TERMS AND CONDITIONS OF SALE

All quotations and sales by CONFIDEE AS and its subsidiaries (hereafter CONFIDEE) are subject to these terms and conditions.

1. Agreement

   1. This document, and not any purchase order or other Customer document (which, if construed to be an offer, is hereby rejected), will be deemed an offer and is a rejection of any other terms or conditions.  

2. Accepting any quotation, printed circuit (product), service or ordering any product or service, or making any payment, upon receiving these terms and conditions, a party will be deemed to have consented to these terms and conditions, notwithstanding any terms contained in any prior or later communication from Customer and whether or not CONFIDEE will specifically or expressly object to any of the Customer's terms.

3. Failure by CONFIDEE to object to any document, communication or act of Customer will not be deemed a waiver of any of these terms and conditions. A new agreement or change to these terms and conditions, must be signed in writing by a member of the C-level of CONFIDEE AS. A new agreement or change to these terms and conditions, is only valid for orders placed after the date of the last and final signature of the agreement.

4. Intellectual Property 

   1. The submitting party retains the exclusive rights to all drawings, technical and commercial documents regarding its products and services. CONFIDEE is allowed to share Customer data with its approved subcontractors that has signed a Non-Disclosure Agreement.

5. All rights in software and other intellectual property owned or licensed by CONFIDEE or the supplier are hereby reserved and deemed restricted or limited. CONFIDEE makes no representation or warranty with respect thereto and will have no liability in connection therewith. The Customer will not use CONFIDEE Software as a service provider or as part of a product or service offering to a third party, without the prior written consent of CONFIDEE.  

6. If Customer provides CONFIDEE with any intellectual property, Customer warrants that it has all necessary legal rights to such property. Customer will indemnify CONFIDEE against and hold it harmless from any and all liability, cost or expense arising out of or relating to any (I) breach or alleged breach of these terms and conditions, or (II) Customer’s use or sale of the products or services, including infringement claims that arise from Customer’s use of products or services in combination with other products or services. 

7. Quotation and Order 

   1. The validity of the quotation is stated in the respective quotation, if there is no stated validity, the quotation is valid for 30 calendar days. The Customer is responsible for examining and ensuring that CONFIDEE's quoted specification is in accordance with Customer instructions and files.  

8. CONFIDEE reserves the right to accept or decline any order. The order is binding for the Customer once it is transmitted to CONFIDEE and binding for CONFIDEE once the written order confirmation is sent to the Customer. The Customer shall receive an order confirmation within 2 working days, after technical and/or other uncertainties are resolved. Lead time is calculated based on working days and each week consists of 5 working days. 

9. New orders or placed and confirmed orders are subject to price adjustment upon supplier cost increase, quotation error, change of manufacturer or transportation, and Customer rescheduling or reconfiguration. The Customer shall be informed in due time of the price adjustment. The Customer has the right to cancel the order in writing, at zero costs for 5 working days after receiving the price adjustment information. If the order is not cancelled, it will be manufactured and delivered with the new price. 

10. CONFIDEE may assign its accounts receivable. In order to defray the cost of Customer account administration, any amount owed to Customer which remains unclaimed by Customer for a period of twelve months will become the property of CONFIDEE. 

11. Delivery 

    1. Terms of delivery are stated in the quotation and accepted in the order confirmation. The trade term «Incoterm» is a reference to the Incoterms® 2010 rules stated by the International Chamber of Commerce. If no Incoterm is stated by a party, the delivery shall be Ex Works (EXW) manufacturing address.

12. If CONFIDEE is unable to deliver in accordance with the agreed delivery time or if a delay seems likely, CONFIDEE shall without undue delay notify the Customer in writing, stating the reason for the delay and if possible, when the delivery can be expected.

13. If a delivery is delayed due to force majeure, the time of delivery shall be extended with a reasonable time in relation to the circumstance. CONFIDEE will not be liable for delay or failure to deliver due to force majeure or circumstances attributable to the Customer. 

14. An order can be cancelled at zero cost until 1.5 times the latest quoted or communicated lead time of the order or minimum 30 days, whichever is longer. The customer is obliged to pay for costs that cannot be cancelled, such as NRE, special material that cannot be allocated to another order and any work-in-progress material at cost and an additional 10% of termination service fee of the total order value. 

15. CONFIDEE can deliver and invoice the ordered quantity with a variation of plus or minus 10% of the ordered quantity, up to 7 working days prior to the agreed delivery date.  If a consecutive order has been placed, the plus or minus quantity can be adjusted on the next order. 

16. CONFIDEE has the exclusive right to cancel an order for an incomplete quantity of boards delivered (Rest order). 

17. CONFIDEE is not liable for any unexpected or additional transportation costs due to foreseen and unforeseen events or force majeure. Any change in transportation method from e.g. Boat to Air or Air to Train is at the sole expense and cost of the Customer, irrespective of the reason for the delay, potential cost or any other foreseen or unforeseen reason. The Customer shall in no event be entitled to indirect, consequential, incidental, punitive, or special damages arising as a result of a delayed order.

18. Customer will pay for storage charges if CONFIDEE holds products at Customer's request pending instructions or rescheduled delivery. No returns or refunds may be made for any reason without compliance with CONFIDEE return or refund policy. If Customer refuses to accept tender or delivery of any products or returns any products without authorization from CONFIDEE, such products will be held by CONFIDEE awaiting Customer's instruction for 20 days, after which CONFIDEE may deem the products abandoned and dispose of them as it sees fit, without crediting Customer's account. Customer warrants that any products returned are the same products CONFIDEE shipped and packaged to Customer and, except as disclosed in writing to CONFIDEE, are unaltered.

19. Orders can be rescheduled a maximum of 2 times, with minimum 5 working days change, but not if production has started. One cannot reschedule or “pull in” orders with special material, solder mask, or Boat and Train transportation.

20. Calculating delivery performance is based on the accepted delivery date by CONFIDEE and not the complete delivery of the original order quantity. 

21. Payment 

    1. Except as otherwise set forth on the CONFIDEE invoice or acknowledgment, terms of payment are net thirty (30) days from invoice date and prices are EXW manufacturer address. The invoice is sent to the Customer when the product is shipped from the supplier, due to Customs and VAT handling. 

22. VAT is applicable and stated on the CONFIDEE invoice or acknowledgement, when and if it is applicable for the CONFIDEE invoice. Customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale of the Product, will be invoiced directly to and paid by the Customer. 

23. All invoices must be paid on time and in full irrespectively of any warranty case. Any past due balance will accrue interest at the monthly rate of 1.5%. CONFIDEE reserves the right to modify any terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of Customer's creditworthiness or should Customer fail to fulfil any obligation. CONFIDEE reserves the legal rights to the delivered products, until the payment is paid in full including interest.

24. CONFIDEE’s rights and remedies will be cumulative and not exclusive. Customer is responsible for all losses, costs and expenses incurred by CONFIDEE in collecting any sums owed by Customer, including reasonable attorney fees. CONFIDEE shall have the right to offset against any amounts owed by CONFIDEE or any subsidiary to Customer. These terms and conditions, all transactions and any other matter arising out of or related hereto or thereto are governed by the laws of Norway. The parties waive any right to trial by jury. 

25. The Customer and CONFIDEE are only liable for the financial fee of payments in their respective country. The invoice shall be paid in full irrespectively of any fees as e.g., clearing houses (banks) at the Customer's sole expense, the invoice amount shall enter the final account of CONFIDEE in full. 

26. Orders purchased and sold in different currencies will have the exchange rate of the respective currencies stated on the offer and invoice. A fluctuation in currencies from the time of offer to the time of invoicing, exceeding a 1% negative impact for CONFIDEE, will automatically be adjusted on the invoice, by netting the loss for CONFIDEE. A positive impact of currency fluctuation will be reserved for CONFIDEE, as this serves to cover for negative impact.

27. Warranty 

    1. CONFIDEE warrants that its products shall be free of defects in material and workmanship at the date of delivery to the Customer. Products are delivered according to Customer and IPC specifications, and technical discussions during the development, tooling, and supplier manufacturing.

28. The Customer shall upon delivery inspect the products. Shortages, complaints, defects, and remarks must be notified in writing to CONFIDEE, within fourteen days (14) from the day the defect became known or should have become known to the Customer. If a complaint is not made within this time, the right to make a complaint is forfeit. 

29. CONFIDEE warranty period for solderability of the surface finishing is limited to six (6) months for OSP, Immersion, Silver and Immersion Tin after the marked manufacturing date on the product, or twelve 12 months for HASL, LF HASL, ENIG, ENEPIG, Hard Au.

30. CONFIDEE warranty is not applicable when product failure is caused by (I) improper handling, (II) faulty assembly, (III) repair without or not according to CONFIDEE instructions, (IV) subject to abnormal physical or electrical stress or misuse, (V) used for assembly after a potential warranty case has been identified, (VI) incorrect applicable industry standards, (VII) employed unskilled workmanship in their profession, (VIII) errors or lack of information in Customer files, (IX) unshared information regarding previous faulty deliveries from another supplier on the same product, or (X) faulty storage by the Customer.

31. Technical advice offered or given in connection with the use of any products or services will be as an accommodation to Customer and CONFIDEE shall have no liability whatsoever for the content or use of such advice.

32. CONFIDEE has the right to claim the alleged defect products returned for analysis and reserves the right to make destructive analysis of assembled boards and will not accept costs for external investigations, unless otherwise agreed to in writing. Any return products and transport method must be pre-approved by CONFIDEE in writing. Products can only be returned when CONFIDEE has approved and issued a Return Material Authorisation, the product shall be returned in the same packaging conditions as received at the expense of CONFIDEE.

33. In the event CONFIDEE in writing informs that there is no supplier or CONFIDEE warranty, Customer takes all such products and services “as-is” with all faults and without any warranty whatsoever.  

34. To the extent provided by the applicable supplier, all products, services, components, and materials utilized in any assembled or customized products or services, are covered by, and subject to, the terms, conditions, and limitations of the supplier’s standard warranty, which warranty is expressly in lieu of any CONFIDEE warranty.

35. Customer acknowledges that except as set forth in this warranty, there are no representations, implied warranty or conditions of any kind (including, without limitation, in advertising materials, or other descriptive literature) by CONFIDEE, express or implied, oral or written as to the condition or performance of any products or services, non-infringement, arising from a course of dealing, trade practise, usage, merchantability or fitness for a particular purpose, are hereby excluded to the extent allowed by applicable law.  To the extent an implied warranty cannot be excluded, such warranty is limited in duration to the warranty period. All support and maintenance services are provided “as is”.

36. Limitation of liability 

    1. Customer's exclusive remedy, if any, under these warranties is limited, at CONFIDEE's selection, to any one of (I) the purchase price of the defective product, (II) repair or re-performance by CONFIDEE of any product or services found to be defective, or (IV) replacement of any such product. 

37. Compensation for assembled components, expenses, external advisors, testing, re-programming machines or other cost for rework or repair cannot be higher than the purchase price of the defect product, unless otherwise agreed in writing. 

38. Neither CONFIDEE nor its suppliers will have any liability or obligations to Customer or any other person for any claim, loss, damage, or expense caused in whole or in part by the inadequacy of any products, or services for any purpose, by any deficiency or defect in any products or services (whether or not covered by any warranty), by the use or performance of any products, or services or by any failure or delay in CONFIDEE´s performance hereunder, or for any special, direct, indirect, incidental, cost of replacement goods or services, rework, loss of data, consequential, exemplary or punitive damages, however caused, including, without limitation, personal injury or loss of business or profit, whether or not customer has informed CONFIDEE of the possibility or likelihood of any such damages. In no event will CONFIDEE´s liability, regardless of bases (including tort, contract, indemnification or otherwise), exceed the price paid for the products or services giving rice to the claim 

39. Force Majeure 

    1. CONFIDEE will not be liable for any failure or delay in its performance or in the delivery of services or shipment of products, or for any damages suffered by Customer by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by CONFIDEE's suppliers or any other cause or causes beyond CONFIDEE's reasonable control.  

    2. CONFIDEE shall employ its commercial efforts to mitigate potential negative effects, and promptly in writing inform the Customer of any challenges, its performance shall be excused, and the time for performance shall be extended for the period of delay or inability to perform due to such occurrences.

40. Confidentiality 

    1. Any information in writing or oral the Parties disclose to the Recipient such as documents, components, parts, information, drawings, data, sketches, quotes, purchase orders, prices, strategies, plans, programs, specifications, techniques, processes, software, inventions and other materials, of a secret, confidential or proprietary nature, including without limitations any and all information relating to marketing, finance, forecasts, invention, research, design or development of information systems, and any and all subject matters claimed in or disclosed by any patent application prepared of filled by on behalf of any of the Parties.

41. Confidential information excludes any information that is: (I) publicly available without breach of this Terms and Conditions of Sale by the Recipient, (II) described in an issued patent anywhere in the world, (III) generally disclosed to thor parties by the DIsclosure, (IV) approved for release by written authorization by the Disclosure, (V) known by the Recipient before receipt of confidential information by the Disclosure, (VI) or independently developed by and for the Recipient.

42. Compliance with Applicable Laws and Regulations 

    1. It is the Customers responsible to determine and classify whether its products and services are subject to regulations and laws including but not limited to, the Common Military list of the European Union, United States Munition List, Dual-Use, and the European Space Agency.  

    2. The Customer shall not export, re-export, transfer, or otherwise make available any products, software, technology, or data provided under this agreement, directly or indirectly, to Russia or for use in Russia. The Customer is solely responsible for ensuring compliance with all applicable export control and sanctions laws and regulations, including those imposed by the European Union, United Nations, United States, and any other relevant authorities.

43. Customers shall inform CONFIDEE of any and all internal integrity due diligence assessments, product classifications, export requirements, applicable regulations, existence of an Internal Compliance Program, and requirements from any and all end customers or governments. 

44. Customers shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures including requirements applicable to the use of Products under the laws and regulations of any government where the Products are to be used (collectively "Applicable Laws"). The Customer will indemnify and hold harmless CONFIDEE, for any violation or alleged violation of any Applicable Laws.

45. Products may be subject to export or resale restriction or regulation, and Customer acknowledges that it will comply with such restrictions and regulations. Any statement as to product country of origin, ECC Number, IHTS Code, parametric or conflict mineral data or compliance with applicable law (including, without limitation, that products are lead-free or RoHS compliant) is as provided to CONFIDEE by its suppliers, and CONFIDEE does not warrant its accuracy and will not be liable for any error regarding the same. Customer uses such information at its own risk. 

46. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other; such consent can not to be unreasonably withheld or delayed. This Agreement supersedes all prior communications, transactions, and understandings whether oral or written, and, together with any applicable click-through agreements, constitutes the sole and entire agreement between the parties pertaining the referenced quotations or purchase orders. No modification, addition or deletion, or waiver of any of the terms and conditions of this Agreement will be binding on either party unless made in a non-pre-printed agreement clearly understood by both parties to be a modification or waiver and signed by a duly authorized representative of each party. 

47. This Agreement will be governed by the laws of Norway, any dispute, which cannot be solved by mutual negotiation, shall be settled under Norwegian law. Alternatively, if agreed upon by all parties an applicable law in another country may be used to resolve the dispute. 

48. Termination and Severability 

    1. This Agreement commences as the first quotation is sent to the Customer or order placed to CONFIDEE, and it will continue and be in effect, until it is terminated in writing, by either party, with a thirty (30) days' notice period. 

49. If either party breaches a material provision of this Agreement or fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching party will have the right to terminate this Agreement, including all licenses granted to Customer hereunder, at any time. Customer’s breach of a payment obligation constitutes a default the date the payment is due and CONFIDEE will have the right to terminate this Agreement immediately and without any notification. All accrued obligations and outstanding payments shall survive the termination of this Agreement. 

50. If any portion of this Agreement is considered to be invalid, unenforceable due to provisions of national law or held invalid, this shall not affect the validity or enforceability of other terms and conditions of the document. CONFIDEE reserves the right to amend these terms and conditions of sale at any given time. The latest version of this document is available on our website and portals.