Terms of Service

By requesting a quotation, signing a contract, placing an order, or otherwise engaging with Coolway Refrigeration (the "Company," "we," "us," or "our"), an international brand of Kendall Tech, you ("Client," "Customer," or "you") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms").

These Terms apply to all business interactions including but not limited to engineering project inquiries, equipment purchases, technical consultations, installation services, commissioning services, and after-sales support.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not proceed with any engagement.

Coolway Refrigeration provides the following categories of services and products, each subject to the specific terms outlined herein and any applicable project-specific contract:

The specific scope of work, deliverables, timelines, and specifications for each engagement shall be defined in a separate written agreement, purchase order, or project contract ("Project Agreement") mutually executed by both parties.

3.1 Quotation Validity. All quotations issued by Coolway Refrigeration are valid for thirty (30) calendar days from the date of issue unless otherwise stated in writing. Quotations are subject to change due to fluctuations in raw material costs, currency exchange rates, or changes in Client-provided specifications.

3.2 Order Confirmation. A binding contract is formed only upon the Company's written acceptance of a Client's purchase order or upon mutual execution of a Project Agreement. Verbal agreements or informal communications do not constitute binding commitments.

3.3 Specification Changes. Any modifications to agreed specifications, scope, or design after contract execution must be submitted in writing and are subject to a formal change order process. Additional costs and timeline adjustments resulting from Client-initiated changes shall be borne by the Client.

3.4 Client Responsibilities. The Client is responsible for providing accurate, complete, and timely information including site conditions, local regulatory requirements, power specifications, and intended use parameters. The Company shall not be liable for design or performance issues arising from inaccurate or incomplete Client-provided data.

4.1 Payment Schedule. Payment milestones shall be specified in the Project Agreement. Standard terms for equipment orders typically follow a structure of advance deposit upon order confirmation, progress payments at defined production milestones, and balance payment prior to or upon shipment. EPC project payment schedules are negotiated on a project-by-project basis.

4.2 Currency. Unless otherwise agreed in writing, all prices are quoted in United States Dollars (USD). For international transactions, the applicable exchange rate and banking fees shall be as agreed in the Project Agreement.

4.3 Late Payment. Overdue payments shall accrue interest at a rate of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. The Company reserves the right to suspend services, withhold deliveries, or terminate the contract if payments remain outstanding beyond thirty (30) days past the due date.

4.4 Taxes & Duties. All prices are exclusive of applicable taxes, customs duties, import levies, and other governmental charges. Such costs are the sole responsibility of the Client unless explicitly included in the written quotation.

4.5 Non-Refundable Deposits. Advance deposits paid upon order confirmation are non-refundable in the event of Client-initiated cancellation, except where the Company is found to be in material breach of the agreement.

5.1 Product Specifications. All equipment is manufactured in accordance with the specifications agreed in the Project Agreement. The Company reserves the right to make minor technical modifications that do not materially affect performance, provided such changes comply with applicable standards.

5.2 Delivery & Risk of Loss. Delivery terms (Incoterms) shall be specified in the Project Agreement. Risk of loss or damage transfers to the Client upon delivery as defined by the agreed Incoterms. The Company is not responsible for delays caused by shipping carriers, customs authorities, or events beyond its control.

5.3 Inspection & Acceptance. The Client shall inspect all delivered equipment within fourteen (14) days of receipt. Claims for visible defects, shortages, or shipping damage must be submitted in writing within this period. Failure to notify within this timeframe constitutes acceptance of the goods as delivered.

5.4 Standard Product Warranty. Equipment manufactured by Coolway Refrigeration is warranted against defects in materials and workmanship for a period of twelve (12) months from the date of commissioning, or eighteen (18) months from the date of shipment, whichever occurs first. This warranty covers repair or replacement of defective components at the Company's discretion.

5.5 Warranty Exclusions. The warranty does not cover damage resulting from: improper installation by parties other than the Company or its authorized agents; unauthorized modifications; operation outside specified parameters; use of non-approved refrigerants; normal wear and tear; or damage caused by events of force majeure.

5.6 Spare Parts. The Company commits to maintaining availability of critical spare parts for a minimum of five (5) years following the product's last production date. Spare parts are sold separately and subject to prevailing prices at the time of order.

6.1 Site Conditions. The Client is responsible for ensuring that the project site is accessible, safe, and prepared in accordance with the Company's pre-installation requirements. Any delays or additional costs caused by unsuitable site conditions, restricted access, or failure to complete prerequisite civil works shall be charged to the Client.

6.2 Local Permits & Compliance. Obtaining all necessary local building permits, operating licenses, and regulatory approvals is the Client's responsibility unless explicitly included in the Project Agreement. The Company will provide reasonable technical documentation to support the permitting process.

6.3 Client-Provided Utilities. The Client shall ensure adequate power supply (at agreed voltage, frequency, and capacity), water supply, and working space for the Company's installation team throughout the installation period. Costs associated with power interruptions or inadequate utilities are the Client's responsibility.

6.4 Commissioning & Acceptance Testing. Upon completion of installation, the Company will conduct commissioning tests including system startup, temperature pull-down verification, and performance checks against agreed specifications. Formal project acceptance shall be documented in a written handover certificate signed by both parties.

6.5 Operator Training. Where included in the Project Agreement, the Company will provide on-site operator training covering system operation, basic maintenance, and emergency procedures. Additional training sessions beyond the agreed scope are available at the Company's prevailing day rates.

6.6 Subcontracting. The Company reserves the right to engage qualified subcontractors for portions of the work. The Company remains responsible for the quality and compliance of all subcontracted work.

7.1 Export Compliance. The Client agrees to comply with all applicable export control laws and regulations of the People's Republic of China and the destination country. The Client shall not re-export, transfer, or divert any equipment or technology supplied by the Company in violation of applicable export control regulations.

7.2 Import Responsibilities. For international equipment supply, the Client is responsible for all import duties, customs clearance procedures, local certification requirements, and compliance with destination country regulations, unless the Project Agreement explicitly assigns these responsibilities to the Company.

7.3 Certification Standards. The Company can supply equipment configured to meet various international standards including CE (Europe), UL/ETL (North America), and other regional requirements as specified in the Project Agreement. Certification compliance is contingent on the Client providing accurate and complete information regarding applicable local standards.

7.4 Overseas Personnel. When the Company dispatches engineers for overseas installation supervision or execution, the Client shall be responsible for facilitating visa applications, providing safe accommodation, local transportation, and complying with all applicable local labor and safety regulations. The Company's personnel shall adhere to reasonable site safety requirements communicated by the Client.

7.5 Refrigerant Regulations. The Client is responsible for ensuring that the refrigerant specified for the project complies with all applicable environmental and regulatory requirements in the destination country. The Company will advise on compliant alternatives upon request but cannot guarantee regulatory compliance in all jurisdictions.

7.6 Packaging & Shipping. The Company employs seaworthy, moisture-proof packaging and adheres to fumigation compliance requirements for international shipments. Specific packaging requirements beyond standard practice must be communicated prior to order confirmation and may incur additional costs.

8.1 Ownership. All intellectual property rights in and to the Company's products, designs, engineering drawings, technical documentation, software, patents (including the Company's portfolio of over 30 national patents), trade secrets, and know-how remain the exclusive property of Coolway Refrigeration / Kendall Tech.

8.2 License Grant. The Company grants the Client a non-exclusive, non-transferable license to use technical documentation and manuals solely for the purpose of operating and maintaining the equipment or facility delivered under the Project Agreement.

8.3 Restrictions. The Client shall not copy, reverse-engineer, disassemble, modify, or create derivative works based on the Company's products, designs, or software. The Client shall not use the Company's intellectual property for any purpose beyond the scope of the license granted herein.

8.4 Client Materials. The Client retains ownership of all information, data, and materials provided to the Company for the purpose of project execution. The Company may use such materials solely to fulfill its obligations under the Project Agreement.

9.1 Mutual Confidentiality. Both parties agree to maintain the confidentiality of all proprietary and sensitive information disclosed by the other party in connection with any engagement, including but not limited to technical specifications, pricing, business strategies, and project details.

9.2 Non-Disclosure. Neither party shall disclose the other party's confidential information to any third party without prior written consent, except where disclosure is required by law, court order, or regulatory authority, in which case the disclosing party shall provide prompt written notice to the other party to the extent permitted by law.

9.3 Duration. Confidentiality obligations shall survive the termination or expiration of any agreement between the parties for a period of five (5) years.

9.4 Reference & Marketing. Unless the Client objects in writing, the Company reserves the right to reference the Client's name and a general description of the completed project in its marketing materials, case studies, and portfolio, without disclosing confidential technical or commercial details.

10.1 Express Warranties. The Company warrants that: (a) equipment will conform to agreed specifications at the time of delivery; (b) services will be performed with reasonable skill and care by qualified personnel; and (c) the Company holds all necessary qualifications and certifications required to perform the contracted services.

10.2 Performance Guarantees. Performance guarantees (e.g., temperature ranges, energy efficiency metrics, capacity figures) are valid only when the system is operated under the conditions, parameters, and maintenance protocols specified in the technical documentation and Project Agreement.

10.3 Disclaimer of Implied Warranties. To the fullest extent permitted by applicable law, the Company disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, except as expressly stated herein or in the applicable Project Agreement.

10.4 Third-Party Components. For equipment incorporating third-party components (e.g., compressors from OEM suppliers), warranty terms applicable to those components are governed by the respective manufacturer's warranty policy. The Company will assist in facilitating warranty claims with third-party manufacturers where applicable.

11.1 Cap on Liability. To the maximum extent permitted by applicable law, the Company's total cumulative liability to the Client arising from or related to any Project Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client to the Company under that specific Project Agreement during the twelve (12) months preceding the event giving rise to the claim.

11.2 Exclusion of Consequential Damages. In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of product, loss of business opportunity, or cost of substitute facilities, even if advised of the possibility of such damages.

11.3 Spoilage & Product Loss. The Company shall not be liable for loss, spoilage, or damage to the Client's stored products or inventory arising from equipment malfunction, unless such malfunction is directly attributable to the Company's gross negligence or willful misconduct and occurs within the applicable warranty period.

11.4 Exceptions. Nothing in these Terms shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

12.1 Definition. Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any Project Agreement to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, floods, fires, epidemics or pandemics, wars, armed conflicts, terrorism, government actions, trade embargoes, port closures, strikes or labor disputes not involving the affected party's own employees, or significant disruptions to international shipping or logistics.

12.2 Notification. The affected party shall notify the other party in writing as soon as reasonably practicable upon becoming aware of a force majeure event, describing the nature of the event, its expected duration, and the obligations affected. The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event.

12.3 Extended Delay. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected Project Agreement upon written notice, with equitable adjustment for work completed and costs incurred to date.

13.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any Project Agreement, the parties shall first attempt to resolve the matter through good faith negotiation between senior representatives of both parties for a period of thirty (30) days following written notice of the dispute.

13.2 Mediation. If the dispute cannot be resolved through negotiation within the specified period, either party may request mediation administered by a mutually agreed-upon mediator. The costs of mediation shall be shared equally by both parties.

13.3 Arbitration. If mediation fails or is not agreed upon, any unresolved dispute shall be finally settled by binding arbitration in accordance with the arbitration rules of the China International Economic and Trade Arbitration Commission (CIETAC), unless the parties mutually agree to an alternative arbitration body. The arbitration shall be conducted in English, and the arbitral award shall be final and binding on both parties.

13.4 Seat of Arbitration. Unless otherwise agreed in the Project Agreement, the seat of arbitration shall be Shanghai, People's Republic of China.

These Terms and any Project Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law provisions.

For international contracts where the parties mutually agree in writing, an alternative governing law may be specified in the Project Agreement. In such cases, the agreed governing law shall prevail over this clause solely for that specific Project Agreement.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any transaction governed by these Terms, unless explicitly agreed otherwise in writing.

15.1 Right to Amend. Coolway Refrigeration reserves the right to update or modify these Terms at any time. Updated Terms will be published on the Company's official website with a revised effective date.

15.2 Notification. For existing clients with active Project Agreements, material changes to these Terms will be communicated via written notice (including email) at least thirty (30) days prior to taking effect. Continued engagement with the Company following the effective date of any amendment constitutes acceptance of the revised Terms.

15.3 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.4 Entire Agreement. These Terms, together with any applicable Project Agreement and any documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior negotiations, representations, and agreements.

For questions, clarifications, or concerns regarding these Terms of Service, or to submit a formal dispute notice, please contact us through the following channels:

We aim to respond to all legal and compliance inquiries within five (5) business days.