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 contract.
INFORMATION IN ACCORDANCE WITH SECTION 5 TMG
R3 – Reliable Realtime Radio Communications GmbH (“R3”)
Represented by Dr. Mathias Bohge and Florian Bonanati
ENTRY IN HANDELSREGISTER
Register Number: HRB 168681 B
Register Court: Amtsgericht Berlin (Charlottenburg)
§1 – OFFER AND CONCLUSION OF CONTRACT
Customer may place an order via the Webshop. An order is placed by placing the desired items in the shopping cart, entering the delivery and payment details, entering an e-mail address, to which R3 will send an acknowledgement of receipt and, later, the order confirmation, confirming the accuracy of the information submitted and finally clicking the “Pay via bank” or the “Pay via invoice ” button.
With the order, the customer makes a binding offer. After the customer has sent the order, R3 sends an e-mail confirming receipt of the order at R3 (acknowledgment of receipt). This acknowledgement of receipt does not constitute acceptance of the offer, but is intended to inform that the order has been received by R3. The purchase contract is concluded when the order is accepted by delivery of the goods or by notification of the delivery. The contract is concluded exclusively in German language.
The customer acknowledges and agrees that contractual declarations (e.g. confirmation emails, amendments to the General Terms and Conditions as well as other notifications) may be sent in text form via email. They are deemed to have been received when they can be retrieved in the email inbox, which was specified by the customer under normal circumstances. However, notifications of the Parties regarding the termination of an agreement have to be made in writing to be valid.
§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 to 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 . 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 sentence 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 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
Customer may only set-off with undisputed claims or those established as legally binding.
§7 – FINAL PROVISIONS
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 Internationals Sales of Products)
These Terms and Conditions apply to all R3 Agreements. This also applies to any future business transaction. R3 objects any deviating provisions. Any other but the provisions hereinbefore become valid only with R3 express written approval.
– Status November 2017