Legal notice
GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS
Last Updated Date: 7/27/2026
- APPLICABILITY. These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the products (“Products”) by Cold Percolation, Inc. (“Seller”) to the buyer (“Buyer”) set forth on the sales website, invoice, quotation, purchase order, or other sales confirmation (the “Purchase Order”) to which these Terms are attached or referenced. The Purchase Order and these Terms (collectively, this “Agreement”) constitute the entire agreement between the parties with respect to the sale of Products and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral, regarding such sale. Seller rejects any of Buyer’s additional or different terms and conditions, and fulfillment of Buyer’s order does not constitute acceptance of any such terms or otherwise modify these Terms. Seller may update these Terms from time to time, and any such changes will be effective as of the “Last Updated Date” referenced herein. Buyer’s purchase of Products constitutes acceptance of the Purchase Order and these Terms. ACCEPTANCE OF THE PURCHASE ORDER BY BUYER IS A PREREQUISITE TO THE PURCHASE OF PRODUCTS AND SHALL OPERATE AS AN ACCEPTANCE OF THESE TERMS WHICH ARE EXPRESSLY INCORPORATED INTO THE PURCHASE ORDER.
2. ORDER ACCEPTANCE AND CANCELLATION. Buyer agrees that Buyer’s order of any Product is an offer to buy, under these Terms, all such Products listed in such order. All orders must be accepted by Seller or Seller will not be obligated to sell any Products to Buyer. Seller may choose not to accept orders at its sole discretion, even after Seller sends Buyer a confirmation email with Buyer’s order number and details of the items Buyer has ordered.
3. DELIVERY; SHIPMENT TERMS; TITLE AND RISK OF LOSS. Products will be delivered within a reasonable time after the receipt of Buyer’s purchase order. Unless otherwise agreed in writing by the parties or set forth on a Purchase Order, Seller shall arrange transportation of Products to the destination specified in the Purchase Order. Delivery of Products shall be deemed to occur, and risk of loss or damage to Products shall pass to Buyer, upon Seller’s tender of Products to the applicable carrier at Seller’s facility (FCA Seller’s facility, Incoterms 2020) (the “Delivery Point”). Seller shall not be liable for any delays, loss, or damage in transit, or for any carrier’s failure to deliver or misdelivery, and Buyer’s sole recourse for any such issues shall be against the carrier. At Buyer’s request and subject to Seller’s acceptance, Buyer may arrange its own transportation for Products from Seller’s facility in which case (a) delivery shall be made EXW Seller’s facility (Incoterms 2020), (b) Buyer shall be solely responsible for selecting the carrier, contracting for carriage, and all costs and risks associated with such transportation, and (c) delivery shall be deemed to occur, and risk of loss or damage to Products shall pass to Buyer, when Products are made available for pickup at Seller’s facility. For the avoidance of doubt, risk of loss or damage to Products shall pass to Buyer as set forth above, regardless of when Buyer actually takes delivery.
4. RETURN. Except for any Products designated as non-returnable, Seller will accept a return of the applicable Product for a refund of Buyer’s purchase price, less the original shipping and handling costs, provided such return is made within 10 days of delivery and provided such Product is returned in its original condition. To return any Product, you must obtain a Return Merchandise Authorization (“RMA”) number from Seller by contacting Seller at the address or email set forth on the applicable Purchase Order. No returns of any type will be accepted without an RMA number. Buyer is responsible for all shipping and handling charges on returned items unless otherwise specified. Buyer bears the risk of loss during shipment. All returns are subject to a 5% restocking fee. Refunds are promptly processed following Seller’s receipt of Buyer’s merchandise. Buyer’s refund will be credited back to the same payment method used to make the original purchase. SELLER OFFERS NO REFUNDS ON ANY PRODUCT DESIGNATED AS NON-RETURNABLE.
5. PRICE. Buyer shall purchase Products from Seller at the prices set forth in the applicable Purchase Order or, if no Purchase Order exists or the Purchase Order does not state the prices, at Seller’s published price list in effect as of the date of Buyer’s order. All prices are exclusive of all sales, use, excise, and similar taxes, duties, and other governmental charges imposed on amounts payable by Buyer. Seller shall collect and remit applicable sales or similar transaction taxes only in those jurisdictions within the United States of America (including its states, territories, and possessions) in which Seller has established nexus and determines, in its sole discretion, that it is legally required to do so, and any such taxes may be added to the applicable invoice. For Buyers located outside the United States, Buyer shall be solely responsible for all taxes, duties, fees, and other governmental charges of any kind, including value added tax, goods and services tax, customs duties, import or export fees, brokerage charges, and local surcharges. Seller’s responsibilities with respect to international orders are limited to facilitating the sale, shipment, and handling of Products. Buyer shall not be responsible for any taxes imposed on or measured by Seller’s income, revenues, gross receipts, personnel, or ownership or use of real or personal property or other assets.
6. PAYMENT TERMS. Unless otherwise stated in the applicable Purchase Order, Buyer shall pay all invoiced amounts to Seller at the time of purchase. All payments shall be made in U.S. dollars. If Buyer fails to pay any amount when due, Buyer shall pay interest on the overdue amount at the lesser of 1.5% per month and the maximum rate permitted by applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs and expenses incurred in collecting any late payment, including attorneys’ fees. In addition to all other remedies available under these Terms or at law, Seller may suspend delivery of any Products if Buyer fails to pay any amount when due and such failure continues for 10 days after Buyer’s receipt of written notice of nonpayment. Buyer shall pay all amounts due under this Agreement without setoff, recoupment, deduction, or withholding of any kind, whether arising out of Seller’s alleged breach, bankruptcy, or otherwise. Buyer’s payment obligations for Products are absolute and unconditional and are not subject to any reduction, defense, delay, or excuse arising out of or relating to any failure or delay by an End Customer to purchase, accept, or pay for such Products, or any dispute between Buyer and an End Customer.
(a) Subject to the terms of this section, Seller warrants solely to the first end user of Products (the “End Customer”) in accordance with, and for the period of, the applicable product warranty for the Product as set forth on Seller's website or in the user manual included with the Product (the “Limited Warranty”), with the applicable warranty period thereunder (the “Warranty Period”) measured from the date Products are first delivered to such End Customer; provided that, if no warranty period is specified in the applicable product warranty for the Product as set forth on Seller’s website or in the user manual included with the Product, the Warranty Period shall be one (1) year measured from the date Products are first delivered to such End Customer. The Limited Warranty is subject to, and expressly limited by, the terms, conditions, exclusions, and remedies set forth in this section. For the avoidance of doubt, the “End Customer” means the first purchaser, which may be Buyer, who acquires Products for its own internal use and not for resale, distribution, or remarketing and expressly excluding any distributor, reseller, dealer, integrator, or other intermediary purchaser. Buyer shall not, and shall cause its employees, agents, and resellers not to, make any warranty, representation, or guarantee regarding Products that is broader than or inconsistent with the Limited Warranty. Any such warranty, representation, or guarantee shall be solely at Buyer’s expense and risk, and Seller shall have no responsibility or liability therefor.
(b) EXCEPT FOR THE LIMITED WARRANTY, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO PRODUCTS, WHETHER TO BUYER OR END CUSTOMER INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(c) Seller shall have no liability for any claim under the Limited Warranty unless: (i) the End Customer provides Seller with written notice of the alleged defect, reasonably described, within 10 days after the defect is discovered or reasonably should have been discovered, and in any event within the Warranty Period; (ii) Seller is given a reasonable opportunity after receiving such notice to examine Products and, if requested by Seller, the End Customer arranges for the return of Products to Seller’s designated location, at Seller’s cost, for such examination; and (iii) Seller reasonably verifies that Products are defective and covered by the Limited Warranty.
(d) Seller shall have no liability for any claim under the Limited Warranty to the extent that: (i) Products have been used after notice of the alleged defect; (ii) the defect arises because Buyer or any End Customer failed to follow Seller’s written instructions regarding storage, installation, commissioning, use, or maintenance of Products; (iii) Products have been altered, modified, or repaired by Buyer, any End Customer, or any third party without Seller’s prior written consent; or (iv) the defect results from abuse, misuse, neglect, improper cleaning or sanitation, improper transportation or storage, or use of Products in combination with any other equipment, products, or materials not supplied or approved in writing by Seller.
(e) Buyer, its resellers, and each End Customer are solely responsible for ensuring that all use of Products (including any beverages or other consumables produced using Products) complies with all applicable food and beverage, health and safety, sanitation and cleaning, labeling, and other governmental laws, regulations, and industry standards. The End Customer, and each interim buyer, is solely responsible for implementing and maintaining appropriate cleaning, sanitation, operation, storage, and shipping procedures for Products and any consumables used with or produced by Products. Seller may provide general guidelines or recommendations, but each End Customer, and each interim buyer, remains solely responsible for determining the suitability of Products for their intended use and for complying with all applicable requirements, and Seller shall have no responsibility or liability arising out of or relating to Buyer’s, any reseller’s, or any End Customer’s failure to do so.
(f) Subject to Sections 7(c) and 7(d), Seller’s sole obligation and liability, and Buyer’s and the End Customer’s sole and exclusive remedy, for any breach of the Limited Warranty shall be, at Seller’s option, to: (i) repair the defective Products; (ii) replace the defective Products with conforming Products; or (iii) credit or refund the purchase price of the defective Products, in each case provided that, if requested by Seller, the End Customer or Buyer shall, at Seller’s expense, return the defective Products to Seller. THE REMEDIES SET FORTH IN THIS SECTION 7(f) CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER AND ANY END CUSTOMER FOR ANY BREACH OF THE LIMITED WARRANTY.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER, ANY END CUSTOMER, OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, REVENUE, PROFIT, DATA, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO SELLER FOR SUCH PRODUCT(S) GIVING RISE TO THE CLAIM. SELLER SHALL HAVE NO LIABILITY FOR ANY ORAL STATEMENTS, RECOMMENDATIONS, GUIDANCE, OR OTHER INFORMAL ADVICE PROVIDED TO BUYER, ANY RESELLER, OR ANY END CUSTOMER.
9. COMPLIANCE WITH LAW. Each party shall comply with all applicable laws, regulations, and ordinances in performing its obligations under this Agreement. Buyer and each End Customer shall be solely responsible for compliance with all applicable food and beverage, health and safety, sanitation and cleaning, labeling, storage, transportation, and related requirements in connection with their use, handling, storage, shipment, and resale of Products, and for maintaining all licenses, permissions, authorizations, consents, and permits required for such activities. Buyer shall comply with all applicable export and import laws and assumes all responsibility for shipments of Products requiring government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.
10. TERMINATION. In addition to any other remedies available under these Terms or at law, Seller may terminate this Agreement immediately upon written notice to Buyer if Buyer: (a) fails to pay any amount when due and such failure continues for 10 days after Buyer’s receipt of written notice of nonpayment; (b) breaches any provision of these Terms; or (c) becomes insolvent or is subject to any voluntary or involuntary bankruptcy, receivership, reorganization, or assignment for the benefit of creditors proceeding.
11. CONFIDENTIAL INFORMATION. All non-public, confidential, or proprietary information disclosed or made available by one party (“Discloser”) to the other party (“Recipient”) in connection with this Agreement, whether oral, written, electronic, or in any other form, and whether or not marked as confidential (“Confidential Information”), shall be kept confidential and used solely for the performance of this Agreement. Recipient shall not disclose Confidential Information except to its directors, officers, employees, affiliates, agents, contractors, and professional advisors who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon Discloser’s written request, Recipient shall promptly return or destroy Discloser’s Confidential Information. This section does not apply to information that: (a) is or becomes publicly available other than through Recipient’s breach of this Agreement; (b) was known to Recipient without restriction before disclosure by Discloser; (c) is rightfully received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information. Discloser shall be entitled to seek injunctive relief for any breach of this section.
12. FORCE MAJEURE. No party shall be liable or deemed in default or breach under this Agreement for any failure or delay in performing any term of this Agreement (except for Buyer’s payment obligations) to the extent such failure or delay is caused by or results from events beyond such party’s reasonable control, including acts of God; natural disasters, flood, fire, earthquake, epidemic, pandemic, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or civil unrest; government orders, laws, or actions; embargoes or blockades; national or regional emergencies; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortages of adequate materials, internet, power, or transportation facilities; or other similar events beyond such party’s reasonable control (each, a “Force Majeure Event”). The impacted party shall use diligent efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.
13. ASSIGNMENT. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
14. RELATIONSHIP OF THE PARTIES; NO THIRD-PARTY BENEFICIARIES. The parties are independent contractors, and nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship or authority to bind the other. This Agreement is for the sole benefit of the parties and their successors and permitted assigns and the first End User and confers no rights on any other person.
15. GOVERNING LAW AND VENUE. This Agreement and all matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of Indiana, without giving effect to any choice or conflict of law rule that would require the application of the laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in or having jurisdiction over Shelby County, Indiana, and each party irrevocably submits to the exclusive jurisdiction of such courts.
16. NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic transmission (with confirmation of transmission), or certified mail (return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this section.
17. WAIVER; SEVERABILITY. No waiver by Seller is effective unless in writing and signed by Seller, and no failure, delay, or partial exercise of any right operates as a waiver of it or any other right. If any provision is invalid, illegal, or unenforceable in any jurisdiction, the remaining provisions remain in effect, and that provision remains valid in any other jurisdiction.
18. SURVIVAL. Provisions of these Terms that by their nature should survive termination or expiration of this Agreement shall survive, including Compliance with Law, Payment Terms, Confidential Information, Governing Law and Venue, and this section.
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