Terms & Conditions
Validity
1 The business relations of CSS Cooling Sales & Services GmbH (hereinafter referred to as “CSS”) with its registered office in Wiesbaden with their customers, including, RFQ´s, order confirmations, purchase orders, technical services or any other kind of business agreements between the parties shall only be governed for current and future transactions by the following terms and conditions of delivery and payment.
2 We do not accept any terms and conditions of the customer conflicting hereto or deviating from CSS terms and conditions, even if we do not contradict or explicitly opposed them.
3 Oral or written ancillary agreements or any collateral agreements by our employees or agents, with different content from CSS terms and conditions are ineffective and not binding to us. Amendments, changes, deviations of and from these terms are only effective if confirmed in writing.
Order process
4 A sales contract is validly constituted through the submission of a customer order only if we or an officially authorised sales agent issue a written order confirmation based on the stated terms and conditions within 14 days of receipt. This includes the whole range of communication tools. The commercial contract results from the written acceptance of the order, and the terms and conditions as integral part contained therein.
5 For a proper execution of an order the customer has to submit all necessary specifications and information about the required products together with the written order.
6 The customer is entitled to withdraw from an agreement however only in the case of the production of the goods has not yet started After the production has started or the product is ready customised with specific options the customer has to reimburse CSS for any loss, cost or expenses that occur to make the products resalable.
Prices
7 CSS quotes are without engagement and subject to change. Prices are only binding within the time limits noted in our written offer. Any further details or agreements, become binding only upon CSS written confirmation.
8 Our prices are net, ex works prices and in € unless otherwise agreed and contracted in the written order confirmation.
9 Sales to customers within the EU or to third-country territory will be issued according to reverse charge mechanism.
10 Unless otherwise agreed with the customer or stated in our invoice, the purchase price shall be due to be paid without any deduction within 14 days of the invoice date.
11 We do accept bank transfer in Euro as sole means of payment; the payment obligation is not fulfilled if letters of credit, documentary collections or payment by note are exercised.
12 In the event of delayed, incomplete or non-payment on the due date we are entitled, without waiving any other rights or giving up further claims, at our choice to stop current and future deliveries and demand immediate payment of the receivables including the charge of default interest at the statutory rate. We also reserve the right to offset any customer advance payment amounting to the debt due as well as all our expenses resulting of administration or collection measures of the improper payment. On the other hand customer may withhold payments and set them against any counterclaims only if they are agreed by us in written and undisputed or if they have validity in the judicial order.
13 WEEE charges related to the professional disposal of goods and are not included in the selling price of the products. The customer is responsible for the legally compliant disposal and any other related obligations as well as for covering the expenses concerned.
Delivery
14 The products shall be deemed delivered upon collection from our warehouse or delivery to the customer´s premises by own transport means or a foreign carrier. Different arrangements in terms of scheduled production and delivery dates are legally not binding.
15 CSS is responsible for the choice of an appropriate forwarder. All costs of freight and insurances are at the customer’s expense.
16 CSS products are safely packed for delivery; any additional requirements in terms of packaging and specific protection have to be borne by the customer.
17 In case of product deliveries to third parties deviating from sentence 14, the agreed delivery dates shall be not binding and any costs arising from not meeting the delivery target shall be irrelevant; furthermore, the contracting partner expressly waives to assert against CSS any claims for compensation arising from buying goods in replacement.
18 If a delivery is delayed due to Force Majeure we are free to prolong affected delivery targets or even withdraw from the contract partly or in total. Any claims for damages for loss of profits or businesses are barred. Events of force majeure include, but are not limited to, war, instructions by government, strike, lockout or other interruptions in production, not permission of import, export or transit permissions, national measures, etc., independently of their occurrence at CSS, their suppliers and subcontractors or carriers.
19 In case of a refusal of acceptance of the delivered products, the customer is obliged to bear the expenses for delivery and deadhead; according to our duty of care obligations we will store and insure the products at the customer’s risk and expenses.
20 Transfer of risk applies at the time of offering delivery when the goods are not handed over at our warehouse but to the forwarder or, if the customer is in default of acceptance. If the Goods are handed over ex works at our warehouse, the transfer of risk applies upon informing the customer that his order is ready for pick-up.
Title transfer
21 Title to the products shall only transfer to the customer, notwithstanding the actual delivery, only upon full payment of the purchase price of products delivered or to be delivered pursuant to our agreement (“retained goods”).
22 Every amount paid by the customer shall firstly extend to payment of the claims of ICC against the customer. In case of insufficient receipt of payment, we may sell or otherwise exploit the retained goods to realise full payment of the purchase price.
23 As long as the retained goods are not paid in full, the customer, according to Section 12 of these Terms, must hold the goods subject to reservation in trust for us and keep them separate from his own property and the property of third parties and to store, secure and insure the retained goods at his expense, mark them as our property and, at our request, provide proof thereof.
24 If the delivered retained goods were processed with other products or parts not belonging to us we will obtain co-ownership of the new item in the proportion of the value of our commodity subject to retention of title (purchase price plus VAT) to the value of the goods that have been combined, consolidated or processed, so far as such retention of title is valid under the applicable national law.
25 In case of third party intervention with these retained goods, in particular when the sold items have been given as security, the customer shall give immediate notice and inform the third party of the ownership right of the seller. Customer is liable for any losses arising from the failure to comply with these duties.
26 If insolvency proceedings have been initiated against the assets of one of the contractual parties, we may assert all our rights in respect of the retained goods to the extent permitted by applicable national law.
Warranty
27 In general and unless otherwise stated in written, our obligation under this warranty is limited to the warranty period offered by the manufacturer, in any case to a minimum period of one (1) year, starting from Bill of Lading date. The warranty period for newly delivered spare parts is six months. Built-in components incorporated in our products within repair or refurbishment activities are without warranty. For 3PL parts purchases we offer the same scope of warranty as initially provided by the supplier.
28 CSS warrants to customer that every product purchased will be free from defects in material or workmanship, under normal and proper use and maintenance service as specified by CSS and upon proper installation and start-up as per instruction manuals that accompany every product.
29 The repairs during the warranty period will be performed exclusively by the service network selected by CSS, comprised by CSS´own employees and/or authorised subcontractors.
30 CSS warrants either to repair, or to replace faulty parts, covered under this option subject to the service standards detailed below or in local written agreements between us and the customer:
• Notification of a repair call will be communicated to supplier by fax/email/other means that may agree in writing between supplier and customer.
• Calls reception and repair actions exclude off-working hours, weekends and public holidays.
• The Response Time (period of time from the day of order reception until day CSS visited the cooler for repair works) shall be within 48 hours (excluding off-working hours/holidays). For minor faults that do not materially affect the cooler function the Response Time shall be 5 days.
• We can extend / upgrade warranty provisions described in this document subject to a separate local post-sales services contract. CSS shall comply with all Users’ on site health and safety rules.
• CSS and it´s service partners shall ensure that all replaced parts packaging and other waste materials are removed from the premises of the customer and disposed in an appropriate manner and in compliance with all applicable local laws and regulations.
31 The customer is responsible to maintain the products under warranty in good operating condition and execute preventive maintenance as applicable, during the warranty period, as described in the instruction manuals of the purchased products.
32 Preventive maintenance is not mandatory for warranty validation under normal operating conditions throughout the parts and labour warranty period; however it is recommended:
• in Europe recommended at least once within 2 years and
• in Asia, Africa and Middle East: at least once per year
33 The warranty covers all parts of the cooler with the limitations concerning the regular maintenance, repair or replacement of the following components being subject to normal wear and tear:
• lamps and covers, magnetic gaskets, starter, ballasts, transformers, castors/ feet, glass doors, canopies, plastic components, sticker, supply cords, shelves, price tag holder, switches, handles, locks, relays, night covers/ night blinds.
34 CSS does not accept any responsibility and does not warrant for defects which are a result of improper use or installation, misuse, carelessness or other reasons on the part of the customer or of third parties. Moreover we do not accept any claim for any incidents of or damages to our products which arisen from the following reasons:
• Improper handling or transportation by the customer, user or any third party. Handling or transportation is deemed to be improper when it does not conform to the manufacturer´s instruction manuals;
• Inaccurate or improper operation and / or handling of the products by the customer and / or third parties;
• Inadequate assembly and / or unauthorised adaptations and/ or adjustments to the original product;
• Faulty work or repairs with non-certified parts or by non-authorised service personnel or by the user himself without CSS´prior written consent according to sentence 29;
• Insufficient electrical current and voltage fluctuations not conforming to electrical components according to the manufacturer´s technical specifications;
• The customer not performing its obligations according to sentence 32 above;
• The customer being due with payment of the invoice related to the defective product;
• Any parts and components supplied by the customer to be processed in/ with the products, and any consequential damages caused by the same, are excluded from these warranty provisions;
• Any other causes not listed herein which are not directly attributable to the design, materials used or workmanship of the product.
35 Any further claims are excluded, particularly damages to/ losses of customer´s merchandise, compensation for loss of sales or similar.
36 The customer shall inspect incoming products immediately upon their receipt to determine their correctness, completeness and any potential defects, and shall notify us in writing of any defects indicating invoice number, product, item number, quantity of material concerned and description of the defect within a period of one week as of receipt of the products; otherwise the assertion of the warranty claim is excluded and the goods shall be deemed approved.
37 In case of acknowledging a defect, we are entitled at our choice to either replace the defective product with a new one or repair the defect; the customer cannot refuse acceptance where a non-essential defect is present.
Miscellaneous
38 Documents of the business relation between CSS and the customer are considered to be proprietary and confidential. Customer shall not disclose such confidential information to any contractor or other third party and shall protect such confidential information from inadvertent disclosure to a third party using the same care and diligence that the customer uses to protect its own proprietary and confidential information, but in no case less than reasonable care.
39 The buyer agrees that that data disclosed in the course of our business relationship can be saved and processed by automatic means for our internal use.
40 These terms and conditions shall supersede all other agreements that the parties may have entered into previously, either orally or in writing, unless these would have been explicitly agreed by contract.
41 The customer shall comply with all legal regulations and official requirements as well as all other applicable laws and in particular export provisions and the laws of the country in which customer will do business.
42 Should individual provisions of the agreement or of these provisions be or become ineffective, invalid and/or impracticable in whole or in part, the effectiveness, validity or practicality of the remaining provisions are not affected. In this case these provisions shall be replaced by appropriate valid provisions which are valid and come closest to the original content.
43 The place of implementation and jurisdiction is Wiesbaden, Germany.