Terms and Conditions

1.1) The offers of the company SLS are non-binding. Orders are considered accepted only if SLS provides a written confirmation to the client (C). If the client refers to terms other than those of SLS, they apply only to the extent that they do not contradict SLS’s terms and do not expand the legal rights of the client, even if the client’s terms state otherwise and SLS does not object, carries out the delivery and service without objection, or they are accepted by the client.

1.2) Recurring contracts with customers are considered concluded even without explicit reference to these conditions.

2.1) The place of performance for all obligations of the contracting parties is Dahn. If a different delivery point of SLS is specified in the contract, it is considered as an alternative place of performance for SLS’s services.

2.2) Delivery and prices from SLS apply ex works. Prices in euros are to be paid in euros. The currently applicable value-added tax, packaging and shipping costs, as well as any customs duties, taxes, or similar charges triggered by cross-border deliveries, are added.

2.3) If the energy, raw material, labor, insurance, and transportation costs underlying the production or delivery of the contractual products change after the conclusion of the contract, SLS may adjust the prices reasonably, to the extent that SLS is responsible for the increased costs. If the demand of the client, which was the basis for pricing at the conclusion of the contract, changes significantly, SLS is entitled to a reasonable price adjustment.

2.4) Orders without price specifications will be executed at the currently valid daily prices. The clause “as usual” refers only to the quality, not the price.

2.5) All orders are executed in customary quality. The suitability for the intended purpose is to be verified by the client, and the client is responsible for any necessary approvals, consents, and authorizations from governmental or private third parties. SLS does not provide any guarantee for these, and the client indemnifies SLS from any claims by third parties. This applies to goods, drawings, samples, calculations, descriptions, tools, models, etc. The client particularly assumes liability for not infringing on third-party intellectual property rights.

2.6) Paragraph 2.5 also applies to samples. Samples are considered approximate type samples.

3.1) Payment is due from the date of the invoice, within 10 days with a 2% discount, or within 30 days net without any deduction. At the latest, payment must be made by the last day of the month following the invoice date. SLS reserves the right to demand earlier payment.

3.2) Bills of exchange or checks are accepted only for fulfillment and without guarantee of protest, and only by agreement. Payments are considered made only when SLS can definitively dispose of the invoice amount plus all incidental claims after deducting all its costs and is released from any liability for bills of exchange.

3.3) If a deterioration in the financial circumstances of the client occurs after the conclusion of the contract, endangering the payment claim, or if the client is in default, SLS may request advance payments or securities for further deliveries. Until the payment of the advance or the provision of securities, SLS is not obliged to continue production. Delivery deadlines and dates are adjusted to the operational schedule of SLS. The client bears the costs of downtime and conversion. Undelivered contractual products can be withheld. Other legal rights of SLS, such as withdrawal, termination, etc., remain in effect if the conditions are met.

3.4) In case of exceeding the agreed-upon term, SLS is entitled to charge default interest at a rate of 4% above the discount rate of the Deutsche Bundesbank, unless the client proves that no damage has occurred, or the damage is significantly lower than the above-mentioned interest rate. SLS is entitled to claim proven higher damages.

3.5) The client has no right of retention or refusal of performance against SLS’s claims. The client can offset claims against SLS only if his counterclaims are undisputed or legally established.

4.1) The date of the order confirmation is decisive for delivery and performance deadlines. However, they do not commence until all details of the order are clarified, and all documents to be provided by the buyer have been submitted or an agreed-upon advance payment has been received. The delivery deadline is considered met if the goods have left the factory/warehouse or if readiness for dispatch has been communicated by its expiration. In the case of early delivery, the time of delivery is determined by the actual delivery and not the originally agreed-upon time. Production for delivery begins when the client has accepted the pre-production samples. If the client has accepted the pre-production samples, their quality is considered contractually compliant. The pre-production samples are deemed accepted if the client does not state otherwise in writing within 10 days of submission. The period begins on the day of dispatch or presentation of the pre-production samples.

4.2) If deliveries are not made in a timely manner due to negligence, the client can withdraw from the contract if the exceeding of the delivery deadline is not insignificant, after providing SLS with a written reasonable grace period unsuccessfully. A grace period is not required if, due to the exceeding of the deadline, the deliveries are demonstrably no longer usable for the client. The client has the same right if deliveries are partially delayed in a manner that only complete deliveries make sense according to the content of the contract.

4.3) Claims for damages due to delay or impossibility or incapacity for which SLS is responsible are limited to 0.5% per started calendar week, in total not exceeding 5% of the value of that part of the total delivery that cannot be used in a timely or contractual manner due to SLS’s delay or impossibility.

4.4) Cases of force majeure that wholly or partially prevent SLS from fulfilling its obligations release SLS from the obligation to fulfill the contract until the cessation of force majeure. The impossibility of an adequate supply of raw and auxiliary materials, the nature of transport, traffic disruptions, operational disruptions in the SLS operation or in related operations connected with fulfillment, strikes, lockouts, etc., are considered equivalent to force majeure. Section 279 of the German Civil Code (BGB) remains inapplicable in this and other cases.

4.5) If shipment is delayed at the customer’s request or if the customer is responsible for the delay or is in default, the costs incurred by storage, at least one-half of one percent of the invoice amount for each month, will be charged to the customer, starting one month after notification of readiness for shipment. After a reasonable grace period, SLS is entitled to dispose of the goods in another way. Other legal rights of SLS remain unaffected.

4.6) Partial deliveries or partial services are permissible if SLS has a legitimate interest, and these are reasonable for the client.

4.7) Compliance with the delivery deadline requires the fulfillment of the client’s contractual obligations.

5.1) The client bears the risk of transportation in any case, regardless of whether the shipment is made from the place of performance/warehouse, SLS performs or arranges for the shipment, and who bears the freight costs. The same applies to partial deliveries. The insurance of the shipment is solely the responsibility of the client and is at his expense, as are generally the freight and packaging costs. SLS reserves the right to determine the method and route of shipment without guarantee for the fastest and cheapest transportation, unless there are shipping instructions from the customer.

5.2) If the goods are ready for shipment and the shipment or acceptance is delayed for reasons not attributable to SLS, the risk passes to the customer no later than on the day of notification of readiness for shipment, to the extent that it has not already passed to the customer according to other provisions.

6.1) The delivered goods remain the property of SLS until full payment of all claims arising from business transactions between SLS and the client (C). The inclusion of individual claims in a current account, as well as drawing a balance and its acknowledgment, does not affect the retention of ownership. Payment is considered made only upon receipt of the equivalent value by SLS.

6.2) The client is authorized to resell the reserved goods in the ordinary course of business, but pledging or transferring them as security is not allowed. The client is obligated to secure SLS’s rights when reselling reserved goods on credit.

6.3) The client hereby assigns the claims arising from the resale of reserved goods to SLS. SLS accepts this assignment. Regardless of the assignment and SLS’s right of collection, the client is entitled to collect as long as they fulfill their obligations to SLS and do not fall into financial insolvency. Upon request by SLS, the client must provide the necessary information about the assigned claims to SLS and inform the debtors of the assignment.

6.4) If the reserved goods are sold together with other goods, whether without or after processing, combining, mixing, or blending, the agreed-upon advance assignment applies only to the extent of the invoice value of the reserved goods sold together with the other goods.

6.5) The client must immediately inform SLS, handing over the necessary documents for intervention, of any enforcement measures by third parties on the reserved goods or the assigned claims. If this is neglected, not only the client but also its managing directors are personally responsible for the resulting damage.

6.6) The client is obliged to insure the reserved goods at their own expense against loss and risk at replacement value and assign all resulting claims to SLS upon request.

6.7) The retention of ownership of delivered goods also applies until complete release from contingent liabilities that we have incurred in the interest of the client.

7.1) Tools necessary for the execution of an order, such as injection molding and extrusion tools, are manufactured on behalf of the client. The resulting tool costs are generally borne by the client, unless an agreement has been made at the time of placing the order that only a portion of the tool costs is to be covered by the client. Of these tool costs, 50% is to be paid at the time of placing the order, and the remaining 50% is to be paid upon submission of the pre-production samples without any deduction. If the client has only covered a portion of the agreed tool costs, SLS is entitled to invoice the remaining costs if the minimum order quantities agreed upon with the client prove to be incorrect. Until the tool is fully paid, SLS is not obligated to start production. Delays or shifts resulting from this are at the expense of the client.

7.2) The manufactured tools become the property of the client but remain in the possession of SLS and are exclusively used for the client’s orders. Storage is free of charge unless otherwise agreed in writing. SLS is not liable for damage during storage, with liability limited to intent and gross negligence, including representatives, agents, or vicarious agents. If the tool is to be insured, the client must arrange for this. Claims against third-party tortfeasors not mentioned in sentence 4 are assigned to the client as necessary. The client cannot demand the return of the tool. The client can request the destruction of the tool in writing. If the client does not pay for the tool or the goods delivered to him in a timely manner or if no further orders are received longer than one year after the last delivery, and destruction has not been requested in writing, SLS can continue to use or dispose of the tools at its discretion, and the storage obligation by SLS lapses. The rights from the preceding sentence are only available to SLS if SLS has previously set a deadline of at least one month for the client to place a new order or request further storage by SLS. In the latter case, the client must bear the costs of storage until the next order in the usual quantity. In the event that this provision (7.2) should be ineffective, SLS remains the owner of the tools from the beginning.

7.3) Also, in the case of deliveries based on drawings, specifications, samples, etc. provided by the client, the client assumes liability to ensure that no third-party intellectual property rights are violated and that the manufactured and delivered items are used for the intended purpose. Paragraph 2.5 also applies in this case. Ownership of drawings, samples, calculations, descriptions, models, etc., remains with SLS, and SLS retains copyright to such items and tools. The client may not make such items and tools accessible to third parties, not even for inspection, let alone exploit or evaluate them. Services are generally provided on the basis of the currently applicable DIN standards, specifically for profiles DIN 16941, even if customer drawings prescribe tolerances different from this DIN standard. Exceptions are only valid if deviations are confirmed in writing by SLS.

7.4) If the manufacture of a tool by SLS is not possible or unreasonably burdensome for technical or operational reasons, SLS is entitled to withdraw from the contract. The client will receive their previous payment back. Further claims by the client are excluded. The client will be promptly informed of the impossibility of producing the tool.

7.5) Preparatory work, sketches, drafts, pre-production samples, tools, and similar work initiated by the client are billed even if the order is not placed.

8) Complaints regarding incorrect deliveries or quantity discrepancies must be made promptly, but no later than 14 days after receipt of the goods, in writing. Objections to the invoicing of deliveries and services must be raised in writing against SLS no later than 2 weeks after receiving the invoices.

9.1) The warranty period for non-conforming deliveries and services is 6 months from the delivery of the contractual object or acceptance of the service. Before using the delivery, the client (C) must examine the suitability and quality for the intended purpose. After connection, mixing, or processing of our delivery, all warranties and damage claims are excluded. If the shipment or acceptance of deliveries is delayed for reasons not attributable to SLS, warranty claims end no later than 9 months after the notification of readiness for shipment.

9.2) Warranty claims for spare parts and rectifications expire 6 months after the completion of the warranty measure, but no later than 9 months after the beginning of the original warranty period.

9.3) Warranty claims initially only cover replacement delivery upon return of the delivered defective goods.

9.4) In the case of repeated unsuccessful replacement delivery or rectification, the client may, at their discretion, demand a reduction in compensation or cancellation of the contract. Furthermore, SLS is not liable. This limitation does not apply in cases of intent or gross negligence, including those of legal representatives, agents, or vicarious agents.

9.5) Minor color deviations cannot be objected to. For items not newly manufactured and other services, all warranty rights and claims for damages are excluded.

9.6) As far as the liability for vicarious agents is limited to intent or gross negligence, further limitations of liability are always reserved.

10.1) SLS is liable for damages not caused by itself to the delivered/performed object due to non-conforming deliveries or services or tortious acts, excluding liability for lost profit and loss of use, only to the extent that coverage exists under the operational and product liability insurance – unless otherwise specified above. This limitation does not apply in cases of intent and gross negligence. This liability provision also applies to the benefit of employees, agents, and legal representatives of SLS.

10.2) The same applies to claims arising from negligence at the time of contract formation.

11.1) Claims for damages not caused by itself to the delivered/performed object or tortious acts, absence of guaranteed characteristics, and negligence at the time of contract formation expire in accordance with Section 9.1.

11.2) Without prejudice to rules imposing the burden of proof on the client, the client has the burden of proof for all circumstances not within the responsibility of SLS.

12) SLS may have its delivery and performance obligations carried out by third parties without affecting the client’s rights against SLS.

13.1) Agreements other than those stipulated in the order confirmation from SLS, the contract for deliveries and services, or these general terms and conditions have not been made.

13.2) Cancellation, modification, and supplementation of the agreed-upon conditions require written form. Proof of the cancellation or invalidation of the written form also requires written form.

14.1) The law of the Federal Republic of Germany is agreed upon. The business language is German.

14.2) The place of jurisdiction for all disputes arising from the business relationship, as well as its inception and effectiveness, including those arising from bills of exchange and checks, is Pirmasens. However, SLS is also entitled to invoke the court of the client at its discretion.

15) If a provision of this contract is ineffective or unenforceable, this does not affect the validity of the contract as a whole. In such a case, the parties undertake to replace the ineffective or unenforceable provision with an effective and enforceable one that corresponds as closely as possible to the spirit and purpose of the provision to be replaced.