1. Subject of contract and scope (1) The basis for the legal relationship between us and the dealer are exclusively these terms and conditions of sale and the framework agreement that may have been agreed between SLV and the dealer, which has priority over this contract in the event of conflicts. Dealers are those contract partners who sell products which have been acquired from us to third parties (end customers or other dealers), irrespective of the sales channel.

(2) Our terms and conditions of sale apply to all product sales.

(3) Contradictory, differing or supplementary general business conditions belonging to the dealer shall only become a constituent of the contract if we have expressly agreed to the validity thereof in writing. This agreement requirement applies in any case, including if we make the delivery to the dealer without reservation with the knowledge of his general terms and conditions, for example.

(4) These terms and conditions of sale apply exclusively to purchase contracts with companies in accordance with § 14 BGB and legal entities under public law and special funds under public law who are acting in their commercial or independent professional activity and not for private purposes. In order to ensure that they are used by our dealers in this respect, we carry out an entrepreneurial status check as part of registration/order processing. The contract is concluded under the deferred condition that this check has a positive outcome.

2. Contract conclusion (1) Dealers can initiate the ordering procedure by selecting the goods on our product site and clicking on the “Add to shopping cart” button. This temporarily stores the selected product in the shopping cart. If the dealer clicks on the “Shopping cart” button at the top right, which displays the number of stored products in a circle, he will be taken to a page on which he can log in (if he is already registered with us as a specialist dealer) or register. Registration takes place with by clicking on the “Become a dealer” button and then entering the information that is requested, or entering his SLV customer number and the stored e-mail address and clicking on the “Send” button if the dealer is already listed with SLV as a specialist dealer. If the dealer is already registered, the login takes place using the information which we have stored (customer number and password) and then clocking on the “Login” button. Once the dealer has logged in, he is shown the contents of his shopping cart. The required item order quantity can be adjusted by clicking on “1 item” or “Remove” and updated. More products can be added to the shopping basket using the quick entry facility and the item number and clicking on the “Add” button or by repeating the above-mentioned step using the “Products” or “Continue shopping” button. The ordering procedure is continued by clicking on the “Check out” button, whereupon the order is displayed on the next page. This is where the delivery method, the type of payment and any other ordering options can be selected, the specified invoice and delivery address can be checked and a delivery address which differs from the invoice address can be specified if necessary. The dealer officially declares that he wishes to procure the selected products in the displayed quantity (contract offer) by clicking on the “Buy now” button and acknowledging and accepting our linked terms and conditions and data protection statement beforehand by clicking on the box next to them. E-mail confirmation of receipt of the order from the dealer shall be provided immediately after the order has been sent. We are entitled to accept the contract offer in the order within 2 days of receipt (contract acceptance). The contract acceptance shall take place either in writing, by taking payment by direct debit or by delivering the goods.

(2) The right to make technical changes and changes to the design and/or colour and/or the weight of the product is reserved until the contract is concluded. The product descriptions, information in quotation documents and operating instructions do not constitute a guarantee of quality or service life unless this is expressly stated.

(3) The languages that is available for the conclusion and fulfilment of the contract are German and English. The contract shall be stored by us and the current version thereof is accessible to the dealer at address https://www.slv.com/de-de/agb.html and at https://www.slv.com/de-de/service/downloads.html as a download.

(4) SLV is not subject to any special code of conduct.

3. Retention of title (1) The retention of title agreed in the following is used to safeguard all respective existing current and future claims from SLV to the dealer from the delivery relationship that exists between the parties concerning luminaires, lamps and associated accessories (including outstanding balances from a current account agreement limited to this supply relationship).

(2) The right to the ownership of the purchased item is reserved until full payment of all secured claims has been made. If the dealer behaves in a way that is in breach of the contract, particularly late payment, we are entitled to demand the return of the purchased item after setting an appropriate deadline for this to take place. At the same time, the demand for return entitles us to withdraw from the contract.

(3) The dealer is entitled to process and sell the purchased item until the withdrawal from the contract (para. 2) within the scope of a proper business transaction. The dealer does not have the right to pledging or chattel mortgaging. The dealer shall assign the accounts receivable pertaining to the purchased item which accrue to the dealer against its customers or third parties from the resale or for another legal reason to the full extent with immediate effect, regardless of whether the purchased item has been resold with or without further processing. We accept this assignment. The dealer is entitled to request payment of these accounts receivable on his own account and in his own name, even after the assignment. Our authority to request payment of the accounts receivable ourselves remains unaffected. However, we are obliged to desist from requesting payment for as long as the dealer fulfils his payment obligation. If the dealer is in breach of the contract, we can ask him to inform us of the assigned claims and their debtors, provide all of the information for collection, hand over the associated documents and notify the respective debtor of the assignment.

(4) If the subject of the purchase is inseparably connected or mixed with objects which do not belong to us, we shall acquire ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other attached or mixed objects at the point of time of connection or mixing. If the connecting or mixing takes place in such a way that the dealer’s object can be regarded as the main object, it is agreed that the dealer shall transfer proportional co-ownership to us. We accept this transfer. The dealer shall take care of the sole ownership or co-ownership which occurred in this way for us.

(5) We are obliged to release the securities to which we are entitled by request of the dealer if the achievable value of our securities exceeds the claims to be secured by more than 10 %; the choice which securities to release is up to us.

4. Payment terms (1) Our prices are understood to be “ex works” (EXW according to Incoterms 2010), plus the applicable amount of VAT. The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the purchased item. We reserve the right to make some or all of a delivery only against advance payment or COD. We will declare an appropriate reservation no later than with the order confirmation. When the payment deadline elapses, the customer is regarded as late with payment. The purchase price shall accrue interest at the currently applicable interest rate during the period of lateness. The right to exercise additional lateness penalties is reserved.

(2) The dealer only has offsetting and retention rights if his counter-claims are legally valid, uncontested or accepted by us. The dealer is also entitled to offsetting against our claims if defect claims or counter claims from the same contract are asserted.

(3) If a payment has been agreed using a SEPA direct debit and the contract partner has issued an appropriate SEPA direct debit mandate, the following applies: Advance warning of the impending direct debit collection will be provided, usually with the invoice, and one more time in any case until no later than one calendar day before payment is due (“pre-notification"). The dealer declares that he expressly agrees that in order to make payment transactions easier, the basic 14-day deadline for providing information about the collection of a payment that is due can be reduced to one day before the payment. The dealer is obliged to ensure that there is sufficient financial cover in the account mentioned in the SEPA mandate, and to ensure that the amounts which are due can be collected. This obligation also exists if the dealer does not receive advance information or does not receive it on time in isolated cases. The dealer must provide written notification of every change to his bank details together with a fully completed new SEPA mandate immediately.

(4) If we have justified doubt concerning the creditworthiness of the dealer, find out about underfunding or liquidity gaps after the contract has been concluded, or the original credit volume increases as a result of late payment, we are entitled to request appropriate securities. If the dealer does not fulfil such a request within an appropriate time, we are entitled to withdraw from the contract. The same applies if other events occur at a dealer’s and we do not become aware of them until the contract has been concluded. We are the entitled to bill for partial deliveries as separate business. If our payment conditions are not met or other events occur at the dealer’s which make his creditworthiness appear doubtful or we do not become aware of such situations which existed before the contract was concluded until later, irrespective of our other legal rights we can make other deliveries from the same legal relationship dependent upon advance payments until the repayment of the outstanding claims for as long as the payment is outstanding.

5. Terms of delivery (1) Delivery shall take place “ex works” (EXW according to the Incoterms 2010). We are entitled to make partial deliveries, provided that this is appropriate for the dealer concerned. If the partial delivery is made by request of the dealer, we will charge delivery costs for each partial delivery. Packaging, delivery costs, transport costs and insurance shall be billed for separately.

(2) The costs for delivery abroad are different and can be obtained from us by calling +49 2451 48330 or sending an e-mail to [email protected].

(3) The delivery date promised by SLV should only be regarded as approximate, unless a fixed delivery date has been expressly agreed. If delivery has been agreed, the delivery date applies from the point in time of handover to the third party who has been commissioned to carry out the transport.

(4) If we are prevented from making on-time delivery for reasons for which we are not responsible, (non-availability of service) we shall notify the dealer about this immediately and shall notify him of the probable new delivery date at the same time. If the service is also unavailable within the new delivery date, we are entitled to partially or fully withdraw from the contract; we shall reimburse any consideration that has already been made by the dealer. A case of non-availability of the service in this respect is particularly failure by our suppliers to deliver on time, if we have concluded a congruent hedging transaction, if neither we nor our supplier is at fault or if we are not obliged to purchase in isolated cases.

(5) The start of the delivery delay shall be determined by the legal regulations. However, a reminder by the dealer is required in any case. If we are late with delivery, the dealer can claim lump-sum compensation for his delay damage. The lump-sum compensation shall be 0.5 % of the net price (delivery value) for each complete calendar week, but no more than 5 % of the value of the delayed delivery. We have the right to provide proof that the dealer has not suffered damage or has suffered considerably less damage than the above-mentioned lump sum.

(6) The rights of the dealer acc. to number 7 of these conditions of sale and our legal rights, particularly in the event of exclusion of the service obligation (e.g. because of impossibility or unreasonableness of the service and/or subsequent fulfilment) remain unaffected.

6. Defect rights (1) The legal regulations apply to the rights of the dealer in the effect of material defects or legal deficiencies, unless otherwise determined in the following. Defect claims from the dealer require him to fulfil his duty to give notice of complaints and duty of inspection according to § 377 HGB.

(2) In order to comply with the duty to give notice of complaints and duty of inspection according to § 377 HGB, when he receives the purchased item the dealer is obliged to check the type, quantity and condition thereof immediately, whereby the following examination method is agreed: In order to check the purchased item, it must be connected and started up for test purposes. If the delivery consists of a large quantity of products (25 purchased items or more within the scope of an order), a meaningful number of random samples in accordance with the above-mentioned examination method is sufficient to fulfil the duty to give notice of complaints and duty of inspection, but is also required. The random sampling must be carried out in such a way that it provides information about the condition of all of the purchased items within the scope of the order. If obvious defects are found during the examination, notification thereof must be provided immediately, but within no more than 3 calendar days. The complaint must be accompanied by a description of the functional defect. If a defect appears later which could not be detected by the above-mentioned examination method when the purchased item was received (concealed defect), the dealer must show the concealed defect to SLV immediately but within no more than 3 calendar days of discovery. The receipt of the defect notification is decisive in all cases.

(3) In the event of drop shipments or direct deliveries, the dealer must take suitable organisational measures to ensure that the duty of examination and notification is adhered to; SLV shall give the dealer the opportunity to carry out the examination in the warehouse just prior to delivery, and is in agreement with examination by the secondary buyer.

(4) For material defects or legal deficiencies we shall initially provide a guarantee by our choice of reworking or replacement. If the subsequent delivery fails (§ 440 clause 2 BGB), the dealer basically has the choice of demanding a price reduction or withdrawal from the contract.

(5) If the dealer receives defective installation instructions, we are only obliged to deliver defect-free installation instructions, and this only applies if the defect in the operating instructions prevents proper installation.

7. Acceptance of warranty The guarantee conditions mentioned in https://assets.slv.com/fileadmin/documentation/Deutsch/Garantiebedingungen_Dasar_Premium_3.0.pdf apply to the DASAR® PREMIUM product series.

8. Liability (1) The liability of SLV for damage caused by simple negligence is excluded, provided that no loss of life, injury, damage to health or claims in accordance with the product liability act occur. The liability for simple negligence is not affected in the event of violation of cardinal obligations, i.e. obligations whose fulfilment makes it possible to carry out the contract and adherence to which the dealer can rely at regular intervals; however, the liability is restricted to compensation for the damage which is associated with the contract in a typical way and is foreseeable in this case.

(2) The same applies to obligation infringements by agents of SLV.

9. Returns The return guideline which can be viewed at [https://assets.slv.com/f/113144/x/093788943c/all_slv_terms_and_conditions_of_warranty_dasar_premium.pdf (https://assets.slv.com/f/113144/x/093788943c/all_slv_terms_and_conditions_of_warranty_dasar_premium.pdf)] applies to returns of our goods.

10. Final provisions (1) German law applies, excluding the UN Sales Law and the legislation points of international private law.

(2) If the dealer is a businessman, 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 is our headquarters. The same applies if the dealer does not have a general place of jurisdiction in Germany or the dealer’s domicile or place of residence is unknown at the point in time when legal proceedings are instituted.

(3) Unless otherwise stated in the order confirmation, the place of fulfilment is our headquarters.

(4) If a clause of these sales conditions becomes invalid or ineffective, the remainder of the conditions are unaffected. The ineffective or invalid clause shall be replaced with legally valid condition which comes as close as possible to the original clause.

Quality Requirements

The products of SLV GmbH, Daimlerstraße 21-23, 52531 Übach-Palenberg (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 lookedafter amd 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, wehreby 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 bycommercial customers during this time.

2) The dealer must provide product advice from qulified 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 newspaper and magazines.

5) The dealer must offer its costumer 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 adress 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 comepletly 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 costumers 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 costumer during normal opening times and visit the costumer in a suitable way if necessary, e.g. at the construction site.

3) The dealer must provide advice from qualified personnel.

4) The dealer must take measures to promote the sales of the contracted goods such as by giving appropiate customer advice.

5) The dealer must offer its costumers 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 out his activity full time;

2) The dealer must fulfil the following technical requirements in his online presence:

• Fast page
• Use of high-resolution product photos in detailed views
• User-freindly 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 comepletely 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 products 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 the dealer operates a domain in a foreign country, specialist advice must be available in the respective national languages. The statutory requirements in the respective country of sale must also be adhered to, particulary the tax regulations, and the distance selling regulations. The dealer must also provide customer-oriented returns processing. The requirements laid down here also apply accordingly.

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

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

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
2. requirements and the delivery mandate must be used for inclusion in the respective contracts. The visual preparation and display of
3. the sample texts (layout, font, logo) is up to the dealer;
4. SLV is entitle to make the origin of the goods traceable by using certain criteria sucg as control numbers.
5. As soon as the dealer discovers that the defined conditions are not being adhered to the quality requirements, setting an appropriate
6. deadline of no more than 10 days, and notify SLV of the situation;
7. If the costumer does not comply with this request within the set deadline, the dealer must stop delivering to his costumer until the
8. quality requirements are being adhered to;
9. SLV is authorised to take representive legal action against dealer's costomer regarding the dealer's request for adherence to the above-
10. mentioned conditions from the respective purchasing agreements.