GENERAL TERMS AND CONDITIONS OF SLX

Last Updated: 18 March 2026

Article 1: Applicability

1.1 These conditions apply to all offers, quotations, and agreements made by SLX (hereinafter: "SLX" or "Seller") and to all agreements that may result therefrom.
1.2 These conditions apply exclusively. The general terms and conditions of the Customer (hereinafter: "Buyer") are expressly rejected.
1.3 Deviations from these conditions are binding only if confirmed in writing by SLX.

Article 2: Offers and Quotations

2.1 All offers and quotations are without obligation and valid for 30 days unless stated otherwise.
2.2 Quotations are based on the information provided by the Buyer. If the information provided is incorrect or incomplete, SLX has the right to adjust the quotation or price accordingly.
2.3 If a quotation is not accepted, SLX reserves the right to charge the Buyer for costs incurred in preparing the offer, including but not limited to engineering time, drawings, or samples.
2.4 Images, drawings, weights, and dimensions provided in catalogs or brochures are approximate and non-binding unless expressly agreed in writing.

Article 3: Intellectual Property

3.1 All intellectual property rights, including but not limited to patents, copyrights, design rights, and know-how, relating to products, drawings, designs, software, models, and other materials provided by SLX, remain vested exclusively in SLX.
3.2 The Buyer may not reproduce, modify, reverse engineer, or disclose to third parties any such materials without prior written consent from SLX.
3.3 In case of breach of this article, the Buyer shall forfeit an immediately due and payable penalty of €25,000 per violation, without prejudice to SLX's right to claim additional damages.
3.4 Upon first request, the Buyer shall immediately return all materials provided by SLX.

Article 4: Designs, Materials, and Specifications

4.1 The Buyer is responsible for the accuracy and completeness of all specifications, drawings, and other information provided to SLX.
4.2 If the Buyer provides specifications or materials, the Buyer warrants that these do not infringe any third-party rights and indemnifies SLX against any claims arising from their use.
4.3 SLX reserves the right to make technical changes to products or designs that do not materially affect performance or functionality.
4.4 If the Buyer requests changes after the order is confirmed, SLX may adjust the price and delivery time accordingly. Such changes must be confirmed in writing.

Article 5: Prices and Payment

5.1 All prices are in Euros (€) or US Dollars ($) as stated, exclusive of VAT, import duties, packaging, shipping, and insurance, unless expressly agreed otherwise.
5.2 Unless otherwise agreed, payment terms are:

60% of the total price upon order confirmation
40% prior to delivery or upon completion of the goods
5.3 If the Buyer fails to pay on time, the Buyer shall be in default by operation of law. Statutory (commercial) interest shall be charged from the due date until full payment is received.
5.4 All extrajudicial collection costs shall be borne by the Buyer, calculated according to the Dutch Collection Costs Act (WIK) or a minimum of €100, whichever is higher.
5.5 The Buyer is not entitled to set off any claims against amounts due to SLX.

Article 6: Delivery and Risk

6.1 Delivery is EX WORKS (Incoterms 2020) from SLX's facility in the Netherlands, unless otherwise agreed in writing.
6.2 The risk of loss, damage, or theft of the products passes to the Buyer upon delivery as defined in 6.1, even if SLX arranges transport as a service to the Buyer.
6.3 Any delivery times stated are estimates and not binding, unless a fixed delivery time has been expressly agreed in writing.
6.4 The delivery period commences only after all technical details have been finalized, necessary materials are available, and any advance payment has been received.
6.5 If the Buyer fails to take delivery on time, the goods shall be stored at the Buyer's risk and expense. SLX shall be entitled to charge reasonable storage costs.

Article 7: Force Majeure

7.1 In case of force majeure, SLX has the right to suspend performance or dissolve the agreement without being liable for damages.
7.2 Force majeure includes, but is not limited to: war, terrorism, natural disasters, pandemics, government measures, raw material shortages, supplier failures, transport disruptions, strikes, and technical failures beyond SLX's control.
7.3 If the force majeure situation lasts longer than 60 days, both parties are entitled to dissolve the agreement in writing for the unperformed part, without any right to compensation.

Article 8: Warranty

8.1 SLX warrants that its products are free from defects in material and workmanship for a period of 12 months from the date of delivery, unless a different period is expressly agreed in writing.
8.2 The warranty is limited to repair or replacement (at SLX's discretion) of defective parts, provided that:

The defect is reported in writing within 14 days of discovery
The product has been used, installed, and maintained in accordance with SLX's instructions
The product has not been modified, repaired, or tampered with by unauthorized persons
8.3 The warranty does not cover:
Normal wear and tear
Consumable parts (e.g., lamps, filters, seals)
Damage caused by improper use, neglect, accident, or external factors (e.g., incorrect voltage, lightning, water damage)
Products that were not new at the time of delivery
8.4 For warranty claims, the Buyer shall return the defective product to SLX at its own expense. SLX will bear the cost of return shipment after repair or replacement.
8.5 Any parts replaced become the property of SLX.

Article 9: Liability

9.1 SLX's total liability for any claim arising from or related to the agreement or products is limited to the invoice value of the specific product giving rise to the claim.
9.2 SLX shall not be liable for:

Indirect or consequential damages, including but not limited to loss of profit, loss of business, loss of data, or damage to property
Damage arising from use of the product in combination with other equipment or systems
Damage resulting from failure to follow instructions or safety guidelines
9.3 Any claim against SLX shall become void if not instituted within 12 months after the claim arose.
9.4 The Buyer indemnifies SLX against all claims from third parties related to the products, including product liability claims, unless the damage is caused by intentional misconduct or gross negligence on the part of SLX.

Article 10: Retention of Title

10.1 All goods delivered by SLX remain the property of SLX until the Buyer has fully paid all amounts due under the agreement, including interest and costs.
10.2 Until title passes, the Buyer shall:

Not encumber or pledge the goods
Store the goods in a manner that clearly indicates SLX's ownership
Insure the goods against loss or damage
10.3 If the Buyer fails to pay, SLX has the right to reclaim the goods. The Buyer grants SLX access to its premises for this purpose.

Article 11: Cancellation and Termination

11.1 If the Buyer wishes to cancel an order after confirmation, SLX may agree to this at its sole discretion. The Buyer shall then be liable for:

All costs already incurred by SLX
A cancellation fee of 30% of the order value (or higher if specific materials have been procured)
11.2 SLX may terminate the agreement with immediate effect if the Buyer is declared bankrupt, applies for suspension of payments, or ceases business operations. All claims shall become immediately due and payable.

Article 12: Installation and Commissioning

12.1 Scope
If installation and/or commissioning of the delivered goods is agreed in writing, SLX shall perform these services at the location specified by the Buyer.
12.2 Customer Obligations
The Buyer shall, at its own expense, ensure that:

The installation site is prepared and ready on the agreed date, including all necessary foundations, connections (power, water, data), and structural supports
All required facilities are available, including but not limited to: adequate lighting, heating, lifting equipment, safety provisions, and a lockable, dry storage area for tools and components
Any necessary permits, licenses, or authorizations have been obtained
The Buyer's personnel are available to assist SLX's engineers as reasonably requested
The site complies with all applicable health, safety, and environmental regulations
12.3 Access and Safety
The Buyer grants SLX's personnel safe and unhindered access to the installation site during normal working hours. The Buyer is responsible for ensuring a safe working environment and shall indemnify SLX against any claims arising from site conditions, unless caused by SLX's gross negligence.
12.4 Delay Caused by Buyer
If installation is delayed due to the Buyer's failure to fulfill its obligations under 12.2, SLX reserves the right to:
Charge the Buyer for additional travel, accommodation, and labor costs at SLX's then-current hourly rates
Reschedule the installation to a later date as planning permits
Invoice the full amount for the goods and installation as if completed
12.5 Commissioning and Acceptance
Upon completion of installation, SLX shall perform functional tests to verify the system operates according to agreed specifications. The system shall be deemed accepted when:
The Buyer signs an acceptance certificate, OR
The Buyer uses the system commercially (e.g., for its intended purpose), OR
14 days have passed since SLX notified the Buyer of completion, without the Buyer providing a written, detailed list of defects
12.6 Minor Defects
Acceptance shall not be withheld due to minor defects or incomplete items that do not materially affect the system's intended use, provided SLX undertakes to remedy them within a reasonable time.
12.7 Warranty Start
The warranty period under Article 8 shall commence upon delivery (Article 6), unless installation is part of the agreement, in which case the warranty period starts upon acceptance under 12.5.
12.8 Travel and Expenses
Unless otherwise agreed, the Buyer shall reimburse SLX for all reasonable travel, accommodation, and subsistence expenses incurred by SLX's personnel during installation. An estimate shall be provided in advance.

Article 13: Completion of Work

13.1 The work shall be deemed to have been completed when:

The Buyer has approved the work
The work has been used by the Buyer; if the Buyer uses only part of the work, such part shall be deemed to have been completed
SLX gives written notice to the Buyer that the work has been completed and the Buyer does not indicate in writing within 14 days of the notice whether or not the work has been approved
The Buyer does not approve the work on account of minor defects or missing parts which can be repaired or supplied within 30 days and which do not prevent the use of the work
13.2 If the Buyer does not approve the work, they shall be obliged to give written notice of this to SLX specifying the reasons.
13.3 If the Buyer does not approve the work, they shall give SLX the opportunity to complete the work anew. The provisions of this article shall then apply once again.

Article 14: Claims

The Buyer may no longer invoke an instance of non-performance if they do not lodge a written claim with SLX within 14 days of the date on which they discover the defect or could reasonably be expected to discover it.

Article 15: Uncollected Goods

If goods have not been collected by the time the delivery period expires, they shall continue to be held available for the Buyer. Uncollected goods shall be stored at the expense and risk of the Buyer.

Article 16: Payment (Supplementary)

16.1 Payment shall be made at the place of business of SLX or by remittance to an account designated by SLX.
16.2 The full claim for payment shall be immediately due and eligible if:

A payment period has been exceeded
The Buyer has been declared bankrupt or has applied for a suspension of payments
The property or accounts receivable of the Buyer are seized
The Buyer (being a legal entity) is wound up or liquidated
The Buyer (being a natural person) is made the subject of a guardianship order or dies
16.3 If payment has not been made within the agreed period for payment, the Buyer shall immediately owe interest to SLX. The interest shall be 10% per year or the statutory rate of interest, whichever is the higher. For the purpose of calculating the interest, part of a month shall be treated as a full month.
16.4 If payment has not been made within the agreed period for payment, the Buyer shall owe SLX all extrajudicial costs of recovery, subject to a minimum of €50. The costs shall be calculated on the basis of the following table:
On the first €3,000: 15%
On any additional amount up to €6,000: 10%
On any additional amount up to €15,000: 8%
On any additional amount up to €60,000: 5%
On any additional amount over €60,000: 3%
If the extrajudicial costs actually incurred are higher than those in the above-mentioned table, the costs actually incurred shall be owed.
16.5 If SLX is held to be in the right in legal proceedings, all costs which they have incurred in connection with the proceedings shall be borne by the Buyer.

Article 17: Retention of Title (Supplementary)

17.1 After delivery of the goods, SLX shall retain title to them as long as the Buyer:

Fails or will fail to perform their obligations under this agreement or other similar agreements
Fails or will fail to pay for activities performed or yet to be performed under such agreements
Has not paid claims that result from the non-observance of the above-mentioned agreements such as damage, penalties, interest, and costs
17.2 As long as title to delivered goods is retained by SLX, the Buyer may not encumber them other than in the normal course of their business.
17.3 After SLX has invoked their reservation of title, they may retake possession of the delivered goods. The Buyer shall allow SLX to enter the place where the goods are situated.
17.4 If SLX is unable to invoke the retention of title because the delivered goods have been mingled, distorted, or changed by way of accession, the Buyer shall be obliged to grant SLX a lien on the newly created goods.

Article 18: Termination

If the Buyer wishes to terminate the agreement in circumstances where SLX is not in default and SLX agrees to this, the agreement shall be terminated by mutual consent. SLX shall in that case be entitled to compensation of all pecuniary damage, such as any loss suffered, loss of profit, and costs incurred.

Article 19: Applicable Law and Dispute Resolution

19.1 All agreements and disputes are governed exclusively by the laws of the Netherlands.
19.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded, nor is any other international regulation the exclusion of which is permissible.
19.3 Any disputes shall be submitted to the competent court in the district where SLX is established, unless mandatory law prescribes otherwise. SLX retains the right to submit disputes to the court of the Buyer's domicile.
19.4 The parties may agree a different form of dispute resolution such as arbitration or mediation.

SLX
The Netherlands
info@searchlightxl.com

Dutch Engineering. Since 2005.