These General Terms and Conditions of Sale (hereinafter “GTC”) govern all sales of products and services by Riverdi Sp. z o.o., with registered office at Nowy Świat 36, 80-299 Gdańsk, Poland, entered into the Register of Entrepreneurs under KRS 0000715225, NIP: PL5842767153 (hereinafter “Seller” or “Riverdi”), to its business customers (hereinafter “Buyer”).
By placing an order with Riverdi, the Buyer acknowledges and accepts these GTC in their entirety. These terms supersede any contrary or additional terms and conditions stated in the Buyer’s purchase order, specifications, or other documents, unless expressly agreed to in writing by an authorized representative of Riverdi.
All quotations issued by Riverdi are valid for 30 days from the date of issuance unless otherwise specified in the quotation.
Orders from Buyers are subject to written acceptance by Riverdi. An order is considered accepted only upon Riverdi’s written order confirmation. Riverdi reserves the right to reject any order at its sole discretion.
The Buyer is responsible for ensuring that all technical specifications, quantities, delivery addresses, and other order details are correct at the time of order placement. Riverdi is not liable for delays or errors resulting from incorrect information provided by the Buyer.
The Buyer may cancel an order without penalty only before receiving written order confirmation from Riverdi.
Once an order has been confirmed by Riverdi in writing, cancellation is not permitted. If exceptional circumstances warrant consideration of cancellation, the Buyer must submit a written request immediately. Riverdi may, at its sole discretion, accept the cancellation subject to payment of all costs incurred by Riverdi up to the date of cancellation request and a cancellation fee.
All prices are quoted in EUR (Euro) or USD (United States Dollars) unless otherwise specified. Prices are exclusive of:
For first-time orders and new customers: 100% prepayment is required before production commencement. Payment must be received by bank transfer according to banking details provided in the quotation or invoice.
For customers with approved credit terms (following successful credit assessment), payment terms are Net 30 days from invoice date, unless otherwise specified in writing. Invoice date is the date of goods being ready for shipment.
Credit terms are subject to:
Riverdi reserves the right to revoke credit terms at any time if:
Late payments are subject to:
Accepted payment methods:
All bank charges and fees are the responsibility of the Buyer. Riverdi must receive the full invoiced amount.
Unless otherwise specified, all deliveries are made on EXW (Ex Works) Riverdi facility in Gdańsk, Poland, according to Incoterms® 2020.
Delivery dates provided by Riverdi are estimates and not guaranteed unless explicitly stated as “guaranteed delivery date” in the order confirmation. Lead times begin from:
Risk of loss or damage transfers to the Buyer according to the agreed Incoterms. For EXW deliveries, risk transfers when goods are placed at the disposal of the Buyer at Riverdi’s facility.
Riverdi reserves the right to make partial deliveries. Each partial delivery shall be considered a separate transaction and shall be invoiced separately.
Riverdi shall not be liable for delays caused by:
In case of anticipated delays, Riverdi will notify the Buyer promptly.
The Buyer must inspect goods immediately upon receipt. Any visible damage, shortages, or discrepancies must be reported to Riverdi within 5 business days of receipt. Claims not reported within this timeframe will not be accepted.
For damage during transit, the Buyer must also file a claim with the carrier and provide Riverdi with all relevant documentation.
Riverdi warrants that products manufactured by Riverdi shall be free from defects in materials and workmanship under normal use and service for a period of 12 months from the date of shipment by Riverdi.
This warranty does NOT cover:
To make a warranty claim, the Buyer must:
If a valid warranty claim is accepted, Riverdi will, at its sole discretion:
This remedy is the Buyer’s exclusive remedy for breach of warranty.
For accepted warranty claims:
Third-party components (such as microcontrollers, touch controllers, connectors) are covered only by their original manufacturer’s warranty. Riverdi will assist in facilitating warranty claims with third-party manufacturers but assumes no direct liability.
To the maximum extent permitted by law, Riverdi shall not be liable for:
This exclusion applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Riverdi has been advised of the possibility of such damages.
Riverdi’s total aggregate liability arising out of or related to any sale shall not exceed the price paid by the Buyer for the specific products giving rise to the claim.
The Buyer is solely responsible for:
Riverdi provides technical support and documentation but does not warrant that products are suitable for any particular application.
All intellectual property rights in Riverdi’s products, including but not limited to:
remain the exclusive property of Riverdi or its licensors.
Sale of products does not convey any license or right to use Riverdi’s intellectual property except as necessary for the intended use of the purchased products.
The Buyer agrees not to:
Riverdi reserves the right to make changes to product specifications, materials, and manufacturing processes without prior notice, provided such changes do not materially affect form, fit, or function.
Riverdi shall not be liable for failure to perform its obligations if such failure results from circumstances beyond its reasonable control, including but not limited to:
Riverdi must notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the effects.
If a force majeure event continues for more than 90 days, Riverdi may terminate affected orders without liability, except for obligations already performed.
Both parties agree to maintain confidentiality of all non-public information received from the other party, including:
Confidentiality obligations survive for 5 years after termination of business relationship.
Both parties commit to comply with applicable data protection laws including GDPR. Personal data shall be processed only as necessary for order fulfillment and customer relationship management.
These GTC and all sales transactions shall be governed by and construed in accordance with the laws of Poland, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
All disputes arising out of or in connection with these GTC or any sales transaction shall be subject to the exclusive jurisdiction of the courts in Gdańsk, Poland.
Before initiating legal proceedings, parties agree to attempt to resolve disputes through good faith negotiations for a period of 30 days.
These GTC, together with the order confirmation and any specific written agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
No modification or amendment of these GTC shall be binding unless made in writing and signed by authorized representatives of both parties.
Failure or delay by either party to enforce any provision shall not constitute a waiver of that provision or any other provision.
If any provision of these GTC is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
The Buyer may not assign or transfer its rights or obligations without Riverdi’s prior written consent. Riverdi may assign its rights to any affiliate or successor.
All notices must be in writing and sent to the addresses specified in the order confirmation. Notices sent by email are considered delivered upon receipt confirmation.
Sections 6 (Warranty), 7 (Limitation of Liability), 8 (Intellectual Property), 11 (Confidentiality), and 12 (Dispute Resolution) survive termination or expiration of any sale.
Riverdi Sp. z o.o.
Nowy Świat 36
80-299 Gdańsk
Poland
Email: [email protected]
Phone: +48 58 770 31 16
Website: www.riverdi.com
By placing an order with Riverdi, the Buyer acknowledges that it has read, understood, and agrees to be bound by these General Terms and Conditions of Sale.
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