General Terms and Conditions

INFORMATION IN ACCORDANCE WITH SECTION 5 OF THE GERMAN TELEMEDIA ACT (TMG)

R3 Solutions GmbH (“R3 Solutions”)
Kurfürstendamm 194
10707 Berlin

Represented by Dr.-Ing. Mathias Bohge and Florian Bonanati.

ENTRY IN THE COMMERCIAL REGISTER

Registration Number: HRB 180212 B
Registering Court: Berlin Local Court (Charlottenburg)

§1 – OFFER AND CONCLUSION OF CONTRACT

Offers made by R3 Solutions are non-binding and subject to change, unless they are expressly identified as binding or specify a specific acceptance period.

Contracts between R3 and the customer are concluded upon the signing of a Statement of Work (SOW) by both parties. The customer must email a scanned copy of the countersigned SOW to R3 with the subject line “Acceptance.” The General Terms and Conditions apply, except as otherwise provided in the SOW.

To be legally binding, notices to all parties regarding the termination of an agreement must be made in writing.

§2 – DELIVERY TIME

The customer is informed of the delivery times before placing an order. In the event of disruptions to the business operations of R3 or its suppliers that are not attributable to R3, resulting from an unforeseeable event not caused by R3 or a subcontractor—in particular, as a result of strikes, lockouts, and force majeure—agreed delivery times shall be extended by the duration of the disruption. The customer may withdraw from the contract if he cannot reasonably be expected to fulfill the contract as a result of the extension of the delivery period.

§3 – GRANT OF RIGHTS, OWNERSHIP

The customer is entitled to use the purchased products within the scope specified in the product description and for the purposes stated therein. To this end, R3 grants the customer, within the scope of the concluded contract and these General Terms and Conditions, a temporary, non-exclusive, non-transferable, and limited to the customer right to use the product and the integrated software.

In particular, the customer is not entitled to use the product in any manner other than as provided for, to modify it, to circumvent or remove any usage restrictions, or to remove the included software from the product, nor is the customer entitled to duplicate, modify, or reverse engineer the included software.

§4 – PAYMENT TERMS

Invoices are due and payable within 30 days of the customer’s receipt of the invoice, exclusively via SEPA, ACH, or international wire transfer to the bank account specified in the invoice. All transaction fees are to be paid by the customer. In the event of the customer’s default on payment, R3 will charge default interest in accordance with statutory provisions. R3 reserves the right to prove and assert greater damages resulting from the default. Any further claims and rights to which R3 may be entitled in this regard shall remain unaffected.

All prices are quoted net of VAT and applicable surcharges.

§5 – LIABILITY AND CLAIMS

R3 is liable for acts of willful misconduct and gross negligence on the part of R3 and its representatives, as well as for negligence resulting in injury to life, body, or health, in accordance with applicable mandatory law. Furthermore, R3 is liable only under the Product Liability Act, due to negligent breach of essential obligations, in the event of fraudulent concealment of defects, or if a characteristic of the product has been guaranteed. A claim for damages due to negligent breach of fundamental contractual obligations is limited to the foreseeable damage typical for the type of contract, unless another case listed in sentences 1 or 2 applies. A fundamental contractual obligation under this section is a material contractual obligation of a Party, the fulfillment of which is a prerequisite for the proper performance of the agreement in the first place, and on which the other Party typically relies.

The provisions of the preceding paragraph apply to all claims for damages (in particular, damages including repairs and damages including reimbursement) regardless of the legal basis and apply specifically to claims arising from defects, breach of contractual obligations, or tortious interference. The provisions also apply to claims for compensation for wasted efforts.

The customer shall be held liable for any contributory negligence.

Claims based on defects are barred after a period of one year.

§6 – SET-OFF AND RETENTION

Customers may only set off undisputed claims or those that have been established as legally binding.

§7 – FINAL PROVISIONS

The place of performance and exclusive venue for all disputes between the parties shall be Berlin if the customer is a merchant, a legal entity under public law, or a special fund under public law. Berlin shall also be the exclusive venue if the customer does not have a general venue in Germany, if the customer, after concluding the contract, moves its domicile outside of Germany, or if the customer’s domicile is unknown at the time the lawsuit is filed.

Any modifications and/or amendments to offers and these General Terms and Conditions must be made in writing.

If any provision of these General Terms and Conditions or part thereof is invalid or becomes invalid at a later time, the validity of the remaining provisions shall remain unaffected. The relevant provision shall be replaced by a provision that reflects as closely as possible the economic purpose of the invalid provision. The foregoing shall apply analogously if any provision has been inadvertently omitted.

Unless expressly agreed otherwise, the legal relationship between R3 and the customer shall be governed by the laws of the Federal Republic of Germany (excluding the 1980 UN Convention on the International Sale of Goods).

These Terms and Conditions apply to all R3 Agreements. This also applies to any future business transactions. R3 objects to any deviating provisions. Any provisions other than those set forth herein shall become valid only with R3’s express written approval.

– As of July 2022