These General Terms and Conditions (“GTC”) apply to all quotations, order confirmations, purchase orders, invoices, and sales agreements issued or accepted by UAB “QS Lasers” (“QS Lasers”, “we”, “us”, or “our”). They form an integral part of every agreement between QS Lasers and the relevant counterparty (the “Customer” or “Partner”, as applicable).

By placing or accepting an order, or by accepting contractual documentation issued by QS Lasers, the Customer or Partner agrees to be bound by these GTC, unless a separate written agreement, duly signed by authorised representatives of both parties, expressly overrides them.

Contents

1. Definitions
2. Quotations and Orders
3. Delivery, Transfer of Risk, and Acceptance
4. Prices, Payment, and Taxes
5. Product Specifications and Warranty
6. Intellectual Property
7. Export Controls and Sanctions Compliance
8. Confidentiality
9. Limitation of Liability
10. Force Majeure
11. Termination for Cause
12. Governing Law and Jurisdiction
13. Severability and Amendments

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1. Definitions

Term	Definition
Goods	Laser systems, laser modules, laser components, optical assemblies, spare parts, or other tangible products supplied by QS Lasers.
Services	Any intangible performance, including design, development, testing, calibration, consultancy, maintenance, or training provided by QS Lasers.
Standard Product	A Goods item offered from QS Lasers’ standard catalogue without Customer-specific modification.
Custom Product	A Goods item designed, engineered, or modified to Customer-specific written specifications.
Applicable Law	All laws, statutes, regulations, and sanctions regimes in force in Lithuania, the European Union, or any other jurisdiction relevant to the transaction, including export-control laws.
Export Control Statement	QS Lasers’ Export Control & Sanctions Compliance Statement, as published at www.qslasers.com and amended from time to time.

2. Quotations and Orders

2.1 Quotation Validity

All quotations issued by QS Lasers are valid for thirty (30) calendar days from the date of issue unless a different validity period is stated in writing in the quotation.

2.2 Contract Formation

A binding sales agreement is formed only when QS Lasers issues a written order confirmation or begins performance. Oral representations, agreements, or modifications are not binding unless confirmed in writing by QS Lasers.

2.3 Custom Products

Orders for Custom Products require a mutually agreed written specification before the order is confirmed. Once QS Lasers has confirmed a Custom Product order in writing, any change to the specification must be agreed in writing by both parties.

QS Lasers reserves the right to charge additional fees for specification changes requested after order confirmation.

2.4 Order Cancellation

Orders may be cancelled only with QS Lasers’ prior written consent. If cancellation is accepted, the Customer must compensate QS Lasers for:

• all work performed and all materials procured or committed up to the date on which the cancellation is accepted; and
• a minimum cancellation fee equal to fifteen percent (15%) of the cancelled order value.

For Custom Products, the Customer must also reimburse all non-recoverable engineering, tooling, and material costs.

3. Delivery, Transfer of Risk, and Acceptance

3.1 Delivery Terms

Unless otherwise stated in the order confirmation, delivery is EXW (Ex Works) Vilnius, Incoterms® 2020. Risk of loss of or damage to the Goods passes to the Customer at the point of delivery defined by the applicable Incoterms® rule.

3.2 Delivery Dates

Delivery dates stated in the order confirmation are estimates unless QS Lasers expressly confirms a specific date as a firm deadline in writing.

QS Lasers is not liable for delays caused by events beyond its reasonable control, as further described in Section 10.

3.3 Partial Deliveries

QS Lasers may make partial shipments and invoice each partial shipment separately.

3.4 Inspection and Acceptance

The Customer must inspect all deliveries within ten (10) calendar days of receipt. Any claim relating to quantity shortages, visible damage, or non-conformity must be submitted in writing within this period.

If QS Lasers does not receive written notice of a defect within ten (10) calendar days, the delivery will be deemed fully accepted. Latent defects must be reported in writing within the warranty period specified in Section 5.

3.5 Retention of Title

Title to the Goods passes to the Customer only after QS Lasers has received full payment. Until title has passed, the Customer may not pledge, encumber, or dispose of the Goods.

4. Prices, Payment, and Taxes

4.1 Pricing

All prices are stated net and exclude VAT, import or export duties, customs clearance costs, and bank transfer fees. These costs are the sole responsibility of the Customer.

4.2 Payment Terms

Payment terms are specified in the relevant quotation or order confirmation.

Unless otherwise agreed in writing:

• Standard Products require one hundred percent (100%) pre-payment before shipment;
• for Custom Products, QS Lasers may require a deposit of up to fifty percent (50%) upon order confirmation, with the remaining balance due before shipment; and
• agreed deferred payment terms are NET 30 days from the invoice date unless otherwise stated.

4.3 Late Payment

Overdue amounts accrue interest at the Lithuanian statutory default interest rate plus two (2) percentage points per month, calculated daily from the due date until payment is received in full.

QS Lasers may suspend further deliveries until all overdue amounts have been paid.

4.4 Invoice Disputes

The Customer must dispute an invoice in writing within five (5) working days of the invoice date. After this period, the invoice will be deemed accurate and accepted.

Any undisputed portion of a disputed invoice remains payable on the original due date.

5. Product Specifications and Warranty

5.1 Conformity

QS Lasers warrants that, at the time of EXW shipment, the Goods conform to the agreed written specifications.

For Standard Products, the applicable specification is the relevant QS Lasers published datasheet. For Custom Products, the applicable specification is the written specification mutually agreed by the parties.

5.2 Warranty Period

QS Lasers provides a twelve (12) month warranty from the date of EXW shipment (the “Warranty Period”).

The warranty does not apply if the Goods are:

• modified, disassembled, or repaired by anyone other than QS Lasers or its authorised service partner without prior written consent;
• misused, exposed to abnormal operating conditions, or operated outside the specified parameters;
• damaged as a result of accident, negligence, improper installation, or improper storage; or
• damaged because the Customer failed to follow QS Lasers’ operating instructions.

5.3 Remedies

If a warranty claim is valid, QS Lasers may, at its sole discretion, repair the affected Goods, replace them, or issue a credit note.

These remedies are the Customer’s exclusive remedies for warranty claims. Goods covered by a warranty claim must be returned to QS Lasers with prior written authorisation and at the Customer’s cost, unless otherwise agreed.

5.4 Disclaimer

To the maximum extent permitted by Applicable Law, QS Lasers disclaims all other express or implied warranties, including implied warranties of merchantability and fitness for a particular purpose.

6. Intellectual Property

All designs, drawings, software, firmware, process documentation, and know-how developed or provided by QS Lasers remain the sole and exclusive intellectual property of QS Lasers, regardless of any fees charged for development or customisation.

No intellectual property licence is granted to the Customer except to the limited extent necessary to operate the purchased Goods.

The Customer may not reverse-engineer, decompile, or copy any QS Lasers product, software, or documentation.

7. Export Controls and Sanctions Compliance

7.1 General Compliance

Both parties must comply with all Applicable Laws relating to export controls and sanctions, including, without limitation, Regulation (EU) 2021/821, Council Regulation (EU) No 833/2014, and the Lithuanian Law on the Control of Strategic Goods No. I-1022.

Further details of QS Lasers’ compliance framework are set out in the Export Control Statement, which is incorporated into these GTC by reference.

7.2 Russia/Belarus Undertaking

The Customer must not, directly or indirectly, sell, export, re-export, transfer, lease, or otherwise make available any QS Lasers Goods or Services to the Russian Federation or the Republic of Belarus, or for use in either country.

The Customer must:

• impose equivalent restrictions on all subsequent buyers, resellers, and other parties in the supply chain;
• maintain appropriate screening, due-diligence, and monitoring procedures to detect and prevent circumvention; and
• immediately notify QS Lasers of any actual or suspected diversion or breach of this undertaking.

7.3 End-User Information

Upon request, the Customer must provide QS Lasers with complete and accurate information concerning the end-use, end-user, and destination of the Goods.

Failure to provide accurate information may result in suspension or cancellation of the relevant order without liability on the part of QS Lasers.

7.4 Breach Consequences

Any actual or attempted breach of this Section 7 constitutes a material breach that is incapable of remedy.

Without limiting any other rights or remedies available to QS Lasers, the Customer must pay liquidated damages equal to the greater of:

• one hundred percent (100%) of the total contract value; or
• fifty thousand euro (€50,000).

The liquidated damages are payable within ten (10) calendar days of QS Lasers’ written demand. QS Lasers retains the right to claim additional damages where its actual losses exceed the liquidated amount.

8. Confidentiality

All technical, commercial, and personal information disclosed between the parties in connection with a transaction must be treated as strictly confidential for ten (10) years from the date of disclosure.

Such information may be used only for the performance of the relevant agreement. This confidentiality obligation survives the termination or expiry of the agreement.

9. Limitation of Liability

Except in cases of wilful misconduct, gross negligence, personal injury, death, or fraud:

• QS Lasers’ total aggregate liability for all claims arising from or relating to an order will not exceed the net invoice value of the affected order; and
• QS Lasers will not be liable for indirect, incidental, special, or consequential damages, including loss of profit, loss of production, or loss of data.

The Customer must indemnify QS Lasers against third-party claims arising from the Customer’s misuse of the Goods or breach of these GTC.

10. Force Majeure

Neither party is liable for any delay or failure to perform its obligations to the extent caused by events beyond its reasonable control.

Such events may include natural disasters, war, armed conflict, civil unrest, pandemics, government actions, trade embargoes, and supply chain disruptions.

The affected party must notify the other party in writing without undue delay.

If the force majeure event continues for more than sixty (60) days, either party may terminate the affected order by written notice without liability, except for amounts already due.

11. Termination for Cause

Either party may terminate an agreement with immediate effect by written notice if the other party:

• commits a material breach of these GTC and, where the breach can be remedied, fails to remedy it within ten (10) calendar days after receiving written notice;
• becomes insolvent, enters liquidation, or has a receiver or administrator appointed; or
• becomes subject to sanctions or export-control restrictions that make performance of the agreement unlawful.

A breach of Section 7 (Export Controls and Sanctions Compliance) is deemed a material breach that is incapable of remedy.

12. Governing Law and Jurisdiction

These GTC and all agreements to which they apply are governed by and interpreted in accordance with the laws of the Republic of Lithuania.

Any dispute arising from or relating to these GTC is subject to the exclusive jurisdiction of the Vilnius City District Court.

This does not limit QS Lasers’ right to seek injunctive or other urgent relief in any competent jurisdiction where necessary to protect its intellectual property, confidential information, or receivables.

13. Severability and Amendments

If any provision of these GTC is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

The parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that reflects the original intent as closely as possible.

These GTC constitute the entire agreement between the parties regarding their subject matter and supersede all prior representations, agreements, and understandings relating to that subject matter.

QS Lasers may update these GTC from time to time. The version published at www.qslasers.com at the time the relevant order is accepted will apply.