Terms of Service

1. Definitions

In these Terms, the following definitions apply:

• "Nordic PCB", "we", "us", "our": Nordic PCB ApS, CVR no. 46360397.
• "Customer", "you", "your": The business entity that requests a quote, places an order or otherwise uses our services.
• "Services": The procurement, sourcing and coordination services provided by Nordic PCB, including PCB fabrication, PCBA turnkey assembly and component sourcing.
• "Supplier": A third-party manufacturer, EMS facility or component distributor in Nordic PCB's network that produces or supplies goods on Nordic PCB's behalf.
• "Deliverable": The bare boards, assembled PCBs, components or other physical goods to be delivered under an Order.
• "Order": A binding order placed by the Customer and confirmed by Nordic PCB.
• "DFM Review": Design for Manufacturability review performed by certified Suppliers in Nordic PCB's network.

2. Scope and Trading Model

Nordic PCB acts as a trading company. We source goods from certified Suppliers and resell them to the Customer in our own name and for our own account. We invoice the Customer directly and are the Customer's commercial counterparty for all Orders.

Nordic PCB does not operate as a marketplace, broker or agent. The Customer's contract is with Nordic PCB, not with the Supplier.

Nordic PCB is not a payment service provider and does not process payments on behalf of Suppliers.

3. Quotes and Quote Validity

Quotes are provided free of charge based on the design files and specifications you upload. Quotes are non-binding and indicative until accepted in writing by both parties and confirmed by Nordic PCB.

Unless otherwise stated, quotes are valid for 14 calendar days from the date of issue.

Quotes may be revised or withdrawn at any time before order confirmation, including in the event of pricing changes, component shortages or supply chain disruptions.

Quotes are based solely on the information provided by the Customer. The Customer is responsible for ensuring the accuracy and completeness of design files, BOMs and specifications.

4. Order Confirmation

A binding Order is formed when (a) the Customer accepts a quote in writing, (b) Nordic PCB confirms the Order in writing, and (c) the Customer has paid the required upfront amount in cleared funds.

Specifications become final and immutable upon Order confirmation. Any changes after confirmation may require a revised quote, additional charges, an updated delivery date, or cancellation.

5. Payment Terms

Full payment of the Order amount is required before production starts. Production will not be initiated, and no Supplier will be engaged, until cleared funds have been received by Nordic PCB.

All prices are exclusive of VAT, customs duties and shipping costs, unless expressly stated otherwise. The Customer is responsible for any such charges.

All prices are in Euro (EUR), unless otherwise agreed.

In the event of late payment, Nordic PCB is entitled to charge default interest in accordance with the Danish Interest Act (Renteloven) and to suspend Services until payment is received. Established Customers may, at Nordic PCB's sole discretion, be offered alternative payment terms (such as deposit and balance on delivery) following a credit assessment. Such terms must be agreed in writing.

6. Delivery and Risk

Unless otherwise agreed in writing, all Deliverables are delivered DAP (Delivered at Place) to the address designated by the Customer, in accordance with Incoterms® 2020. Risk passes to the Customer upon delivery at the agreed destination.

Quoted lead times begin from the date Nordic PCB receives all necessary information, files and cleared payment. Lead times are estimates only. Time is not of the essence unless expressly agreed in writing.

Nordic PCB is not liable for delays caused by Suppliers, carriers, customs authorities, force majeure events or other circumstances beyond our reasonable control.

7. Inspection and Notice of Defects

The Customer must inspect the Deliverables promptly upon receipt and notify Nordic PCB in writing of any defects, shortages or non-conformities within 10 business days of delivery.

Defects that are not reasonably discoverable on visual inspection must be notified in writing without undue delay after they are discovered, and in any event no later than 3 months after delivery.

Failure to notify defects within these periods constitutes acceptance of the Deliverables and forfeiture of any claim relating to such defects.

8. Warranties

Nordic PCB does not provide its own product warranty. Deliverables are sold subject to the warranty (if any) provided by the relevant Supplier. Nordic PCB will, on reasonable request and at its discretion, pass through to the Customer any Supplier warranty claims it is able to enforce, subject to the terms and limitations of the Supplier's warranty.

To the maximum extent permitted by law, all other warranties, conditions and terms, whether express or implied (including any implied warranty of merchantability, fitness for a particular purpose or non-infringement), are excluded.

Nordic PCB does not warrant that DFM Review or other technical checks will identify all design or manufacturing issues. DFM Review is provided as a courtesy and does not transfer responsibility for the design from the Customer to Nordic PCB. The Customer remains solely responsible for the suitability, functionality and regulatory compliance of its designs and end products.

9. Limitation of Liability

To the maximum extent permitted by law, Nordic PCB's total aggregate liability arising out of or in connection with an Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the value of that Order (excluding VAT). Nordic PCB shall not be liable for any of the following types of loss, regardless of foreseeability:

• Loss of profit or anticipated profit;
• Loss of revenue or income;
• Loss of business or business opportunity;
• Loss of goodwill or reputation;
• Loss or corruption of data;
• Production downtime, operational interruption or loss of use;
• Recall costs, retrofit costs or replacement product costs;
• Any indirect, consequential, incidental, special or punitive damages.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under mandatory Danish law, including liability for fraud, gross negligence or wilful misconduct.

10. Force Majeure

Nordic PCB is not liable for any failure or delay in the performance of its obligations to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemics, epidemics, government action, fire, flood, earthquake, embargoes, labour disputes, transport disruptions, raw material or component shortages and Supplier failures. If a force majeure event continues for more than 90 days, either party may terminate the affected Order by written notice.

11. Intellectual Property and Confidentiality

The Customer retains all intellectual property rights in its design files, BOMs and other materials submitted to Nordic PCB. The Customer grants Nordic PCB a non-exclusive, royalty-free licence to use, copy and share such materials with Suppliers solely to the extent necessary to perform the Services. The Customer warrants that it has all necessary rights in the materials it submits and that the production of Deliverables based on those materials does not infringe any third-party rights. The Customer shall indemnify Nordic PCB against any third-party claim arising from such infringement. Each party shall treat the other party's confidential information as confidential and shall not disclose it to any third party, except (a) to Suppliers to the extent necessary to perform the Services, (b) as required by law, or (c) with the other party's prior written consent.

12. Non-Circumvention

Suppliers in Nordic PCB's network are subject to non-circumvention obligations and may not contact our Customers directly in connection with the Services. The Customer agrees not to solicit or contract directly with a Supplier introduced through Nordic PCB for goods or services equivalent to those provided through Nordic PCB for a period of 24 months following the most recent Order.

13. Cancellation and Changes

Orders are binding upon confirmation and payment. Cancellation after Order confirmation is generally not possible. If cancellation is requested, the Customer is liable for all costs incurred by Nordic PCB and its Suppliers up to the date of cancellation, including but not limited to tooling, materials, components, work in progress and any non-cancellable Supplier obligations.

14. Termination

Nordic PCB may suspend or terminate Services and any open Orders with immediate effect if the Customer (a) materially breaches these Terms and fails to remedy the breach within 14 days of written notice, (b) becomes insolvent or subject to insolvency proceedings, or (c) fails to make payment when due.

15. Data Protection

Nordic PCB processes personal data in accordance with its Privacy Policy and applicable data protection law.

16. Export Control and Compliance

The Customer is responsible for complying with all applicable laws and regulations relating to the import, export, transfer and use of the Deliverables, including any export control, sanctions and customs laws. The Customer warrants that it will not use the Deliverables for any prohibited purpose or in any prohibited country.

17. Changes to These Terms

Nordic PCB may amend these Terms from time to time. The version in force at the time of Order confirmation applies to that Order. The current version is always available on nordicpcb.com.

18. Governing Law and Dispute Resolution

These Terms and any non-contractual obligations arising out of or in connection with them are governed by Danish law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any conflict-of-laws rules that would result in the application of any other law.

In the event of a dispute, the parties shall first attempt in good faith to resolve the dispute through informal negotiation. If the dispute cannot be resolved within 30 days, the parties shall attempt to resolve it through mediation administered by the Danish Institute of Arbitration (Voldgiftsinstituttet) or a similar recognised mediation body.

If the dispute is not resolved through mediation within 60 days of the appointment of the mediator, it shall be referred to the ordinary courts of Denmark. The City Court of Copenhagen (Københavns Byret) shall have exclusive jurisdiction as the court of first instance.

19. Miscellaneous

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure by Nordic PCB to enforce any right under these Terms does not constitute a waiver of that right. The Customer may not assign or transfer its rights or obligations under these Terms without Nordic PCB's prior written consent.

20. Contact

For questions about these Terms, please contact:
Nordic PCB ApS
CVR no. 46360397
Horsensgade 7, 4. tv, 2100 København Ø, Denmark
Phone: +45 28 88 88 37
Email: info@nordicpcb.com