Terms and Conditions of Use and Sale for Engineering Samples

These Terms and Conditions establish the rules governing the use of the engineering samples  sold by BIVROST. By purchasing a pre-production prototype part known as an engineering sample (“Sample”) from BIVROST Sp. z o.o. (hereunder called BIVROST) or subsequently using a Sample, you agree to all of the terms of this Agreement

 The Seller is BIVROST Sp. z o.o. with its registered office in Warsaw (01-445) at 13/310 E. Ciolka Street, registered in the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register (KRS) under number KRS: 0000584360; National Business Registry Number REGON: 362940085, Tax Identification Number NIP: 1182114571, share capital in the amount of PLN 85,850.00, which is the owner and administrator of the Store.



a natural person pursuing business activity or a legal person or an organizational unit without legal personality which enjoys capability to perform acts in law under relevant provisions, registered within the territory of the European Union, Great Britain, Iceland, Norway, Switzerland, USA, using the services of the Store or concluding the Sales Agreement with the Seller in connection with their business or professional activity

Engineering Sample

a pre-production standard product offered by Seller for engineering development by Client. Engineering Samples have not been modified especially for Client, are available, on a restricted basis, for purchase from Seller in limited quantities, and have been packaged and tested prior to Delivery to Client. Engineering Samples are subject to modification and revision by Seller at any time without notice to Client.


a tangible product available in the Store which may constitute the subject matter of the Sales Agreement; relevant and specific properties of each Product are presented on the dedicated subpage of the Store

Terms of Service

these terms of service of the Store; The Terms of Service shall be rendered available free of charge prior to the conclusion of agreements on the Store website, as well as—upon Client’s request—in a manner which enables the Client to obtain, reproduce and record the content of the Terms of Service by means of a teleinformatic system.

(Online) Store


a website available at: www.bivrost.pro through which the Client may in particular place the Order for available Products and Digital Products

Sales Agreement

a sales agreement concerning the Product or Digital Product concluded between the Seller and the Client by means of the Store’s sale system in accordance with the provisions of these Terms of Service; in the case of the Digital Product, the subject matter of the Sales Agreement shall be purchase of access to the software or other content

Engineering Samples Agreement


a terms and conditions of use and sell concering engineering samples concluded between the Seller and the Client/Client by means of the Store’s sale system in accordance with the provisions of Store Terms of Service;


a declaration of Client’s intent which directly results in conclusion of the Sales Agreement, stating relevant conditions of the Agreement, filed by means of the Cart function; Orders may be placed by electronic means through the Store’s sale system, 24 h a day, 7 days a week, 365 days a year, with a proviso that they shall be processed on Business Days between 10:00 a.m. and 06:00 p.m. CET.


BIVROST Sp. z o.o. Warsaw (01-651) at 5c/2 Gwiazdzista Street



The Samples will be used “AS IS” without any type of warranty or representation from BIVROST that is more specifically set forth hereinbelow. Client use the Samples at your own risk and will not hold BIVROST responsible for any liability resulting from the use of the Samples. BIVROST is NOT obligated to provide any engineering support for these Samples.

Subject to the provision (1) above and BIVROST’s prior consent, if Client wish, may contact BIVROST and report problems and provide suggestions regarding the Sample. BIVROST will make reasonable efforts to notify Client of any changes to subsequent versions of the Sample, but BIVROST may make changes to the Sample part at any time, without any obligation to notify or provide updated versions of the Sample to Client.


Engineering samples are pre-production units and are not eligible for warranty. These units are the property of BIVROST. BIVROST has no program for warranty support of engineering samples.

To the fullest extent permitted by law, Seller makes no express warranties and disclaims all implied warranties, including all warranties of merchantability, fitness for a particular purpose, title, ownership, non-infringement, and non-misappropriation. Engineering Samples, labeling on Engineering Samples and packaging that are intended solely for compliance with applicable law, and all Software are provided “AS IS” and without any warranty of any kind. No obligation or liability will arise out of Seller’s rendering of advice or service in connection with Client’s purchase of the Engineering Samples or any repair or replacement of an Engineering Sample. Seller does not offer any warranties of any kind, and expressly disclaims all implied warranties, on services provided by Seller which are ancillary to the purchase of Engineering Samples by Client. Client is solely responsible for complete and thorough testing of Client’s hardware and software and their interaction with the Engineering Samples even if Seller has advised or assisted Client with such or testing.

Client assume the entire risk arising out of the use or performance of the sample, or any systems client designs using the sample (if any). Nothing in this agreement may be construed as a warranty or representation by BIVROST that the sample or any system developed with or incorporating the sample will be free from infringement of the intellectual property rights of third parties.


The resell of samples is forbidden, through brokers, exporters, or otherwise, except as integrated into a product sold by Client for evaluation purposes only and that contains substantial value added circuitry or software. If Client breach the terms of this section, in addition to BIVROST’s cancellation rights, Client agrees to fully indemnify BIVROST, its officers and employees, from any and all liability related to such resale, including attorneys’ fees and costs.


The Sample is an engineering prototype and not intended for any purpose other than internal engineering evaluations. Sample is not intended or authorized for use in any cases that a Sample failure could cause personal injury or death. If you or your customers use or permit the use of Samples for such unin­tended or unauthorized uses, without limiting the indemnity stated above, you agree to fully indemnify BIVROST and its affiliates, and the officers, employees from all liability related to such use, including attorneys’ fees and costs.


The Engineering Samples are not designed, intended, authorized, or warranted for use or inclusion in life support, financial institution, Government, aeronautical, aerospace, military, or nuclear applications, or FDA Class III or other devices for which FDA premarket approval is required, implantable devices or in life support or life endangering applications where failure or inaccuracy might cause death or personal injury. Engineering Samples shall not be used for automotive or transportation applications or environments. Engineering Samples shall not be used if they have been subjected to operating or environmental conditions in excess of limits established in the Specifications or otherwise has been subjected to static, failure to ground properly, accident, mishandling, damage, misuse, abuse, neglect, alteration, or improper or unauthorized testing, installation or repair. Any unauthorized sale, use or inclusion by Client or any of its direct or indirect customers is fully at Client’s risk and voids any and all of Seller’s obligations and warranties.


BIVROST‘s total liability whether for breach of contract, late delivery or non-delivery, negligence, strict liability in tort or otherwise is limited to the price of particular Products paid by Client with respect to which losses or damages are claimed. In no event shall BIVROST be liable to anyone for special, collateral, indirect, exemplary, incidental or consequential damage, such damages to include but not limited to, cost of rework, retesting or removal and reinstallation of goods, loss of goodwill, loss of profits or loss of use.


Client must use the Sample in accordance with all applicable laws, regulations and statutes. Client agrees that neither Client nor Client’s licens­ees (if any) intend to or will, directly or indirectly, export or trans­mit the Sample to any country in violation of export restrictions.


This Agreement and any attachments hereto sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and this Agreement may not be amended or modi­fied except by a written instrument signed by CD.


All taxes, assessments, fees, and charges applied by any Government to the Engineering Samples or their sale, delivery, shipment or use will be added to the purchase price of the Engineering Samples and will be paid by Client, except to the extent that Client provides Seller with an acceptable tax exemption certificate.


As between Client and Seller, Seller owns and retains all IP in, relating to, or arising from or with respect to each Engineering Sample. Seller does not grant, convey, or confer any ownership, interest, right, or license, express or implied, in or to any IP of Seller. Seller owns and retains all interest in, title to and possession of all tooling of any kind (including masks and pattern generator tapes) and related IP used in production of the Engineering Samples.


Absent written permission from Seller, Client will keep in confidence, will not disclose to any person, and will not use (other than for purposes of performance under the Order) the Confidential Information. Client will not be liable for the unauthorized disclosure of Confidential Information if it: (i) is or becomes generally available to the public, except as the result of unauthorized disclosure by Client; (ii) was known, without confidentiality restriction, to Client and such knowledge has been documented in writing prior to its receipt; (iii) is independently developed by Client without use of Seller’s data; or (iv) is disclosed as required by law or a governmental or judicial order (provided that Client has given prompt written notice to Seller prior to disclosure and an opportunity to object). Immediately upon request by Seller, Client will return or destroy the Confidential Information and all copies, records, and documents incorporating or derived from such information. The terms of any applicable non-disclosure agreement are cumulative of the confidentiality provisions herein.


Client will comply with all applicable laws and regulations. The Engineering Samples, Software or related technologies may be subject to export license or other international trade controls. Client represents, warrants and certifies that Client will comply with applicable laws and regulations relating to export or re-export. Client shall not export, or transfer for the purpose of re-export, any Engineering Samples or Software to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any Poland or foreign law or regulation. Client represents, warrants and certifies that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List, is not located in a country subject to embargo under EAR, ITAR or OFAC regulations and is not otherwise prohibited by Poland or foreign law from purchasing the Engineering Samples hereunder.


In case any provision of this terms and conditions is held to be illegal, the remaining provision of this terms and conditions shall continue in full force and effect to the fullest extent possible permitted under the law.


Nothing in this Agreement shall be interpreted as a commitment or agreement by Seller to release the production version of Engineering Samples or to sell the production version of Engineering Samples to Client. Seller makes no such commitment. Under no circumstances shall Seller be liable to Client or any third party due to any delay or cancelation of any plans to release the production version of Engineering Samples.