Terms of service

General Terms and Conditions, Liability, and Right of Cancellation

General Provisions

  1. Offers, deliveries, and other services of CPS Kältetechnik GmbH, hereinafter referred to as “CPS”, are made exclusively on the basis of these terms and conditions of sale, delivery, and payment. These terms also apply to all future business relationships, even if no express reference is made to them again.
  2. Business and purchasing terms and conditions used by a customer as the basis of an order are hereby rejected. They shall only become effective if they are acknowledged in writing by CPS.
  3. Any amendments to these terms and conditions of sale, delivery, and payment must be made in writing.
  4. The contract is concluded by acceptance of a customer order or by confirmation of an offer without a digital signature. Completing a spare parts inquiry form does not create a legally binding contract. The customer waives receipt of a declaration of acceptance pursuant to Section 151 sentence 1 BGB. The customer will be informed of the conclusion of the contract either by written confirmation from CPS or, at the latest, by execution of the delivery of the ordered goods or by provision of the service. We cannot accept any deviating provisions of the customer, even if we do not expressly object to them.

Offer and Conclusion of Contract

  1. Offers made by CPS are non-binding. Unless the customer specifies a different binding period, the customer is bound by their order for at least 14 working days. The contract is only concluded once the order has been confirmed in writing by CPS. If the confirmation differs from the order, the content of the confirmation letter shall be decisive unless the customer immediately objects to the deviation in writing.
  2. Oral agreements, agreements made by telephone, and agreements made through representatives require written confirmation by CPS in order to be legally valid.
  3. Images and information contained in price lists, brochures, cost estimates, and other documents handed over to the customer, in particular weight or dimension specifications or other technical data, referenced DIN, VDE, or other operational or industry-wide standards and samples, merely describe the subject matter of the contract and only constitute a guaranteed characteristic by CPS if an express written declaration of binding effect has been issued.

Prices

  1. Our prices valid on the order date shall apply, plus VAT at the applicable statutory rate. Additional expenses, in particular packaging, freight, postage, insurance, delivery charges, etc., shall be charged separately.

  2. Prices transmitted in the online shop or on the website are gross unit or meter prices in euros plus shipping costs. In our written offers sent by email or fax, we provide net unit or meter prices in euros plus shipping costs and statutory VAT. Discounts for early payment are not granted.

    If CPS subsequently discovers that an error has occurred in the information relating to a product, price, drawing, image, dimensions, weight, or availability, CPS will inform the customer of this without delay. The customer may then confirm the order again under the amended conditions. Otherwise, CPS is entitled to withdraw from the contract.

Payment Terms

  1. We deliver only against advance payment, cash payment upon collection, or cash on delivery.
  2. Invoices must be paid in the order in which they are issued, free of charge, either in cash or by bank transfer.
  3. The customer is only entitled to withhold payments or offset them against any counterclaims if these have been acknowledged by CPS or legally established.
  4. We deliver to customers with whom an ongoing business relationship exists under agreed conditions.

Default and Payment by Installments

  1. The customer shall be in default upon receipt of the first reminder. In this case, CPS is entitled to charge interest in the amount of the credit costs incurred by CPS itself, but at least 3% above the applicable discount rate per year. A fee of €5.00 will be charged for each reminder. This provision does not limit the assertion of further damages.
  2. If, in the case of an installment payment agreement, a payment deadline is exceeded by the customer by more than 5 days, the entire remaining purchase price becomes due for payment.
  3. In this case, as well as in the event of default, CPS is entitled, in order to secure its claim, to withhold deliveries and services until final payment has been made or, if delivery has already taken place, to take back the goods. After setting a grace period, CPS is also entitled to withdraw from the contract or claim damages for non-performance.

Delivery and Performance Times, Partial Deliveries

  1. CPS will endeavor to deliver as quickly as possible and to comply with delivery periods and dates specified by CPS. However, if delivery is culpably delayed by more than 6 weeks, the customer may set CPS a grace period, which must be at least 4 weeks. After expiry of the grace period, the customer is entitled to withdraw from the contract. Claims for damages due to delay or non-performance shall only exist in this respect in cases of gross negligence or intent on the part of CPS.
  2. Delivery and performance delays due to force majeure and circumstances for which CPS is not responsible — including material procurement difficulties, operational disruptions, strikes, lockouts, staff shortages, lack of means of transport, official orders, etc., which become known after conclusion of the contract — even if they occur at suppliers of CPS or their subcontractors, are not the responsibility of CPS, even in the case of agreed deadlines and dates. They entitle CPS to postpone deliveries or services for the duration of the impediment plus a reasonable start-up period, or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled. If delivery is delayed by more than 2 months as a result, the customer may also withdraw from the contract with regard to the part not yet fulfilled after setting a grace period of at least 4 weeks.
  3. When goods are shipped, the day on which they are dispatched shall be deemed the delivery date; otherwise, the delivery date shall be the day on which the customer receives notification that the goods are ready for dispatch or collection.
  4. Partial deliveries and partial services are permitted and may be invoiced separately.

Shipping and Transfer of Risk

  1. Shipping is carried out to the best of CPS’s knowledge, but CPS assumes no liability for choosing the cheapest or fastest shipping method.
  2. Wooden crates, cardboard boxes, and disposable packaging are charged at cost and will not be taken back.
  3. For consumers, the risk of accidental loss and accidental deterioration of the sold goods passes to the consumer upon receipt of the goods, even in the case of a sale involving shipment.
  4. For businesses, the risk of accidental loss and accidental deterioration of the goods passes upon handover; in the case of a sale involving shipment, it passes upon delivery of the goods to the freight forwarder, carrier, or other person or institution designated to carry out the shipment.
  5. Handover is deemed to have taken place if the customer is in default of acceptance.
  6. Externally visible transport damage must be confirmed in writing by the delivery agent. If the contents are damaged, leave the goods unchanged in their packaging and do not use them. Notify the responsible shipping company immediately or visit them. Arrange for a damage report to be prepared and present the shipment in its original packaging. Report the damage to CPS within 24 hours of receipt. Without these measures, damage settlement is not possible. We assume no liability for compensation claims that are not covered by the warranty conditions of the shipping companies.

Retention of Title

  1. All deliveries are made subject to retention of title. The goods remain the property of CPS until full payment of all claims arising from the business relationship with the customer, including balance claims from current accounts, and until release from contingent liabilities entered into by CPS in the interest of the customer.
  2. The customer is only entitled to process, transform, combine, and mix the goods with other items within the ordinary course of business.
  3. Processing or transformation shall be carried out on behalf of CPS, without any obligation arising for CPS as a result. If the goods delivered by us are processed with other items subject to extended retention of title, CPS shall acquire co-ownership of the new items in the ratio of the invoice amounts of the goods subject to retention of title. If invoice amounts cannot be determined, the respective value of the goods at the time of processing shall be decisive.
  4. If the reserved ownership of CPS ceases to exist as a result of processing, transformation, combination, or mixing, it is agreed that the customer shall transfer co-ownership of the new item to CPS pursuant to Section 930 BGB at the time of the loss of rights. The amount of the co-ownership share shall be determined by the ratio of the invoice amount of the CPS delivery to the value of the new item. The customer shall store the goods on behalf of CPS.
  5. The customer is obliged to externally identify the goods that remain in the ownership or co-ownership of CPS under the preceding provisions, or the goods that replace them, as reserved goods and to store them separately from other goods. The customer must adequately insure the reserved goods, in particular against fire, water, and theft. Claims against the insurance company arising from damage to the reserved goods are hereby assigned to CPS in the amount of the value of the reserved goods. The customer must notify the insurance company of the assignment of the claim.
  6. If the reserved ownership ceases to exist or is damaged for any legal or factual reason, the customer hereby assigns to CPS any claims against third parties arising from this. Upon request, the customer must notify the third party of the assignment and provide CPS with the name and address of the third party.
  7. The customer is entitled to sell the reserved goods in the normal course of business. The customer hereby assigns to CPS the purchase price claims against third parties arising from the sale of the reserved goods until all liabilities have been fully settled. However, the customer remains entitled to collect the claims from resale until revoked. The collected amounts must be forwarded to CPS without delay. If the third-party purchaser does not pay immediately, the customer must resell the reserved goods subject to retention of title. The right to resell the reserved goods expires if the customer suspends payments, is in default of payment to CPS, or breaches other obligations arising from these terms and conditions. The customer is not entitled to pledge or transfer the reserved goods as security. At the request of CPS, the customer must provide the information required for collection, hand over documents, notify the debtors of the assignment, and issue publicly certified documents regarding the assignment of the claim at their own expense. CPS is entitled to notify the third-party debtor of the assignment of the claim in the name of the customer.
  8. If the customer resells reserved goods together with other goods not belonging to CPS, the purchase price claim shall be deemed assigned in the amount of the invoice value of the reserved goods that were the subject of the purchase contract together with the other goods.
  9. Use of the reserved goods for the fulfillment of contracts for work and materials shall also be deemed a sale within the meaning of the above provisions.
  10. The customer is obliged to notify CPS without delay of any seizure or other impairment of the reserved ownership and the assigned claim by third parties. In addition, the customer must inform the third party in advance of the rights of CPS existing in the goods or assigned claims. The customer shall bear the costs of any intervention by CPS.
  11. CPS undertakes to release the securities to which it is entitled under the above provisions, at its discretion, insofar as the value of the securities exceeds the claims held by CPS against the customer by more than 25%.

Warranty

  1. CPS warrants, in accordance with the following provisions, that the products delivered by it are free from defects in material and workmanship that more than insignificantly reduce or impair the value or suitability of the goods for ordinary use or for the use assumed under the contract. Claims based on the absence of guaranteed characteristics require that the guarantee was agreed in writing.
  2. Liability is excluded for reduction or loss of usability and for damage caused by failure to observe operating, maintenance, and installation instructions, improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, incorrect handling, excessive strain, inaccurate, incorrect, or insufficient information about the intended operating conditions and other incorrect information provided by the customer, as well as interventions in the delivery item carried out by the customer or third parties. The same applies to parts provided by the customer.
  3. General changes in design or construction that do not reduce the usability of the goods do not constitute a defect.
  4. The customer is obliged to inspect the delivery without delay. Recognizable defects must be reported in writing without culpable delay and with an exact description of the defect, at the latest within 6 days after delivery. Goods affected by recognizable defects may not be installed or processed. The defective delivery items must be kept available for inspection by CPS in the condition in which they were at the time the defect was discovered. Upon request, the customer must return the defective goods to CPS. If the customer breaches their obligation to inspect, notify, keep available, or return the goods, the customer’s warranty claims shall expire.
  5. Warranty claims shall likewise expire if the customer carries out repairs to the delivery items without prior consent from CPS. Only in urgent cases where operational safety is at risk and in order to prevent disproportionately large damage does the customer have the right, after notifying CPS, to remedy the defect at their own expense. These costs shall be reimbursed to the extent that they would have been incurred by CPS when carrying out the rectification or replacement delivery.
  6. In the event of a timely and justified notice of defects, CPS shall provide warranty, at its discretion, by repair, replacement delivery, or credit note. In the case of third-party products that CPS has obtained from third parties and delivered onward to the customer, CPS is also entitled to assign the claims against the supplier to the customer and to refer the customer to the assertion of these assigned claims. In the event of repair or replacement delivery, CPS shall bear the costs for delivery and shipping of the repaired or replacement item. Other costs, in particular removal and installation costs, shall be borne by CPS only up to a maximum of 25% of the invoice amount of the relevant delivery item.
  7. If repair or replacement delivery is impossible or if the grace period set by the customer for CPS has expired, the customer is entitled to withdraw from the contract or demand a reduction of the invoice amount. The same right exists in the event of assignment of warranty claims against the supplier if the supplier has rejected the warranty in writing toward the customer.
  8. The costs of unjustified notices of defects shall be borne by the customer.
  9. Any agreed retention of title also extends to replacement deliveries. Replacement deliveries and repairs are subject to warranty in accordance with these provisions.
  10. Claims for damages due to the existence of a defect or the absence of a guaranteed characteristic shall only exist in accordance with the section “Damages”. Claims for compensation for damage that did not occur to the delivery item itself, indirect and consequential damage, in particular personal injury and damage resulting from business interruption, may only be asserted if an express written guarantee exists in this respect.
  11. CPS may refuse to fulfill the above warranty claims as long as the customer has not fulfilled their due obligations.
  12. Installation of a device delivered by us may only be carried out by a qualified and recognized specialist company. Incorrect installation may cause product and environmental damage.

Warranty cannot be provided in the following cases:

  • Repair costs for damage caused by incorrect use or misuse.
  • Damage caused during transport or by incorrect installation.
  • Fire, extinguishing, flooding, and water damage.
  • Damage caused by misuse, neglect, or foreign bodies.
  • Damage caused by extreme conditions in the wider or immediate environment or in the power supply.
  • Loss of refrigerant caused by connecting pipes or fittings.
  • Parts connected to the system that were not supplied by CPS.
  • Costs associated with moving other devices in order to gain access to the system.
  • Damage and malfunctions caused by unclean filters or dirty condensers.

Limitation Period

All claims of the customer, regardless of their legal basis, become time-barred after 12 months. The statutory limitation periods apply to intentional or fraudulent conduct and to claims under the Product Liability Act.

Damages

Claims for damages of any kind and on any legal basis, including culpa in contrahendo, positive breach of contract, tort pursuant to Sections 823 et seq. BGB, and infringement of intellectual property rights against CPS, its legal representatives, vicarious agents, and other employees, are excluded except in cases of intent and gross negligence. In cases involving vicarious agents and other employees of CPS, such claims for damages are also limited to the invoice amount of the delivery item.

Cancellation Policy

Consumers have a fourteen-day right of cancellation.

Right of Cancellation

You have the right to cancel this contract within fourteen days without giving any reason.

The cancellation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, took possession of the last goods.

To exercise your right of cancellation, you must inform us:

CPS Kältetechnik GmbH
Benzstraße 1
70839 Gerlingen
Germany
Email: widerruf@kaelte4you.de
Phone: +49 (0) 7156 30717 0
Fax: +49 (0) 7156 3071719

by means of a clear statement, for example a letter sent by post, fax, or email, of your decision to cancel this contract. You may use the attached model cancellation form for this purpose, but this is not mandatory.

To meet the cancellation deadline, it is sufficient for you to send the notification of exercising your right of cancellation before the cancellation period expires.

Consequences of Cancellation

If you cancel this contract, we must refund all payments we have received from you, including delivery costs, except for any additional costs resulting from your choice of a type of delivery other than the cheapest standard delivery offered by us, without undue delay and no later than fourteen days from the day on which we receive notification of your cancellation of this contract.

For this refund, we will use the same payment method that you used for the original transaction, unless expressly agreed otherwise with you. Under no circumstances will you be charged any fees for this refund.

We may refuse the refund until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.

You must return or hand over the goods to us without undue delay and in any case no later than fourteen days from the day on which you notify us of the cancellation of this contract. The deadline is met if you send the goods before the period of fourteen days has expired.

You bear the direct costs of returning the goods.

You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that was not necessary for checking their condition, properties, and functionality.

The right of cancellation does not apply to contracts for the delivery of goods that are not prefabricated and for the manufacture of which an individual selection or specification by the consumer is decisive, or that are clearly tailored to the personal needs of the consumer.

Model Cancellation Form

If you wish to cancel the contract, please complete this form and return it to us.

To:
CPS Kältetechnik GmbH
Benzstraße 1
70839 Gerlingen
Germany
Email: widerruf@kaelte4you.de
Fax: +49 (0) 7156 3071719

I/we () hereby cancel the contract concluded by me/us () for the purchase of the following goods () / the provision of the following service ():

Ordered on () / received on ():

Name of consumer(s):

Address of consumer(s):

Signature of consumer(s), only if notified on paper:

Date:

(*) Delete as appropriate.

Warnings Regarding Intellectual Property Rights

If third parties assert against the customer that the delivery item infringes industrial property rights, the customer is obliged to inform CPS of this without delay.

Place of Performance, Place of Jurisdiction

The place of performance and place of jurisdiction for all disputes arising from the contractual relationship is Stuttgart.

Final Provision

Should any provision of these terms and conditions or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. The invalid provision shall be replaced by a valid provision that achieves the economic purpose pursued by the invalid provision as far as possible.