1. general
Revo Innovations GmbH, 3210 Kerzers (hereinafter "REVO GARAGE"), operates under its internet platform www.revo-garage.com (and all its subdomains) a garage app on which automobile garages (hereinafter "Garages") can store and edit vehicle data and trade vehicles. They can also place advertisements in the area of used vehicles and new cars and make use of related services. Conversely, the App offers prospective buyers (hereinafter "Dealers") the opportunity to view advertisements and purchase the Garages' vehicles and subsequently make contact.
Garages are organizations that hold a license and place more than one advertisement per year in the REVO GARAGE Garage App.
REVO GARAGE acts exclusively as a medium in all cases. The information available via the Garage App is posted by Garages and does not constitute a binding offer by REVO GARAGE. REVO GARAGE does not assume any liability whatsoever for the correctness and legality of the information in the advertisement.
Any conclusion of a contract is exclusively between the Garages, who has placed the advertisement, on the one hand, and the Dealer, on the other hand. REVO GARAGE is neither representative nor agent of the Garages. Declarations of intent with regard to the conclusion of the Contract shall be made by the Garages directly to the Dealer and vice versa, but never to REVO GARAGE, unless the following provisions provide otherwise.
2. scope and validity of the contract
REVO GARAGE enables Garages to place an unlimited number of advertisements in the REVO GARAGE Garage App within the contractually defined parameters. For this purpose, the Customer shall enter into a contractual relationship with REVO GARAGE by signing the separate contractual document sent to him by REVO GARAGE.
In order to obtain the services of REVO GARAGE and use the Vehicle Platform, the Dealer must have legal capacity and be authorized for the intended purchase of the products and services. This means, among other things, that the Dealer must be at least 18 years old if it acts as a natural person.
The Garage is not entitled to transfer the contractual relationship with REVO GARAGE to third parties.
3. contract duration
The Contract between REVO GARAGE and the Garages shall enter into force upon signing of the separate Contract Document by the Garages and shall be concluded for a Contract Term defined in the separate Contract Document in each case.
The Contract shall be automatically renewed for another 12 months in each case, if it is not terminated in accordance with the following provisions.
4. termination of the contract
4.1 Ordinary termination
The contract may be terminated by either party at the end of a contract period, subject to a three-month notice period. The right of the Garages to terminate the contract in the event of an objection remains reserved.
4.2 Termination without notice
REVO GARAGE may terminate the Contract without notice if elements of this Contract are not complied with by the Garages, or if the latter publishes illegal content on its Internet pages.
REVO GARAGE is further entitled to terminate contracts with Garages without notice for good cause with immediate effect and without compensation consequences, or to
(2) the Customer engages in illegal or harassing activities or activities that damage the REVO GARAGE platform
(3) information provided by the Garages was false, which, if known, would have led to the rejection of the contract (e.g. being a minor)
(4) the Customer subsequently loses his legal capacity.
4.3 Consequences of termination
In case of termination of the Contract, all claims of REVO GARAGE against the Garages arising from the business relationship shall become due for payment immediately. REVO GARAGE's entitlement to commissions shall be determined in accordance with Clause 7.1, Paragraph 4.
In case of termination of the Contract, the Customer shall be obliged to return all data provided to him (including any copies) to REVO GARAGE immediately. In case of breach of this obligation, the Customer shall be obliged to compensate REVO GARAGE for all damages caused thereby, unless he can prove that he is not at fault for the non-fulfilled obligation to return the data.
5. publication of the advertisement / other services of REVO GARAGE
The activation of the Advertisements by REVO GARAGE shall take place immediately after the complete transmission of all the information and means of display necessary for the publication.
In case of conclusion of the Contract, the Customer shall receive from REVO GARAGE a user name and password, which shall enable the Garages to place Advertisements directly into the REVO GARAGE database through the use of electronic interfaces. Placement of an advertisement is limited to the form offered in each case (format, fields, text volume, etc.). Garage advertisements are published in the REVO GARAGE garage app. In addition, the advertisements may also appear on the websites of REVO GARAGE's cooperation partners.
REVO GARAGE cannot guarantee that the advertisements published on its platform will not also be copied, linked and/or additionally published by other Internet providers with the help of frames, disguised as its own offer, although REVO GARAGE will make every effort to prevent any copying, linking or framing described above within the scope of what is technically and legally possible. For this purpose, the garage REVO GARAGE already now gives all possibly necessary declarations of consent. However, in case of unauthorized linking or framing, the Garage shall not be entitled to any claims against REVO GARAGE.
REVO GARAGE shall ensure that the Dealers are aware of the provisions set forth in the following clause 10 before submitting a purchase offer via the online purchase option.
Further services such as promos or boosts shall be provided by REVO GARAGE under individual separate contractual agreements.
6. right of refusal / right of amendment
REVO GARAGE reserves the right to reject or delete advertisements of Garages without giving any reasons. Minor changes, which in particular do not constitute changes in the content of the Advertisement, may be made by REVO GARAGE without prior consent of the Garage. REVO GARAGE will not accept any offers from minors or other persons with limited legal capacity.
Advertisements of Garages that infringe legitimate interests of third parties (patent rights, copyrights, trademark rights, etc.) or violate legal or regulatory provisions may be deleted by REVO GARAGE immediately without prior notification.
7. compensation scheme
Garages that have a written contract with REVO GARAGE must compensate REVO GARAGE as follows:
7.1 Commission per vehicle sale
The Garage owes REVO GARAGE a variable commission for each sale of the Vehicle made through REVO GARAGE. The amount of the commission depends on the strength of the price increase that the vehicle performs on the REVO GARAGE platform.
REVO GARAGE's right to commission arises at the moment of the termination of the auction of a vehicle, when the Dealer purchases the vehicle from a Garage, which was advertised and auctioned via the REVO GRAGE platform.
Commissions are also due if Vehicle purchase contracts are signed only after (ordinary or early) termination of the Contract of REVO GARAGE with the Garages, but the conditions of clause 7.1 paragraph 2 are fulfilled.
7.2 Annual Base Price
The Garage shall owe REVO GARAGE a Base Price at the moment of signing the separate Contract Document, as well as each time at the moment of automatic renewal of the Contract. The amount of the Base Price shall be defined in the Contract Document with REVO GARAGE to be signed by Garages.
Accordingly, in addition to the Base Prices, the Garage shall pay commissions to REVO GARAGE only if a Vehicle has been sold on REVO GARAGE's Auction Platform and has achieved a certain price increase. Moreover, additional costs may arise in case of claiming additional services, such as sending SMS. One SMS costs the Garage 10 centimes.
REVO GARAGE provides the Garages with regular settlements of the owed commissions. All prices are exclusive of taxes (in particular VAT) and fees.
Payment shall be made by means of payment accepted by REVO GARAGE.
In case of late payment of the invoice, the Garages shall be charged interest on arrears and, if a reminder is sent, a reminder fee of CHF 20.00 shall be charged. Finally, the Customer shall reimburse REVO GARAGE for all additional costs arising from the enforcement of REVO GARAGE's claims (in particular reminder and collection fees as well as pre-litigation costs).
The retention of payments as well as the set-off of claims of the Garages against claims of REVO GARAGE shall be excluded, unless REVO GARAGE is insolvent, the counterclaim has a legal connection with the liability of the Garages, has been established by a court or has been acknowledged by REVO GARAGE. The Customer is not entitled to withhold payments due to incomplete total delivery, warranty or guarantee claims or complaints.
REVO GARAGE has the right to adjust the agreed compensation at any time. Any price increase must be notified to the Garages at least 14 days before it comes into effect. From the moment of receiving the notification, the Customer has the right to object to the change within 14 days (objection). In the event of an objection, the contract shall continue at the previous conditions and shall end at the end of the following month. If the customer does not object within the deadline, the compensation adjustment shall be deemed accepted.
8. other obligations of the garages
Garages are responsible for the complete and correct content of their advertisements when entering them themselves and must upload any image material in perfect condition. REVO GARAGE does not take any responsibility for the correctness of submitted advertisements or changes. Damages caused by late, incomplete transmission or unsuitable means of advertisement shall be borne exclusively by the Garages.
Garages are solely responsible for the content, in particular its correctness, up-to-dateness and legal admissibility of their advertisements (text and image material). Garages undertake to observe the applicable laws and the rights of third parties. REVO GARAGE is entitled, but not obliged, to check Advertisements for their legal admissibility, such as, in particular, for the impairment of third party rights.
From the activation of the Advertisement and until the expiry of the booked term, Garages are responsible for the maintenance of the Advertisement (for example, the deactivation of outdated Advertisements).
The Garage shall indemnify and hold REVO GARAGE harmless from and against any claims of third parties that may be asserted against REVO GARAGE on the basis of the contents of the Advertisement or its actions on the Vehicle Platform. This also applies to the costs of legal representation.
The Customer is obliged to keep his username, password and all data that allow unauthorized access to his user account secret and to protect them from unauthorized access by third parties. REVO GARAGE does not take any responsibility for unauthorized or improper use of the username or password of the Garages.
The Garage is also liable for third parties who use services of REVO GARAGE through his account. The Garage is obliged to immediately report to REVO GARAGE any unauthorized or improper use of its username or password. REVO GARAGE is entitled to keep logs of IP addresses.
The Garage undertakes not to misuse the information and data available through REVO GARAGE. Misuse is understood in particular as the use of the available information and data for commercial purposes within Switzerland, which are similar to the services offered by REVO GARAGE.
9. premature deactivation of the advertisement by the garage
The garage can no longer cancel the auction after a vehicle has been published. Once a vehicle is advertised, it cannot be removed from the BID module. By publishing the vehicle, the garage commits to sell the vehicle through the REVO GARAGE platform.
10. online purchase
10.1 General and conclusion of the contract
REVO GARAGE offers the Garages to offer their Vehicles on the platform of REVO GARAGE via the button "Publication in the BID module". If a Customer offers the online purchase option for a vehicle, the provisions of this clause 10 shall apply, which shall take precedence over the rest of the GTC, insofar as they deviate from them.
Even in case of purchase of a vehicle via the BID option, the purchase contract shall be concluded exclusively between the Advertiser as a Garage and the prospective Customer as a Dealer. REVO GARAGE is not involved in the purchase contract.
By using the BID option, the Dealer directly submits a purchase offer, which REVO GARAGE forwards to the Garage. By using the BID Option, the Dealer confirms in particular that he has taken note of and understood the provisions of this Clause 10.
10.2 Mandatory content of the contract for online purchase
The terms and conditions of the vehicle purchase, even in the case of the purchase of a vehicle via the online purchase option, shall be freely regulated by the Garages in the written purchase agreement between the Garages and the Dealer.
In addition to the provisions of the written purchase agreement, in case of purchase of a vehicle via the online purchase option on the website www.revo-garage.com, the parties to the purchase agreement shall in any case have the following mutual rights and obligations, which shall prevail over any deviating provisions in the purchase agreement or in other agreements of the parties to the purchase agreement:
Rights of the dealer / obligations of the garage:
● The vehicles purchased through REVO GARAGE are ex place and have no warranty. If the purchase contract provides for a longer warranty period in the form of a guarantee, this longer period shall apply. If the purchase contract does not contain a provision on the duration of the warranty, the general legal provisions apply. The scope of the warranty is defined in the purchase contract. If the purchase contract does not contain a provision on the scope of the warranty, the general statutory provisions shall apply.
● After the purchase of the vehicle, both parties shall receive the contact details of the respective other party. The vehicle must be collected from the garage by the dealer.
11. property rights
All offers, services, information, logos, logos, images, design, texts and programs presented on the websites available at www.revo-garage.com are protected by intellectual property rights for REVO GARAGE or its cooperation partners.
12. rights to the advertisement in particular
The Garage shall have the right to freely dispose of any intellectual property rights (e.g. image rights, trademark rights and copyrights) contained in Advertisements, and hereby grants REVO GARAGE the right to use and exploit them within the framework of the performance of the Contract.
REVO GARAGE shall acquire the exclusive exploitation rights to all Advertisements created by it. If the Advertisement published by REVO GARAGE has been created by the Garages themselves (self-entry) or by an agency acting on their behalf, the Customer hereby grants REVO GARAGE the exclusive and transferable right of use for the publication of the Advertisement.
The right of use also includes, in particular, the right to ward off illegal encroachments on the copyright by third parties within the framework of the publication in the Customer's own name or, if necessary, to assert claims resulting therefrom in court.
With the placement on the vehicle platform, the garage REVO GARAGE allows to integrate its advertisements in the vehicle platform as well as in online and other own or third party services, to use and evaluate them for own marketing and other purposes or to publish them in other ways and to make them accessible to third parties or to pass them on, in particular to distribute and publish them also on further channels (e.g. in social media channels or mobile portals).
13 Warranty and liability of REVO GARAGE
13.1 General
REVO GARAGE is liable for damages only if intent or gross negligence is proven, within the framework of the legal regulations. In all other respects, in particular for slight and medium negligence as well as acts of third parties and auxiliary persons, liability is excluded, provided that no compelling legal regulations oppose this. Compensation for consequential damages and pecuniary losses, unrealized savings, loss of interest, loss of profit and damages arising from third party claims against REVO GARAGE shall be excluded in any case, to the extent permitted by law.
REVO GARAGE shall not be liable for any conduct which would in principle constitute a breach of contract, provided that such breach was caused by force majeure or other circumstances beyond the control of the Contractor.
Any liability of REVO GARAGE towards the garage, regardless of its legal ground, is limited to the amount of the order sum.
REVO GARAGE shall not be liable for any damage resulting from the misuse of the transmitted data, as well as for any damage resulting from the fact that database contents appear only shortened or falsified.
13.2. For Advertisements in particular
REVO GARAGE guarantees the best possible reproduction of the Advertisement in accordance with the respective common technical standard.
REVO GARAGE has no influence on the Internet technology and/or general Internet connections and disclaims any liability in this respect. However, REVO GARAGE expressly disclaims any responsibility or liability for the availability of the Internet service due to failures of the server(s) or the Internet or any part thereof.
REVO GARAGE shall make every effort to keep the operation of the server through which the data and information of the Garages are published stable. In case of any malfunction of the server, REVO GARAGE will try to repair or minimize the malfunction as soon as possible. No claims for compensation can be made against REVO GARAGE for any damage caused by this. If the system failure lasts more than 24 hours or if a system failure of this length is to be expected, REVO GARAGE shall immediately inform the Garages by suitable means of communication (telephone, e-mail or letter).
For malfunctions caused by improper operation by the Garages, unsuitable display software or hardware (e.g. browser), or other data carriers, operating systems, databases, server software of other producers or suppliers used by the Garages, viruses of any kind or unsuitable operating and transport conditions, as well as malfunctions in the Internet connection, or by incomplete or non-updated offers, or by a failure of the REVO GARAGE platform server lasting no longer than 24 hours, any warranty and liability of REVO GARAGE is excluded.
If a failure lasts more than 24 hours, the general liability regulations apply.
REVO GARAGE is not liable for a certain success of the advertisement, nor for the correctness, completeness and suitability of the offered thing, nor for a conclusion of a deal.
14. warranty and liability of the garages
14.1 Opposite REVO GARAGE
The Garage shall be liable for all damages incurred by REVO GARAGE for which it or a third party attributable to it is responsible, and shall also bear the costs of REVO GARAGE's legal representation (including court costs and lawyers' fees).
14.2 For advertised vehicles
The Garage shall be responsible for ensuring that it has the power of disposal over the vehicles it publishes on REVO GARAGE, that the vehicles are available and that the services can be guaranteed.
15. data protection
Reference is made to the privacy policy.
16. left
The Internet address www.revo-garage.com including its subpages contains links to other websites. REVO GARAGE does not bear and does not assume any responsibility for the content of these websites. REVO GARAGE points out that the contents accessible and retrievable via the garage app of REVO GARAGE, which are not REVO GARAGE's own contents, are not subject to any checks both in terms of content and technical sense (viruses etc.). For illegal, incorrect or incomplete contents and especially for damages resulting from the use of linked information, only the provider of the respective website referred to is liable.
17. use of third party applications
The customer accepts the corresponding terms of use of third party applications integrated in the applications and/or online platforms of www.revo-garage.com for each use.
18. payment service provider
In addition, the General Terms and Conditions of Payrexx apply to the invoice. These can be viewed at: https://www.payrexx.com/fileupload/payrexx_general_terms_and_conditions-DE.pdf.
By accepting our GTC's, the GTC's of Payrexx are also confirmed.
19. changes to the GTC
REVO GARAGE has the right to make changes to these GTC at any time and to publish the current version on www.revo-garage.com.
Garages shall be notified of significant changes at least 14 days before they come into force. From the receipt of the notification, the customer has the right to object to the change within 14 days (objection). In the event of an objection, the contract shall continue at the previous conditions and shall end at the end of the following month. If the customer does not object to the new GTC within the deadline, the amended GTC shall be deemed accepted.
20. final provisions
All communications, notifications, reminders, setting of deadlines or other legally relevant declarations between REVO GARAGE and the Garages must be in writing or in another form of transmission that enables proof by text (e.g. e-mail) in order to be legally effective.
Applicable law and place of jurisdiction: The offers of REVO GARAGE and contracts with the Garages are subject to Swiss law. Place of performance as well as place of jurisdiction for any
Disputes is Freiburg.
Should individual provisions be or become invalid, this shall not affect the remaining content of this contract. Instead, the provision in question shall be replaced by a provision which the parties would have chosen in good faith had they been aware of the invalidity of the provision in question. The same shall apply mutatis mutandis in the event of a gap.
Revo Innovations GmbH
Bibernzelgli 18, 3210 Kerzers
Tel. +41 31 505 15 00
info@revo-innovations.ch
www.revo-innovations.ch
As of: 01.12.2022