WELCOME! You have arrived here because you wish to take advantage of fast and premium PCBA design-to-manufacturing for the completion of printed circuit board assemblies (“PCBAs”) that you may have designed using Altium’s software or released from the Altium 365 platform. By placing an order for PCBA manufacturing herein you agree to the terms and conditions stated below.
These Altium PCBA Order Terms and Conditions (the “Agreement”) is entered into between Altium LLC and its affiliated companies (“Altium” herein) and you, the person or entity identified on the signature page (“CUSTOMER or “YOU”), and will be binding when you electronically accept these terms and conditions.
WHEREAS, CUSTOMER is desirous of obtaining manufactured printed circuit board assemblies (“PCBAs”) based upon information (“Specifications”) and designs (“Design(s)”) submitted by it pursuant to this Agreement;
WHEREAS, Altium offers a premium PCBA manufacturing option to persons like CUSTOMER which emphasizes both digital continuity and various services meant to improve the manufacturability of Designs submitted by CUSTOMER for manufacturing.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. TERM
This Agreement shall control Orders for PCBAs placed by CUSTOMER until such Orders are completed or this Agreement is terminated in accordance with its terms.
2. PRICING
2.1 Pricing. CUSTOMER shall have the right to purchase manufactured PCBAs based upon CUSTOMER Design and Specifications from Altium at a fixed price (USD) for a given design/configuration and quantity/volume based upon the information provided by CUSTOMER at the time of Order. All such prices are based upon single manufacturing runs and not multiple runs to produce the required PCBAs. Prices and volumes may be revised by Altium in the event of component/part/material (“Component”) market price changes as well as any adjustments permitted under Section 6 below. Variations or change orders in CUSTOMER requests for particular designs, volumes or delivery dates may result in higher prices for the finished PCBAs.
2.2 Exclusions from Price. The prices quoted to CUSTOMER when placing its Order for PCBAs are based on CUSTOMER’S Specifications and Designs the assumptions set forth in the information. Cost increases as a result of requested or necessary changes in such Specifications shall be entitled to the price adjustment set forth in Section 6.1, below.
2.3 Online Orders. All Orders will be processed as is. CUSTOMER will not be permitted to make changes to such an Order after payment has been made without prior electronic or written approval by Altium. Orders can only be cancelled or modified in accordance with Sections 6 and 10 below.
3. PAYMENT TERMS
Payment for all online Orders is due at the time of ordering. All Orders and payment therefore are final unless otherwise agreed electronically or in writing by Altium.
4. ORDERS – ALTIUM SERVICES
4.1 PCBA Orders.
(a) CUSTOMER will place Orders on the Altium 365 Platform for finished PCBAs. All such Orders must include detailed information and Specifications and Designs for the finished PCBA at a minimum listing the following information:
(i) quantity of the PCBAs;
(ii) delivery date or shipping schedule (pursuant to pricing in Exhibit 1);
(iii) location to ship;
(iv) transportation instructions.
(b). Altium in its sole discretion may accept or reject any CUSTOMER Order, for any reason. If Altium does not accept or reject the Order within 24 hours of being placed the Order shall be deemed accepted by Altium. In the event Altium is unable to meet the delivery schedule set forth in a proposed Order, or finds the Specifications, Design or schedule to be unacceptable for some other reason, the parties shall discuss the matter until they both agree on the Order or either party rejects the Order.
4.2 Components
(a) Altium and CUSTOMER understand and agree that in connection with any Orders placed for finished PCBAs, any issues concerning the components (the “Components”) in such PCBA builds, their supply and storage and, if need be, their return, shall be addressed as follows:
(i) CUSTOMER shall choose the Components to be used in its PCBAs, Altium will supply such Components, either itself or through its manufacturer, in building the finished PCBAs.
(ii) CUSTOMER understands and agrees that to the extent Altium or manufacturer purchases Components on CUSTOMER’s behalf CUSTOMER is solely responsible for the cost thereof and any related costs such as shipping or insurance in the event such Components are never used for the applicable Order. The cost of any unused Components purchased by Altium and, if returnable, their return, shall be borne entirely by CUSTOMER. To the extent Components have been incorporated into finished PCBAs their cost is absorbed as part of the Order.
(iii) Altium assumes no responsibility or liability for the selection of any Components or other materials for the goods that are the subject of this transaction. The CUSTOMER is solely responsible for ensuring that materials selected for goods to be manufactured by Altium meet any regulatory requirements or specifications including but not limited to Directive -2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS Directive) together with any national legislation implementing such Directive, ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, and USP. Any statements made by Altium personnel or specifications provided by Altium regarding materials should be verified by the CUSTOMER with the manufacturer of that material.
4.3 Altium Services
(a) Once Altium has accepted an Order it shall promptly place the Order with its manufacturer CUSTOMER acknowledges that Altium may change its manufacturer from time to time.
(b) Once an Order has been accepted Altium shall be responsible for the undertaking of all tasks necessary to take CUSTOMER’s PCBA Design from software to finished product. CUSTOMER understands and agrees that Altium and its manufacturer may use subcontractors in the manufacturing process and that tasks involved therein may be divided between such persons as they in their reasonable discretion see fit.
5. DELIVERY
Delivery. Unless otherwise agreed in writing all shipments of PCBAs to the CUSTOMER shall be FCA from Altium’s manufacturer’s facility. Title to and risk of loss or damage to the finished PCBAs shall pass to CUSTOMER upon tender thereof to CUSTOMER's carrier. The manufacturer shall mark, package and ship the finished PCBAs to the CUSTOMER and notify it of such shipment and of any anticipated delays.
6. CHANGES
General. CUSTOMER may request changes to its Design, the requested procedures, Specifications, bill of materials, shipping instructions and other related matters prior to the Design being sent to the manufacturer for production. CUSTOMER understands and agrees, however, that any such changes may result in an adjustment to the price and/or schedule for the Order. Altium shall respond to CUSTOMER in writing within 2 business days of receipt of a written request for change with an acceptance or rejection of the same and if the former, any adjustments to price or delivery date occasioned by such change. CUSTOMER shall accept or reject the proposed changes in pricing or schedule within 2 business days of receipt and if neither it shall be deemed rejected. Any rejection by CUSTOMER of price or schedule change will be deemed a rejection by Altium of the CUSTOMER requested change unless Altium expressly agrees otherwise in writing. In the event any such requested change is accepted and is one that affects the Design, its Specifications or other technical details. CUSTOMER shall pay Altium a $250 change notice processing fee for each such requested change together with any adjustments to the pricing or schedule hereunder.
7. WARRANTY
7.1 Altium Warranty
For one (1) year after the date of manufacture of any finished PCBA Altium warrants that such PCBA has been manufactured in accordance with the most current version of IPC-A-600 or IPC-A-610, or alternatively with the CUSTOMER’s Design and Specifications. In the event that CUSTOMER notifies Altium of a defect in a PCBA that the CUSTOMER asserts is in violation of this warranty Altium shall test and inspect the same and if in agreement with CUSTOMER’s assertion shall, at its sole expense, repair, replace or issue a credit for the non-compliant PCBA(s). Altium passes on to CUSTOMER any Component warranties to the extent they are transferable but in no event does Altium itself warrant any such Components on a standalone basis. Other than expressly provided in this Section 7.1, ALTIUM AND MANUFACTURER MAKES NO OTHER, AND HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
7.2 Exclusions from Warranty.
Any warranties provided by Altium hereunder do not apply to PCBAs that have defects or failures resulting from:
(i) CUSTOMER's Design issues including the selection of Components;
(ii) accident, disaster, neglect, abuse, misuse,
(iii) improper handling, testing, storage or installation including improper handling in accordance with static sensitive electronic device handling requirements by CUSTOMER;
(iv) alterations, modifications or repairs by CUSTOMER or third parties or
(v) defective CUSTOMER-provided test equipment or test software.
7.3 Remedy.
CUSTOMER’S SOLE REMEDY FOR ANY BREACH OF THE FOREGOING WARRANTIES THAT RESULT IN DEFECTIVE PCBAs SUPPLIED BY ALTIUM OR ITS AGENTS HEREUNDER SHALL BE THE REPAIR, REPLACEMENT OR APPLICABLE CREDIT TO CUSTOMER FOR SUCH DEFECTIVE MATERIALS.
8. CUSTOMER FURNISHED EQUIPMENT AND COMPONENTS
8.1 CUSTOMER understands that in most instances Altium through its manufacturer shall provide all Components required to manufacture the finished PCBAs. Altium may in exceptional cases agree to CUSTOMER-supplied Components or tooling, which in all cases shall be provided directly to Altium’s manufacturer. For any Components, equipment, tooling, Specifications or other documentation that CUSTOMER itself is required to provide for use in the manufacturing of the PCBAs for the Order (collectively the "Customer-Furnished Items") CUSTOMER shall furnish the same on a timely, current and complete basis as needed and directed by Altium or its manufacturer. CUSTOMER shall be responsible for all schedule delays, reasonable inventory carrying charges and allocated equipment down time charges associated with the incomplete, late or non-delivered Customer-Furnished Items.
8.2 Consignment Components. If the Order contains reference to one or more Components to be consigned (the “Consignment Components”) by CUSTOMER, CUSTOMER agrees to deliver all such Consignment Components to Altium or Altium’s manufacturer as nominated by Altium (i) on or by the required delivery date indicated in the Order, (ii) in a quantity equal to or greater than the quantity indicated for each Consignment Component in the Order, including any overage as indicated, and (iii) in one or more packages clearly bearing the consignment shipment identifier as indicated in the Order. CUSTOMER acknowledges that if any of these requirements are not met, Altium may, but is not required to, take any of the following actions: (a) reschedule production of the Order, understanding that such rescheduling may extend delivery beyond any time delay of receipt, (b) assemble Products without the indicated Consignment Components, or (c) deliver any units which cannot be fully assembled due to a lack of sufficient overage partially assembled at the price in accordance with Section 2 above.
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
9.1 Altium’s Indemnification.
Altium shall indemnify, defend, and hold CUSTOMER, its officers, directors and employees ("Customer-Indemnified Parties") harmless from all third-party claims against any of them (each a "Claim," and, collectively "Claims") based upon personal injury or death or damage to property to the extent any of the foregoing is proximately caused either by the negligent or willful acts or omissions of Altium.
9.2 CUSTOMER's Indemnification.
CUSTOMER shall indemnify, defend, and hold Altium, its manufacturer, respective officers, directors and employees (the "Altium-Indemnified Parties") harmless from all third-party Claims against any of them based upon personal injury or death or damage to property to the extent any of the foregoing is proximately caused either by a defective PCBA (not resulting from a breach of warranty by Altium), by the negligent or willful acts or omissions of CUSTOMER or its officers, directors, employees, subcontractors or agents; and arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with the CUSTOMER Design, Specifications or other Customer-Furnished Items or finished PCBAs, except to the extent that such infringement exists as a result of use by CUSTOMER of the Altium-selected manufacturing processes.
9.3. Notices.
Any legal notices to Altium must be sent to legal@altium.com. Any notice we send to you will be sent to the email address you have provided us as part of your order.
9.4 Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; provided, however, that this Article shall not prevent a party from incurring the liabilities set forth in this Section 9 (Indemnification) or Section 10 (Termination). IN NO EVENT SHALL ALTIUM’s AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS (WHETHER ASSERTED AS A STATUTORY CLAIM, TORT CLAIM OR CONTRACT CLAIM), LOSSES AND DAMAGES EXCEED THE AMOUNT ACTUALLY PAID TO ALTIUM BY CUSTOMER HEREUNDER. IN NO EVENT WILL ALTIUM BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. TERMINATION
10.1 Termination for Cause.
Either party may terminate this Agreement or an Order placed hereunder for default if the other party materially breaches this Agreement and fails to fully cure the same within thirty (30) days of the date of written notice of the alleged breach in sufficient detail for the party to understand the nature and extent of the breach; provided, however, that CUSTOMER shall have no opportunity to cure any late payments hereunder and any late payment shall be deemed a material breach hereunder.
10.2 Termination for Convenience.
Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice, but no termination by CUSTOMER for any reason will relieve CUSTOMER from any obligations for any Orders that have been placed by CUSTOMER and accepted by Altium prior to receipt by Altium of a notice of termination; provided, however, that CUSTOMER’s cancellation or termination of any pending individual Order must be given in writing no less than ninety (90) days before the delivery date for such Order.
10.3 Termination by Operation of Law.
This Agreement shall immediately terminate should either party
become insolvent;
seek order for relief under the bankruptcy laws of its respective jurisdiction;
enter into a receivership of substantially all of its material assets; or
enter into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors.
10.4 Consequences of Termination.
In the event Agreement or an Order is terminated for any reason other than Altium’s material breach, CUSTOMER shall pay Altium within ten (10) days of such termination:
the contract price for all finished PCBAs existing at the time of termination;
Altium’s quoted labor and Component prices for all work in progress and any unused Components or other materials purchased on CUSTOMER’s behalf by Altium but yet not paid for by CUSTOMER pursuant to Section 4.2.
11. EXPORT COMPLIANCE
CUSTOMER acknowledges and understands that it may not send, transfer, release, or otherwise provide Altium with access to data that is subject to export licensing or other similar requirements, including but not limited to technical data subject to the International Traffic in Arms Regulations, technology subject to controls under the Export Administration Regulations, data controlled for national security reasons, or other data, technology, or software that requires a license for export, reexport, or transfer or otherwise may not be provided to Altium under applicable law, without prior written notice to Altium and express written confirmation from Altium that such data may be received. CUSTOMER bears all responsibility for safeguarding its data in accordance with applicable laws. In the event of a violation of law occurs as a result of the release, transfer, storage, or provision of access to your data to Altium, CUSTOMER agrees to promptly notify Altium and to indemnify and hold harmless Altium.
12. FORCE MAJEURE
12.1 Force Majeure Event.
For purposes of this Agreement, a "Force Majeure Event" shall mean
the occurrence of unforeseen circumstances beyond a party's control and without such party's negligence or intentional misconduct, including, but not limited to, any act by any governmental authority, act of war, natural disaster, strike, boycott, embargo, pandemic, epidemic, shortage, riot, lockout, labor dispute, civil commotion and
with respect to any impact to Altium’s ability to perform, the failure of CUSTOMER or a vendor to timely deliver any required Components to Altium.
12.2 Notice of Force Majeure Event.
Neither party shall be responsible for any failure to perform that is based upon a Force Majeure provided that such party gives notice to the other party of the Force Majeure Event as soon as reasonably practicable, but not later than five (5) days after the date on which such party knew or should reasonably have known of the commencement of the Force Majeure Event, specifying the nature and particulars thereof and the expected duration thereof; provided, however, failure of a party to give notice of a Force Majeure Event shall not prevent such party from relying on this Section except to the extent that the other party has been prejudiced thereby.
12.3 Termination of Force Majeure Event.
The party claiming a Force Majeure Event shall use reasonable efforts to mitigate the effect of any such Force Majeure Event and to cooperate to develop and implement a plan of remedial and reasonable alternative measure to remove the Force Majeure Event; provided, however, that neither party shall be required under this provision to settle any strike or other labor dispute on terms it considers to be unfavorable to it. Upon the cessation of the Force Majeure Event, the party affected thereby shall immediately notify the other party of such fact and use its best efforts to resume normal performance of its obligations under the Agreement as soon as possible.
12.4 Limitations.
Notwithstanding that a Force Majeure Event otherwise exists, the provisions of this Section shall not excuse
any obligation of either party, including the obligation to pay money owed in a timely manner for PCBAs actually delivered or other liabilities actually incurred, which money was owed prior to the occurrence of the Force Majeure Event causing the suspension of performance;
any late delivery of PCBAs, equipment, materials, supplies, tools, or other items caused solely by negligent acts or omissions on the part of such party; or
the cost of any prototypes developed by Altium or its selected manufacturer.
12.5 Termination for Extended Force Majeure Event.
In the event a party fails to perform any of its obligations due to a Force Majeure Event for a cumulative period of sixty (60) days or more from the date of such party's notification to the other party then the other party at its option may:
extend the corresponding delivery period for the length of the delay, or
terminate this Agreement
effective immediately upon notice to the non-terminating party, subject to any termination liability pursuant to Section 10.4 above.
13. DATA USE AND YOUR PRIVACY
13.1 When you enter or upload your data into our services, we do not own that data but you grant us a license to use, copy, transmit, store, analyze and back up all data you submit to us through our services, including personal data of yourself and others, to enable you to use our services, allow us to improve, develop or protect our services, create new services, communicate with you about your order and you information which may be of interest to you.
13.2 Altium uses your data to provide our services to you. We respect your privacy and our Privacy Policy is an important part of these terms and describes in more detail how we process personal data. Any questions in relation to the handling, collection and storage of your personal data should be sent to legal@altium.com.
14. MISCELLANEOUS
14.1 Integration Clause.
This Agreement (including the Exhibits to this Agreement) constitutes the entire agreement of the parties, superseding all previous Agreements covering the subject matter hereof. This Agreement shall not be amended, changed or modified except by written Agreement signed by authorized representatives of both parties.
14.2 Order of Precedence.
All quotations, Orders, acknowledgments and invoices issued pursuant to this Agreement are issued for convenience of the parties only and shall be subject to the provisions of this Agreement and the Exhibits hereto. When interpreting this Agreement, precedence shall be given to the respective parts in the following descending order: (i) this Agreement; (ii) Exhibits to this Agreement; and (iii) Orders, unless Altium specifies in writing that it is accepting a term or condition in an Order that conflicts with a provision in this Agreement. The parties acknowledge that any pre-printed provisions on any quote, Order or other applicable document shall be deemed deleted and of no effect whatsoever.
14.3 Assignment.
Neither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed. This Agreement, however, may be assigned by either party to any corporation controlling, controlled by or under common control with its parent corporation or to any successor to all or substantially all the business of the party.
14.4 Disputes/Choice of Law.
The parties shall attempt to resolve any disputes between them arising out of this Agreement through good faith negotiations. In the event they are unable to so resolve a dispute they agree to submit such dispute exclusively to the state or federal courts located in San Diego County, California, USA and each party submits to the exclusive venue and jurisdiction of said courts in connection with any dispute that arises out of or in any way relates to the Agreement’s performance, breach or interpretation. Any such dispute shall be construed in accordance with the substantive laws of the State of California (excluding its conflicts of laws principles).