General Terms and Conditions (AGB) of VORPCO

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1. Scope and Applicability

   1. These General Terms and Conditions (AGB) apply to all contracts, deliveries, and services between VORPCO (hereinafter referred to as "we" or "us") and our customers, provided the customer is an entrepreneur as defined in § 14 BGB, a legal entity under public law, or a special fund under public law.

   2. Any terms and conditions of the customer that conflict with or deviate from our AGB shall not be recognized unless we have expressly agreed to their validity in writing. Our AGB shall also apply if we perform deliveries or services without reservation, despite being aware of conflicting or deviating terms of the customer.

   3. We do not conclude contracts with consumers as defined in § 13 BGB.

2. Conclusion of Contract

   1. Our offers are non-binding and subject to change unless expressly designated as binding. A contract is only concluded when we confirm the customer's order in writing or deliver the goods.

   2. The scope of delivery and services is determined by our written order confirmation. Any additional agreements or changes require our written confirmation to be effective.

   3. If we are additionally entrusted with installation or assembly services, these will be governed by a separate contract for work and services. Such contracts shall be subject to independent terms which must be agreed to in writing.

3. Prices and Payment Terms

   1. All prices are net prices and do not include the applicable statutory value-added tax (VAT). Prices are ex works, excluding packaging, shipping, and insurance costs, unless otherwise agreed.

   2. Payment is due within 14 days from the invoice date without deductions, unless otherwise agreed in writing. In the event of late payment, we reserve the right to charge statutory default interest.

   3. We reserve the right to adjust prices appropriately if, after the conclusion of the contract, cost reductions or increases occur due to changes in material prices, labor costs, or other factors beyond our control.

   4. In case of payment default, all outstanding claims shall become due immediately. We also reserve the right to request advance payments or securities and to rescind the contract if the customer does not comply.

4. Delivery and Transfer of Risk

   1. Delivery dates are non-binding unless expressly agreed upon in writing. Partial deliveries are permissible if reasonable for the customer.

   2. The risk passes to the customer when the goods are handed over to the carrier or leave our warehouse for shipment. This also applies if we have assumed the shipping costs.

   3. If goods are lost in transit and a replacement shipment is issued, we are under no obligation to take back the original consignment should it later be recovered.

5. Retention of Title

   1. We retain ownership of the delivered goods until full payment of all claims arising from the business relationship with the customer.

   2. The customer is entitled to resell the goods in the ordinary course of business. In this case, the customer assigns to us all claims arising from the resale in the amount of the invoice value.

6. Warranty and Liability

   1. The customer's warranty rights require that they have properly fulfilled their obligations to inspect and report defects in accordance with § 377 HGB.

   2. In the event of justified complaints, we shall, at our discretion, provide subsequent performance by remedying the defect or delivering a defect-free item. If subsequent performance fails, the customer may demand a reduction in price or withdraw from the contract.

   3. Claims for damages are excluded unless they are based on intent or gross negligence on our part.

   4. To the extent legally permissible, liability for indirect or consequential damages (such as lost profits, production downtime, or reputational loss) is excluded. Our total liability under any contract shall not exceed the net value of the specific delivery or service from which the claim arises.

   5. We assume no liability for damages caused by improper use, natural wear and tear, chemical or environmental effects, or unauthorised modifications of the goods.

7. Data Protection

   1. We process personal data of the customer in compliance with the applicable data protection regulations. Detailed information is available in our Privacy Notice at www.vorpco.com/privacy-notice​

8. Applicable Law and Jurisdiction

   1. The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

   2. The exclusive place of jurisdiction for all disputes arising from the contractual relationship is our registered office, provided the customer is a merchant, a legal entity under public law, or a special fund under public law.

9. Confidentiality

1. All technical documents, drawings, and other information provided by us are to be treated as confidential and may not be disclosed to third parties without our prior written consent.

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10. Export Control and Sanctions Compliance

1. The customer agrees to comply with all applicable export control, customs, and sanctions regulations, including those of the European Union, the Federal Republic of Germany, and any other relevant jurisdictions.

2. The resale or transfer of products supplied by VORPCO to countries, entities, or end-users that are subject to export restrictions or embargoes is strictly prohibited, unless expressly authorized by the competent authorities.

3. In particular, the customer shall not, directly or indirectly, sell, export, re-export, transfer, or otherwise make available any goods or technical data received from VORPCO to:

   1. any person, entity, or country subject to sanctions or embargoes under EU, German, or other applicable regulations;

   2. any end use involving military applications, weapons, or nuclear technologies, where such uses are restricted or prohibited by applicable laws;

   3. any entity listed on sanctioned parties lists such as the EU Consolidated List, US Entity List, or similar regulatory databases.

4. The customer shall indemnify and hold VORPCO harmless against any claim, damage, loss, or expense arising from a breach of this clause.

5. We reserve the right to withhold or cancel deliveries if there is any indication that the customer intends to violate applicable export control or sanctions regulations.

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11. Intellectual Property

1. All intellectual property rights, including copyrights, design rights, trademarks, patents, and technical know-how, remain the sole property of VORPCO. The customer is not entitled to reproduce, distribute, or use our materials beyond the purpose contractually agreed upon, unless we grant prior written consent.

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12. Tooling and Production Equipment

1. All tools, models, samples, molds, and drawings used in the production of our goods remain our sole and exclusive property, even if partially or fully financed by the customer. No rights to these tools are transferred to the customer.

2. Contributions by the customer toward tooling or equipment costs do not entitle the customer to ownership, reimbursement, or exclusive use rights unless expressly agreed in writing.

3. We are entitled to use any production equipment for manufacturing third-party products unless exclusivity has been agreed upon in writing.

4. Maintenance of tooling due to normal wear shall be our responsibility; however, we accept no liability for damage despite proper care. Storage obligations expire if no follow-up order is received within two years of the last delivery.

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13. Force Majeure

1. We shall not be liable for failure or delay in performance due to force majeure events beyond our reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, strikes, supply shortages, or government actions. In such cases, delivery periods shall be extended accordingly.

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14. Language of the Contract

1. In case of any inconsistency between different language versions of these Terms and Conditions, the German version shall prevail. Translations are provided for convenience only.

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15. Final Provisions

1. Should individual provisions of these AGB be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the intended economic purpose.