General terms and conditions

Terms of sale and delivery of SLS - Smartlightsolutions GmbH for business customers

Last updated: 05.10.2026

1. Scope and contracting parties

1.1 These terms apply to sales and deliveries by SLS - Smartlightsolutions GmbH, Linsenkamp 8b, 22175 Hamburg, Germany, hereinafter “SLS”, to businesses within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. They do not apply to contracts with consumers within the meaning of section 13 BGB.

1.2 These terms are incorporated when the relevant contract is concluded. Merely using our website or submitting a non-binding enquiry does not create a purchase contract. These terms apply to subsequent transactions only insofar as their application has been validly agreed.

1.3 The customer's conflicting terms apply only if SLS expressly agrees to them. Individual agreements take precedence over these terms. Statutory requirements as to form remain unaffected.

2. Quotations and conclusion of contracts

2.1 Product presentations on the website and in general documentation are not binding contractual offers. Quotations from SLS are non-binding unless expressly designated as binding or subject to a specified acceptance period.

2.2 A contract is concluded by accepting a binding offer or by SLS confirming an order. Confirmation may be provided in text form, particularly by email. A different individual agreement remains possible.

2.3 The agreed products, quantities, models, characteristics and delivery terms are decisive. Information in general documentation does not constitute a separate guarantee unless one is expressly given. Agreed characteristics and mandatory statutory requirements remain unaffected.

2.4 The customer must communicate any special requirements concerning use or compatibility before the contract is concluded. Subsequent changes to performance, costs or delivery times require agreement; they do not take effect unilaterally solely on the basis of these terms.

3. Prices and payment

3.1 The agreed prices apply. Unless otherwise stated, prices are in euros excluding statutory VAT. Shipping, packaging and other incidental costs are specified in the quotation. For cross-border deliveries, responsibility for duties and import costs follows the agreed delivery term.

3.2 Changes to agreed prices after conclusion of the contract require agreement with the customer. Statutory rights remain unaffected.

3.3 Unless otherwise agreed, invoices are payable without deduction within ten calendar days of receipt. Agreed advance payments are due on the agreed date. Available payment methods are stated in the quotation or invoice.

3.4 Default in payment is governed by law. For payment claims not involving a consumer, default interest of nine percentage points above the basic interest rate and the statutory flat-rate default charge of 40 euros apply where the relevant conditions are met. The right to claim further recoverable losses is reserved; statutory offsets are taken into account.

3.5 The customer may set off undisputed or legally established claims and claims arising from the same contractual relationship. A right of retention for claims arising from the same contractual relationship remains in place. Failure to dispute an invoice promptly does not constitute acceptance of all invoice items.

4. Delivery, transport and transfer of risk

4.1 Delivery dates and periods are governed by the agreement. An agreed delivery period presupposes that the necessary technical and commercial information has been clarified and that agreed cooperation or advance payments have been provided. The actual effects of delayed cooperation are taken into account.

4.2 Unless otherwise agreed in the quotation or order confirmation, delivery is DAP to the agreed delivery address under Incoterms® 2020. SLS organises transport to the named destination. The allocation of risk and costs, including unloading and, where applicable, import clearance, follows this delivery term. Separately stated, agreed shipping costs remain payable.

4.3 Where a different delivery term has been agreed, that term, the named place and the applicable version of Incoterms govern. Matters not covered by them are governed by statutory provisions. Incoterms do not regulate transfer of ownership or payment terms.

4.4 Reasonable partial deliveries are permitted provided that they do not impair the purpose of the contract. SLS bears any resulting additional shipping costs unless otherwise agreed.

4.5 Where possible, obvious transport damage should be documented on receipt and reported to SLS promptly. This organisational request does not create an additional blanket exclusion of statutory rights. Statutory inspection and notification duties under section 6 remain unaffected.

5. Exceptional impediments to performance

5.1 Events beyond a party's reasonable control that cannot be avoided even with reasonable care may justify a temporary adjustment of the time for performance. These may include natural disasters, war, lawful official measures or comparable significant disruptions. Ordinary operational disruptions or avoidable procurement problems do not in themselves constitute force majeure.

5.2 The affected party shall notify the other party without undue delay of the impediment and its expected duration and make reasonable efforts to remedy it. Periods are extended only by the actual duration of the impediment plus a reasonable restart period. Amounts already paid for services that can no longer be provided will be refunded.

5.3 If such an impediment continues for more than 30 calendar days and continuing with the unfulfilled performance is unreasonable, either party may withdraw from the contract to that extent. Statutory rights of withdrawal, termination and damages remain unaffected. Liability is governed by section 7.

6. Rights in respect of defects and limitation periods

6.1 Rights in respect of material defects and defects in title are governed by law unless otherwise validly agreed below. These terms do not exclude any promised characteristics or contractually intended use.

6.2 If the purchase is a commercial transaction for both parties, the inspection and notification duties of section 377 of the German Commercial Code (HGB) apply. Recognisable defects must be reported without undue delay following an inspection appropriate in the ordinary course of business. A latent defect that appears later must be reported without undue delay after discovery. Statutory exceptions, particularly in cases of fraudulent conduct, remain unaffected.

6.3 In the event of a defect, SLS is initially entitled to provide subsequent performance in accordance with statutory provisions. The customer retains the statutory choice between repair and replacement; statutory rights to refuse performance remain in place. SLS bears the legally required costs of subsequent performance.

6.4 If subsequent performance fails, is justifiably refused or is unreasonable, or a necessary reasonable period expires without success, the customer may reduce the price, withdraw or claim damages subject to the statutory conditions. Damages are governed by section 7.

6.5 Claims for defects in delivered movable goods generally become time-barred one year after delivery. This reduction does not apply to fraud, guarantees given, claims under the Product Liability Act, damage to life, body or health, intent or gross negligence. Nor does it apply to damages for breach of essential contractual obligations under section 7.2, the cases covered by section 438(1), nos. 1 and 2 BGB, or statutorily protected supplier recourse claims, particularly under sections 445a, 445b and 478 BGB. In those cases, the relevant statutory periods or guarantee terms apply. Statutory provisions on withdrawal and price reduction remain unaffected.

6.6 Damage arising only after the transfer of risk from improper use, unauthorised intervention or disregard of applicable instructions does not, by itself, give rise to claims for defects. Rights relating to pre-existing defects or defects for which SLS is responsible remain in place.

6.7 Agreeing returns in advance and, where applicable, issuing a return number facilitates processing. Neither is an additional condition for statutory rights in respect of defects. Any voluntary manufacturer's guarantees exist alongside statutory claims and do not replace them.

7. Liability

7.1 SLS is liable in accordance with statutory provisions for intent and gross negligence, culpable injury to life, body or health, under the Product Liability Act and for fraud. Liability under guarantees given follows their terms. Mandatory statutory liability remains unaffected.

7.2 For a breach of an essential contractual obligation caused by ordinary negligence, SLS is liable for foreseeable damage typical of the contract. Essential contractual obligations are those whose fulfilment enables proper performance of the contract and on whose observance the customer may regularly rely.

7.3 Otherwise, liability for ordinary negligence is excluded. These provisions also apply to the personal liability of SLS's legal representatives, employees and persons engaged in performing its obligations, insofar as permitted by law.

8. Retention of title and security

8.1 Delivered goods remain the property of SLS until all secured claims arising from the business relationship have been paid in full. The customer must treat goods subject to retention of title with care and notify SLS without undue delay of attachments or other third-party interventions.

8.2 The customer may resell goods subject to retention of title in the ordinary course of business. The customer hereby assigns to SLS claims arising from their resale up to the invoiced value of the goods, including VAT; SLS accepts the assignment. The customer remains authorised to collect these claims as long as SLS's legitimate security interests are not jeopardised.

8.3 Where goods are processed or inseparably combined with other goods, SLS acquires co-ownership, insofar as legally possible, in proportion to the invoiced value of the goods subject to retention of title relative to the value of the other goods at the time of processing or combination. The retention-of-title provisions apply accordingly to this co-ownership. Processing creates no additional performance obligations for SLS.

8.4 In the event of a significant, unremedied breach of duty, particularly payment default, SLS may enforce security rights and revoke authority to collect claims subject to the statutory conditions. Surrender of goods is demanded only on a statutory basis. An insolvency application does not automatically terminate the contract solely under these terms; mandatory insolvency law remains unaffected.

8.5 At the customer's request, SLS releases security of its own choosing insofar as its realisable value exceeds the secured claims by more than ten per cent.

8.6 If, after conclusion of the contract, it becomes apparent that SLS's claim to consideration is jeopardised by the customer's inability to perform, rights to refuse performance, request security and, where applicable, withdraw are governed by statutory provisions, particularly section 321 BGB. A reminder alone does not automatically make all claims not yet due immediately payable.

9. Documentation and intellectual property rights

Product images, trade marks, drawings, documentation and other materials are subject to the rights of SLS or the respective rights holders. Any use beyond performance of the contract, permission granted or uses permitted by law requires the relevant authorisation.

10. Data protection

SLS processes personal data of customers and business contacts to initiate and perform contracts, fulfil statutory obligations and safeguard legitimate interests in accordance with the GDPR and applicable data protection law. The relevant information is provided in the privacy policy on our website or at the time of collection. Acceptance of these terms does not constitute consent to advertising or tracking.

11. Governing law and jurisdiction

11.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory applicable statutory provisions remain unaffected.

11.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, Hamburg is the agreed place of jurisdiction insofar as legally permitted. Mandatory international jurisdiction rules apply to cross-border transactions; a valid jurisdiction agreement must satisfy their requirements. Statutorily exclusive places of jurisdiction remain unaffected.

11.3 If an individual provision is invalid, the statutory legal consequences apply. The remaining provisions remain valid in accordance with law; an invalid provision is not automatically replaced by the economically most extensive permissible clause.