Terms & Conditions
1. Scope and Definitions
1.1 These Terms and Conditions ("Terms") govern every quotation, order, and sale of goods and/or services made by Eyereon, UAB ("Eyereon", "Seller", "we") to a business customer ("Buyer", "you"). These Terms apply to business-to-business (B2B) transactions only. Eyereon does not knowingly sell to consumers acting outside their trade, business, craft, or profession; if you are ordering as a consumer, please contact us before placing an order, as separate consumer-protection terms would apply and are not covered here.
1.2 "Products" means any goods, components, optical assemblies, or other items supplied by Eyereon. "Services" means custom engineering, optical design, prototyping, non-recurring engineering (NRE), consulting, or other work performed by Eyereon, whether supplied alone or alongside Products.
1.3 "Order" means a purchase order, signed quotation acceptance, or other written confirmation by the Buyer of a quotation issued by Eyereon.
1.4 These Terms apply to the exclusion of any terms proposed by the Buyer (including any standard purchase-order terms), unless expressly agreed in writing by an authorised representative of Eyereon.
2. Quotations and Formation of Contract
2.1 Quotations issued by Eyereon (including those generated through our quotation system) are non-binding offers, valid for 30 calendar days from the date of issue unless otherwise stated on the quotation, and are subject to change without notice — in particular for custom or engineered Products where final pricing depends on a technical specification review.
2.2 A binding contract is formed only when Eyereon issues a written order confirmation accepting the Buyer's order, or begins performance of the order, whichever occurs first. Eyereon is not obliged to accept any order.
2.3 The Buyer is responsible for the accuracy of all specifications, drawings, quantities, and technical requirements it provides. Eyereon is not obliged to verify Buyer-supplied information and is not liable for errors resulting from inaccurate or incomplete information supplied by the Buyer.
2.4 Eyereon may accept partial orders and deliver Products in batches.
2.5 If the Buyer cancels a confirmed order for reasons not attributable to Eyereon, the Buyer must pay Eyereon 25% of the net order value as compensation for processing costs and lost profit, without prejudice to Eyereon's right to claim higher documented losses (in particular for custom-engineered work, where Section 4.2 applies instead).
3. Prices
3.1 Unless stated otherwise on the quotation, prices are quoted EXW (Ex Works) Vilnius, Lithuania (Incoterms® 2020), excluding transport, insurance, packaging, customs duties, export/import fees, and any applicable taxes.
3.2 Prices exclude VAT, which is added at the applicable Lithuanian or EU rate unless a valid reverse-charge or export exemption applies.
3.3 For Services (custom engineering/design work), pricing is based on the scope defined in the applicable quotation or statement of work; any change in scope requested by the Buyer will be quoted and invoiced separately.
4. Custom Engineering and Design Services
4.1 Where an Order includes design, engineering, or NRE Services, Eyereon will perform the work with reasonable skill and care in accordance with the agreed specification.
4.2 Unless otherwise agreed in writing, NRE and custom design fees are non-refundable once work has commenced, reflecting engineering time and resources committed.
4.3 Deliverables arising from Services (drawings, calculations, simulation models, test reports) are supplied for the Buyer's use in connection with the ordered Products only, subject to Section 8 (Intellectual Property).
4.4 Development timelines provided for custom work are estimates, not binding delivery dates, unless expressly agreed as a contractual milestone in writing.
5. Payment
5.1 Unless otherwise agreed in the quotation or order confirmation, payment terms are: no deposit, balance due net 30 days from invoice date for standard (catalog/off-the-shelf) Products; 40% deposit on order confirmation, balance due net 30 days from delivery/acceptance for custom-engineered Products and NRE/design Services.
5.2 Payments are due in EUR (or the currency stated on the invoice) without deduction, set-off, or counterclaim, unless agreed in writing.
5.3 If payment is not received by the due date, the Buyer is in default without further notice being required. Eyereon may charge default interest at the statutory rate applicable under the Republic of Lithuania's Law on the Prevention of Late Payment in Commercial Transactions (currently equivalent to the ECB main refinancing rate plus 8 percentage points), and may suspend delivery of any pending order (including under other contracts with the Buyer) until overdue amounts are paid.
5.4 If the Buyer is in default for more than 14 days, Eyereon may, without prejudice to other remedies, cancel the affected order(s), withhold or repossess undelivered/unpaid Products (subject to Section 6), and claim compensation for losses incurred.
6. Retention of Title
6.1 Ownership of Products remains with Eyereon until the Buyer has paid the purchase price and all related amounts (including interest and costs) in full.
6.2 Until title passes, the Buyer must store the Products separately, keep them identifiable as Eyereon's property, adequately insure them, and must not pledge, resell (outside the ordinary course of its business), or encumber them.
7. Delivery and Risk
7.1 Delivery dates stated by Eyereon are estimates only and not binding, unless expressly agreed in writing as a fixed delivery date. Eyereon is not liable for reasonable delays, and late delivery alone does not entitle the Buyer to cancel the order or claim damages, except where the parties have agreed a binding delivery date in writing.
7.2 Unless otherwise agreed, risk of loss or damage to Products passes to the Buyer upon delivery to the carrier at Eyereon's premises (EXW), consistent with the applicable Incoterms rule stated on the order confirmation.
7.2a Because Products may be subject to export-control licensing under Section 11, the Buyer — as exporter of record under EXW — is responsible for filing an accurate export declaration and obtaining any required export licence before shipment, and must provide Eyereon with the information reasonably needed to support that filing (classification, end-use statement) on request.
7.3 The Buyer is responsible for obtaining any import licences, permits, or customs clearances required in the destination country, and for complying with applicable import regulations — separately from the export-compliance obligations in Section 11, which remain the Buyer's responsibility regardless of who arranges shipping.
7.4 The Buyer must inspect Products upon receipt and notify Eyereon in writing of any visible defect, shortage, or shipping damage within 14 days of receipt. Claims made after this period may be rejected.
8. Intellectual Property
8.1 Eyereon retains all rights, title, and interest in its designs, drawings, specifications, know-how, software, and other intellectual property created before or independently of an Order, and in any improvements or derivative works Eyereon creates during performance of an Order, unless expressly assigned to the Buyer in writing.
8.2 The Buyer receives a non-exclusive, non-transferable licence to use Eyereon-supplied documentation and deliverables solely for operating, maintaining, and incorporating the Products into the Buyer's own products, and may not reverse-engineer, disassemble, copy, or disclose them to third parties without Eyereon's prior written consent.
8.3 The Buyer warrants that any specifications, drawings, or designs it provides to Eyereon do not infringe third-party intellectual property rights, and indemnifies Eyereon against claims arising from Buyer-supplied specifications.
9. Warranty
9.1 Eyereon warrants that Products will, for 12 months from the date of delivery (the "Warranty Period"), conform to the specification agreed in the order confirmation and be free from defects in materials and workmanship under normal use, storage, and handling conditions.
9.2 Eyereon's sole obligation under this warranty is, at its discretion, to repair, replace, or refund the price of a Product shown to be defective within the Warranty Period. This warranty does not cover damage caused by misuse, unauthorised modification, improper storage or handling, normal wear and tear, or use outside the specifications agreed.
9.3 Except as stated in this Section 9, Eyereon makes no other warranty, express or implied, including no warranty of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
9.4 Custom-engineered or made-to-specification Products are warranted only against conformance to the written specification agreed with the Buyer, not against the Buyer's intended application unless that application was expressly confirmed in writing by Eyereon.
10. Limitation of Liability
10.1 Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded under Lithuanian law (including liability for death, personal injury caused by negligence, or wilful misconduct/gross negligence).
10.2 Subject to Section 10.1, Eyereon's total liability arising out of or in connection with an Order, whether in contract, tort, or otherwise, is limited to the total price paid by the Buyer for the Products or Services giving rise to the claim.
10.3 Subject to Section 10.1, Eyereon is not liable for any indirect, special, or consequential loss, including loss of profit, loss of business, loss of contracts, or loss of anticipated savings, even if Eyereon was advised of the possibility of such loss.
11. Export Control and Trade Compliance
11.1 Eyereon's Products may be classified as dual-use items under Regulation (EU) 2021/821 and its Annex I control lists, and their export, re-export, transfer, or brokering may require a licence from the competent Lithuanian authority (the Ministry of Economy and Innovation of the Republic of Lithuania) or the authority of another relevant jurisdiction.
11.2 By placing an Order, the Buyer represents and warrants that it will not, without first obtaining all required export/import licences and authorisations: - export, re-export, transfer, or make available the Products to any country, entity, or individual subject to EU, UN, US, or other applicable sanctions or arms embargoes; - use, or allow the Products to be used, in connection with chemical, biological, or nuclear weapons, missile technology, or other WMD-related end-uses; - supply the Products, directly or indirectly, to the Russian Federation or the Republic of Belarus, or for use in either country, where restricted under Council Regulation (EU) No 833/2014 (as amended) or corresponding Belarus sanctions; - export or re-export the Products in violation of any applicable trade-control law, including the EU dual-use Regulation, EU/UN/national sanctions regimes, and, where relevant, the destination country's own export-control and re-export requirements (e.g. US re-export rules for any US-origin content Eyereon has disclosed as such).
11.3 The Buyer must immediately notify Eyereon in writing if it becomes aware, or has reason to suspect, that a Product may be destined for any use or destination described in Section 11.2, and must provide Eyereon, on request, with an end-use/end-user statement and any information reasonably required for export-classification or compliance purposes.
11.4 Eyereon may, at its sole discretion and without liability, postpone, suspend, or cancel any order, or decline to ship, where it reasonably believes a licence is required and has not been obtained, where requested compliance information is not provided, or where a Buyer, its parent, or a known end-user appears on an applicable sanctions or restricted-party list.
11.5 A material breach of this Section 11 entitles Eyereon to terminate the affected order(s) immediately and to claim compensation for losses incurred, without prejudice to any other remedy available at law. The Buyer indemnifies Eyereon against fines, penalties, and losses arising from the Buyer's breach of this Section.
11.6 This Section 11 survives delivery, payment, and termination of the contract.
12. Confidentiality
12.1 Each party must keep confidential any technical, commercial, or pricing information disclosed by the other party in connection with a quotation or order that is marked confidential or would reasonably be understood to be confidential, and must not disclose it to third parties or use it for any purpose other than performing the Order, except as required by law.
12.2 This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without confidentiality restriction, or is independently developed.
13. Force Majeure
13.1 Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, embargo, sanctions, governmental action, denial or delay of an export licence, labour disputes, fire, or supply-chain disruption affecting Eyereon's sub-suppliers.
13.2 The affected party must notify the other without undue delay. If the event continues for more than 60 days, either party may terminate the affected order without liability (other than payment for work already performed or Products already delivered).
14. Term and Termination
14.1 Either party may terminate an Order for the other party's uncured material breach following 14 days' written notice specifying the breach, if the breach remains unremedied.
14.2 Eyereon may terminate an Order with immediate effect if the Buyer becomes insolvent, enters liquidation or bankruptcy proceedings, or has a receiver appointed.
14.3 Sections 6 (Retention of Title), 8 (Intellectual Property), 9–10 (Warranty/Liability, as to Products already delivered), 11 (Export Control), 12 (Confidentiality), and 15 (Governing Law) survive termination.
15. Governing Law and Jurisdiction
15.1 These Terms and any Order are governed by the laws of the Republic of Lithuania, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.2 The courts of the Republic of Lithuania competent for Eyereon's registered office (Vilnius) have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, without prejudice to Eyereon's right to bring proceedings in the Buyer's jurisdiction.
16. General
16.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by one that most closely reflects its original commercial intent.
16.2 Eyereon's failure to enforce any provision is not a waiver of its right to do so later.
16.3 The Buyer may not assign or transfer its rights or obligations under an Order without Eyereon's prior written consent.
16.4 Amendments to these Terms are effective only if made in writing (including by email from an authorised Eyereon representative) or by publishing an updated version on eyereon.com with a new "last updated" date; the version in force at the time an Order is placed applies to that Order.
16.5 These Terms are available at eyereon.com/terms and referenced on all quotations and order confirmations issued by Eyereon.
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