Materus UAB – International Terms and Conditions of Sale
Effective: 26th of May 2025
Jurisdiction: Republic of Lithuania, EU
1. Contractual Applicability and Precedence
1.1. These Terms and Conditions (“Terms”) apply to all offers, quotations, order confirmations, deliveries, and invoices issued by Materus UAB (“Seller”), and form an integral part of every agreement with the purchaser (“Buyer”), whether written, oral, electronic or implied.
1.2. These Terms override any conflicting provisions in the Buyer’s purchase documents, unless explicitly accepted in writing by Seller.
1.3. If a separate signed contract exists between the Parties, these Terms serve to supplement such contract unless expressly superseded.
2. Offer, Acceptance, and Binding Formation
2.1. All quotations are non-binding until expressly accepted.
2.2. Buyer’s acceptance of a quotation, order confirmation, delivery, or invoice, by action or omission, shall constitute full legal acceptance of these Terms.
2.3. The Seller may refuse or cancel orders where compliance, creditworthiness, or other critical risk thresholds are not met.
3. Price, Currency, and Taxes
3.1. All prices are exclusive of VAT, import/export duties, transaction fees, insurance, or local government charges unless specifically itemized.
3.2. Buyer bears all applicable taxes and third-party fees. If Seller prepays any such costs, these shall be invoiced and reimbursed in full.
3.3. Prices are quoted in EUR unless otherwise agreed in writing.
4. Payment Policy and Enforcement
4.1. Advance Payment: Full or partial advance payment (up to 100%) is due prior to production or shipment, unless stated otherwise in the invoice or contract.
4.2. Partial Shipments and FIFO: Seller may fulfill orders via partial shipments. Invoices must be paid on a FIFO (First Invoiced, First Out) basis. No product will be dispatched until all older unpaid invoices are fully settled.
4.3. Post-Delivery Payments: If allowed, post-delivery payment balances are governed independently of FIFO terms and are critically enforceable. Non-payment will result in full delivery suspension and breach penalties.
4.4. Late Payments: Overdue amounts shall accrue interest at 1.5% per month, compounded monthly, plus legal collection fees.
4.5. No Set-Off: Buyer may not withhold payment based on disputes, counterclaims, or third-party obligations.
5. Delivery, Acceptance, and Risk
5.1 Deliveries are made under INCOTERMS 2020, typically:
5.2 Title to goods passes exclusively upon full payment of the applicable invoice(s).
5.3 Product Acceptance Procedures (ISO-Aligned):
All deliveries received after the effective date of these Terms shall be accepted in accordance with international quality standards ISO 9001, ISO 2859, and ISO 3951:
5.4 Specific inspection protocols, sampling procedures, or additional quality metrics may be defined and agreed upon in writing between the Parties. In the absence of such agreement, the Seller’s conformity records and quality control reports shall be deemed final and binding.
5.5 Should Buyer delay acceptance or inspection beyond the stated timelines, any claims for shortages, non-conformities, or visible defects shall be considered waived.
5.6 Extended Warranty for RFID-Based Products: For all products supplied by Materus UAB that contain electronic storage devices (IC chips) and antenna elements – including but not limited to inlays for electronic documents (e.g., e-passport inlays, e-ID modules, e-Covers) and final personalized or blank electronic documents (e.g., e-passports, smartcards) – the Seller provides a limited warranty of 10 (ten) years from the date of sale covering functional readability of the RFID system under normal conditions of use.
This warranty covers:
The warranty excludes:
Products exposed to excessive physical damage, unauthorized modification, environmental extremes (e.g., high radiation, immersion, electromagnetic interference), or improper integration by third parties.
6. Force Majeure
6.1. Seller is not liable for non-performance or delay caused by events beyond its control, including: war, embargo, pandemic, supply chain breakdown, sanctions, government actions, or natural disasters.
6.2. If such events persist for more than 60 days, Seller may cancel affected deliveries without liability.
7. Warranty and Limitations
7.1. Unless otherwise stated, Products are provided as-is with applicable limited warranties from the manufacturer or Seller.
7.2. Seller excludes all other warranties, including implied warranties of merchantability or fitness for a particular purpose.
7.3. Buyer’s remedies are limited to repair, replacement, or refund at Seller’s discretion.
7.4. Exclusion of Liability: Seller shall not be liable for indirect, consequential, punitive or incidental damages, including lost profits or loss of data.
8. Returns and Claims
8.1. Returns are accepted only upon written approval and must be submitted within 25 calendar days of receipt, in original packaging and condition.
8.2. Unauthorized returns, damage due to mishandling, or repackaged goods void any refund or exchange rights.
9. Compliance and Export Control
9.1. Buyer shall comply with all applicable EU, UN, and Lithuanian export laws and obtain all required licenses, permits, or certificates for use or resale.
9.2. Buyer agrees not to resell, transfer, or use the goods in violation of any sanctions, dual-use regulations, or embargoes.
9.3. Seller may cancel any order or withhold goods if regulatory red flags or export concerns arise.
10. Intellectual Property Rights
10.1. All intellectual property in designs, software, documentation, or goods supplied remains the property of Seller or its licensors.
10.2. Buyer acquires no rights to reproduce, modify, or reverse-engineer the Products.
10.3. Unauthorized use of proprietary information shall result in legal enforcement and injunctive relief.
11. Confidentiality
11.1. All commercial, technical, and legal information exchanged shall remain strictly confidential for a period of five (5) years from the last delivery date.
11.2. Disclosure is allowed only to third parties bound by equivalent confidentiality obligations and solely for contract execution purposes.
12. Indemnification
Buyer agrees to fully indemnify and hold harmless Seller and its agents from any claim, liability, or cost (including legal fees) resulting from:
13. Governing Law and Jurisdiction
13.1. This Agreement is governed by the laws of the Republic of Lithuania, including relevant EU law.
13.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) applies unless explicitly excluded.
13.3. Disputes shall be settled by the Vilnius Court of Commercial Arbitration or, if appropriate, the courts of general jurisdiction in Vilnius.
13.4. Seller may pursue injunctive or equitable relief to prevent immediate harm.
14. Publication, Incorporation, and Prevailing Version
14.1 These Terms and Conditions are published in their most current version at:
Terms and Conditions
14.2 The version available online at the time of order confirmation, delivery, or invoice issuance shall prevail over any printed, archived, or previously distributed version, regardless of the date appearing on any physical copy.
14.3 The Buyer is solely and irrevocably responsible for verifying the current applicable version of these Terms prior to concluding any transaction. No claim shall be accepted based on reliance on outdated or superseded versions.
14.4 By accepting a quotation, invoice, or delivery from Materus UAB, the Buyer confirms awareness of and agreement to be bound by the latest version of these Terms as published on the Seller’s website.
End of Terms and Conditions
Materus UAB
Company Code: 301425651
VAT ID: LT100014136118
Registration Address: Kudrioniu Girios k. 15A, Traku r. 21101 Lithuania
Website: www.materus.eu
