Terms and Conditions for Dealers (B2B)
VR T-POWER UG (haftungsbeschränkt)
As of: September 2026
§ 1 Scope
These General Terms and Conditions apply to all deliveries, services and business relationships between VR T-POWER UG (haftungsbeschränkt), Heerstraße 339, 13593 Berlin, Germany, Managing Director Zoran Malnar (hereinafter “VR T-POWER”), and traders within the meaning of Section 14 BGB (German Civil Code). They apply in particular to contracts concluded via www.vr-tuning.com, www.vectortuning.com, online shops, e-mail, telephone, dealer portals, trade fairs and direct sales. They do not apply to consumers; separate B2C Terms and Conditions apply to them.
§ 2 Trader status
By placing an order, the purchaser confirms that they are acting in the exercise of their commercial or self-employed professional activity. VR T-POWER may request suitable proof of trader status.
§ 3 Exclusive application
These B2B Terms and Conditions apply exclusively. Deviating or supplementary terms and conditions of the purchaser only become part of the contract if VR T-POWER has expressly agreed to their application. Individual agreements take precedence.
§ 4 Contracting party
VR T-POWER UG (haftungsbeschränkt), Heerstraße 339, 13593 Berlin, Germany. Managing Director: Zoran Malnar. E-mail: info@vr-tuning.com. Telephone: +49 163 7066077.
§ 5 Dealer registration
Certain products and dealer prices may be reserved for registered business customers. VR T-POWER may in particular request a business registration certificate, an extract from the commercial register or a VAT identification number. There is no entitlement to the activation of a dealer account. Company data must be kept up to date.
§ 6 Conclusion of the contract
Offers are non-binding unless expressly designated as binding. Orders constitute binding offers. A contract is concluded upon order confirmation, delivery, provision of the service or any other unequivocal acceptance by VR T-POWER.
§ 7 Contract language and communication
The contract language is, as a rule, German, unless otherwise agreed. Contract documents and business declarations may be transmitted electronically, insofar as permissible.
§ 8 Dealer account
Login credentials must be treated confidentially and protected against unauthorised access. Any suspected unauthorised use must be reported to VR T-POWER without undue delay.
§ 9 Prices
Dealer prices are, as a rule, net prices plus statutory VAT. The prices stated in the offer, the dealer portal or the order confirmation are decisive.
§ 10 Shipping and ancillary costs
Shipping, packaging, insurance, customs, import and other ancillary costs are charged separately, unless otherwise agreed.
§ 11 Terms of payment
Payment methods and payment deadlines are set out in the offer, order confirmation, invoice or dealer account. Where there is an objective reason, VR T-POWER may require payment in advance or reasonable security.
§ 12 Default in payment
In the event of default in payment, the statutory provisions apply. Where the statutory requirements are met, further deliveries may be withheld or made conditional on the provision of security.
§ 13 Retention of title
Goods delivered remain the property of VR T-POWER until the secured claims have been paid in full, insofar as legally permissible. The trader may resell goods subject to retention of title in the ordinary course of business; claims arising from the resale are hereby assigned to VR T-POWER in the amount of the secured claims. VR T-POWER accepts the assignment.
§ 14 Set-off and retention
Set-off is permissible with counterclaims that are undisputed, have been finally established by a court or are ready for decision. Rights of retention may be exercised to the extent permitted by law.
§ 15 Delivery and delivery dates
Delivery dates are only binding if they have been expressly agreed as binding. Partial deliveries are permissible insofar as they are reasonable for the trader.
§ 16 Obstacles to delivery and force majeure
In the event of extraordinary events for which VR T-POWER is not responsible, performance periods may be extended by a reasonable period, insofar as legally permissible. Statutory rights of rescission and termination remain unaffected.
§ 17 Reservation of self-supply
If, despite a congruent covering transaction concluded in good time, VR T-POWER is not supplied through no fault of its own, the rights of the parties are governed by the statutory provisions and the specific agreement.
§ 18 Transfer of risk
In the case of sales involving shipment, the risk passes to the trader upon handover of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment, insofar as legally permissible.
§ 19 Duty to inspect and give notice of defects
If the contract is a commercial transaction for both parties, the duties to inspect and give notice of defects under Section 377 HGB (German Commercial Code) apply. The goods must be inspected without undue delay after delivery; visible defects and hidden defects discovered later must each be notified without undue delay.
§ 20 Complaints
Complaints should, where possible, include the invoice or delivery note number, product name, serial number, description of the fault, vehicle data and any available photos, videos or diagnostic logs. VR T-POWER may request a technical inspection.
§ 21 Warranty rights and subsequent performance
In the event of defects, the statutory provisions apply unless otherwise validly agreed. In contracts with traders, VR T-POWER is, as a rule, entitled in accordance with the statutory provisions to choose between repair and replacement.
§ 22 Limitation of claims for defects
Insofar as legally permissible, the limitation period for claims for defects in respect of newly manufactured movable goods vis-à-vis traders is twelve months. Mandatory longer periods as well as claims based on intent, gross negligence, injury to life, body or health and mandatory product liability remain unaffected.
§ 23 Installation and use
Products must be professionally installed and operated in accordance with the technical documentation, the installation and safety instructions and their intended purpose. The dealer must pass on the necessary safety and usage instructions to its customers.
§ 24 Vehicle condition and compatibility
The dealer must transmit the vehicle data required for selection and configuration completely and correctly and, within the scope of its own performance obligations, check the suitability of the customer’s vehicle for the intended installation.
§ 25 Motorsport and registration
Products intended exclusively for motorsport, racing or non-public areas of use may only be used and resold in accordance with their labelling and the applicable regulations. Statements regarding road legality, operating permit or emissions compliance must be supported by product documentation or reliable approval documents.
§ 26 Software, firmware and engine maps
Rights to software, firmware, engine maps, calibrations and digital developments remain with VR T-POWER or the respective rights holders. The trader receives only those rights of use that are expressly granted. There is no entitlement to source code or internal development documents, unless otherwise agreed.
§ 27 Reverse engineering
Decompiling, reverse engineering, reading out, copying or circumventing technical protection measures is prohibited only to the extent that such a prohibition is permissible under mandatory law. Mandatory statutory rights remain unaffected.
§ 28 Intellectual property
Trademarks, logos, product names, texts, images, technical drawings, circuit diagrams, CAD data, hardware developments, software, firmware and engine maps remain with VR T-POWER or the respective rights holders. Use is only permitted to the extent granted.
§ 29 Confidentiality
Confidential technical and commercial information, in particular development data, software, firmware, dealer terms, calculations and sales information, must be adequately protected against unauthorised use and disclosure. Statutory disclosure obligations remain unaffected.
§ 30 Trade secrets
Trade secrets must be protected in accordance with the German Trade Secrets Act and other applicable provisions.
§ 31 Dealer obligations
The dealer must distribute products professionally, advise customers appropriately, comply with statutory product, safety, advertising and information obligations and pass on safety-relevant manufacturer instructions.
§ 32 Advertising and product presentation
Product descriptions, performance data, approval information and technical statements must not be altered or extended in a misleading manner. The dealer’s own advertising statements are the dealer’s responsibility.
§ 33 Export, import and re-export
The parties shall comply with the applicable export control, import, customs and sanctions regulations. Products must not knowingly be supplied in breach of directly applicable statutory prohibitions or sanctions.
§ 34 Licence and intellectual property infringements
In the event of use of software, firmware or other protected material in breach of contract, VR T-POWER may, in accordance with its statutory and contractual rights, in particular demand cessation, removal, information and, where applicable, damages.
§ 35 Liability
VR T-POWER has unlimited liability for intent and gross negligence, for culpable injury to life, body or health and in cases of mandatory statutory liability. In the event of a slightly negligent breach of material contractual obligations, liability is limited to the foreseeable damage typical for the contract, insofar as legally permissible. Otherwise, liability for slight negligence is excluded, insofar as legally permissible.
§ 36 Product liability
Mandatory claims under product liability law and other non-waivable grounds of liability remain unaffected.
§ 37 Data protection
Information on the processing of personal data is contained in the current privacy policy of VR T-POWER.
§ 38 Termination of dealer accounts
VR T-POWER may suspend or terminate a dealer account for good cause, in particular in the event of material breaches of contract, abusive use, serious infringements of intellectual property rights or significant payment irregularities. Existing claims remain unaffected.
§ 39 Separate dealer and distribution agreements
In the event of conflict, separate dealer, distribution, exclusivity or framework agreements take precedence. Territorial rights, exclusivity, minimum purchase quantities, sales targets or restrictions on competition do not arise solely on the basis of these Terms and Conditions.
§ 40 Applicable law
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), insofar as its exclusion can be validly agreed.
§ 41 Place of jurisdiction
If the contracting party is a merchant, a legal entity under public law or a special fund under public law, or if the other statutory requirements for an agreement on the place of jurisdiction are met, Berlin is the place of jurisdiction, insofar as legally permissible.
§ 42 Final provisions
Should any provision of these B2B Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. Invalid provisions are replaced by the statutory provisions. These B2B Terms and Conditions apply from their valid incorporation to newly concluded contracts with traders.