Terms & Conditions

TERMS AND CONDITIONS OF SALE AND ORDER PROCESSING

These Terms and Conditions ("Terms") govern all quotations, purchase orders, and sales agreements entered into with R3 Inc. ("Firm", "we", "us", "our"), a sole proprietorship registered in Gurugram, Haryana, acting through its sole proprietor, through our website (www.r3inc.in), email, messaging platforms (including WhatsApp), or direct offline engagement.

1. OFFERS, QUOTATIONS, AND ORDER ACCEPTANCE
1.1. Quotations issued by the Firm constitute an invitation to offer and remain valid for seven (7) calendar days from the date of issuance, unless explicitly stated otherwise in writing.
1.2. A contract is concluded only when:
(a) The Buyer issues written acceptance of the quotation;
(b) The Firm issues a written Order Confirmation / Invoice; and
(c) The agreed advance payment reflects as cleared funds in the Firm's designated bank account.
1.3. Minimum Order Quantities (MOQs) apply to all bulk and custom merchandise orders and shall be specified in the formal quotation.

2. PRICING, TAXES, AND PAYMENT TERMS
2.1. All quoted prices are exclusive of Goods and Services Tax (GST) and other statutory levies, which shall be charged additionally at applicable rates at the time of invoicing.
2.2. Standard Custom Orders require an advance payment of 50% upon confirmation, with the remaining balance payable prior to dispatch against a Proforma Invoice / Dispatch Notice.
2.3. Retention of Title: Title and ownership of all goods shall remain strictly with the Firm until the invoice value, along with applicable taxes, has been paid in full and credited to the Firm's account. Until such time, the Buyer holds the goods purely as a bailee.

3. ARTWORK APPROVAL AND INDEMNIFICATION
3.1. Prior to commencing production of customized or branded merchandise, a digital mock-up, artwork proof, or physical pre-production sample will be submitted to the Buyer for written approval.
3.2. Production commences solely upon receipt of unconditional written approval. Once approved, the Buyer assumes sole and absolute responsibility for all proof errors, including text, layout, color matching, and dimensions.
3.3. Intellectual Property Indemnity: The Buyer expressly warrants that it holds valid rights to all trademarks, logos, and artwork provided to the Firm. The Buyer agrees to indemnify and hold harmless the Firm against any third-party infringement action (including claims under the Trade Marks Act, 1999 and the Copyright Act, 1957) pertaining to buyer-supplied branding.

4. DELIVERY, RISK, AND INSPECTION (DEEMED ACCEPTANCE)
4.1. Delivery timelines quoted are commercial estimates calculated from the date of receipt of both the advance payment and final proof approval, whichever occurs later.
4.2. Risk of loss or damage to goods passes to the Buyer immediately upon handover to the logistics partner or common carrier.
4.3. Mandatory Inspection Period: The Buyer must inspect the consignment upon receipt. Any claim regarding transit damage, manufacturing defects, or quantity shortages must be notified to the Firm in writing within forty-eight (48) hours of recorded delivery, accompanied by unboxing evidence. If no written notice is received within this window, the goods shall be deemed conclusively accepted.

5. CANCELLATION AND REFUND POLICY
5.1. Standard Catalogue (Non-Customized) Items: May be cancelled prior to dispatch subject to a restocking fee of 15% of the order value.
5.2. Custom / Branded Merchandise: Once raw materials have been procured or branding processes initiated, orders cannot be cancelled, returned, or refunded. In the event of unilateral cancellation by the Buyer, all advance deposits shall be forfeited to cover incurred costs.

6. FORCE MAJEURE
Neither party shall be held liable for failure or delay in performing obligations (other than payment obligations) if such delay is caused by acts of God, extreme weather events, government orders, strikes, raw material lockouts, or systemic transit collapses beyond reasonable control.

7. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable Indian law, the total aggregate liability of the Firm for any claim arising out of or related to any order shall be strictly capped at the total net amount actually received by the Firm for that specific order. The Firm is not liable for indirect, incidental, or consequential damages, including loss of business profits or corporate reputation.

8. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by and construed in accordance with the laws of India. The competent courts located exclusively in Gurugram, Haryana, shall have exclusive territorial and subject-matter jurisdiction over any disputes arising hereunder.

9. GENERAL PROVISIONS
9.1. Severability: If any provision of these Terms is held invalid, it shall be severed, and the remaining terms shall continue in full force and effect.
9.2. Entire Agreement: These Terms constitute the entire understanding between the parties and supersede all conflicting purchase order terms submitted by the Buyer.
9.3. Notices: Official correspondence and notices shall be sent to:
- R3 Inc., Gurugram, Haryana | Email: r3incinfo@gmail.com