Terms & Conditions

These Terms and Conditions apply to the sale of goods by Lightfoundry.

You can download the full PDF version of our Terms & Conditions using the link below.

General Terms and Conditions for the Sale of Goods

Document ID: LF-LEG-000001-A-02

Date: 11-05-2026

Seller: Lightfoundry OÜ, Tuukri tn 19-202, 10120 Tallinn, Estonia
Registry Code: 17213705
VIES: EE102858888
Email: sales@lightfoundry.ee

NOTICE: You are strongly advised to read these Terms and Conditions carefully and in their entirety before signing/clicking “I Accept” or placing any order, as doing so constitutes your unconditional acceptance of all provisions herein. Special attention should be paid to contents indicated in bold font.

These Terms and Conditions shall constitute a valid agreement between the Parties regardless of form, whereas a separate wet-ink signature on the last page shall not be a requirement for validity of the Terms and Conditions if acceptance has been displayed at least in a form reproducible in writing, including, without limitation, digital and electronic signatures, including Docusign and analogues, and “I accept” checkboxes.

1. Scope and Order Acceptance

1.1 These General Terms and Conditions for the Sale of Goods (the “T&C”) apply to all sales of satellite components, subsystems, parts, assemblies, hardware, materials, and related goods (the “Products”) by Lightfoundry OÜ (the “Seller”) to any purchaser (the “Buyer”) (each a “Party” and collectively the “Parties”). Unless otherwise agreed in writing, any order placed with Seller constitutes Buyer’s unreserved acceptance of these T&C.

1.2 In the event of inconsistency between these T&C and Buyer’s terms of purchase, these T&C shall prevail unless expressly agreed otherwise in writing by Seller. These T&C, together with any Purchase Order, End-Use Agreement, Non-Disclosure Agreement and documents expressly incorporated by reference, constitute the entire agreement between the Parties (the “Contract”) and supersede any prior offers, negotiations, or agreements on the subject matter hereof relating to a specific Purchase Order.

1.3 No modification to the Contract shall be binding unless mutually agreed in writing by both Parties.

1.4 Any quotation, including product information on Seller’s website or in brochures and price lists is for reference only and binding only to the extent expressly included in a Purchase Order. A quotation constitutes an invitation to Buyer to place an order and, unless otherwise agreed in writing, is valid for thirty (30) days from its posting date. Notwithstanding the foregoing, the prices shown on Seller’s website are valid as quotation so long as they are displayed on the website.

1.5 If Buyer places an order on Seller’s website, Contract is duly signed and the order is considered an accepted Purchase Order when Buyer successfully submits the order online, and Contract shall take effect as of the time Buyer’s payment for current Purchase Order is fully received by Seller.

If Seller’s inventory status does not allow its provision of Products according to conditions shown on the website, Seller shall inform Buyer within five (5) working days, and the Parties can either (a) revise the Purchase Order, and the revised Purchase Order replaces previously accepted Purchase Order or (b) rescind the Contract, cancel the Purchase Order, and Seller refunds Buyer the corresponding amount received. Such revision or cancellation of Purchase Order shall not be considered a breach of contract by Seller.

1.6 If Buyer places an order through other means, a quotation will be sent to Buyer. Upon receipt of Buyer’s purchase order, if accepted as Purchase Order, Seller will issue an Acknowledgement of Receipt of Order (the “ARO”) within five (5) working days. Buyer shall pay the first instalment as required by Article 4.7 of these T&C within thirty (30) days of issuance of the ARO unless otherwise agreed in writing by the Parties, and the Contract shall become effective upon Seller’s receipt of such payment.

1.7 Buyer acknowledges sufficient knowledge of the Products, their specifications, functions, and estimated performance, and has made all necessary enquiries before placing the purchase order. Buyer agrees to purchase the Products as they are and guarantees to use them solely for its own commercial or non-military scientific research purpose.

1.8 All Contracts are of a B2B nature and the Products shall not be considered consumer goods. By placing a Purchase Order, Buyer represents it is not a “consumer” as defined by Directive 2011/83/EU. Any Purchase Order intended as a consumer purchase shall be clearly communicated to Seller in advance, which Seller may reject at its discretion.

2. Definitions

In these T&C, the following expressions shall have the meanings set out below:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

“Confidential Information” means any non-public proprietary information that is technical, commercial, financial, or otherwise confidential by its nature, including without limitation technical data, know-how, business plans, pricing, cost structures, customer and supplier information, product development roadmaps, inventory levels, estimates and forecasts, and other trade secrets, regardless of the medium or form of communication.

“Dual-Use Items” means items, including software, technology and services, which can be used for both civil and military purposes, or may be used to enhance military potentials, as identified in applicable EU, Estonian, Chinese, U.S., national or international dual-use and export control regulations.

“China” or “the People’s Republic of China” means Mainland of the People’s Republic of China, excluding its special administrative regions.

“Intellectual Property” or “IP” means all intellectual property rights including but not limited to rights in patents, utility models, designs, copyrights, know-how, trademarks, trade names, domain names, semiconductor topography rights, and database rights, whether registered or unregistered, including applications, renewals, and extensions thereof.

“Purchase Order” means an order for Products successfully submitted by Buyer via the Seller’s website without revision or cancellation as set out in Article 1.5, or by written request to Seller which is accepted upon Seller’s issuance of ARO. Purchase Order is an integral part of a Contract.

“Acknowledgement of Receipt of Order” or “ARO” means Seller’s written confirmation of acceptance of an order as a Purchase Order.

“Restricted Party” means any person or entity identified on, or located or incorporated in a country or region identified on, any applicable sanctions, restricted party, denied party, export control, dual-use control, or similar lists maintained, published, or enforced by relevant authorities.

“Sanctioned Territory” means any country, region, or territory to which the sale, export, or re-export of Dual-Use Items is prohibited or materially restricted under applicable sanctions or trade restriction regimes.

“Service” means any non-physical services such as technical support, integration assistance, testing, or consultancy to be performed by Seller under the Contract.

3. Order of Precedence

Inconsistencies in the Contract shall be resolved in the following descending order of precedence: (i) special terms agreed in writing between the Parties when or after Seller accepts the Purchase Order; (ii) the Purchase Order; (iii) these T&C; (iv) other documents incorporated by reference.

4. Price and Payment

4.1 Prices of Products shall be as confirmed in the relevant Purchase Order, denominated in Euros (EUR) unless otherwise agreed in writing. Any departure from Seller’s standard T&C may result in revised pricing or delivery timescales as opposed to those indicated in Seller’s quotation.

4.2 All prices are on a DAP (Incoterms 2020) basis, with the designated place(s)/destination(s) specified in Purchase Order, unless otherwise agreed in writing. All bank fees, transfer charges, currency conversion costs, and similar transactional costs shall be borne exclusively by Buyer.

4.3 All payments shall be made by bank transfer to Seller’s designated account, either by credit card or debit card, or through PayPal. Payment is not deemed effectuated and received until Seller’s account is fully and irrevocably credited.

4.4 Seller’s prices assume no financial guarantees are required. If Buyer requests any such instrument, including Standby Letters of Credit, Bank Guarantees, or performance bonds, Seller may adjust the prices accordingly.

4.5 For deliveries within the EU, Seller’s quotation assumes an intra-Community supply and application of the VAT reverse charge mechanism under Council Directive 2006/112/EC. For deliveries outside the EU, VAT is not included, and Buyer is responsible for any import duties, taxes, customs charges, or other levies applicable in the destination country.

4.6 Buyer shall not offset, withhold, or reduce any payment due to Seller. Where Buyer is legally required to withhold tax, Buyer shall gross up the payment so that Seller receives the full amount it would have received without the withholding.

4.7 Except for cases in which a Purchase Order is placed on Seller’s website, unless otherwise agreed in writing, fifty percent (50%) of the total Purchase Order value shall be paid within thirty (30) days of issuance of the ARO, and the remaining fifty percent (50%) shall be paid as a pre-condition to shipment upon Seller’s notice.

4.8 If Buyer fails to pay when due, Seller may suspend performance and delivery until all outstanding payments are received, without prejudice to any other rights or remedies.

4.9 The Products shall remain the property of Seller until paid for in full, whether before or after delivery thereof.

5. Packing and Delivery

5.1 Unless otherwise agreed in writing, Seller shall pack all Products in accordance with good commercial practice suitable for the Products and in compliance with applicable transport regulations.

5.2 Unless otherwise specified in the Purchase Order, delivery shall be on a DAP (Incoterms® 2020) basis to the place designated in the Purchase Order upon receipt of full payment. Partial shipment is permitted unless otherwise indicated in Purchase Order or restricted by applicable laws.

5.3 Risk of loss of or damage to the Products shall pass to Buyer upon delivery at the designated place. Title shall pass to Buyer upon receipt by Seller of payment in full for the corresponding Purchase Order.

5.4 Delivery time shown on Seller’s website or quotation is for reference only. If Seller anticipates delay, it shall promptly notify Buyer in writing. If delay is caused by force majeure or Buyer’s act, the delivery time shall be extended reasonably.

5.5 Seller has the right to postpone delivery if Buyer fails to sign Non-Disclosure Agreement, End-Use Agreement, end-use declaration, or any other documents relevant to export control or sanctions compliance required by any relevant competent authority.

6. Inspection and Acceptance

6.1 Buyer shall inspect the Products promptly upon receipt and carry out any acceptance testing necessary to verify their function and quality. Buyer shall make claims for defects or non-conformity by detailed written notice to Seller within twenty (20) days of arrival at the designated place.

6.2 If Buyer does not reject any Products in writing within the inspection period, such Products shall be deemed conforming and accepted.

6.3 Where a defect is attributable to Seller, Seller shall, at its discretion, replace or refund the defective Products and bear shipment costs associated with the replacement or return.

7. Changes

7.1 Buyer may, before shipment, request changes to the method of shipping or packing, or time or place of delivery. Any such change shall be confirmed by both Parties in writing.

7.2 If such change causes an increase in cost or time required for performance, Seller may request an equitable adjustment in price, delivery schedule, or other affected terms.

7.3 Subject to Seller’s prior written consent, export control compliance requirements, and inventory availability, Buyer may request a change to the Products before delivery or within thirty (30) days from delivery. Seller retains sole discretion to accept or reject such request.

8. Warranty

8.1 Seller warrants that the Products shall conform to the specifications set forth in the Contract for a period of twelve (12) months from the date of delivery.

8.2 The Products are delivered in their current condition, and the warranty against hidden defects is excluded due to the nature of the Products and the expertise of the Parties.

8.3 If a defect is discovered within the Warranty Period, Seller shall, at its sole discretion, repair or replace the defective Products free of charge, or refund the purchase price attributable to the defective Products.

8.4 The Products are not designed, authorised or warranted for use in military, life-support, or safety-critical applications, or where failure could result in personal injury, death, or severe property or environmental damage. Use in such applications is at Buyer’s sole responsibility and risk, and Buyer shall fully indemnify Seller for any resulting damages incurred by Seller.

8.5 Except for the express warranty set forth above, Seller makes no representations or warranties, express or implied, whether by statute or otherwise, and specifically disclaims any warranty of merchantability or fitness for a particular purpose.

9. Intellectual Property

All Intellectual Property owned by Seller prior to or independently of the Contract remains Seller’s sole property. Any Intellectual Property created by Seller in performing the Contract shall vest in and be owned by Seller.

10. Confidentiality

10.1 Each Party shall hold in strict confidence all Confidential Information received from the other Party and shall not disclose it to any third party or use it for any purpose other than performance of the Contract.

10.2 The Receiving Party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care.

10.3 If the Parties enter into a separate Non-Disclosure Agreement, such agreement is incorporated into and considered an integral part of these T&C.

11. Export Control and Dual-Use Items

11.1 The Products may constitute or contain Dual-Use Items subject to export control laws. Both Parties acknowledge that the sale, export, re-export, transfer, and use of the Products must comply with the End-Use Agreement signed by Buyer and all applicable export control laws.

11.2 When placing a purchase order, Buyer shall execute an End-Use Agreement in Seller’s prescribed form, and if required by relevant government authorities, also End-Use declarations and similar documents.

11.3 Where delivery is subject to an export or import licence, Seller shall obtain any export licence and Buyer shall obtain any import licence, each at Buyer’s risk and expense.

11.4 If an export licence or any other authorisation is required, Buyer shall provide all documents necessary for the application. Any delay shall extend the delivery time accordingly.

11.5 Buyer shall notify Seller in writing at the earliest possibility if Buyer becomes aware of, or has reasonable grounds to suspect, any change of end-use, end-user, and final destination.

12. Sanctions and Trade Restrictions

12.1 Buyer represents and warrants that neither Buyer nor any of its beneficial owners, directors, officers, employees, agents, or Affiliates is a Restricted Party or is owned or controlled by a Restricted Party.

12.2 Buyer shall maintain adequate internal controls and screening mechanisms to ensure no Products are made available to any Restricted Party or in any Sanctioned Territory.

12.3 Buyer shall promptly notify Seller in writing if Buyer becomes aware of, or has reasonable grounds to suspect, any breach or potential breach of this Section 12.

13. Compliance with Laws and Anti-Corruption

13.1 Each Party shall comply, and shall procure compliance by its officers, directors, employees, agents, and subcontractors, with all applicable anti-bribery and anti-corruption laws.

13.2 Neither Party shall directly or indirectly offer, promise, give, authorise, request, or accept any financial or other advantage to improperly obtain or retain business.

13.3 Each Party represents that it maintains adequate compliance policies and internal controls regarding anti-bribery and anti-money-laundering duties.

13.4 Any gift, hospitality, or promotional expenditure in connection with the Contract shall be transparent, proportionate, reasonable, and properly recorded.

13.5 Each Party shall promptly notify the other in writing if it becomes aware of or reasonably suspects any breach of this clause.

14. Indemnity

Buyer shall indemnify, defend, and hold harmless Seller and its beneficial owners, directors, officers, employees, agents, and Affiliates from all damages, liabilities, losses, costs, fines, penalties, and expenses arising out of breach of Sections 11 and 12. Each Party shall indemnify, defend, and hold harmless the other for damages arising out of breach of Section 13.

15. Limitation of Liability

15.1 Considering the special nature of the Products supplied, to the fullest extent permitted by law, Seller’s total aggregate liability under each Contract shall not exceed the amounts actually received by Seller under the corresponding Purchase Order giving rise to the claim. Seller shall not be liable for indirect, incidental, special, consequential, or punitive damages.

15.2 For any Products that are launched into space, Seller shall have no responsibility or liability for any damages or losses, whether direct or indirect, arising from or relating to events occurring as part of or after the commencement of the launch procedure.

15.3 Any warranty shall expire upon commencement of the launch procedure carrying the Products into space.

15.4 Aside from as set forth in Article 5.4, all other claims against Seller based on delay shall be excluded.

15.5 Without limiting the warranty under Section 8 above, Seller shall not be obligated to replace Products if conducting replacement would be impossible, unreasonable, or exceed the limitation of liability under this clause.

16. Force Majeure

16.1 Neither Party shall be liable for failure or delay in performing obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, government acts, war, terrorism, riots, fires, floods, earthquakes, epidemics, pandemics, strikes, severe weather, natural disasters, and defaults of suppliers or subcontractors.

16.2 The affected party shall notify the other party in writing without delay of the occurrence and cessation of the Force Majeure Event.

16.3 If the Force Majeure Event continues for a period exceeding six (6) consecutive months, either Party shall be entitled to terminate the Contract by written notice.

17. Termination

17.1 Either Party may terminate the Contract by written notice if the other Party commits a material breach and fails to remedy such breach within thirty (30) days of receiving written notice.

17.2 Seller may terminate immediately, without notice or liability, if Buyer breaches Sections 11, 12 or 13; Buyer becomes subject to bankruptcy or insolvency proceedings; or Seller is prohibited from performing Contract by applicable law.

17.3 In the event of termination, Buyer remains liable for all amounts invoiced or accrued up to the effective date of termination.

17.4 Should Buyer terminate or cancel the Contract before delivery for any reason not attributable to Seller, Seller shall charge a termination/cancellation fee of 10% of the total amount of standard Products and Services, and up to 100% of customised or non-standard Products and Services.

18. Dispute Resolution

18.1 The Parties shall attempt in good faith to resolve any dispute arising out of or relating to the Contract through negotiation.

18.2 Any dispute not resolved within thirty (30) days shall be submitted to arbitration before the Court of Arbitration of the Estonian Chamber of Commerce and Industry. The seat of arbitration shall be Tallinn, Estonia, and the arbitration shall be conducted in English.

18.3 The Parties shall keep confidential all awards and materials from arbitration proceedings, except where disclosure is required by law or for enforcement of awards.

19. Governing Law

19.1 The Contract, including these T&C, shall be governed by and construed in accordance with the laws of Estonia, without regard to conflict of laws principles.

19.2 The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

20. Assignment

Neither party may assign or transfer its rights or obligations under the Contract without the prior written consent of the other Party. Any assignment in contravention of this Section shall be null and void.

21. Relationship of Parties

The Parties are independent contractors. Nothing in these T&C creates any partnership, joint venture, agency, or employment relationship. Neither Party has any authority to act for, bind, or create any obligation on behalf of the other.

22. Data Protection

22.1 Buyer acknowledges that Seller may process personal data relating to Buyer’s personnel or contacts in performing the Contract, in accordance with Regulation (EU) 2016/679 (GDPR) and applicable national legislation.

22.2 Such personal data shall be processed for management and performance of the contractual relationship, compliance with legal and regulatory obligations, and pursuit of Seller’s legitimate interests.

22.3 Data subjects have the right of access to their personal data and the right to rectify incorrect data.

23. Publicity

Neither Party shall make or authorise any news release, advertisement, or other public disclosure relating to the Contract or the transactions between the Parties without the prior written consent of the other Party.

24. Survival

Upon expiration or termination of the Contract, Sections 9, 10, 11, 12, 13, 14, 15, 18, 19, 22, 23 and any provisions which by their nature should survive shall continue in full force and effect.

25. Severability

Each section and article of these T&C is severable. If any provision is declared invalid or unenforceable, the remaining provisions shall continue in full force and effect.

26. Notices

26.1 All notices, demands, consents, approvals, and other communications required or permitted to be given under these T&C shall be at least in a format reproducible in writing and shall be delivered by personal delivery, recognised courier service, or email.

26.2 A Notice shall be deemed received if delivered by hand at the time of delivery, if sent by courier on the date shown on the proof of delivery, or if sent by email at the time of transmission, provided that no automated failure notification is received.

27. Waiver

No failure or delay by either Party in exercising any right under these T&C shall constitute a waiver thereof. The partial exercise of any right shall not prevent further exercise, and a waiver of any breach shall not be construed as a waiver of any subsequent breach.