Terms and conditions

The General Terms and Conditions hereinafter have been drafted in german language (“Allgemeine Geschäftsbedingungen”), may be reviewed below, and are presented to the customer upon conclusion of the contract.

INFORMATION IN ACCORDANCE WITH SECTION 5 TMG

R3 Solutions GmbH (“R3 Solutions”)
Kurfürstendamm 21
10719 Berlin

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

ENTRY IN HANDELSREGISTER

§1 – OFFER AND CONCLUSION OF CONTRACT

Offers by R3 Solutions are non-binding and can be subject to change, except when they are expressly identified as binding or contain a specific acceptance period.

Contract agreements 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 under the subject line "Acceptance". General Terms and Conditions apply, apart from any provisions contained within the SOW.

In order to be legally binding, notifications 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 submitting his order. In the event of non-R3-related disruptions in the business operations of R3 or its suppliers 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 adhere to 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 in the scope mentioned in the product description and purposes mentioned therein. To this end, R3 grants to 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 of use of the product and integrated software.

In particular, the customer is not entitled to use the product in any other way as provided for, to modify it, circumvent or lift any usage restrictions or remove from the product, or duplicate, modify or reverse engineer the included software.

§4 – PAYMENT TERMS

The payment of the invoices shall be due and payable within 30 days from the customer’s receipt of the invoice solely 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 of payment, R3 will charge default interest in accordance with the statutory provisions. R3 reserves the right to prove and assert greater damages due to default. Further claims and rights to which R3 may be entitled in this respect shall remain unaffected.

All prices are quoted net of VAT and applicable surcharges.

§5 – LIABILITY AND CLAIMS

R3 is liable for acts of wilful intent and gross negligence of R3 and its representatives and negligence causing the injury of life, body, or health pursuant to applicable mandatory law. Further to that, R3 is only liable according to the Product Liability Act, because of negligent violation of essential duties or in the event of fraudulent concealment of defects or if a condition of the product has been guaranteed. A claim for damages due to negligent violation of cardinal contractual obligations is limited to the predictable damage, typical for the type of contract, if not another case listed in sentences 1 or 2 is applicable. A cardinal contractual obligation according to this section is a material contractual obligation of a Party, the fulfillment of which is a prerequisite for enabling the proper fulfillment of the agreement in the first place, and on which the other Party usually relies.

The provisions of the preceding paragraph are applicable to all damage claims (particularly damages including repairs and damages including reimbursement) no matter the legal foundation and hold especially for claims caused by defects, violation of contractual obligations, or tortious interference. The provisions are also applicable to claims regarding compensation for futile efforts.

The customer will be charged with any contributory negligence.

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

§6 – SET-OFF AND RETENTION

Customers may only set off with undisputed claims or those established as legally binding.

§7 – FINAL PROVISIONS

The place of performance and exclusive place of jurisdiction 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 place of jurisdiction if the customer does not have a general place of jurisdiction in Germany, if the customer, once it has concluded the contract, moves its domicile out of Germany or whose domicile is unknown at the time the lawsuit is filed.

Any modifications and or amendments of offers and these General Terms and Conditions must be made textually.

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 inadvertently been 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 Sales of Products)

These Terms and Conditions apply to all R3 Agreements. This also applies to any future business transaction. R3 objects to any deviating provisions. Any other but the provisions hereinbefore become valid only with R3 express written approval.

– Status July 2022