Terms and Conditions Advertising Factory

General Terms and Conditions of Business, Payment, and Delivery of Pat Patachon GmbH for the service area “Advertising Technology”

I. GENERAL – SCOPE OF APPLICATION
1. These General Terms and Conditions of Business, Payment, and Delivery of Pat Patachon GmbH for the “Advertising Technology” service area (hereinafter “GTC”) apply in their respective current version (among others, published on the internet at www.pat-patachon.de) as a framework agreement for all offers, contracts, and deliveries of Pat Patachon GmbH (hereinafter also referred to as “Pat Patachon”, “Contractor” or “We”) for the “Advertising Technology” area. We hereby expressly object to any deviating terms and conditions of the Purchaser/Client. They are only valid exceptionally if they have been agreed upon by us in writing or expressly confirmed by us in writing. This requirement of consent applies in any case, for example, even if the Contractor carries out the delivery to the Purchaser without reservation, despite being aware of the Purchaser’s GTC. Section 305b of the German Civil Code (BGB) remains unaffected. These GTC, in their respective versions, also apply to future orders without Pat Patachon having to refer to them again in each individual case.

2. In principle, we only enter into business relationships with entrepreneurs (as defined in § 14 BGB), legal entities under public law, or special funds under public law. These GTC are therefore generally directed only at the aforementioned persons. The orientation towards the aforementioned group of persons results in consequences for the offer and pricing, risk-bearing, liability for defects, and warranty rules. The following provisions describe the shaping of the extended scope for this recipient group. If you are a consumer and still place an order with us, the following applies: The presumed consent of consumers (within the meaning of Section 13 BGB) to the applicability of these GTC extends only as far as legally permissible towards them. To protect your rights, it is essential that you identify yourself as a consumer in your order. We reserve the right to refuse an inquiry / order from consumers.

3. Our Terms and Conditions are part of our offers and are handed over or sent with them. In addition, we refer to the validity and inclusion of our Terms and Conditions on our delivery notes. If orders are placed despite conflicting terms and conditions, we assume that the Purchaser exclusively recognizes our GTC, despite any contrary formulations.

II. OFFER / ORDER / CONCLUSION OF CONTRACT / ORDER CONFIRMATION
1. The Contractor’s offers, including delivery time indications, are non-binding and subject to change. We reserve the right to make technical changes as well as changes in form and color, provided these are reasonable.

2. By placing the order, the Client bindingly declares that the Contractor shall provide the ordered delivery or service. Unless otherwise agreed, all prices are net prices plus the statutory VAT ex works, excluding packaging.

3. The order becomes binding through the order confirmation of the contractor. Any complaints must be communicated to the contractor immediately by the client. Ancillary agreements must be recorded in writing.

4. Our declarations of acceptance require written form for their legal validity. The same applies to additions, amendments, and ancillary agreements. Regarding the scope of our deliveries and services, our written order confirmation or our commercial confirmation letter is decisive.

5. The Contractor reserves the ownership and copyright to offers, drawings, designs, etc. The offers and designs, etc., may not be made accessible to third parties, especially competitors, and may not be used for tendering purposes. If the offer is not accepted, they must be returned or deleted immediately.

6. For samples, sketches, designs, and other project planning services expressly requested by the Client, the agreed remuneration must be paid, even if the order is not placed. Ownership of these service items transfers to the Client only after payment of the agreed remuneration.

7. For advertising systems or other works offered including installation, the following services are generally not included in the offer price, unless expressly listed in writing in the offer: Low-voltage installation up to the advertising system, scaffolding or possible lifting equipment, any services from other trades, such as masonry, plastering, painting or sealing work, the costs for a structural stability certificate, and disposal costs of any kind, such as carrier and transfer materials, obstacles in the topsoil, special waste, and hazardous materials. If low-voltage installation is desired by the Client, a corresponding connection must be available on site.

III. RETENTION OF TITLE
1. The delivered goods remain the property of the Contractor until full payment of all claims existing on the invoice date, including future claims, also from contracts concluded simultaneously or later against the Client. This also applies if payments are made on specifically designated claims. In the case of a current account, the retained title serves as security for the Contractor’s balance claim.

2. The Client is entitled to resell the deliveries in the ordinary course of business. Other dispositions, in particular pledging or transfer by way of security, are not permitted to him. The Client must immediately notify the Contractor in writing if and to the extent that third parties gain access to the goods belonging to the Contractor. He is obliged to resell the reserved goods only under retention of title, and with the proviso that the purchase price claim from the resale passes to the Contractor as follows: The Client hereby assigns his claims from the resale of the reserved goods with all ancillary rights to the Contractor, regardless of whether the reserved goods are resold without or after processing. The Contractor hereby accepts the assignment. If the realizable value of the securities exceeds the Contractor’s claims by more than 10%, the Contractor will – at the Client’s request – release securities of his choice. The Client is prohibited from making agreements with his customer that exclude or impair the Contractor’s rights in any way. In particular, the Client may not enter into any agreement that nullifies or impairs the advance assignment of claims to the Contractor. The Client remains authorized to collect the claims assigned to the Contractor even after assignment; however, the Contractor expressly reserves the right to collect the claims independently, especially in the event of the Client’s default in payment. At the Contractor’s request, the Client must disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtor of the assignment.

3. If the reserved goods are resold together with other goods not sold by the Contractor, the assignment of the claim applies to the extent of the value of these co-ownership shares. If the reserved goods are used by the Client for the fulfillment of a contract for work or a contract of sale, the above conditions apply mutatis mutandis to the claim arising from this contract.

4. In the case of processing or transformation of goods supplied by the Contractor and remaining in his ownership, the Contractor is to be regarded as the manufacturer according to Section 950 BGB and retains ownership of the products at all times of processing. In the event of combination or commingling of the reserved goods with other items, the Contractor becomes the owner or co-owner of the new item or the commingled stock. If the Contractor’s ownership ceases due to combination or commingling, the Client hereby transfers to the Contractor the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and stores them free of charge for him. The co-ownership rights thus arising are considered reserved goods within the meaning of these terms and conditions.

5. The Contractor’s retention of title is conditional in such a way that upon full payment of all claims, ownership of the reserved goods automatically transfers to the Client, and the assigned claims accrue to the Client.

6. If third parties are involved in the processing or transformation, the Contractor’s co-ownership share is limited to the invoice value (final invoice amount including VAT) of the reserved goods. The ownership thus acquired is considered reserved ownership.

IV. ORDER EXECUTION
1. Changes to the execution that prove to be technically necessary and are reasonable for the Client, taking into account the Contractor’s interests, are reserved.

2. All orders are executed according to the print data or construction drawings provided to us by the client, unless otherwise agreed in writing.

3. The Client must transmit these print data to us in the file formats specified by us, at his own expense and risk. In particular, the Client is solely responsible for the completeness and accuracy of the data transmitted to us. Data transmitted by the Client or his representative will only be checked for obvious errors, recognizable at first glance.

4. The storage and archiving of the print data provided to us are expressly approved by the Client. We assume no liability whatsoever for the storage of the provided data.

5. The validity of the contract is independent of approval by authorities or third parties. Their procurement is the responsibility of the Client. If the approval is obtained by the Contractor, the Contractor acts as the Client’s representative. The Client shall bear the costs and approval fees in any case. If the approval is definitively denied, the Contractor may demand the agreed order sum. Savings and benefits of the Contractor resulting from the non-execution of the order are to be deducted, insofar as they are proven.

6. Necessary changes, including those due to official requirements, are considered an order extension.

7. If the Contractor is obliged to dispose of dismantled parts due to legal provisions or official instructions, the Client must bear the additionally incurred disposal costs, even if this has not been expressly agreed upon. This does not apply if legal or other regulations provide otherwise.

V. ASSEMBLY / REPAIRS
1. For accepted assembly work, it is assumed that it can be carried out continuously without hindrances and delays.

2. The installation prices, even if agreed as fixed prices, do not include costs incurred due to delays or additional work caused by circumstances for which the Client is responsible. Expenses arising therefrom for labor, time, and material costs shall be borne by the Client.

3. Any necessary third-party services (see above, Section IV, Paragraph 5) can be commissioned by the supplier on the client’s account.

VI. DELIVERY TIME / DELIVERY / SHIPPING
1. For the delivery of advertising systems or other works without installation, shipping or transport is at the Client’s expense and risk. The Client bears the costs for any transport insurance. Any transport damages must be immediately documented by recording the facts with the carrier. The delivery period is individually agreed upon or specified by the Contractor upon order acceptance. Delivery dates are only valid if expressly confirmed by the Contractor. If the contract is concluded in writing, the confirmation of the delivery date also requires written form.

2. The stated delivery time begins on the day the order is finally clarified in terms of technical and design aspects. This also includes the payment of the agreed down payment and the granting of approval by authorities or third parties.

3. The Contractor is only entitled to partial deliveries if – the partial delivery is usable for the Client within the scope of the contractual purpose, – the delivery of the remaining ordered goods is ensured, and – the Client does not incur significant additional effort or costs as a result.

4. If the goods are to be shipped, the risk of accidental loss and accidental deterioration of the goods passes to the Client as soon as the shipment has been handed over to the person carrying out the transport.

5. If the Contractor delays performance, the Client can only exercise the rights under Section 323 BGB if the delay is attributable to the Contractor. This provision does not entail a change in the burden of proof.

6. The Contractor has a right of retention on the print and stamp templates, manuscripts, raw materials, and other items supplied by the Client, in accordance with Section 369 HGB, until all due claims arising from the business relationship have been fully satisfied.

7. The Contractor assumes no guarantee whatsoever for the timely transport or the duration of transport and arrival of the goods. Our information is provided without exception to the best of our knowledge, but is non-binding.

VII. ACCEPTANCE
1. If advertising systems or other works are installed by the Contractor, the Client is obliged to accept them immediately after completion of the installation. In case of impediment, the Client must carry out the acceptance within 10 working days. If this is not done, acceptance is deemed to have occurred upon expiry of the deadline if the Contractor has specifically drawn the Client’s attention to the intended meaning of his conduct at the beginning of the deadline.

2. For call-off orders, the Client is obliged to accept the entire quantity underlying the call-off order. The Client’s obligation to call off constitutes a main obligation. In the absence of any other agreement, a 12-month acceptance period applies to call-off orders, calculated from the date of the order confirmation. If acceptance has not taken place by this time, the Contractor is entitled to set the Client a period of two weeks for the acceptance of the remaining order quantity. After the fruitless expiry of this period, the Contractor has the choice either to demand advance payment of the purchase price and deliver the remaining quantity in full or to withdraw from the contract according to Section 323 BGB. Further rights of the Contractor, such as the right to claim damages, remain unaffected.

3. Goods reported ready for dispatch or installation, which are not called off by the Client within five working days, will be stored at the Client’s expense and risk. The actual costs of storage (e.g., rent for the necessary storage rooms, insofar as these are used for the goods to be stored) are decisive. If an actual calculation of costs is not possible, EUR 50 per day will be charged for storage. Invoicing takes place simultaneously with storage.

VIII. FORCE MAJEURE
1. Unforeseeable or unavoidable events of force majeure, export/import bans, official directives, as well as delivery delays or non-delivery by our sub-suppliers, entitle the Contractor, even within a delay, to postpone delivery for the duration of the impediment or delay, or – unless it is merely a temporary impediment to performance, such as a strike – to withdraw from the contract in whole or in part due to the unfulfilled part. Claims against the Client that are established before the occurrence of the event remain unaffected.

2. The Contractor will immediately inform the Client about the occurrence of a case of force majeure. Force majeure shall be deemed to include all unforeseeable, unavoidable circumstances that significantly impede or make impossible the Contractor’s delivery, such as trade policy measures, operational disruptions (e.g., fire, raw material or energy shortages), and obstruction of transport routes, regardless of whether these circumstances occur at the Contractor’s premises, his sub-suppliers, or a sub-contractor. The Contractor strives for a careful selection of his sub-suppliers or sub-contractors.

3. Operational disruptions for which the Contractor is not responsible – both in the Contractor’s operations and those of a supplier – such as strikes, lockouts, and all other cases of force majeure, only entitle to termination of the contract if the Client can no longer reasonably be expected to wait further; otherwise, the agreed delivery period shall be extended by the duration of the delay. However, termination is possible at the earliest four weeks after the occurrence of the operational disruption described above. The Contractor’s liability is excluded in these cases.

IX. PRICES
1. The prices stated in the Contractor’s offer are subject to the condition that the order data on which the offer is based remain unchanged, but at most for six weeks after receipt of the offer by the Client. For orders with delivery to third parties, the purchaser is considered the Client, unless otherwise expressly agreed.

2. The Contractor’s prices are net prices plus the respective valid VAT. The Contractor’s prices are ex works. They do not include packaging, freight, postage, insurance, and other shipping costs.

3. Subsequent changes initiated by the Client, including machine downtime or idle times of installers caused thereby, will be charged to the Client. Repeated proof prints requested by the Client due to minor deviations from the original are also considered subsequent changes.

4. Sketches, drafts, typesetting proofs, print proofs, correction proofs, changes to supplied/transferred data, and similar preparatory work initiated by the client will be charged. The same applies to data transmissions (e.g., via email or internet).

X. PAYMENT TERMS
1. Payment must be made upon receipt of the invoice within the agreed payment terms. Any discount agreement does not apply to freight, postage, insurance, or other shipping costs. The invoice will be issued on the day of delivery, partial delivery, or readiness for delivery (debt to be collected, default of acceptance). 2. For extraordinary advance services, reasonable prepayment may be required. These are clearly indicated in the offer and form part of the contract.

3. If the client does not pay the invoice amount within 10 days of the payment deadline stated on the invoice, they will be in default even without a reminder. In the event of default in payment, default interest shall be paid at a rate of 9 percentage points above the base interest rate, and all reminder and collection costs shall also be reimbursed. The assertion of further claims is not excluded by this.

4. If, after conclusion of the contract, it becomes apparent that the fulfillment of the payment claim is jeopardized by the client’s lack of ability to pay, the contractor may demand advance payment, withhold goods not yet delivered, and cease further work. The contractor is also entitled to these rights if the client is in default with the payment of proper deliveries based on the same legal relationship. § 321 Para. 2 BGB (German Civil Code) remains unaffected.

5. Non-compliance with the terms of payment or circumstances that become known to the contractor after the respective conclusion of the contract and that give rise to reasonable doubts about the client’s ability to pay shall result in the immediate maturity of all claims of the contractor, including current bill of exchange obligations. In this case, the contractor is entitled to withdraw from the contract and demand compensation for the damage incurred as a result, unless the client makes advance payment or provides sufficient security.

6. Even if the client specifies otherwise, we reserve the right to offset payments against older debts, in which case we will inform the client immediately about the type of offsetting that has taken place. If costs and interest have already been incurred, the payment can be offset first against the costs, then against the interest, and finally against the principal amount.

7. Offsetting and the assertion of rights of retention are excluded, unless the counterclaim is undisputed or legally established. This also applies to any claims of the client for completion or defect removal costs. We are entitled to assign the claims from our business relationships.

8. Advance and installment payments do not accrue interest. The supplier’s sales representatives, agents, fitters, and drivers are only entitled to accept payments if they present a corresponding power of attorney.

XI. LIABILITY FOR DEFECTS / WARRANTY
1. The client must in any case immediately check the conformity of the goods with the contract as well as the preliminary and intermediate products sent for correction. The risk of any errors passes to the client with the declaration of readiness for printing/declaration of readiness for production, unless the errors are errors that only arose in the production process following the declaration of readiness for printing/declaration of readiness for production or could have been recognized. The same applies to all other release declarations of the client.

2. Obvious defects must be reported in writing within one week of receipt of the goods. Defects that cannot be discovered even with the most careful inspection within this period must be reported in writing immediately upon discovery, with immediate cessation of any processing or use, but no later than one week after discovery, otherwise the assertion of warranty claims is excluded.

3. In the event of justified complaints, the contractor is initially obliged and entitled, at their discretion, to rectify the defect and/or provide a replacement delivery. The client generally grants the contractor two attempts at supplementary performance. If the contractor fails to fulfill this obligation within a reasonable period or if rectification fails despite repeated attempts, the client may demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). However, the contractor has no right of withdrawal if there is only a minor breach of contract, especially in the case of minor defects.

4. Should only partial defects occur in the goods delivered by us, the customer can only withdraw from the contract in full if a defect-free partial delivery is of no interest to them; otherwise, they remain obliged to accept the defect-free part of the goods.

5. The liability of the contractor for defects in the goods is limited to the contractually typical and foreseeable damage. In business relationships with entrepreneurs (see above, section I para. 2), liability for damage that did not occur to the goods themselves (consequential damage caused by a defect) is excluded. This does not apply if the contractor has violated a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the client regularly relies and may rely), the consequential damage caused by the defect is within the scope of a guarantee of the contractor for the quality of the goods, or there is an intentional or grossly negligent breach of duty by the contractor, its legal representative, or its vicarious agent. The same applies to damage resulting from injury to life, limb, or health based on a negligent breach of duty by the contractor or an intentional or negligent breach of duty by a legal representative or a vicarious agent, as well as for damages under the Product Liability Act.

6. Customary or insignificant color deviations and material tolerances do not constitute a defect and do not entitle to a complaint. For color reproductions in all manufacturing processes, minor deviations from the original cannot be objected to. The same applies to the comparison between other templates (e.g., digital proofs, press proofs) and the final product. Furthermore, liability for defects that do not or only insignificantly impair the value or usability is excluded.

7. For entrepreneurs (see Section I, Para. 2 above), the claim for rectification expires after one year from the transfer of risk to the client. Insofar as claims for damages exist under Section XI, Paragraph 3, these expire within two years from the transfer of risk. For the production of movable goods that have been used for a building in accordance with their usual purpose and have caused its defectiveness, a limitation period of five years from the transfer of risk applies.

8. Deliveries (including data carriers, transferred data) by the client or by a third party engaged by them are not subject to any obligation of inspection on the part of the contractor. This does not apply to data that is obviously not processable or not readable. In the case of data transmissions, the client must use state-of-the-art protection programs for computer viruses before sending the data. The data backup is the sole responsibility of the client. The contractor is entitled to make a copy. 9. Excess or short deliveries of up to 10% of the ordered edition cannot be objected to. The quantity delivered will be charged.

XII. PROTECTION AND COPYRIGHTS / INDEMNIFICATION
1. The client assures that by commissioning the contractor, carrying out their order, and providing data, images, and/or texts, no third-party rights, in particular copyrights, personal rights, and industrial property rights (including trademark rights), are infringed.

2. The client is obliged to fully indemnify the contractor from all third-party claims upon first request, insofar as these claims result from the order placed with us, especially if third parties assert claims against the contractor due to the alleged infringement of their rights through the use of data, images, and/or texts provided by the client.

3. Sample copies of the orders may be used by the contractor as quality samples for advertising purposes, including at trade fairs and exhibitions.

4. The client grants the contractor the right to use photos and descriptions of the project for advertising purposes on its website and in social networks without restriction, unless this is expressly excluded when the order is placed.

XIII. OTHER BREACHES OF DUTY / LIMITATION OF LIABILITY / LIMITATION PERIOD
1. Claims for damages or reimbursement of expenses in the event of a breach of non-essential contractual obligations for which the contractor is responsible are excluded, regardless of the legal basis, unless there is an intentional or grossly negligent breach of duty by the contractor, its legal representative, or its vicarious agent, or damage resulting from injury to life, limb, or health based on a negligent breach of duty by the contractor or an intentional or negligent breach of duty by a legal representative or a vicarious agent.

2. Liability – with the exception of damages resulting from injury to life, body, or health, as well as liability under the Product Liability Act – is limited to compensation for typical and foreseeable damage under the contract, unless it involves an intentional or grossly negligent breach of duty by the contractor, their legal representative, or their senior employees.

3. Claims of the client against the contractor in accordance with this section XIII become statute-barred after one year. Excluded from this are damages resulting from injury to life, limb, or health, claims under the Product Liability Act, and intentional or grossly negligent breaches of duty by the contractor, its legal representative, or its executive employees.

XIV. DISCLAIMER AND AREA OF RESPONSIBILITY
1. Unless a measurement including inspection of the local conditions and a complete glass inspection is carried out by us before the work is performed, we assume no warranty for the suitability, harmlessness, or defect-free installation of heat protection films.

2. We assume no liability for dimensions, information, or documents provided by the client. The responsibility for their correctness and completeness lies exclusively with the client.

3.Damage to glazing, work interruptions, or other additional costs resulting from incorrect information, missing inspections, or unforeseeable circumstances shall be borne in full by the client.

4. If this leads to the termination of the work, the agreed full daily rate and all material costs incurred up to that point will be invoiced. Any further liability, in particular for consequential damage, is excluded.

VX. ARCHIVING
Products belonging to the client, in particular data and data carriers, will only be archived by the contractor beyond the time of handover of the final product to the client or its vicarious agents by express agreement and against special remuneration. If the aforementioned items are to be insured, the client must arrange this themselves in the absence of an agreement.

XVI. PLACE OF PERFORMANCE / JURISDICTION CLAUSE / PARTIAL INVALIDITY
1. In dealings with entrepreneurs (see Section 1, Para. 2 above), the place of performance is the contractor’s registered office (Berlin).

2. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the contractor (Berlin) if the customer is an entrepreneur, merchant, a legal entity under public law, or a special fund under public law. However, the contractor is also entitled to sue at the general place of jurisdiction of the customer.

3. The contractual relationship is subject to German law. The UN Convention on Contracts for the International Sale of Goods is excluded. The requirements and effects of the above-agreed retention of title are governed by the law at the respective storage location of the goods, insofar as the choice of law made in favor of German law should be inadmissible or ineffective under the respective law.

Status: 2025-08-22