As on: January 2026

1.         Purpose and Scope

(1)        Except where expressly agreed otherwise, these Terms and Conditions of Sale shall apply to all contracts, supplies and other services between SLV GmbH (“SLV”) and other businesses as defined in Section 14 of the German Civil Code (BGB), public-law entities and special public-law funds, acting in the course of their commercial or independent professional activities and not for private purposes (the “Customer[1]”). We check that our customers are legitimate businesses during registration and order processing. The contract shall only become valid if this review is completed successfully.

(2)        Conflicting, deviating or additional general terms and conditions from the customer shall only become part of the contract where we have expressly agreed to their validity in writing. This requirement for agreement applies regardless, including, for example, where we make delivery to a Customer unconditionally, despite being aware that the Customer has their own general terms and conditions. Any provision restricting assignment which conflicts with this shall be expressly overridden.

(3)        Our terms and conditions of sale apply to sales of all products. This is regardless of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433 and 650 of the BGB). They shall also apply to all future transactions with the customer. These contract terms and conditions shall become part of the contract when part of an ongoing business relationship with the customer, even where no specific reference is made to their being applicable in individual cases.

(4)        Customers do not operate as manufacturers in the area of the products in the contract.

(5)        Legally applicable statements and notifications from the customer relating to the contract (such as reports of defects, setting deadlines, withdrawal or price reduction) must be submitted in writing, either in written or text form (e.g., letter, email, fax).

(6)        SLV reserves the right to revise these General Terms and Conditions of Sale at any time. The General Terms and Conditions of Sale valid at the time of the order shall apply at all times, in particular for future transactions.

(7)        SLV is entitled to assign any debts arising from any business relationship.

 

2.         Quotes and effectiveness of contract

(1)        Except where agreed otherwise, our quotes are non-binding and are subject to the ability of our suppliers to deliver. This shall also apply in particular where we have provided the customer with catalogues, technical documentation (such as drawings, plans, calculations, costings, references to DIN standards) and other product descriptions or documents (including in electronic form).

We reserve the intellectual and property rights to all documents provided to the customer in connection with placing individual orders or with the business relationship with SLV as a whole. These documents may not be made available to third parties except where we give the customer our express written consent.

(2)        We reserve the right to make technical changes and changes to the product shape and/or colour and/or weight until the contract is effective. Product descriptions, information in quotes, catalogues, brochures or operating instructions do not constitute a guarantee of quality or service life except where stated expressly.

(3)        When customers place orders, regardless of the means, this constitutes a non-binding offer to enter into a contract under Section 145 of the BGB, which we have two days to accept from receipt. Customer orders shall be deemed accepted at the latest when they are confirmed in writing by SLV, or delivered immediately or by an agreed time, or made available for collection by the customer.

(4)        Customers can in particular order items from our webshop. However, this requires prior customer registration. This can be done either in person by telephone, by email or directly via our registration form on the website. If registration is approved, the customer is issued with an SLV customer number which can be used to log in to our webshop. After logging into the webshop, customers can initiate the order process by selecting item from our product page and clicking on the “Add to basket” button. The selected item is then temporarily saved in the shopping basket. If the customer clicks on the “Shopping basket” button at the top right, which rings the number of items selected, they are redirected to a page where their shopping basket is displayed. The required order quantity for the items can be edited and updated there by clicking on “Qty: 1" or "Remove". Additional products can be added to the basket using quick entry and the item code then clicking on the “Add” button, or by repeating the above step using the “Items” or “Continue shopping” buttons. The order process continues via the “Checkout” button, where the order is displayed on the following page, taking into account the payment terms stored in the commercial management system based on the credit information obtained. There, you can also select the shipping method and any other order options, check the invoicing and delivery address provided and, if required, enter a delivery address which is different from the invoice address. The customer makes a legally binding declaration that they wish to purchase the selected items in the quantity shown (contractual offer) by clicking the “Buy now” button. In doing this, the customer also accepts the General Terms and Conditions of Sale and the Privacy Policy linked next to the button for prior review.  Confirmation of receipt of the customer's order is sent by email automatically immediately after the order is sent. The contract offer is accepted as described in clause 2(3). The text of the contract accepting these General Terms and Conditions is stored electronically and is accessible to the customer from t he personal login area.

(5)        The current version of these General Terms and Conditions of Sale is available for download at https://www.slv.com/de-de/agb.html and at https://www.slv.com/de-de/service/downloads.html.

(6)        Contracts can be agreed in German, English, Dutch, Spanish and French.

(7)        SLV has not subscribed to any particular codes of conduct.

3.         Reserved customers group

SLV reserves the right to supply the customer groups set out below exclusively. Customers may not actively sell to those customer groups

Online-only retailers are businesses which sell goods to end users exclusively via an internet portal and which do not also have permanent bricks-and-mortar business premises with their own address and regular opening hours.

B2C hybrid retailers are businesses which sell goods to consumers as defined in Section 13 of the BGB via an internet portal, even if they also have permanent bricks-and-mortar business premises with their own address and regular opening hours.

Sales to consumers shall be deemed to take place if access to the online portal is not granted exclusively to businesses and either gross prices are shown as defined in Section 3(1) of the German Price Indication Regulation (PAngV) or gross prices are highlighted as defined in Section 3(3) of the PAngV.

In particular, businesses listed in the interpretative guidance available on request from SLV are deemed to be traders as defined above, although the list is not exhaustive and may be updated regularly by SLV for better understanding.

4.         Retention of title

(1)        The retention of title agreed below has the effect of securing any present or future sums owed by the Customer to SLV arising from the supply relationship between the parties for luminaires, light sources and related accessories, including any outstanding balances from trading accounts limited to this supply relationship (secured debts).

(2)        We reserve title in the items purchased until all secured sums owed have been paid in full. Where a Customer is in breach of contract, particularly in the event of non-payment, we shall be entitled to demand the return of the items purchased once a reasonable deadline for remedy set by ourselves has passed. Our demand for return of goods also constitutes cancellation of the contract.

(3)        Customers may, until the contract is terminated under Clause 2 above, process and sell the goods in the ordinary course of business. This right may be revoked by SLV. Customers are not authorised to dispose of the goods subject to retention of title in any other way, in particular by offering or assigning them as security. We are to be notified immediately in writing in the event that an application is made to commence insolvency proceedings, or if a third party seizes the goods belonging to us (e.g. attachment orders).

(4)        The Customer hereby assigns to us in full all rights in respect of the goods subject to retention of title which accrue from resale or for any other legal reason over their customers or third parties, regardless of whether the item purchased has been resold without or after processing. We accept this assignment. Where there is a trading account between SLV and the Customer in accordance with Section 355 of the German Commercial Code (HGB), this up-front assignment also refers to the undisputed balance. The Customer remains authorised to collect the amount owed for their own account and on their own behalf even after being assigned. Our right to collect the amount owed ourselves remains unaffected by this. However, we agree not to collect, provided the Customer meets their payment obligations accordingly. If the Customer is in breach of contract, we may require the Customer to disclose the amounts assigned and the respective debtors, provide all information necessary for collection, hand over the relevant documentation and notify the respective debtors of the assignment.

(5)        If the goods subject to retention of title are inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item purchased (total invoice amount, including VAT) to the other combined or mixed items at the time of combining or mixing. If the combination or mixing takes place in such a way that the Customer's item is to be regarded as the main item, it is agreed that the Customer shall transfer co-ownership to us on a pro rata basis. We accept this transfer. The Customer shall hold any sole ownership or co-ownership thereby created on our behalf and at no charge.

(6)        We undertake to release the securities to which we are entitled on demand from the Customer, where the realisable value of our securities exceeds the amounts to be secured by more than 10%

(7)        We may exercise our rights to retention of title without terminating the contract.

5.         Terms of payment

(1)        Except where agreed otherwise in individual cases, our current “ex works” prices (EXW per Incoterms 2020) at the time the contract is agreed shall apply, plus VAT at the applicable rate. However, we reserve the right to adjust prices to reflect changing market conditions, material changes in procurement costs, or similar situations.

(2)        Except where agreed otherwise, the purchase price is due without deduction immediately upon invoicing and receipt of the goods. We reserve the right to make a delivery in whole or in part only against payment in advance or cash on delivery. We shall disclose any such stipulation no later than when confirming the order.

(3)        If payment by SEPA direct debit has been agreed and the contractual partner has issued a corresponding SEPA direct debit mandate, the upcoming direct debit will generally be notified together with the invoice, and in any event will be notified again no later than one calendar day before the due date of the direct debit (advance notice/“pre-notification”). The Customer expressly agrees that, in order to facilitate payment transactions, the deadline for notifying the Customer of collection of a due payment may be brought forward to one day prior to the debit. The Customer is obliged to ensure that there are sufficient funds in the account specified in the SEPA mandate and to ensure that the amounts due can be collected. This obligation shall also apply if, on certain occasions, the Customer does not receive notification in advance or does not receive it in time. The Customer must notify us immediately in writing of any change to their bank details together with a new, fully completed SEPA mandate.

(4)        The Customer shall be in default upon expiry of the payment deadline applicable in the individual case (Clause 2). Whilst in default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to bring additional claims for damages caused by late payment. Without prejudice to our other statutory rights, we may make further deliveries under the same legal relationship conditional on payment in advance while payment is overdue, until all amounts outstanding have been settled. In the event of default on more than one liability, all amounts owed by the Customer shall fall due for payment immediately.

(5)        The Customer shall only be entitled to rights of set-off and retention if any amounts we owe have been legally established, are not disputed or have been acknowledged by us. The Customer also has a right of offset against amounts we owe where claims have been made for defects or counterclaims under the same contract.

(6)        If, after agreeing the contract, we have reasonable doubt concerning the Customer's creditworthiness, or lack of capital or liquidity, or if the original credit extended increases as a result of late payment, we shall be entitled to demand appropriate security. If the Customer does not comply with such a demand within a reasonable time, we shall be entitled to withdraw from the contract.

6.         Delivery terms and conditions

(1)        Delivery is “ex works” (EXW per Incoterms 2020). The “works” is also the point of supply for the order and the point of any subsequent supply.

(2)        In the event that the Customer requests goods to be sent to another destination (sale involving carriage of goods), the Customer shall be responsible for carriage costs. Except where otherwise agree in a contract, we can determine the type of carriage (packaging, delivery route, transport company) ourselves. Where we do not charge the actual shipping costs incurred in each individual case, a flat-rate shipping fee shall apply for deliveries within Germany, the amount of which can be requested by calling +49 2451 48330 or sending an email to info@slv.de. Costs for deliveries abroad are different and can also be requested by calling +49 2451 48330 or by sending an email to info@slv.de.  We reserve the right to make part-deliveries where the retailer agrees this is reasonable. If the Customer requests part-deliveries, we will charge shipping costs for each part-delivery.

(3)        The risk of accidental loss and accidental damage shall pass to the Customer when the goods are handed over to the Customer. For sales involving the carriage of goods, the risk of accidental loss, accidental damage and the risk of delay shall pass to the Customer upon delivery of the goods to the transport company or carrier.

(4)        Dates mentioned by SLV in a quote or order confirmation do not constitute a binding commitment to a delivery date. The delivery date shall be subject to SLV taking delivery from its own supplier correctly and on time. If SLV does not receive delivery, despite having placed a corresponding order with a reliable supplier allowing plenty of time, SLV shall be released from its obligation to perform and may terminate the contract. SLV is obliged to notify the Customer immediately if the stock becomes unavailable after the order has been placed and to refund any amount already paid by the Customer without delay.

(5)        If we are unable to deliver on time due to other unforeseen circumstances occurring after the contract is agreed, for which we are not responsible, the lead time shall be extended appropriately accordingly, even if we are already late. We shall notify the Customer of this immediately and at the same time advise the anticipated new delivery date. If the goods or service are also not available by the new delivery date, we shall be entitled to withdraw fully or partly from the contract; we will promptly refund any payment already made by the Customer. The goods or service are in particular deemed not available for the purposes of this clause in cases of force majeure affecting either ourselves directly or our supply chain in terms of our suppliers and their subcontractors.

(6)        The occurrence of a delay in delivery shall be determined in accordance with the statutory provisions, provided that in any case the Customer must issue a reminder in writing. In the event of late delivery, SLV's liability is limited to 5% of the net delivery value affected by the late delivery. We reserve the right to prove that the Customer has suffered no damage at all or only materially less damage.

In the event of late delivery, the Customer is obliged, at SLV's request, to confirm within a reasonable time whether they still insist on delivery or wish to withdraw from the contract due to the delay and/or demand compensation instead of performance of the contract.

(7)        Our statutory rights shall remain unaffected, in particular where we are released from our obligation to perform (due to it being impossible or unreasonable to perform the contract and/or do so later, for instance).

7.         Rights in respect of defects

(1)        The statutory provisions shall apply to the Customer's rights in the event of material defects and defects of title, except where specified otherwise below.

(2)        Customer claims in respect of defects require that the Customer has met their obligations to inspect and report defects in accordance with Section 377 of the HGB. This means the Customer must inspect the goods received immediately for any discrepancies in quality and quantity and report any defects, especially where the goods are intended to be installed.

(3)        In order to meet this obligation to inspect and report defects in accordance with Section 377 of the HGB, the Customer is obliged to inspect the item purchased immediately upon receipt in respect of type, quantity and quality, and for this the following inspection method is agreed: to inspect the item purchased, it is to be powered up and put into operation on a test basis. Where the delivery includes a larger quantity of goods (a larger quantity of goods means 25 or more items purchased as part of a single order), meaningful random samples in accordance with the above inspection method are acceptable, but also necessary, to meet the obligation to inspect and report defects. Samples should be taken in such a way that they provide information about the quality of all goods purchased and delivered as part of the order. If obvious defects are discovered during inspection, these must be reported immediately, and no later than within 3 calendar days. Complaints should include a description of the functional defect. If a defect becomes apparent later that cannot be detected by the above inspection method upon receipt of the item purchased (hidden defect), the Customer must notify SLV of the hidden defect immediately, and no later than 3 days after becoming aware of it. In all cases, the decisive factor is receipt of the defect report by SLV.

(4)        In the case of drop shipments or direct deliveries, the Customer shall make suitable organisational arrangements to ensure that the obligation to inspect and report defects is complied with; SLV affords the Customer the opportunity to perform the inspection at its own warehouse immediately before despatch and agrees to inspection by the subsequent purchaser.

(5)        In the event that the Customer neglects or fails to meet its obligation to inspect the goods and/or report defects properly, we accept no liability for the defect not being reported or not being reported on time or not being reported properly in accordance with the statutory provisions. If the Customer, in particular, fails to inspect the relevant external and internal properties of the goods before installation or attachment, they are acting with gross negligence as defined in Sections 439(3) and 442(1)(2) of the BGB. In such event, the Customer's rights regarding defects in these properties are only valid if the defect in question was fraudulently concealed or a guarantee for the quality of the goods was given.

(6)        If the Customer discovers defects in the goods, they may not dispose of them, i.e. they may not be resold or processed further until agreement has been reached on how to handle the complaint. The customer is obliged to provide SLV with the reject item, or samples of it, for the purpose of investigating the complaint. If the Customer deliberately refuses to comply, any warranty rights shall be forfeited. In the event of a defect, we shall refund any costs as necessary for inspection purposes and for subsequent remedy in accordance with statutory provisions and these General Terms and Conditions of Sale. However, we may demand from the Customer a refund of costs incurred due to an unreasonable request to remedy a defect where the Customer knew or could have known that there was in fact no defect.

(7)        In the event of justified complaints, we shall initially provide a warranty for material defects or defects of title, taking into account the nature of the defect and the legitimate interests of the Customer, either by repair or replacement at our discretion. If the subsequent remedy fails (Section 440(2) of the BGB), or if this is not done despite a reasonable deadline and grace period set by the Customer, the Customer shall be entitled (without prejudice to any claims for damages under Section 10 of these Terms and Conditions of Sale) at its own discretion to demand a reduction or, where the defect is not merely trivial, to withdraw from the contract.  We reserve the right to refuse subsequent remedy under statutory provisions.

(8)        Where the Customer has installed the defective goods into another item or attached them to another item in accordance with their type and intended use at the point of transfer of risk, it may demand reimbursement of expenses for removal of the defective goods and installation or attachment of the repaired or subsequently delivered goods (“removal and installation costs”) from SLV in accordance with Section 439(3) of the BGB only in accordance with the following provisions:

Only those removal and installation costs shall be considered necessary within the meaning of Section 439(3) of the BGB which relate to the removal and installation or attachment of identical products, were incurred based on normal market rates and are evidenced by the Customer through suitable documentation provided at least in writing. The Customer shall have no right to payment in advance for dismantling and installation costs. The Customer may not, without our prior consent, automatically offset claims for reimbursement of removal and installation costs against the purchase price or any other amounts payable.

Claims from the Customer over and above the necessary dismantling and installation costs, in particular costs for consequential damage caused by defects such as loss of profit including notional profit margin, operating downtime costs or additional costs for replacement purchases are not dismantling and installation costs and are therefore not eligible for reimbursement as part of subsequent remedy in accordance with Section 439 (3) of the BGB.

If the costs claimed by the Customer for subsequent remedy as defined in Section 439(3) of the BGB are disproportionate in certain cases, particularly in relation to the purchase price of the goods in perfect condition and taking into account the materiality of the breach of contract, the seller shall be entitled to refuse reimbursement of these expenses.

(9)        If the Customer receives faulty assembly instructions, we shall only be obliged to supply correct assembly instructions and only where the fault in the assembly instructions prevents proper assembly.

(10)     Clause 9 (Liability) shall apply to claims for damages or reimbursement of wasted expenses for material defects.

8.         Assumption of guarantee

Independently of the statutory warranty, SLV offers the Customer a service-life guarantee on SLV luminaires and light sources, subject to the current version of the guarantee conditions available from the download area of the SLV website www.slv.com.

9.         Returns

For all other returns of goods which are neither covered by warranty nor manufacturer guarantee, the current version of the SLV Returns Policy applies, which can also be accessed in the download area of ​​the SLV website www.slv.com.

10.       Liability

(1)        SLV shall be liable in accordance with statutory provisions if the Customer brings claims for damages based on intent or gross negligence, including intent or gross negligence on the part of its representatives or secondary agents. Furthermore, SLV shall be liable for intentional or negligent breaches of essential obligations under the contract in accordance with statutory provisions. Essential obligations under the contract are those where compliance is essential for the proper performance of the contract and on which the other party to the contract may reasonably rely. Except where SLV is accused of intent or gross negligence, liability for damages is limited to foreseeable damages which typically occur in contracts of this type. This does not imply a change in the burden of proof to the detriment of the Customer.

(2)        Liability for intentional or negligent injury to life, limb or health remains unaffected. Liability under the Product Liability Act also remains unaffected.

(3)        Any other claims for damages, regardless of their legal basis, are excluded. This shall also apply if the Customer demands reimbursement for wasted expenses instead of the claim for damages.

11.       Miscellaneous

(1)        German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.

(2)        If the Customer is a business, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office. The same applies if the Customer does not have a usual place of jurisdiction in Germany or if its place of residence or usual address is unknown at the time the action is brought.

(3)        Except where stated otherwise in the order confirmation, our place of business shall be the point of supply.

(4)        Should any clause in these terms and conditions of sale be or become invalid or ineffective, the remainder of the terms and conditions shall remain unaffected. The ineffective or invalid clause shall be replaced by a legally effective provision which comes as close as possible to the financial intent of the ineffective or invalid clause.

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[1] For ease of reading, the masculine form of personal designations is used throughout this text. This refers to all genders. The shortened form of language is for editorial purposes only and carries no value judgment.

QUALITY REQUIREMENTS AND AREA RESTRICTIONS

The products of SLV GmbH, Daimlerstraße 21-23, 52531 Übach-Palenberg, Germany (referred to in the following as SLV) are positioned on the market as quality goods and already have an appropriate image. This image is to be looked after and developed by both parties in future. At the same time, the products involve providing in-depth advice to customers from both a technical and an aesthetic point of view, which must also be provided by downstream resellers if requested. If agreements are made for the benefit of SLV in the following, this constitutes a contract for the benefit of third parties.

In order to safeguard these requirements, the parties agree the following quality criteria for the sale of the goods that are the subject of the contract, whereby the special features of the different sales channels are taken into consideration with the goal of having a uniform quality level.

The following conditions apply to the sale of the SLV products by resellers in stationary sale:

I. Electrical wholesalers

1. The dealer must have a business address which has controlled opening times and can be visited by commercial customers during this time.
2. The dealer must provide product advice from qualified personnel.
3. The dealer must have the possibility of storing the contracted goods.
4. The dealer must take measures to promote the sales of the contracted goods such as advertising brochures inserted into newspapers and magazines.
5. The dealer must offer its customers information material, the minimum being the latest version of the “BIG WHITE” SLV catalogue.

II. Specialist traders

1. The dealer must carry out his activity full time.
2. The dealer must have a business address which has controlled opening times and can be visited by customers during these times.
3. The dealer must provide advice from qualified personnel.
4. The dealer must have a free hotline which is sufficiently manned during normal business hours to take customer calls at short notice. The hotline must be manned by sufficiently knowledgeable persons.
5. The presentation of the products must be in line with the ambience of a specialist business and must correspond with the image of the products as quality goods. It is particularly important for the products not to be displayed with completely different types of product (e.g. clothing, sports goods etc.). The products must be presented with a uniform appearance and the recognition of the product and the brand (“look & feel”) must be guaranteed;
6. The dealer must take measures to promote the sales of the contracted goods such as advertising brochures inserted into newspapers and magazines.
7. The dealer must offer its customers information material, the minimum being the latest version of the “BIG WHITE” SLV catalogue.

III. Electrical installers

1. The dealer must carry out his activity full time.
2. The dealer must have a business address which has controlled opening times and can be visited by customers during these times.
3. If the dealer does not have such a place of business, he must be reachable by the end customer during normal opening times and visit the customer in a suitable way if necessary, e.g. at the construction site.
4. The dealer must provide advice from qualified personnel.
5. The dealer must take measures to promote the sales of the contracted goods such as by giving appropriate customer advice.
6. The dealer must offer its customers information material, the minimum being the latest version of the “BIG WHITE” SLV catalogue.

The following conditions apply to the sale of the SLV products by dealers in online trade:

1. The dealer must carry our his activity full time; The dealer must fulfil the following technical requirements in his online presence:

• Fast page display,
• Use of high-resolution product photos in detailed views,
• User-friendly navigation, e.g. SLV products can be searched through in a structured way according to brands and product categories.

3. The dealer is obliged to have the required specialist knowledge to adhere to the distance selling law specifications and monitor adherence to these specifications;

4. The dealer shall market the SLV products actively and use measures such as search machine optimisation, taking the terms of this framework agreement into consideration.

5. The products must be shown in a top quality manner. In particular, the following criteria must be adhered to:

• In domain names of online shops or other web sites which are used to advertise the products, no word or word constituent may be used which is detrimental to the quality image of SLV or its products (e.g. “cheap”);
• The dealer web site that is used for selling must correspond with the claim of the SLV products and the ambience of a specialised dealer for the product concerned. It is particularly important for the products not to be displayed with completely different types of product (e.g. clothing, sports goods etc.). The products must be presented with a uniform appearance and the recognition of the product and the brand (“look & feel”) must be guaranteed;
• At least the company name “SLV” must appear in the display of the overview page of each product (e.g “SLV Wall Light"...). At the bottom, where the detailed description of the product appears, the company name and the SLV logo must be used for the product display, which is allowed for this purpose for the duration of this contract, but not licensed;

6. Product images must be shown in high-quality that is equivalent to the quality shown in the pictures published in the main SLV catalogue. The pictures provided by SLV must be used if an image usage agreement is drawn up. The copyright ownership of SLV must be shown in close proximity to the product photography (e.g. directly beneath the image) as follows: “© SLV (exclusive rights)“.

7. The dealer must provide telephone advice from qualified personnel. Dealers must set up a telephone customer service hotline which is sufficiently manned during normal opening times in order to deal with customer calls at short notice in order to carry out services which go beyond product advice, particularly in warranty cases. The hotline must be manned by knowledgeable persons. A clearly visible reference to the hotline must appear on the web site, specifying the telephone number, the opening times and the e-mail address;

8. If a dealer also has a stationary sales room, a reference to this showing contact data and the opening time for the public must be provided;

9. The above-mentioned criteria also apply to the sale of SLV products via sales and auction platforms;

The dealer is subject to territorial restrictions to the extent to which SLV has reserved delivery to certain areas or to certain customers for itself or individual third parties.

The following list of reserved areas is highly confidential:

List of reserved areas

1. Austria
2. France
3. Belgium
4. Luxembourg
5. Italy
6. Switzerland
7. UAE
8. Norway
9. Netherlands
   10. Portugal
   11. Slovenia
   12. Czech Republic
   13. Slovakia
   14. Denmark
   15. UK
   16. Spain

The dealer may not carry out direct or indirect selling in a reserved area; passive sales are excepted from the restriction.

Active selling in this sense means actively approaching customers in these areas by means of advertising in the media, the Internet or using other sales-promoting measures which are targeted at these customers. This includes the sending of mass e-mails in the form of newsletter campaigns or targeted advertising in the national language of a reserved area.

The placement of area-specific banners on third party web sites which can also be called up in reserved areas represents active selling in the areas in which the banners are displayed.

Payments for a search engine or online advertising provider such as AdWords campaigns with the goal of reaching customers in a certain area with advertising represents a form of active selling. The same applies to registering a domain with the top-level extension of another country which belongs to a reserved area.

Passive selling is the carrying out of unsolicited orders from individual customers. i.e. the delivery of goods to or the provision of services for these customers.

The operation of a dedicated web site which can also be accessed in a reserved area represents passive selling if the web site is called up by a customer and contact with the dealer takes place, resulting in the goods being sold.

Dealers who exclusively operate at wholesale level may not sell the contracted goods to end consumers. Irrespective of the selected sales channel, the following applies:

1. The goods may only be sold on to commercial resellers if the buyer is also contractually obliged by the dealer to adhere to the conditions laid down in this contract, with the exception of the area restrictions. This text concerning the above-mentioned quality requirements and the delivery mandate must be used for inclusion in the respective contracts. The visual preparation and display of the sample texts (layout, font, logo) is up to the dealer;
2. SLV is entitle to make the origin of the goods traceable by using certain criteria such as control numbers.
3. As soon as the dealer discovers that the defined conditions are not being adhered to by the dealer’s customer, the dealer must send a written request to his customer to adhere to the quality requirements, setting an appropriate deadline of no more than 10 days, and notify SLV of the situation;
4. If the customer does not comply with this request within the set deadline, the dealer must stop delivering to his customer until the quality requirements are being adhered to;
5. SLV is authorised to take representative legal action against the dealer’s customer regarding the dealer's request for adherence to the above-mentioned conditions from the respective purchasing agreements.