Terms & Conditions

All sales by Riverdale Mills Corporation (“Riverdale”) are made subject to the following terms and conditions (“Terms”). Riverdale expressly rejects any different or additional terms or conditions contained in any documents submitted by Buyer at any time, unless signed by a duly authorized officer of Riverdale, and Buyer. Riverdale’s provision of credit, acceptance of any purchase order and/or sale of any goods are expressly made conditional on Buyer’s assent to these Terms. All orders by Buyer may be accepted only upon issuance of Riverdale’s Order Confirmation.

1. Exclusive Terms and Conditions. Except as otherwise agreed in a writing signed by Buyer, and a duly authorized officer of Riverdale, this Order Confirmation, together with these Terms constitute the entire agreement between Riverdale and Buyer relating to the sale of goods by Riverdale. Terms or conditions contained in any document issued by Buyer that in any manner purport to alter, modify, change, suspend, or add to any term or condition contained herein, regardless of when sent by Buyer or received by Riverdale, shall be deemed excluded from any sales transaction contemplated hereby, and specifically waived by Buyer and deemed null and void. Riverdale and Buyer expressly agree that Riverdale may modify these Terms from time to time, and such modifications shall be binding upon Buyer.
2. Purchase Price and Price Increases.  The purchase price of the goods shall be as stated on the face of this Order Confirmation; however, if Riverdale announces a general price increase, the purchase price shall be revised to include such price increase (which Riverdale may in its sole discretion add a surcharge to the price of goods predicated upon increases in the cost of raw materials, labor, freight, energy or other raw material production costs), and such Purchase Price modifications shall be binding upon Buyer.
3. Order Confirmation.  This Order Confirmation contains the sole list of materials purchased by Buyer and the Purchase Price of said materials, subject to 2., above.
4. Requested Date.  The requested date is a time frame estimate of when the item will be prepared for shipment and ship from Riverdale’s manufacturing facility. The items on this Order Confirmation will ship as soon as they become available. If the item is in stock, your order is estimated to ship on the next business day. Delivery will depend on the order volume and shipping destination. If your item is backordered or pre-ordered, the estimated shipping date appears on this Order Confirmation. If you have ordered multiple items with different ship readiness dates, you may receive separate shipments. Depending on shipment and delivery conditions, your order may ship when all items are ready.
5. Payment Date. Payment shall be made by Buyer to Riverdale when due. If Buyer does not pay Riverdale any amount when such amount is due as dictated by the terms of any  Order Confirmation, or invoice, Buyer shall be deemed in material breach of contract, and Riverdale may, without liability to Buyer, and without prejudice to Riverdale’s other lawful remedies (i) terminate Riverdale’s obligations under any Order Confirmation; (ii) declare immediately due and payable all Buyer’s obligations to Riverdale; (iii) change credit terms with respect to any further work, including, but not limited to, receipt of cash in advance of further shipment for amounts owed or to be owed; (iv) suspend or discontinue any further work and, if suspended, the time to complete any obligation under this Order Confirmation shall be extended for the period of such suspension; and/or (v) repossess the products.
6. Failure to Make Payment. In the event Buyer fails to make payment of any amounts due and owing to Riverdale (including any pre-payment, stage payment, applicable surcharge or freight charge), Riverdale shall have the right to terminate any Buyer order or any unfulfilled portion thereof, and Riverdale may terminate any other agreement between Riverdale and Buyer. Riverdale may charge interest on the outstanding balance at an annual rate of 12% or the highest rate allowed by law (whichever is less). Riverdale shall have the right to employ an attorney to collect the balance due, and Buyer agrees to pay all collection costs incurred by Riverdale, including its reasonable attorneys’ fees.
7. Credit Information and Adequate Assurances. Riverdale may, at its sole discretion, assign any Riverdale credit manager to Buyer’s account. All credit information supplied to Riverdale will be available for use by Riverdale for the purpose of determining credit worthiness. If, in Riverdale’s opinion, Buyer’s credit becomes impaired, Riverdale may suspend performance until such time as Riverdale has received full payment for any goods already delivered or in process and is satisfied (in its sole discretion) as to Buyer’s credit for future deliveries. If Riverdale suspends performance and later proceeds with such order, Riverdale shall be entitled to such extension of time for performance as is necessitated by the suspension.
8. Taxes. All taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax Riverdale is required to collect or pay with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse Riverdale for any such payments made by Riverdale.
9. Offset. Riverdale may offset amounts due to any alleged claims against Buyer from this or any other order or agreement.  Buyer shall not set-off amounts due to any alleged claims against Riverdale for this order or any other order.
10. Acceptance of Goods. Shipments of non-stock items within 10% of the quantity ordered, as reflected on this Order Confirmation, shall be accepted as conforming to the quantity ordered, but Buyer only must pay for the quantity received. Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of non-shipment or delays in delivery or performance.
11. Delivery and Freight. All deliveries are FOB Riverdale’s shipping facility in Northbridge Massachusetts, freight prepaid or freight collect to destination. If shipped freight prepaid, the charge for freight will be added to the invoice. Neither freight charges nor tax is subject to any discount. Risk of loss or damage in transit shall be borne by Buyer, and claims for damage in transit shall be made directly with carrier. Buyer shall indemnify and hold harmless Riverdale from and against any claims, damages or liabilities suffered by Riverdale resulting from any acts or omissions of carrier. Title shall pass to Buyer upon payment to Riverdale in full. Buyer may pick up the goods at Riverdale’s shipping facility provided Buyer does so within ten (10) days after the date Buyer is notified of the availability of goods. Riverdale reserves the right to ship without further notification at any time after the 10-day period. Delivery dates are approximate.
12. Limited Warranty. SUBJECT TO STANDARD MANUFACTURING VARIATIONS, RIVERDALE WARRANTS THAT THE GOODS FURNISHED HEREUNDER SHALL MEET SPECIFICATIONS SET FORTH ON THE FACE OF THIS ORDER CONFIRMATION. RIVERDALE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
13. Notice of Non-Conforming Goods and Right to Inspect. No claim for damages for goods that do not conform to specifications will be allowed, and shall be deemed waived, unless Riverdale is given notice and an opportunity to inspect such goods within the earlier of (1) three (3) days after delivery of goods to the first destination to which they are shipped, or (2) prior to installation or use of such goods. Goods for which damages are claimed shall not be returned, repaired, or discarded without Riverdale’s written consent.
14. Limited Remedy. BUYER’S EXCLUSIVE REMEDY AGAINST RIVERDALE, AND RIVERDALE’S SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO RIVERDALE REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS OR, AT RIVERDALE’S OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL RIVERDALE HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS IN QUESTION, NOR SHALL RIVERDALE HAVE ANY LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
15. No Accord and Satisfaction. Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends, or notations upon such checks or payments, or regardless of other writings, statements, or documents, shall be applied by Riverdale against any amount owing by Buyer with full reservation of all of Riverdale’s rights, without an accord and satisfaction of Buyer’s liability.
16. Indemnification. Buyer hereby releases and agrees to indemnify, defend and hold harmless Riverdale, its shareholders, officers, agents, employees, affiliates, successors, assigns and third-party suppliers (“Indemnified Parties”) from and against any and all direct and indirect claims, debts, actions, causes of action, liabilities, loss, suits, demands, fines, penalties, judgments, omissions, damages or expenses whatsoever, including, without limitation, attorneys’ fees and costs (“Damages”) incurred by or against Riverdale or any Indemnified Parties due to or arising out of, in connection with, resulting from or relating to (i) misrepresentations, breach of the warranties, representations, covenants or agreement contained in any Order Confirmation or any law by Buyer or any of Buyer’s shareholders, directors, officers, employees, affiliates, representatives, agents, successors or assigns (“Buyer’s Parties”), or (ii) any damage to or destruction of property, or injury to or death of persons caused, or alleged to have been caused, in whole or in part, by any intentional, reckless, negligent or other act (or failure to act) of Buyer or any of Buyer’s Parties, or (iii) losses, damages or injuries caused by Buyer’s products, Buyer’s specifications, designs, approvals or instructions provided to Riverdale, or due to improper application or use of the products or otherwise. Prior to settling any claim, Buyer will give Riverdale an opportunity to participate in the defense and/or settlement of such claim. Buyer shall not settle any claim without Riverdale’s written consent. In the event of any recall affecting the products, Riverdale shall have the right to control the recall process and Buyer shall fully cooperate with Riverdale in connection with the recall.
17. Force Majeure. If performance by Riverdale of any obligation under this Order Confirmation is interrupted by any cause beyond the reasonable control of Riverdale, whether similar or dissimilar, foreseen or unforeseen, foreseeable or unforeseeable, existing or future, Riverdale shall be excused from performance while and to the extent it is prevented from so performing by any one or more of such causes (“Force Majeure Events”): (1) labor shortages, strikes, labor disputes, whether or not the demands of Riverdale shall be reasonable and within the power of either party to concede, or other inability to obtain necessary labor; (2) acts of God, including, but not limited to, epidemic, quarantine, flood, earthquake, wind, hurricane or other inclement weather; (3) changes in laws, proclamations, acts, regulations, ordinances, demands or requirements of any governmental authority; (4) explosions, accidents, sabotage, revolution or insurrection, acts of terrorism, civil commotion, blockade, embargo; (5) lack of or failure of or other inability to obtain necessary transportation, fuel, power, materials, machinery, raw materials, supplies, equipment or facilities, delays caused by other contractors, subcontractors or their subcontractors of any tier, or any materialmen or suppliers. Any such delay shall extend the time for delivery by not less than the duration of the delay. Additional costs incurred to complete, repair and/or replace any portion of the work due to a Force Majeure Event shall be compensable to Riverdale, whether or not a change order for this work has been issued.
18. Cancellation by Buyer. Buyer may cancel all or a portion of an order relating to goods, without charge or penalty up to seven (7) calendar days, following Riverdale’s issuance of an Order Confirmation, except for items which have shipped. In the event Buyer cancels any order or any portion thereof more than seven (7) calendar days following Buyer’s issuance of an Order Confirmation, Buyer will pay to Riverdale upon demand, a non-recoverable cancellation charge equal to 15% of the value of the portion of the order amount cancelled.
19. Termination by Riverdale. If this Order Confirmation is terminated for any reason by Riverdale, Riverdale shall be entitled to be paid for the value of work completed to date. In addition, Riverdale shall be entitled to its anticipated profit and overhead expense on the entire order, its plant utilization costs and expenses, and its appurtenant costs and expenses, including, but not limited to, consulting and actual attorney’s fees.
20. Governing Law, Venue, and Mediation. This agreement shall be governed by the laws of the Commonwealth of Massachusetts.
21. Venue. Unless Seller elects otherwise, any dispute resolution proceedings (whether arbitration, or litigation, hereunder) shall be held in Northbridge, Massachusetts, or the closest venue thereto. Subcontractor agrees that this forum is convenient, accepted, and does not pose difficulty with either the availability of witnesses or documents. Buyer waives any objection based on forum non conveniens or any objection to venue of any such action.
22. Dispute Resolution. Buyer agrees that any and all claims or disputes arising out of or related to this Agreement, any quote, invoice, or dispute arising out of any interaction between the parties shall be subject to litigation or arbitration.  All claims shall be subject to litigation in state or federal court, unless Seller, in its sole discretion, elects arbitration.  Seller shall not be required to arbitrate any dispute unless and until it has elected in writing to arbitrate such dispute.  If Seller elects arbitration, the arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.
23. Prevailing Party. In any dispute resolution proceeding between the parties, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs in such proceeding from the other party.
24. Non-Waiver of Rights. Riverdale reserves the right to enforce these Terms at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized officer of Riverdale. All rights and remedies granted herein are in addition to all remedies available at law or in equity.
25. Assignment. Buyer shall not assign, sell or, in any way, transfer its interest in this order without first obtaining prior written consent of Riverdale.
26. Survival. The provisions found in these Terms and any other provision the performance of or effectiveness of which naturally survives, shall survive expiration or termination of the parties’ agreement for any reason. The invalidity in whole or in part of any term or condition of this instrument shall not affect the validity of the other terms or conditions. The remedies herein reserved shall be cumulative and additional to any other remedies in law or in equity. No waiver of a breach of any provision hereof shall constitute a waiver of any other breach or of any other provision.
27. Entire Agreement. This instrument sets forth the entire agreement between the parties and supersedes all prior representations, understandings, or agreements of the parties, whether written or oral. The Agreement can be modified only in writing signed by a duly authorized officer of Riverdale, and Buyer.

No salesperson or sales agent of Riverdale has any authority to change any of the Terms herein set forth.

Rev. 06/15/2022