESOUREX GmbH has the technical possibility to block access to the User Account. RESOUREX GmbH is entitled, in the event of any concrete suspicion of abuse of the User Account or any use in breach of the agreement, to block access to the account immediately and without prior notice either temporarily or permanently.
2.6 The User may only use the access data and the User Account for its own business purposes. The User Account is not transferable.
3. Contract conclusion between Buyer and Seller via the platform
3.1 RESOUREX GmbH provides an online service via the platform through which the User can make binding purchase requests or sales offers and view and accept offers made by other registered Users or submit bids for them. Via the "View" button, the User can see details of a placed order. In the case of its own orders, the User can include its company's General Terms and Conditions, which can be viewed, downloaded and printed out by other Users via the "View" button. The General Terms and Conditions of a User who accepts or places a bid on an order placed by another User do not become part of the contract. Each User can set the General Terms and Conditions itself on the platform under "Master Data". The User is solely responsible for the setting of any updates to the General Terms and Conditions. Each User can specify a general payment term for its own orders in the Master Data and additionally specify the binding delivery terms (clause according to Incoterms 2020) for each individual order by selecting "Incoterms". In the event of contradictions between the information provided on the platform for an order and the provisions in the User’s General Terms and Conditions, the information provided by the User on the platform shall prevail. It is also possible to place an order without specifying a price; in this case, a purchase contract can only be concluded in the bidding procedure (see section 3.6). By entering a date in the "Valid until" field, each User can specify how long the order it has placed can be accepted. During this period, the User is bound to his order, provided that the User does not change, deactivate, or delete the order it has placed before acceptance by another User with regard to the period of validity.
3.2 Every User can change, deactivate, or completely delete its own active and not yet accepted orders at any time. Each User can create orders automatically via the data import function set up by RESOUREX on the platform and the csv file provided.
3.3 When setting a new order, each User has to select via the "Community" field which other Users are allowed to see and accept the order or to place a bid on it ("Whitelist"). These Users will also be informed by email about the order setting. Each User may create several "Communities" and modify, delete or add to them at any time with regard to the selection of Users. Only one "Community" can be selected per set order.
3.4 When placing a purchase request, the User may require a test certificate (“Material certificate”). When making a sales offer, the User may attach one or more test certificates.
3.5 In the context of a purchase request, each User can indicate whether and which defects of the goods are accepted and/or whether photos of the goods are required. In a sales offer, each User can and should indicate existing and known defects. The User can include photos of the goods directly in the sales offer.
3.6 Every User has the possibility to select from which User(s) he would like to see orders. In such a case, only the orders of these Users will be visible, provided that he is a member of the "Community" of the User placing the order.
3.7 Every registered User included in the “Community” of the User placing the order can place a bid on an existing active order under the "Bid" button. Before placing a bid, the User sees the current best bid and is informed whether the General Terms and Conditions of the User placing the order apply. When placing a bid on an active order, the User’s bid constitutes a binding offer to conclude a purchase contract with the price stated in its bid and with the contractual components contained in the order, as well as with the inclusion of the General Terms and Conditions of the User who has placed the order, insofar as these have been placed with the order.
The conclusion of the contract shall only take place through the acceptance of a bid submitted, which the User placing the order makes by pressing the "Sell" or "Buy" button. The User for whose order one or more bids have been placed is not obliged to accept a bid and thus to conclude a purchase contract. The User is free to accept a bid before the expiry of the period of validity specified for its order. The User may also terminate the bidding procedure prematurely at any time by deactivating or deleting its order.
After the date of "Valid until" has expired, no more bids can be placed, however, the creator of the order can still accept the bid via the button "Buy" or "Sell" as long as the bid, which has no validity date, is visible and has not yet been deleted by the bidder.
The User's own submitted bids are visible in the User Account under "Orders", "My active Bids on Purchase Requests" or "My active Bids on Sales Offers". The User can change or delete a bid placed by itself at any time until the respective order expires. Each User who has placed a bid receives a notification by email as soon as another User has placed a better bid for the respective order. After the expiry of the validity period of a placed order, the User who placed a bid can neither change nor delete it for a period of 3 (three) days. After that period, the User can delete its bid.
3.8 If a User presses the "Buy" button in the case of a concrete active sales offer or the "Sell" button in the case of a concrete active purchase request, a window opens in which the User is again expressly informed if any General Terms and Conditions of the User placing the order are included in the contractual relationship. The purchase contract is only concluded when the User presses the "Buy" or "Sell" button in this window. Upon conclusion of the contract, the corresponding order is deleted from the list of active orders and is no longer visible to other Users. If the User wants to place another order with the same parameters, it can do so by pressing the button "Clone". The contractual partners can view the details of the concluded purchase contract via the list of concluded orders in their User Account ("My completed Purchases" or "My completed Sales").
3.9 If a contract is concluded via the platform, the Buyer shall receive an automated email ("purchase confirmation") and the Seller shall receive an automated email ("sales confirmation") from RESOUREX GmbH. In addition to details of material, dimensions, weight, quality standard and class, delivery period, location of the goods, delivery address, purchase price, payment deadline and delivery conditions, these confirmations also contain the addresses of the contractual partners including VAT number, name, email address and telephone number of the respective contact persons as well as the bank account details of the Seller. Material certificates (if requested by the Buyer and provided by the Seller) shall also be sent to the contractual partners with the confirmation emails. The General Terms and Conditions (if included in the contractual relationship) are not sent to the contractual partners with the confirmation emails but can be viewed in the order details.
3.10 Each User has the option to deactivate various email notifications in the User Account under "Notifications".
3.11 Upon conclusion of a purchase contract, the Users themselves are responsible for its execution, in particular the performance of the contractually agreed services, organization and implementation of transport, compliance with delivery dates, invoicing, payments, any insurance to be taken out, warranty claims due to defects and refunds as well as returns. A contractual relationship between the User and RESOUREX GmbH does not exist in this regard. The purchase contract between the Buyer and the Seller shall be governed by the General Terms and Conditions, if any, included in the order, in addition to the contractual components specified in the order. The contracting parties are free to subsequently agree on further contractual components, such as insurance and transport, directly, insofar as these cannot be concluded via the platform.
4. Services and Rights of RESOUREX GmbH
4.1 RESOUREX GmbH itself is neither a Buyer nor a Seller of the materials posted on the platform. The offer and sale via the platform are carried out exclusively by the companies named in the respective sales order. RESOUREX GmbH merely provides the platform.
4.2 The platform, these Terms of Use and the Privacy Policy of RESOUREX GmbH are provided in German and English. In the event of contradictions or discrepancies and for the clarification of interpretation issues, the German version alone is authoritative. Emails to the contractual partners, in particular the purchase and sales confirmations, are sent in the language selected by the User (German or English).
4.3 RESOUREX GmbH is entitled to delete orders from Users in whole or in part if there are concrete indications that the order violates these Terms of Use or legal requirements. In such a case RESOUREX GmbH may warn the User and/or exclude the User temporarily or permanently from using the platform. Furthermore, RESOUREX GmbH is entitled to delete active orders that have remained unchanged on the platform for longer than 3 months. The User who posted such an order shall be informed of the deletion by email.
4.4 Online access to the platform is generally available to Users without interruption. However, RESOUREX GmbH does not grant any claim to this.
4.5 In particular, access may be interrupted by way of exception:
- due to disruptions of the internet or due to other circumstances for which RESOUREX GmbH is not responsible, in particular due to force majeure;
- due to maintenance and repair work. RESOUREX GmbH will regularly carry out such work outside normal business hours (Monday to Friday 8:00 a.m. to 5:00 p.m.). In the event of urgent maintenance requirements within these hours and foreseeable for RESOUREX GmbH, a corresponding notice will be posted on the platform.
4.6 RESOUREX GmbH reserves the right to make changes to the system in order to adapt it to the state of the art or for other reasons. In addition, RESOUREX GmbH is entitled to change the content of the platform at any time, in particular to expand the service and to make the platform available to other User groups. However, RESOUREX GmbH guarantees that the contractual functionalities will be maintained, in particular a strict separation of the B2B area from the B2C area and the maintenance of the defined User Groups. Users will be notified of any significant changes in advance.
4.7 RESOUREX GmbH is entitled to discontinue the operation of the platform without stating reasons. If possible, this shall be done with a notice period of 4 weeks. The notice of the discontinuation of operation is visible to Users who are logged in on the platform. There will be no separate notification of this by email.
4.8 RESOUREX GmbH is entitled to engage subcontractors.
5. Remuneration
5.1 For purchase contracts concluded via the platform, RESOUREX GmbH has a commission claim against the respective Buyer. The commission amounts to 1.5% of the net purchase price. In addition, the statutory VAT applicable at the time the tax liability arises, if any, has to be paid from the Buyer.
5.2 The Buyer shall receive an invoice until the 15th of each month for the commission accrued in the previous month. The invoice amount shall be paid within 30 days of the invoice date. The date of receipt of payment on the bank account of RESOUREX GmbH shall be decisive. Thereafter, the User shall be in default of payment without the necessity of a reminder from RESOUREX GmbH. In the event of default, interest on arrears shall be payable at the statutory rate of 9.2 percentage points above the base rate.
5.3 RESOUREX GmbH may block access to the platform if the User is in default with payments for more than two months.
5.4 The commission claim shall only lapse if and to the extent that the Buyer proves to RESOUREX GmbH that the purchase contract was not executed for reasons beyond the Buyer's responsibility. In the event of default in performance on the part of the Seller, the Buyer must prove to RESOUREX GmbH that it has taken all reasonable steps to obtain delivery from the Seller.
5.5 If the commission claim against the Buyer lapses pursuant to Section 5.4 because the purchase contract is not executed due to circumstances for which the Seller is responsible, e.g. if delivery is impossible because the goods are sold elsewhere, the Seller shall pay the commission in the amount of 1,5% of the net purchase price.
6. Warranty and Liability
6.1 RESOUREX GmbH provides the platform in its current state and guarantees the scope of services currently offered. No warranty is given for specific functionalities of the platform beyond the current scope, in particular with regard to specific availability.
6.2 The User is aware that RESOUREX GmbH is neither responsible for the performance of the Sellers nor of the Buyers. RESOUREX GmbH does not verify the legality, up-to-dateness, accuracy, reliability and completeness of the orders, content and information provided by the Users on the platform. RESOUREX GmbH assumes no liability for the information provided by the Users in the orders and also no warranty for the quality or usability of the materials offered by the Users via the platform. RESOUREX GmbH does not conduct credit checks on Buyers.
6.3 RESOUREX GmbH is not liable for the validity of the purchase contracts concluded via the platform, but for the possibility to conclude effective contracts using the functions offered.
6.4 RESOUREX GmbH shall not be liable for damage caused by disruptions to the internet connection, networks, wires, servers and other systems and equipment for which RESOUREX GmbH is not responsible. RESOUREX GmbH shall not be liable for cases of force majeure and the resulting service failures.
6.5 RESOUREX GmbH is only liable for damage caused by RESOUREX GmbH intentionally, through gross negligence or in breach of material contractual obligations through slight negligence. Otherwise the liability of RESOUREX GmbH for damages is excluded. In cases of slight negligence, damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract. These limitations do not apply to claims for damages under the Product Liability Act or for injury to life, body, or health.
6.6 RESOUREX GmbH does not assume any liability for the fact that the Users make lawful usage of the data visible on the platform, in particular in compliance with the provisions of data protection and competition law.
6.7 To the extent that liability is excluded or limited under these Terms and Conditions, this shall also apply to the liability of RESOUREX GmbH's legal representatives and to the liability of its employees, agents and subcontractors.
7. Special Obligations of the User
7.1 The User shall adequately protect the access data to the User Account against unauthorized access by third parties and shall also oblige its employees to maintain confidentiality. If the User becomes aware or suspects, that third parties are accessing its User Account, the User shall notify RESOUREX GmbH thereof without undue delay. In such an event RESOUREX GmbH shall be entitled to block the User Account immediately.
7.2 The User shall take all necessary measures to ensure that the security and stability of the platform are not at risk, that third parties do not obtain unauthorized access to the platform and that no viruses or other malware are transmitted to RESOUREX GmbH's data network. The User is obliged to refrain from all actions that could endanger the secure operation of the platform or harass other Users.
7.3 Errors and malfunctions in the use of the platform must be reported to RESOUREX GmbH immediately by email to office@resourex.com. Support is limited to maintenance and recovery. Minimum response times are not guaranteed.
7.4 In case of a data change, the User shall update the data itself in its User Account without delay. If this is not possible for technical reasons, the User shall notify RESOUREX GmbH of the changes in writing or by email to office@resourex.com without undue delay.
7.5 Each User shall treat all information brought to its attention via the platform as confidential and shall not make such information directly or indirectly available to third parties. Excluded from this duty of confidentiality is the disclosure of information to third parties they require for the execution and performance of the purchase contract.
7.6 Each User is obliged to comply with the legal provisions, in particular the provisions of data protection and competition law, with regard to all data becoming known to the User via the platform. In connection with the use of the platform, each User undertakes to act in accordance with anti-trust law. Each User of the Platform who posts a new order shall ensure that the "Community" selected for this order does not include any of its own competitors. In this respect, reference is made to Section 3.3 of these General Terms of Use. The "All" button available when creating a "Community" serves only as an aid for the selection of Users and does not release the User from making a selection in conformity with anti-trust law.
7.7 Each User shall oblige its employees and agents who have access to the platform or to any information contained therein to comply with the statutory provisions, in particular with regard to data protection and competition law, and to maintain confidentiality thereof.
8. Term and Termination
8.1 The User Account and access to the platform shall be available to the User for an unlimited period of time.
8.2 The User may terminate the contractual relationship with RESOUREX GmbH at any time without notice and without stating reasons. Notice of termination must be made in writing to RESOUREX GmbH or by email to office@resourex.com.
8.3 RESOUREX GmbH may, at its sole discretion and without stating reasons, terminate the contractual relationship with the User at any time without notice. Notice of termination shall be given in writing or by email to the email address of the User provided in its User Account.
8.4 Upon termination of the contractual relationship, the authorization to access and use the platform expires. All active and completed orders of the User will be removed from the platform and its User Account will be deactivated. It is the responsibility of the User to ensure the documentation of the purchase contracts concluded by him or the orders placed by him outside the platform. The User Account and the User's provided data will be deleted by RESOUREX GmbH no later than 6 months after termination of the contract. This does not apply to data that RESOUREX GmbH is required by law to retain or where there is a legitimate interest in retaining the data, e.g. to prevent the User from logging in again after a justified blocking.
9. Assignment
The User may not assign any rights arising from the contractual relationship to third parties without the prior written consent of RESOUREX GmbH.
10. Changes to these Terms of Use
10.1 These Terms of Use have the status December 2024. They are available on the website of RESOUREX GmbH at cms.resourex.com/terms-and-conditions.
10.2 RESOUREX GmbH is entitled to change these Terms of Use at any time. RESOUREX GmbH will notify the User of any changes by email to the email address stored in the User's Account. The amended Terms of Use shall take effect unless the User objects to the amendments in writing to RESOUREX GmbH or by email to office@resourex.com within a period of 30 days from receipt of the notice of amendment. RESOUREX GmbH will expressly point this out in the notification. In the event of an objection by the User within the time limit, RESOUREX GmbH shall be entitled to terminate the relationship with the User.
11. Applicable Law, Place of Jurisdiction
11.1 Place of performance and jurisdiction is 1010 Vienna / Austria. RESOUREX GmbH is also entitled to sue the User at its registered office.
11.2 All legal disputes arising from or relating to the contractual relationship between RESOUREX GmbH and the User shall be governed exclusively by the laws of the Republic of Austria to the exclusion of the law of conflicts and the UN Convention on Contracts for the International Sale of Goods (CISG).
