General Terms and Conditions for Business Customers

of Spielzeugfabrik Penzing GmbH

Steinbachstraße 6, 85250 Altomünster, Germany

Email: mail@spielzeugfabrik-penzing.de

Last updated: 26 August 2026

1. Scope and customers

1.1 These General Terms and Conditions (“Terms”) apply to all contracts between Spielzeugfabrik Penzing GmbH (“we”, “us” or the “Contractor”) and its customers concerning design, reproduction, printing, the manufacture of surfaces and props, 3D printing, the processing of materials supplied by us or by the customer, the sale and delivery of individually manufactured products and related services.

1.2 Our services are intended exclusively for entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. By registering and placing an order, the customer confirms that the contract is being entered into in the course of its commercial or independent professional activity. We do not enter into contracts with consumers.

1.3 Any differing terms and conditions of the customer apply only if we have expressly accepted them in text form. Performance without reservation does not constitute acceptance.

1.4 Individual agreements, specifications, quotations, order confirmations and expressly approved production specifications take precedence over these Terms.

2. Shop access and project accounts

2.1 The protected catalogue and ordering area is available only to approved business customers. There is no entitlement to registration, approval or permanent access.

2.2 Project accounts may be created for a particular project and assigned to several contacts designated by the customer. The customer must ensure that only persons authorised by it access the project account or issue orders and approvals.

2.3 Access credentials must not be disclosed to external or unauthorised persons. The customer must inform us immediately of suspected misuse or loss of credentials. The customer is liable in accordance with statutory law for actions of authorised persons and for misuse culpably enabled by the customer.

2.4 We may temporarily suspend access where there are specific indications of misuse, unauthorised use, incorrect company information or a threat to the shop. The customer’s legitimate interests will be taken into account.

3. Quotations and formation of contract

3.1 Displays in the online shop, catalogue, portfolio or other media are not binding offers but invitations to place an order or submit an enquiry.

3.2 By submitting an order, the customer makes a binding offer to enter into a contract. A contract is formed only when we confirm the order in text form, begin performance or dispatch the goods. An automated acknowledgement of receipt is not an order acceptance unless it is expressly identified as such.

3.3 For an individual quotation, the contract is formed when the customer accepts the quotation within its period of validity. Subsequent changes require our confirmation and may affect price and timing.

3.4 The scope and quality of the performance are determined, in descending order of priority, by the individual order confirmation or accepted quotation, the approved production data or sample, and the relevant product description.

4. Customer cooperation

4.1 The customer must provide all information, data, approvals, materials and decisions required for performance completely, correctly and on time. This includes, in particular, dimensions, quantity, intended use, project name, material information, delivery address and the necessary rights clearances.

4.2 Delays or additional work caused by late, incomplete, contradictory or subsequently changed customer specifications will reasonably extend agreed deadlines and may be charged separately, unless we are responsible for the circumstance.

4.3 Change requests made after production approval will be considered only where this remains technically and organisationally possible. Work already performed, materials procured or used and additional work will be charged.

5. Print data, content and production approval

5.1 The customer must supply data in the agreed formats and technical specifications. Unless we have expressly agreed to provide the relevant checking or design service, the customer is responsible for the completeness and accuracy of content, spelling, figures, dimensions, page order, resolution, trim allowance, colour setup and other production information.

5.2 We are not required to carry out an editorial, legal, copyright or other content review of data and content supplied by the customer. We will inform the customer of obvious technical concerns that become apparent during ordinary order processing.

5.3 If the customer receives a correction copy, digital proof, sample or other production preview, it must check all content, dimensions, colours, positions and production features. By approving it, the customer authorises production in accordance with that version. Errors visible in the approved version do not constitute defects. We remain responsible for deviations of the subsequent production from the approved version to the extent attributable to us.

5.4 Screen displays, photographs and samples not expressly agreed as binding can reproduce the actual colour and material appearance only approximately. Technically unavoidable and customary deviations, particularly between different materials, printing processes, production runs or lighting conditions, do not constitute defects unless they materially impair the agreed use.

5.5 The customer remains responsible for backing up its source data. Permanent archiving of customer data, production data, intermediate results or open files is required only where expressly agreed. Statutory retention duties remain unaffected.

6. Materials supplied by the customer

6.1 Depending on the order, we print on or process materials supplied by us or by the customer, including in particular paper, plastics, textiles, glass, wood and comparable substrates.

6.2 For customer-supplied materials, the customer is responsible for accurately describing the material and its basic suitability for the agreed process. Before placing the order, the customer must disclose known or apparent special features, coatings, pretreatments, impregnations, contamination, ageing and previous processing.

6.3 The customer must provide the agreed quantity of material on time, including any reserve agreed as necessary for setup, testing and technically unavoidable production loss. The amount and handling of any reserve will be agreed for the particular order.

6.4 If doubts arise regarding the suitability of customer material, we may suspend processing pending clarification or sampling, or decline to process it. The parties will agree on the next steps and any additional costs.

6.5 Material-related variations in colour, adhesion, opacity, surface appearance or durability do not constitute defects to the extent they result from properties of the customer material that were unknown, not disclosed or not foreseeable despite professional inspection. Binding properties require an express agreement, where necessary based on an approved sample.

6.6 The customer bears damage, production loss and additional cost to the extent demonstrably caused by unsuitable, incorrectly described, undisclosed or insufficient customer material and not attributable to us. Damage attributable to us is governed by the liability provisions in clause 17.

7. Custom production, cancellation and termination

7.1 Our products and services are generally manufactured for a specific customer or project. Production may begin after formation of the contract, receipt of any agreed advance payment and issue of the necessary approvals.

7.2 As we contract exclusively with business customers, there is no statutory consumer right of withdrawal.

7.3 Cancellation of an already concluded purchase contract or contract for the supply of manufactured goods requires our consent. If we consent, the customer must pay for work already performed, materials procured or used and other costs that can no longer be avoided.

7.4 Where German law on contracts for work and services applies to an order, statutory termination rights, including sections 648 and 648a BGB, remain unaffected. If the customer freely terminates such a contract, our remuneration is determined by statutory law.

8. Prices and payment

8.1 All prices shown in the B2B shop or in quotations are net prices. Statutory VAT, packaging, carriage, insurance, customs duties, import charges and other order-related ancillary costs are added unless expressly stated otherwise.

8.2 Available payment methods may include invoice, advance payment and PayPal. The payment method and due date stated in the quotation, checkout or invoice apply.

8.3 Unless otherwise agreed, invoices are payable without deduction within 14 calendar days of receipt. Advance payments are due before production begins. PayPal payments are due immediately during checkout.

8.4 Statutory consequences apply in the event of late payment. After prior notice, we may withhold further performance until due claims have been settled, where reasonable in light of both parties’ interests.

8.5 The customer may set off claims only if they have been finally adjudicated, are undisputed or are ready for decision. A right of retention may be exercised only for claims arising from the same contractual relationship.

9. Delivery and performance times

9.1 Delivery and completion dates are binding only if expressly confirmed as binding. Other timing information is an estimated planning date.

9.2 An agreed period begins only when all technical and content matters have been clarified, all required data, materials and approvals have been received and any advance payments due have been made.

9.3 Reasonable partial deliveries and partial performance are permitted where they are reasonable for the customer and do not impair the contractual purpose. Additional shipping costs will be charged only if agreed or if the customer caused the partial delivery.

10. Shipping, transfer of risk and international deliveries

10.1 Shipping will be carried out as agreed for the order, in particular through UPS, DHL, GO! Express or another suitable carrier. A particular carrier is required only if expressly agreed.

10.2 In the case of a sale involving carriage, the risk of accidental loss or deterioration passes to the customer when the goods are handed to the forwarding agent, carrier or other person designated to carry out shipment. The statutory rules on acceptance and transfer of risk apply to contracts for work and services.

10.3 The customer should document externally visible transport damage upon delivery and notify the carrier. Failure to notify the carrier does not restrict the customer’s statutory defect rights.

10.4 For international deliveries, the customer bears customs duties, import VAT, fees and other charges incurred in the country of destination unless a different delivery term has been expressly agreed. The customer must provide the information required for import, permits and customs clearance on time.

10.5 Deliveries are subject to applicable export control, sanctions and foreign trade laws. We may suspend or decline performance to the extent that performance would be unlawful.

11. Retention of title

11.1 Physical products supplied remain our property until all claims under the relevant order have been paid in full. Until then, the customer may use them for the agreed project as intended but may not sell, pledge or transfer them by way of security outside the ordinary course of business.

11.2 We must be informed immediately of any third-party access to goods subject to retention of title. Copyright and usage rights are governed exclusively by clause 15, independently of ownership of the physical product.

12. Acceptance of work

12.1 Where acceptance is required, the customer must accept work produced in accordance with the contract. Acceptance may not be refused due to immaterial defects.

12.2 Acceptance is otherwise governed by statutory law. Productive use, exploitation or transfer of work delivered as final constitutes acceptance if the customer had an opportunity to inspect it and begins such use without reserving a specific defect.

13. Defect rights

13.1 The expressly agreed quality is decisive. Information in catalogues, on websites or in samples constitutes a quality guarantee only if expressly identified as such.

13.2 Where the transaction is commercial for both parties, the duties of inspection and notification under section 377 of the German Commercial Code (HGB) apply. Other business customers must notify us in text form of obvious defects within seven working days after delivery or acceptance and of defects discovered later within seven working days after discovery, to the extent such inspection is reasonable in the proper course of business. Timely dispatch of the notice is sufficient.

13.3 In the event of a justified defect, we will, at our option, remedy the defect or provide a replacement, provided the chosen form of cure is reasonable for the customer. If cure fails or is unreasonable, the customer has the further rights provided by statutory law.

13.4 The limitation period for defect claims is twelve months from delivery or, where acceptance is required, from acceptance. This does not apply in cases of fraudulent concealment, an expressly assumed guarantee, damages claims under clause 17.2 or where mandatory statutory provisions prescribe longer periods, in particular statutory recourse claims.

14. Application, further processing and advice

14.1 The customer is responsible for selecting the means of attachment, installation, application and further processing and for checking the suitability of the finished product for the specific intended use and substrate, unless we have expressly undertaken those services or bindingly warranted a particular property.

14.2 In particular, the customer must independently check the compatibility of any adhesives, fixing, cleaning and processing agents used by it with the product, the substrate and third-party property.

14.3 Telephone or other technical application advice will be offered where possible. It is based on the circumstances communicated by the customer and our experience, but does not replace the customer’s project-specific assessment. A particular suitability or property is warranted only if expressly confirmed by us in text form.

14.4 We are not liable for damage to the property of the customer or a third party resulting from unsuitable attachment, installation, application, removal or further processing selected or carried out by the customer. This does not apply to the extent the damage is caused by a product defect attributable to us, performance undertaken by us, a bindingly warranted property, culpably incorrect advice or another breach of duty attributable to us.

14.5 Legally required safety information or warnings remain unaffected.

15. Works created by us and usage rights

15.1 Copyright and other intellectual property rights in designs, graphics, photographs, textures, reproductions, models, print data, 3D data, samples and other work results created by us remain with their respective rights holders. Purchasing a physical product or paying for manufacturing does not transfer copyright.

15.2 Unless expressly agreed otherwise, after full payment the customer receives a non-exclusive licence to use work results created by us and protected by copyright. The licence is worldwide and perpetual but limited in scope exclusively to the project identified in the order.

15.3 For film, television, stage and production-design projects, the project-specific licence includes, to the extent required for the contractual purpose, use of the work result within the production and the production’s worldwide, perpetual exploitation, reproduction, distribution, broadcast, public exhibition, making available to the public, advertising, press use, festival use and archiving. The customer may grant the necessary permissions to production companies, broadcasters, distributors, platforms and other exploitation partners involved in the project, but only to the extent required to exploit the identified project.

15.4 The licence does not include use in other projects, standalone reproduction or exploitation of the design, resale of design or production data, use as a template, merchandising or delivery of open or editable source files. Such uses require a separate agreement and fee.

15.5 Exclusive rights, additional adaptation rights and rights in open production files are granted only by express agreement. Rights in third-party components are governed by the applicable licence terms communicated to the customer.

15.6 Use beyond the scope granted may give rise to injunctive relief, information and damages claims. Criminal proceedings remain reserved where the statutory requirements are met.

16. Customer content, third-party rights and indemnity

16.1 The customer retains its rights in content supplied by it. For performance of the contract, the customer grants us the necessary non-exclusive rights to use and edit that content for the duration of order processing and any statutory retention periods.

16.2 The customer warrants that it holds all rights, consents and clearances required for the order in data, text, images, photographs, logos, trademarks, designs, models, templates and other content supplied by it. This includes, in particular, copyright, trademark, design, personality, name and property rights and required consents from depicted persons.

16.3 We are not required to conduct a comprehensive legal review of content supplied by the customer. We may decline or suspend processing where there are specific indications of an infringement, unlawful content or missing clearances.

16.4 The customer will indemnify us against justified third-party claims, including reasonable legal defence costs, to the extent the claims are based on content supplied by the customer, binding customer instructions or a non-contractual use caused by the customer, and the customer is responsible for the infringement. The indemnity does not apply to the extent we caused or are responsible for the infringement.

16.5 We will notify the customer immediately of any claims asserted, allow it to participate in the defence and will not acknowledge third-party claims without its consent, to the extent legally and practically reasonable.

17. Liability

17.1 We are liable in accordance with statutory law unless otherwise provided below.

17.2 Our liability is unlimited

• in cases of intent and gross negligence;
• for culpable injury to life, limb or health;
• under the German Product Liability Act;
• where a defect has been fraudulently concealed;
• within the scope of an expressly assumed guarantee; and
• where liability cannot lawfully be limited.

17.3 In the event of a slightly negligent breach of an essential contractual duty, our liability is limited to the damage foreseeable and typical for the contract at the time the contract was entered into. Essential contractual duties are duties whose performance makes the proper performance of the contract possible in the first place and on whose fulfilment the customer may ordinarily rely.

17.4 Liability for slightly negligent breach of duties other than essential contractual duties is excluded.

17.5 To the extent liability is excluded or limited under these Terms, this also applies to the personal liability of our legal representatives, employees and agents.

17.6 Within the limits set out above, liability for data loss is limited to the typical recovery cost that would have been incurred had the customer made proper and regular backups. This limitation does not apply in the cases set out in clause 17.2.

17.7 The specific provisions on customer materials, application, further processing, advice and third-party rights in clauses 6, 14 and 16 remain unaffected.

18. Reference use and confidentiality

18.1 Following the official release of a project, we may present the services we provided as references in our portfolio, on our website, in social media, presentations, pitches and corporate materials, identifying the project and customer. For this purpose, we may use work images created by us and project images that have already been lawfully published, to the extent required.

18.2 The customer grants us the necessary non-exclusive rights to customer-originated content or content made available for reference use, to the extent the customer is entitled to do so. This does not replace any rights required from third parties.

18.3 Confidentiality agreements, embargoes, secrecy interests and production requirements take precedence over reference use. The customer may object to reference use in text form before publication where it has a legitimate reason.

18.4 Both parties must keep confidential any project information identified as confidential or recognisably confidential by its nature. This does not apply to information that can be shown to be publicly known, lawfully obtained from third parties, independently developed or required to be disclosed by law.

19. Force majeure

19.1 Events outside a party’s reasonable control, including natural events, war, official measures, lawful industrial action, failures of energy, communications or transport infrastructure, cyberattacks despite reasonable protective measures and unforeseeable supply or raw-material failures, release the affected party from its performance duty for the duration and extent of the effects.

19.2 The affected party must notify the other party without undue delay and seek to limit the effects. If the impediment continues for more than 60 days, either party may terminate the unperformed part of the contract. Work already performed must be paid for.

20. Data protection

Personal data is processed in accordance with applicable data protection law. Details are provided in the separate privacy policy on our website. These Terms do not replace a privacy policy.

21. Governing law, place of performance and jurisdiction

21.1 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

21.2 To the extent legally permissible and unless otherwise agreed, the place of performance is the registered office of Spielzeugfabrik Penzing GmbH.

21.3 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is the registered office of Spielzeugfabrik Penzing GmbH. The same applies to entrepreneurs without a general place of jurisdiction in Germany. We remain entitled to sue the customer at its general place of jurisdiction.

22. Final provisions and contract language

22.1 Amendments and supplements to the contract must at least be made in text form unless a stricter form is required by law. Individual agreements remain unaffected.

22.2 If any provision of these Terms is or becomes wholly or partly invalid, the remaining provisions remain effective. Statutory law applies in place of the invalid provision.

22.3 The contract language is German unless expressly agreed otherwise in an individual case. An English translation is provided for convenience. In the event of discrepancies, the German version prevails.