General Terms and Conditions (GTC) for B2B IT Goods Distribution and IT Services

  1. Scope

1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all contracts, deliveries, and services between J&T Vertrieb (hereinafter “Provider”) and business customers (hereinafter “Customer”), regardless of the customer’s registered office, unless expressly agreed otherwise in writing.
1.2 These GTC cover both the sale of IT goods and the provision of IT services, including but not limited to software development, system integration, maintenance and support, and consulting.
1.3 These terms apply exclusively to entrepreneurs as defined in § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.

  1. Conclusion of Contract

2.1 All offers made by the Provider are non-binding and subject to change unless expressly designated as binding.
2.2 A contract is formed upon written confirmation of the order by the Provider or by the handover of the goods to the carrier or commencement of the IT service.
2.3 The Provider reserves the right to reject orders, particularly if they do not comply with applicable international trade laws or legal provisions.

  1. Prices and Payment Terms

3.1 All prices are net and exclusive of applicable VAT, shipping, customs duties, or other additional costs, unless agreed otherwise in writing.
3.2 Invoices are payable within 10 calendar days from the invoice date without any deduction, unless otherwise agreed in writing.
3.3 In the event of default, the Provider is entitled to charge interest on arrears at a rate of 9 percentage points above the base rate in accordance with § 288 (2) BGB. The Provider reserves the right to claim higher damages.
3.4 If the Customer refuses to accept the goods, the Provider may either insist on acceptance or demand 15% of the purchase price as lump-sum compensation. The right to claim a higher proven damage remains unaffected. The Customer may provide proof that no or less damage occurred.

  1. Delivery

4.1 Delivery shall be made in accordance with the Incoterms agreed between the parties, in their respective current versions (e.g., EXW, FOB, or DDP).
4.2 Delivery dates are only binding if explicitly confirmed in writing.
4.3 Partial deliveries are permitted if reasonable for the Customer.

  1. Shipping, Delivery & Transfer of Risk

5.1 Shipping costs are specified individually for each delivery country and can be found on the Provider’s website or in the offer.
5.2 For deliveries outside the EU, the Customer bears all import taxes, customs duties, and other charges according to applicable laws of the respective country.
5.3 The Customer is responsible for independently handling all necessary customs formalities in the recipient country.
5.4 Delivery deadlines are binding only with explicit written confirmation.
5.5 The risk of accidental loss or deterioration of goods transfers to the buyer upon handing over goods to the carrier, freight forwarder, or any other person or institution designated for shipment execution unless otherwise agreed in writing.
5.6 The risk passes to the Customer upon delivery to the transport company.
5.7 If shipping is delayed due to circumstances caused by the Customer, the risk passes to the Customer upon notification of readiness for dispatch.
5.8 Place of performance for all contractual obligations is, unless otherwise agreed, the Provider’s registered office.

  1. Delays Due to Force Majeure & Custom-Made Goods

6.1 The Provider shall not be liable for delivery delays due to force majeure or other unforeseeable events at the time of contract conclusion (e.g., operational disruptions, government measures, lack of energy or raw materials, strikes, lockouts, natural disasters, pandemics). The delivery period will be extended by the duration of the impediment plus a reasonable startup time.

  1. Retention of Title

7.1 All delivered goods remain the property of the Provider until all claims arising from the business relationship are fully settled (“simple retention of title”).
7.2 Extended retention of title also applies: The Provider retains ownership until all claims from ongoing business relationships are fully settled, including those from prior deliveries or services.
7.3 In the event of resale of goods subject to retention of title, the Customer hereby assigns its claims from the resale to the Provider, who accepts this assignment.
7.4 The Customer is obligated to handle goods under retention of title with care and insure them adequately against loss or damage.

  1. IT Services

8.1 The Provider shall perform the agreed IT services in accordance with the respective contract and its defined specifications, using state-of-the-art technology as of the contract date.
8.2 Changes to the scope of services require written agreement between the parties and may lead to adjustments in compensation.
8.3 The Customer is obligated to provide all necessary information, data, and access required for the provision of IT services in a timely manner.
8.4 The Provider is not liable for delays or defects resulting from insufficient cooperation by the Customer.
8.5 Services are deemed accepted 2 weeks after delivery unless the Customer submits a written defect notice.

  1. Software and Licenses

9.1 For software deliveries, the manufacturer’s specific license terms and conditions apply in addition to these GTC.
9.2 By accepting the software, the Customer explicitly acknowledges these terms.

  1. Acceptance, Warranty & Return Exclusion

10.1 This applies likewise to IT services or products developed specifically for the Customer.
10.2 Obvious defects must be reported in writing within 7 working days of delivery or service completion.
10.3 The Provider is entitled to subsequent performance (repair or replacement).
10.4 Statutory warranty periods apply unless otherwise agreed.
10.5 Returns and exchanges are excluded for custom-ordered, modified, or specially manufactured goods, including non-stock items, customer-specific configurations, or license products.

  1. Data Protection & Confidentiality

11.1 The Provider complies with the applicable data protection laws, especially the GDPR, in the processing of personal data.
11.2 Personal data is processed solely for contract fulfillment and not shared with third parties unless legally required or with Customer’s consent.
11.3 Both parties agree to maintain confidentiality regarding all exchanged information related to the contract.

  1. Liability

12.1 The Provider is liable only for damages caused intentionally or through gross negligence, or due to breaches of essential contractual obligations.
12.2 Liability is limited to the typical, foreseeable damage for such business transactions.
12.3 Any further liability is excluded, especially for indirect damage such as lost profits or production downtime.

  1. Export Control & Sanctions

13.1 The Customer is obligated to comply with all applicable export, customs, and sanction regulations.
13.2 The Provider may withdraw from the contract if its execution would result in a violation of applicable regulations. In such cases, the Provider shall not be held liable.

  1. Governing Law & Jurisdiction

14.1 This contract and all claims arising from or in connection with it are subject to German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2 The exclusive place of jurisdiction is Tübingen, Germany, provided the Customer is a merchant within the meaning of the German Commercial Code (HGB).

  1. Final Provisions

15.1 If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall remain unaffected.
15.2 Amendments and supplements must be made in text form. Electronic form is sufficient.
15.3 The Provider reserves the right to amend or supplement these GTC, particularly in response to legal changes.

Contact
J & T Vertrieb
Ölmühlenweg 3
72072 Tübingen
Germany

Tel: +49 (0) 7071 / 96 87 85
Fax: +49 (0) 7071 / 96 88 16
Email: info@j-t-vertrieb.de