Terms & Conditions
1. Scope and Applicability
1.1. These General Terms and Conditions of Sale (“Terms”) govern all quotations, offers, sales, and deliveries of products and related services (“Products”) provided by EKSMA Optics, UAB, legal entity code 300624547, address Dvarčionių st. 2B, LT-10233 Vilnius, Lithuania (“Seller”) to any legal person or natural person acting for purposes relating to its trade, business or profession (“Buyer”).
1.2. By placing an order, the Buyer acknowledges and agrees to be bound by these Terms in full. Any conflicting or additional terms contained in the Buyer’s documentation shall be void unless expressly accepted in writing by the Seller.
1.3. Where the Seller and the Buyer have signed a separate written agreement (such as a framework, supply or OEM agreement), that agreement shall prevail over these Terms to the extent of any conflict. Specific terms stated in the Seller’s quotation or Order Confirmation shall prevail over these Terms.
1.4. The Seller reserves the right to amend these Terms without prior notice. The version in force at the time of order confirmation shall apply. The current version, with its effective date, is published at www.eksmaoptics.com.
2. Prices and Quotations
2.1. Unless otherwise stated in the Seller's quotation or Order Confirmation, all prices are quoted net, exclusive of VAT, customs duties, brokerage, import fees, freight, insurance and any other applicable charges. The applicable delivery term shall be determined in accordance with Section 4.2.
2.2. All taxes, duties, and other governmental charges related to the transaction shall be borne solely by the Buyer.
2.3. Unless otherwise stated in the quotation, quotations are valid for thirty (30) calendar days from the date of issue. After expiry, the Seller may revise the price, lead time and other conditions.
2.4. Quotations are non-binding until the order is confirmed in writing by the Seller. The Seller reserves the right to revise prices before order confirmation due to changes in material, labour, transportation, or exchange rates. Prices stated in the Order Confirmation are fixed.
2.5. Unless otherwise agreed, all prices are stated in Euros (EUR).
3. Orders and Acceptance
3.1. Orders may be submitted by mail, by e-mail, online or through authorised distributors. Mailing address: Dvarčionių st. 2B, LT-10233 Vilnius, Lithuania. E-mail: info@eksmaoptics.com. Online: www.eksmaoptics.com. Orders placed with an authorised distributor are governed by that distributor’s terms of sale.
3.2. No order shall be binding on the Seller until accepted in writing by the Seller’s duly authorised representative by issuing an order confirmation (“Order Confirmation”). The Seller shall have no obligation with respect to any order that has not been so accepted.
3.3. The Seller reserves the right to refuse any order at its discretion or to require advance payment or other security where appropriate.
3.4. Purchase orders shall be submitted in accordance with the Seller’s lead times then in effect. If, prior to acceptance of a purchase order, the Seller determines that the quoted lead time has changed, the Seller shall promptly notify the Buyer of the revised lead time. In such case, the Buyer may elect either to proceed under the revised lead time or to withdraw the purchase order without penalty.
4. Delivery and Transfer of Risk
4.1. Delivery times are stated in the quotation or Order Confirmation.
4.2. Unless otherwise specified in the Seller's quotation or Order Confirmation, delivery shall be made in accordance with the following Incoterms® 2020 rules:
(a) where the Seller arranges carriage using the Seller's courier or carrier account – DAP the Buyer's delivery address specified in the Order Confirmation;
(b) where the Buyer arranges carriage or the Buyer's courier or carrier account is used – EXW Seller's premises at Dvarčionių st. 2B, Vilnius, Lithuania (Incoterms® 2020); and
(c) in all other cases, the delivery term and place shall be as agreed in the Seller's quotation or Order Confirmation.
4.3. Risk of loss of or damage to the Products shall pass from the Seller to the Buyer in accordance with the applicable Incoterms® 2020 rule specified under Section 4.2 or otherwise agreed in the Seller's quotation or Order Confirmation.
4.4. Delivery times are the Seller’s best estimates and are not binding. Delays in delivery shall not entitle the Buyer to cancel the order or to claim damages.
4.5. The Seller may make partial deliveries. Each partial delivery may be invoiced separately and shall be paid in accordance with Section 7. A delay or defect in one partial delivery shall not entitle the Buyer to cancel the remaining deliveries. Where the Buyer requires a single complete delivery, this must be stated in the order and confirmed by the Seller in writing.
4.6. The Seller shall package the Products in accordance with its standard packaging procedures appropriate for the type of Product and normal conditions of transportation. Any special packaging requirements requested by the Buyer must be agreed in writing and may be subject to additional charges. The Buyer shall unpack, handle and store the Products in accordance with the Seller's handling and storage instructions, where applicable. Standard packaging is not returnable. Where the Buyer is the importer or first supplier of the packaging in its country, the Buyer shall be responsible for compliance with the packaging and packaging waste obligations applicable there.
5. Additional Charges and Customs
5.1. All costs relating to customs clearance, brokerage, duties, taxes, or other import-related fees shall be borne by the Buyer.
5.2. The Buyer shall ensure compliance with all import regulations and requirements applicable in its jurisdiction.
6. Freight and Shipping Charges
6.1. Freight and shipping costs shall be prepaid and invoiced separately unless otherwise agreed in writing. Where the Seller arranges carriage, freight and shipping costs shall be prepaid by the Seller and invoiced separately to the Buyer unless otherwise stated in the quotation or Order Confirmation. Where the Buyer arranges carriage or the Buyer's courier or carrier account is used, the applicable freight and shipping costs shall be borne directly by the Buyer.
6.2. Any special delivery requirements requested by the Buyer shall be at the Buyer’s expense.
7. Payment Terms
7.1. Unless otherwise agreed, all invoices are payable within 30 (thirty) calendar days from the date of invoice, without deduction or set-off.
7.2. The Seller reserves the right to require advance payment or other security as a condition of order acceptance.
7.3. Late payments shall accrue interest at 0.05% per day on the overdue amount. The Buyer shall also reimburse the Seller’s reasonable debt recovery costs, including the fixed compensation provided by applicable late-payment legislation.
7.4. In the event of non-payment or insolvency, the Seller may suspend further deliveries or terminate the order.
8. Payment Methods
8.1. Payments shall be made by bank transfer to: Bank: AB SEB Bankas; IBAN: LT16 7044 0600 0577 4220; SWIFT/BIC: CBVILT2X; Beneficiary: EKSMA Optics, UAB.
8.2. Online payments by credit card or PayPal are accepted through secure payment systems.
9. Certificates of Origin and Documentation
9.1. The origin of the Products is determined in accordance with the applicable customs rules and is indicated in the relevant commercial or shipping documentation. No general statement in the Seller's catalogue, website or other materials shall constitute a declaration of origin for any specific Product. Unless expressly stated otherwise, origin indicated in commercial or shipping documentation refers to non-preferential origin. Preferential origin is evidenced only by a statement on origin, supplier's declaration or other proof of origin expressly issued by the Seller for the Products concerned under the applicable preferential arrangement.
9.2. Certificates of Origin or similar documentation will be provided upon written request and may incur administrative fees.
9.3. Products incorporating materials or components of non-EU origin may have non-EU origin or may not qualify for preferential origin. Origin information is provided on the basis of the information available to the Seller at the time of issue. The Seller shall notify the Buyer without undue delay if it becomes aware that origin information provided was incorrect. The Buyer is responsible for determining whether preferential tariff treatment may be claimed in the country of import.
10. Inspection, Satisfaction, and Returns
10.1. The Buyer shall inspect the Products promptly upon receipt and shall notify the Seller in writing of any visible defects, shortages, or damage without undue delay, and in any case no later than ten (10) business days from delivery.
10.2. Failure to provide such notice within the specified period shall constitute the Buyer’s acceptance of the Products with respect to defects, shortages or damage reasonably discoverable upon such inspection. This shall not affect the Buyer’s right to make a warranty claim in respect of latent defects not reasonably discoverable upon receipt, subject to Section 11.
10.3. Standard Products may be returned within 30 (thirty) calendar days from receipt, subject to the Seller’s prior written authorisation (RMA).
10.4. Products returned under Section 10.3 must be unused, undamaged and in their original packaging, complete with all accessories and documentation. Products returned in connection with a warranty claim under Section 11 shall be packaged in accordance with the Seller’s RMA instructions and in a manner reasonably adequate to prevent damage during transportation.
10.5. A restocking fee of up to twenty percent (20%) of the invoiced value may apply.
10.6. Customised or non-standard Products are non-returnable under Section 10.3, except where a return is authorised by the Seller in connection with a valid warranty claim under Section 11.
10.7. Returns shall be freight prepaid by the Buyer. The Buyer shall bear all return shipping and insurance costs unless the return results from defect or non-conformity attributable to the Seller.
11. Specifications and Warranty
11.1. Products shall, at the time of delivery, conform, within the stated tolerances, to (i) the Seller’s published specifications applicable to standard Products at the time of the relevant Order Confirmation, or (ii) for custom Products, the specifications, drawings or other technical requirements expressly stated or incorporated by reference in the Order Confirmation. Unless otherwise agreed in writing, surface quality and other optical parameters shall be specified in accordance with ISO 10110 or such other standard as is expressly referenced in the applicable specification or drawing (including, where applicable, MIL-PRF-13830B), and conformity shall be verified using the Seller’s documented inspection and measurement methods. Any alternative inspection method, standard or acceptance criterion shall be binding on the Seller only if expressly stated in the Order Confirmation or otherwise agreed in writing by the Seller.
11.2. The Seller may make changes to standard Products that do not adversely affect their form, fit or function. Typical values, graphs, illustrations and other catalogue information not expressly identified as Product specifications, as well as technical advice, are provided for information only and do not constitute a warranty or specification unless expressly incorporated into the Order Confirmation.
11.3. The Buyer is solely responsible for determining the suitability of the Products for its intended application, including their integration into the Buyer’s systems.
11.4. The Seller warrants that, at the time of delivery, its Products are free from defects in material and workmanship and conform to Section 11.1. The warranty period shall be twelve (12) months from the date of delivery, and warranty claims shall be notified in accordance with Section 11.6.
11.5. The Seller’s sole obligation and the Buyer’s exclusive remedy under this warranty are limited to repair, replacement, or credit, at the Seller’s discretion.
11.6. Warranty claims in respect of latent defects not reasonably discoverable upon inspection under Section 10.1 must be notified to the Seller in writing without undue delay and in any event within thirty (30) days after discovery of the defect, provided that the defect is discovered within the warranty period. Claims relating to visible defects, shortages or damage reasonably discoverable upon receipt remain subject to Section 10.1. Products shall be returned for inspection only after the Seller has issued an RMA.
11.7. This warranty does not cover defects or damage resulting from misuse, improper handling, cleaning, storage, installation, modification, normal wear and tear, or operation or use outside the applicable Product specifications, including specified environmental conditions and laser damage thresholds. The warranty shall also not cover defects resulting from designs, drawings, specifications, materials or instructions provided by the Buyer, except to the extent that the defect results from the Seller’s failure to manufacture the Products in accordance with the agreed requirements. The warranty does not cover labour or installation costs or damage to other materials or products into which the Products are incorporated.
11.8. Except as expressly provided herein, the Seller disclaims all other warranties, whether statutory, express, or implied, including warranties of merchantability or fitness for a particular purpose.
12. Export Control and Sanctions Compliance
12.1. The Buyer acknowledges that all Products, technologies, and technical information obtained from the Seller are subject to export control, import, and trade compliance laws, regulations, and restrictions, including, where applicable, those of the European Union, the Republic of Lithuania, the United States of America, and any other applicable jurisdictions. These may include, without limitation, the European Union Dual-Use Export Control Regime, Council Regulation (EU) No. 833/2014, as amended, and Council Regulation (EC) No. 765/2006, as amended.
12.2. The Buyer shall not, directly or indirectly, sell, export, re-export, transfer, supply or otherwise make available any Products or related technical information supplied by the Seller to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus.
The Buyer shall use its best efforts to ensure that the purpose of this Section is not frustrated by any third party further down the commercial chain and, where appropriate, shall impose equivalent restrictions on subsequent purchasers or recipients of the Products.
The Buyer shall immediately inform the Seller of any actual or suspected breach of this Section of which it becomes aware and shall provide the Seller, upon request, with information reasonably required to verify compliance.
Without limiting the foregoing, this Section is intended to satisfy, where applicable, the contractual requirements of Article 12g of Council Regulation (EU) No 833/2014 and Article 8g of Council Regulation (EC) No 765/2006, as amended from time to time.
12.3. In accordance with U.S., EU, Lithuanian, and other applicable export control legislation, the Buyer shall obtain, at its own cost and responsibility, all required export, re-export, import, or transfer licenses and permits prior to any export, re-export, or transfer of Products or related technical information received from the Seller.
12.4. The Buyer shall not sell, export, re-export, supply, or otherwise forward any Products or technical information, directly or indirectly, to any country, entity, or person if such activity would constitute a violation of applicable export control, sanctions, or trade laws. The Buyer shall ensure that any subsequent recipients of the Products or technical information are informed of, and comply with, all such legal obligations.
12.5. Refusal, revocation, or delay of any export or import license, or other governmental authorization, shall not entitle the Buyer to cancel, terminate, or otherwise claim compensation or damages under these Terms.
12.6. The Buyer represents and warrants that it, its subsidiaries, and affiliates will comply with all applicable export control and sanctions laws and shall not, directly or indirectly, export, re-export, transfer, or release any Products or derivatives thereof to any destination, person, or entity prohibited by law.
12.7. The Buyer agrees to defend, indemnify, and hold the Seller harmless from and against any and all claims, losses, liabilities, damages, penalties, or expenses (including reasonable attorneys’ fees) arising out of or related to the Buyer’s breach of this Clause or any violation of applicable export control or sanctions laws.
12.8. Upon the Seller’s request, the Buyer shall provide an end-use and end-user statement and any other information reasonably required to verify compliance. The Seller may suspend or refuse delivery until such information has been received.
12.9. Any breach of Sections 12.2, 12.4, 12.6 or 12.8 constitutes a material breach. The Seller may immediately terminate the contract and suspend all deliveries without liability, and the Buyer shall pay a contractual penalty equal to the greater of (i) one hundred percent (100%) of the order value or (ii) EUR 10,000, without prejudice to the Seller’s right to claim further damages.
13. Limitation of Liability
13.1. To the fullest extent permitted by law, the Seller’s total liability arising out of or in connection with the sale, delivery, or use of the Products shall not exceed the total purchase price paid for the specific Products giving rise to the claim.
13.2. The Seller shall not be liable for indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit, business interruption, or loss of data.
13.3. No claim may be brought more than one (1) year after the cause of action arises.
14. Force Majeure
14.1. The Seller shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, embargoes, strikes, pandemics, natural disasters, or governmental restrictions.
14.2. In such cases, the Seller’s obligations shall be suspended for the duration of the force majeure event, and the delivery time extended accordingly.
15. Data Protection and GDPR Compliance
15.1. The Seller shall collect, process, and store personal data in strict compliance with the General Data Protection Regulation (EU) 2016/679 (GDPR), the Law on Legal Protection of Personal Data of the Republic of Lithuania, and any other applicable data protection legislation.
15.2. Personal data shall be processed lawfully, fairly, and transparently, solely for legitimate business purposes, including but not limited to the performance of contractual obligations, order processing and fulfillment, customer relationship management, and compliance with legal or regulatory requirements.
15.3. The Seller implemented appropriate technical and organizational measures to ensure the security, confidentiality, and integrity of personal data and to prevent unauthorized access, alteration, disclosure, or destruction.
16. Governing Law and Jurisdiction
16.1. These Terms, and any contract or dispute arising out of or in connection with them, including any question regarding their existence, validity, interpretation, performance, or termination, shall be governed by and construed in accordance with the laws of the Republic of Lithuania.
16.2. The Parties irrevocably agree that any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the competent courts of Vilnius, Republic of Lithuania.
16.3. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or to any transaction or dispute arising therefrom.
17. Order Changes and Cancellations
17.1. Changes to or cancellation of a confirmed order require the Seller’s prior written approval, which may be granted or withheld at the Seller’s sole discretion. Any request submitted by the Buyer shall not be effective unless and until confirmed in writing by the Seller.
17.2. Where the Seller consents to a change or cancellation, the Buyer shall reimburse all costs actually incurred or irrevocably committed by the Seller up to the date of cancellation, including:
– the cost of work performed and materials purchased or provided;
– non-recurring engineering and tooling expenses;
– supplier cancellation charges; and
– restocking fees for standard Products.
17.3. Orders for customised, non-standard, or made-to-order Products are firm and non-cancellable once confirmed by the Seller, irrespective of whether production or procurement has commenced. If the Seller nevertheless agrees to a cancellation, Section 17.2 applies.
17.4. The Seller reserves the right to offset any cancellation-related costs or charges against any amounts prepaid by the Buyer or otherwise owed to the Buyer.
18. Intellectual Property
18.1. All intellectual property rights in the Products, designs, drawings, specifications, software, documentation and know-how provided by the Seller remain with the Seller. No licence is granted to the Buyer other than the right to use and resell the Products delivered.
18.2. Where Products are manufactured to the Buyer’s drawings, specifications or instructions, the Buyer warrants that they do not infringe any third-party rights and shall indemnify the Seller against all claims, losses and costs arising from any such infringement.
19. Confidentiality
19.1. Each Party shall keep confidential all technical and commercial information received from the other Party, including quotations, prices and drawings, and shall use it only for the purpose of the transaction. This obligation does not apply to information that is publicly available, already lawfully known to the receiving Party, or required to be disclosed by law, and shall survive for five (5) years after the last delivery. The mentioned obligation shall not apply to information that (i) is or becomes publicly available other than through a breach of these Terms; (ii) was lawfully known to the receiving Party prior to disclosure; (iii) is lawfully received from a third party without confidentiality restrictions; (iv) is independently developed without use of the confidential information; or (v) is required to be disclosed by law or competent authority.
20. Severability and Entire Agreement
20.1. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
20.2. These Terms constitute the entire agreement between the Seller and the Buyer and supersede all prior understandings or communications regarding the sale of the Products.