Terms of Service — Emporra
Emporra ApS · Last updated: 4 August 2026
Important notice: These Terms of Service apply to business-to-business (B2B) transactions only. Emporra does not contract with consumers as defined in the Danish Consumer Contracts Act (Forbrugeraftaleloven). By placing an order, you confirm that you act in the course of a trade, business or profession.
1. Definitions
In these Terms, the following definitions apply:
- "Emporra", "we", "us", "our": Emporra ApS, CVR no. 46360397.
- "Customer", "you", "your": The business entity that submits a sourcing request, places an order or otherwise uses our Services.
- "Services": The sourcing, verification and coordination services provided by Emporra, principally the sourcing of end-of-life ("EOL"), discontinued, allocation-constrained and hard-to-find electronic components. Emporra may, on request, also facilitate sourcing of bare boards (PCBs) and PCB assembly (PCBA) through the same network; unless stated otherwise, references to "components" in these Terms extend to any such Deliverable.
- "Sourcing Partner": A third-party broker, distributor, OEM excess holder or other supplier in Emporra's vetted network from which Emporra sources Deliverables.
- "Deliverable": The components or other physical goods to be delivered under an Order.
- "Order": A binding order placed by the Customer and confirmed by Emporra.
- "Sourcing Report": The information Emporra provides on a given line item, which may include sourcing status, provenance information, compliance status (e.g. RoHS/REACH), date-code and inspection information, and any counterfeit-risk assessment performed.
- "BOM": A bill of materials submitted by the Customer for sourcing.
2. Scope and Trading Model
Emporra sources components through a vetted network of Sourcing Partners. Emporra acts as principal: we purchase Deliverables from Sourcing Partners and sell them to the Customer in our own name and for our own account. We invoice the Customer directly and are the Customer's sole commercial counterparty for all Orders.
Emporra is not a marketplace. The Customer's contract is with Emporra, not with any Sourcing Partner, and the Customer has no direct contractual relationship with any Sourcing Partner in connection with the Services.
Emporra is not a payment service provider and does not process payments on behalf of Sourcing Partners.
Emporra is not an authorised distributor or component manufacturer, and does not hold speculative inventory of its own. Components are sourced against specific Customer requests.
3. Sourcing Requests and Quotes
Sourcing requests may be submitted as a single part number, a partial or complete BOM, or a functional description where an exact part number is not known.
Emporra acknowledges sourcing requests within 24 hours. Sourcing timelines vary by component, by market conditions and by the depth of our network's current stock of that part, and cannot be guaranteed at the time of request. Emporra does not commit to a fixed lead time unless expressly confirmed in writing for a specific Order.
Quotes are provided free of charge and are non-binding and indicative until accepted in writing by both parties and confirmed by Emporra. Given the volatility of the secondary and allocation-constrained component market, quotes are valid for 7 calendar days from the date of issue unless otherwise stated, and may be revised or withdrawn at any time before order confirmation, including due to pricing changes, availability changes or the Sourcing Partner withdrawing an offer.
Quotes and Sourcing Reports are based solely on the information provided by the Customer. The Customer is responsible for the accuracy and completeness of part numbers, BOMs and specifications submitted.
4. Order Confirmation
A binding Order is formed when (a) the Customer accepts a quote in writing, (b) Emporra confirms the Order in writing, and (c) the Customer has paid the required upfront amount in cleared funds, where required under clause 5.
Specifications, quantities and substitute approvals become final upon Order confirmation. Any changes after confirmation may require a revised quote, additional charges, an updated timeline, or cancellation under clause 13.
Where Emporra proposes a substitute component because the originally requested part cannot be sourced, the substitute is only included in an Order once the Customer has approved it in writing. Emporra will not ship a substitute the Customer has not approved.
5. Payment Terms
Full payment of the Order amount is required before Emporra places the corresponding order with the relevant Sourcing Partner(s), unless alternative terms have been agreed in writing following a credit assessment.
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, Emporra is entitled to charge default interest in accordance with the Danish Interest Act (Renteloven) and to suspend Services until payment is received.
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.
As set out in clause 3, Emporra does not guarantee fixed delivery dates. Any date communicated is an estimate based on information available at the time and is not binding unless expressly confirmed in writing as a firm date for a specific Order. Time is not of the essence unless expressly agreed in writing.
Emporra is not liable for delays caused by Sourcing Partners, 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 Emporra in writing of any defects, shortages, non-conformities or suspected counterfeit components within 10 business days of delivery.
Defects that are not reasonably discoverable on visual inspection — including latent counterfeit indicators typically identified only through functional testing, decapsulation or laboratory analysis — must be notified in writing without undue delay after discovery, and in any event no later than 6 months after delivery.
Failure to notify defects within these periods constitutes acceptance of the Deliverables and forfeiture of any claim relating to such defects, save where the defect could not reasonably have been discovered within that period despite the Customer's own reasonable incoming inspection practices.
8. Quality, Verification and Warranties
8.1 Supplier vetting. Emporra sources only through Sourcing Partners assessed against Emporra's supplier vetting criteria before any transaction, covering matters such as business registration, trading history, inspection processes, handling and storage standards, and sanctions/export-control screening.
8.2 Inspection at source. Sourcing Partners perform packaging, label, visual and — where warranted based on component type and risk profile — X-ray and electrical testing prior to shipment. Emporra does not operate its own in-house test laboratory; inspection and testing are performed by the Sourcing Partner and evidence of this inspection is provided with the shipment where available.
8.3 Commercial guarantee. If a Deliverable is, within the notice periods set out in clause 7, shown to be counterfeit, materially non-conforming to the specification agreed at Order confirmation, or to have failed the inspection criteria disclosed to the Customer prior to shipment, Emporra will, at its discretion and as the Customer's sole and exclusive remedy for such non-conformity: (a) replace the affected line item, (b) re-source an equivalent verified component, or (c) refund the amount paid for the affected line item. Emporra remains responsible for pursuing recovery from the relevant Sourcing Partner; this is not the Customer's obligation.
8.4 No guarantee of absolute authenticity. Notwithstanding the measures described in clauses 8.1 and 8.2, Emporra cannot guarantee with absolute certainty that any component sourced from the secondary or allocation-constrained market is free from counterfeiting or misrepresentation by a Sourcing Partner or an upstream party. Clause 8.3 sets out the Customer's remedy in that event.
8.5 Exclusion of other warranties. Except as expressly set out in this clause 8, and 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. Emporra does not warrant that a proposed substitute component will be suitable for the Customer's specific application; the Customer remains responsible for final approval of any substitute prior to use.
9. Limitation of Liability
To the maximum extent permitted by law, Emporra'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), save for amounts payable under the commercial guarantee in clause 8.3, which is remedied as set out there. Emporra 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
Emporra 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, component allocation events, semiconductor shortages and Sourcing Partner 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 BOMs, part lists, designs and other materials submitted to Emporra. The Customer grants Emporra a non-exclusive, royalty-free licence to use, copy and share such materials with Sourcing Partners 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 sourcing based on those materials does not infringe any third-party rights, and shall indemnify Emporra 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 Sourcing Partners to the extent necessary to perform the Services, (b) as required by law, or (c) with the other party's prior written consent.
Emporra is not obliged to disclose the identity of specific Sourcing Partners to the Customer, in order to protect its network relationships. Emporra will, on request, provide traceability and provenance documentation for a given Deliverable that does not require disclosing the Sourcing Partner's identity.
12. Non-Circumvention
Sourcing Partners in Emporra'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 Sourcing Partner introduced through Emporra for goods or services equivalent to those provided through Emporra 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 once Emporra has placed the corresponding order with a Sourcing Partner. If cancellation is requested, the Customer is liable for all costs incurred by Emporra and its Sourcing Partners up to the date of cancellation, including but not limited to components already purchased, non-cancellable Sourcing Partner commitments and work in progress.
14. Termination
Emporra 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
Emporra 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, dual-use goods, sanctions and customs laws applicable in the Customer's jurisdiction and the jurisdiction of end use. This applies in particular where Deliverables are intended for use in industrial, defence-adjacent or other regulated end applications. The Customer warrants that it will not use the Deliverables for any prohibited purpose, prohibited end use, or in any prohibited country, and will provide Emporra with accurate end-use information on request where necessary for Emporra's own compliance and Sourcing Partner due diligence.
17. Changes to These Terms
Emporra 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 emporra.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 Emporra 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 Emporra's prior written consent.
20. Contact
For questions about these Terms, please contact:
Emporra ApS
CVR no. 46360397
Horsensgade 7, 4. tv, 2100 Copenhagen, Denmark
Phone: +45 28 88 88 37
Email: info@emporra.com