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London & East of England

Randeep Prabhakar

Randeep Prabhakar
Welbilt UK
London & East of England
Mobile : 07841 930530
Email : randeep.prabhakar@welbilt.com

 

Midlands & North East England

Sharon Clarke
Sharon Clarke

Welbilt UK
Midlands & North East England
Mobile : 07730 416655
Email : sharon.clarke@welbilt.com

 

North West England & North & Mid Wales & Ireland

Ian Gregory
Ian Gregory

Welbilt UK
North West England & North & Mid Wales & Ireland
Mobile : 07730 416659
Email : ian.gregory@welbilt.com

 

Southern England & South Wales

Jared Greenhalgh
Jared Greenhalgh

Welbilt UK
Southern England & South Wales
Mobile : 07525 702862
Email : jared.greenhalgh@welbilt.com

1. Interpretation

1.1.    In these Conditions:

Buyer: means the person, firm or company who purchases the Goods from the Company;
Company: means Manitowoc Foodservice UK Limited, a company registered in England and Wales under number 02656967 whose principal place of business is Chancel Way, Halesowen Industrial Park, Halesowen, West Midlands, B62 8SE;
Contract: means any contract between the Company and the Buyer for the sale and purchase of the Goods, which incorporates these Conditions; 
Goods:  means any goods or associated installation services or, if applicable, Warranty Services agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them); 
Insolvency Event: means any of the following: (a) any action (corporate of otherwise), legal proceedings or other procedure or step taken by any person in any jurisdiction in relation to or with a view to a meeting of creditors, or entering into liquidation or appointing a receiver and/or manager, administrator or administrative receiver of its undertaking or any part thereof, filing documents with the court for the appointment of an administrator, administration or winding-up or any steps are taken relating to the insolvency or possible insolvency of the Buyer; or (b) the Buyer fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer or the Buyer ceases to trade or encumbers or in any way charges any of the Goods (or purports to do either); or (c) anything analogous to the above occurs under any jurisdiction in which the Buyer operates or to which the Buyer is subject; and
Warranty Services: warranty services as defined at Condition 12.5.

1.2.    A reference to legislation is to that legislation as it is in force for the time being and any subordinate legislation to it; the singular includes the plural and vice versa; a reference to one gender includes all genders; and condition headings do not affect their interpretation.

2. Application of Terms

2.1.    The Contract shall be on these Conditions to the exclusion of all other terms and conditions including any terms or conditions endorsed on, delivered with, referred to or contained in the Buyer's purchase order, confirmation of order, goods receipt, specification or other document none of which shall form part of the Contract as a result of such document being referred to in the Contract or delivered by the Buyer from time-to-time in any exchange of correspondence.
2.2.    The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Conditions or the Contract but nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

3. Order Process

3.1.    The Buyer may make an order or enquiry in writing (including by letter, fax or e-mail) or verbally.  Verbal orders or enquiries must be confirmed in writing within 48 hours and the Company is obliged to take no action in relation to them until such confirmation is received.
3.2.    In response to an enquiry the Company may issue a quotation which, unless otherwise agreed, will be valid for a period of 30 days from its date provided that the Company has not previously withdrawn it.  Any quotation given by the Company will be an invitation to treat.
3.3.    The Buyer’s firm order, made under Condition 3.1 or made in response to the Company’s quotation in Condition 3.2, constitutes an offer by the Buyer to purchase the Goods specified within it or in the Supplier’s quotation in accordance with these Conditions which the Company is free to accept by issue of a sales order acknowledgement or appropriation of the Goods to the Buyer’s order and either of which will establish a Contract on these Conditions which are hereby expressly incorporated into the Contract.
3.4.    The Company’s quotation, sales order acknowledgement, delivery note or invoice (as appropriate) shall be conclusive evidence of the number, specification and type of Goods ordered by the Buyer.
3.5.    The Buyer shall be solely responsible for ensuring that the terms of its order and any applicable specification are complete and accurate and for its choice of Goods and the use and compatibility in any combination, with other Goods in or with third party goods.
3.6.    Following acceptance of an order in accordance with Condition 3.3, the Buyer may request cancellation in writing from the Company: (a) of an order for regular stock items.  Any cancellation in accordance with this Condition 3.6 (a) shall be subject to a cancellation fee of 20% of the list price; or (b) of an order for specially manufactured or specially ordered (non-stock) items within 5 (five) days of the date of acceptance of the order in accordance with Condition 3.3.  If a request for cancellation of specially manufactured or specially ordered (non-stock) items is received more than 5 (five) days after the date of acceptance of the order in accordance with Condition 3.3 such cancellation shall be subject to a cancellation fee of 100% of the list price. 
3.7.    Cancellation in accordance with Conditions 3.6(a) or 3.6(b) shall not be effective unless agreed in writing by the Company to the Buyer.
3.8.    The parties agree that the cancellation fees set out at 3.6(a) and (b) are a reasonable pre-estimate of the Company’s costs and are not a penalty.

4. Specification

4.1.    All samples, drawings, descriptive matter, specifications and advertising issued by the Company or contained in the Company's catalogues, or brochures or websites are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4.2.    The Company shall be entitled from time-to-time and without notice to the Buyer to change the specification of any of its Goods except to the extent that they form the subject matter of any current orders in place between the Buyer and the Company.  Such right shall extend to the Company being entitled to (a) change the supplier of any Goods or of the components or raw materials comprised in any Goods, (b) to supply goods of equivalent performance to the Goods from alternative suppliers, and (c) to alter the performance specification of the Goods to meet legislative requirements or where such changes do not materially affect the performance or capabilities of the Goods.

5. Buyers Instructions, Free-Issue Components and Bulk Orders

5.1.    Where the Buyer requires the Company to manufacture, source or modify the Goods to its order or specifies the source for components or whole units or provides such components or units as free-issue parts to the Company, the Company shall be entitled to rely on the accuracy of the Buyer’s instructions and gives no warranty or commitment that the Goods manufactured, sourced or modified in accordance with the Buyer’s specifications, or the components or whole units obtained from the Buyer’s specified sources will perform to any particular standard or in any other way.
5.2.    If the Buyer’s order requires the Company to manufacture the Goods to the Buyer’s specification, source them or any components for them from another specified party, to incorporate free-issue units or components supplied by the Buyer or to brand the Goods as the Buyer’s Goods (or as required by the Buyer with another party’s branding or identity): (a) the Buyer acknowledges and agrees that any advice or solutions presented to it by the Company and accepted by the Buyer will absolve the Company from any liability for such advice or solutions; (b) the Buyer warrants that such units and components will be safe for the Company’s personnel to use, comply with any statutory requirements for their use or sale in the appropriate territory and confirms that the Company is not responsible and shall not be liable for any quality, design, materials or workmanship issues associated with such units and components and indemnifies the Company against any costs it incurs arising out of any such issues that do arise; and (c) the Buyer warrants that it has the necessary legal authority to disclose the information referred to in this Condition and for the purposes for which the Company is instructed to use it and the Company will be legally authorised to use such intellectual property, know-how, confidential information and trade marks as necessary to complete the Buyer’s commission in relation to the Goods.
5.3.    If any claim is made against the Company that the manufacture or sale of the Goods or use of the relevant intellectual property or specification provided by the Buyer infringes the rights of any third party, the Buyer shall indemnify the Company against all damages or other compensation awarded against the Company in connection with the claim or paid or agreed to be paid by the Company in settlement of the claim and all legal or other expenses incurred by the Company in or about its defence or settlement.
5.4.    In relation to any Goods manufactured by the Company specifically for the Buyer, sourced from specified suppliers or branded with the Buyers or third party trade marks, corporate identity or other get up, the Buyer acknowledges that the Company will not have a ready market for such Goods and undertakes to purchase from the Company all finished Goods of this nature at the Contract price, together with all unused branding and other specifically sourced material at cost and part-finished Goods at cost price to the Company plus 30%, or at any price agreed between the parties, on termination of the Contract howsoever (whether in whole or in relation to the Goods in question only) or where those Goods or components have become obsolete.  In addition, the Buyer shall pay for any associated storage, transport or other handling costs that the Company has incurred in relation to such Goods or their components.
5.5.    Where the Buyer orders goods for call-off, the Buyer shall call for delivery of or collect the total quantity of any Goods, components or materials held by the Company or placed at the disposal of the Buyer (whether at the Company’s premises or the Buyer’s) for call-off by the Buyer from time-to-time within no longer than six months from the date on which they were first notified to the Buyer by the Company to be available for delivery.  The price of the undelivered balance of the Goods or components will be payable in full at the end of such six month period or, if earlier, on termination of the Contract howsoever whether or not the Goods have been delivered or collected.
5.6.    For any free-issue components that the Buyer obliges the Company to keep, the Buyer agrees that it shall ensure that the Company has sufficient stock to meet the manufacturing obligations it has to the Buyer and that the Company may charge the Buyer a reasonable cost for the storage of such free-issue units or components.
5.7.    Free issue components in the Company’s control shall be returned to the Buyer at the Buyer’s expense as soon as possible following termination of any Contract subject to the Company having been paid in full any relevant storage charges.  If the Buyer gives no direction concerning their return within one month following the termination of the Contract as a whole or in relation to the components in question, the Company may sell or dispose of such components and return the proceeds to the Buyer net of the Company’s expenses of sale and any other outstanding sums due from the Buyer to the Company under any Contract.

6. Delivery

6.1.    Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place when the Company or its nominated carrier tenders delivery of the Goods at the agreed place for delivery set out in the Contract and the Buyer shall provide, at its expense, adequate and appropriate equipment and manual labour for unloading the Goods.
6.2.    Any dates specified by the Company for delivery of the Goods are an estimate only and time for delivery shall not be of the essence or made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
6.3.    Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits (usual or exceptional), loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
6.4.    If for any reason the Buyer fails to accept delivery of any of the Goods when delivery is tendered, or the Company is unable to deliver the Goods on time because the Buyer is not in a position to accept delivery or has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence); (b) the Goods shall be deemed to have been delivered; and (c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, the costs of storage, insurance and re-delivery).
6.5.    The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract and shall be a separate Contract and no cancellation or termination of any one Contract or instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment nor may the Buyer reject or purport to reject an instalment on the premise that it amounts to an incomplete delivery.

7. Non-delivery

7.1.    The quantity of any consignment of Goods as recorded by the Company upon despatch shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence to the contrary.
7.2.    The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
7.3.    Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

8. International Sales of Goods

8.1.    Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 8 shall (subject to any special terms agreed in writing between the Buyer and the Company) apply notwithstanding any other provision of these Conditions.
8.2.    The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into and their subsequent use or sale of them in the country of destination or use and for the payment of any duties on them.
8.3.    The parties commit, in organising international sales of the Goods, to supply the Goods Ex-Works [insert] as defined in 2010 Edition of ICC Incoterms and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979 nor shall the terms of the Vienna Convention or other international rules for the cross border sale or supply of goods apply.
8.4.    The Buyer must inspect the Goods at the delivery point but the Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection unless the Buyer makes a claim within 10 days of the date of delivery.
8.5.    Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of the ICC Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the two, these Conditions, shall prevail.

9. Risk and Title

9.1.    The Goods are at the risk of the Buyer once the Goods have left the Company’s property but ownership of the Goods shall not pass to the Buyer until the Company has received all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account in accordance with Condition 11.
9.2.    The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed to the Buyer and the Buyer shall: (a) hold the Goods on a fiduciary basis as the Company's bailee; (b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all usual risks. On request the Buyer shall produce the policy of insurance to the Company.
9.3.    The Buyer may use or sell the Goods before ownership has passed to it as long as: (a) any use or resale shall be effected in the ordinary course of the Buyer's business at full market value; and (b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
9.4.    The Buyer's right to possession of the Goods shall terminate immediately on the occurrence of an Insolvency Event.
9.5.    The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. 
9.6.    On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this Condition 9 shall remain in effect.

10. Price

10.1.    Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price expressly agreed with the Buyer or set out in the Company’s sale order acknowledgement or quotation, which in accordance with Condition 3.2 will be valid for a period of 30 days from its date provided that the Company has not previously withdrawn it.
10.2.    The price for the Goods shall be exclusive of any value added tax, import duty, sales tax or other duty, levy or tariff and all costs or charges in relation to packaging, loading, unloading, freight, carriage, customs clearance and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

11. Payment

11.1.    Unless otherwise agreed in writing, payment of the price for the Goods and charges and expenses referred to in Condition 10.2 is due in pounds sterling within 30 days from the date of the invoice, but notwithstanding any other condition, all payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. 
11.2.    The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise and time for payment shall be of the essence and no payment shall be deemed to have been received until the Company has received cleared funds.
11.3.    If the Buyer shall fail to make any payment on the due date the Company shall be entitled to suspend deliveries of any other Goods to the Buyer (or as the Buyer has directed) under any other Contract and cease any manufacturing, sourcing or other activity then underway and not be obliged to commence any such activities which form the subject matter of any Contract until payment in full is received by the Company in accordance with this Condition 11.
11.4.    If the Buyer fails to pay any sum due and payable under these Conditions by the due date, interest from time to time shall accrue on the unpaid amount from the due date to the date of actual payment (after as before judgement).  Interest shall be calculated on the basis of a year of 365 days and for the actual number of days elapsed, shall accrue from day to day.  The interest rate shall be 8% above the Bank of England Base Rate from time to time.

12. Quality

12.1.    Where the Company or any member of the Company’s group is not the manufacturer of the Goods, the Company shall be obliged only to endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
12.2.    The Company warrants that new equipment and components originally manufactured by the Company (the “Product”) and sold to the Buyer will be free from defects in material and workmanship under normal use and service as specified by the Company during the Warranty Period (as defined in Condition 12.3). 
12.3.    The warranty period shall be twelve months running from the date of delivery of the Product (the “Warranty Period”).
12.4.    This Warranty (the “Warranty”) is personal to the Buyer and may not be transferred or assigned without the prior written consent of the Company.
12.5.    The obligation of the Company under this Warranty in respect of Products purchased in the United Kingdom (“UK Products”) relates to both parts and associated labour (“Warranty Services”).  
12.6.    The obligation of the Company under this Warranty in respect of the Products purchased outside the UK (“Other Products”) relates to parts only.
12.7.    The Company shall when notified of a defect by the Buyer, at its sole discretion, either repair or replace the relevant faulty parts or Products.  The parts or Products will be provided on an exchange basis and will either be new, equivalent to new or re-conditioned. The Company may, at its discretion, require the Buyer to return to the Company the faulty part or Product prior to replacement parts or Products being provided.  All replaced parts and Products shall become the property of the Company.  For Other Products the Company will send the replacement parts by first class pre-paid post to the address at which delivery was made or the address notified to the Company in accordance with Condition 12.11.
12.8.    In respect of the UK Products: (a) the Company or an authorised service provider (“ASP”) shall, if necessary in the opinion of the Company acting reasonably provide the Warranty Services for the UK Products, on an "on site" basis. Where the Company provides the Warranty Services on site an engineer will visit the location address the Buyer has given to the Company. An order number will normally be required prior to the engineer attending the site. The Buyer remains responsible for all associated costs of attendance in the event that the Product or any repairs required are not covered under this Warranty or no fault is found with the Product; and (b) the Company or an ASP will carry out the Warranty Services only in ordinary working hours. Where the Warranty Services is applicable and requires work outside ordinary working hours, a labour premium to be specified by the Company, will be charged for any services provided on site: (i) on a bank or public holiday; (ii) on a Saturday or Sunday; (iii) before 8am or after 6pm Monday to Friday.
12.9.    The Buyer must keep the UK Products serviced and repaired, by a Company  engineer or a suitably trained and approved service representative in accordance with the appropriate Company  service schedule and intervals. The Buyer must keep the Other Products serviced and repaired by a suitably trained engineer in accordance with the appropriate Company service schedule and intervals. Failure to do so may invalidate this Warranty. See user manual for more details.
12.10.    The Buyer must inform the Company in writing of any change of address or any change of location of the Products under this Warranty. 
12.11.    Unless agreed in writing, this Warranty excludes all cost and damage resulting from: (a) failure to use, store or handle the Product properly; (b) failure to follow instructions in the users manual; (c) wilful neglect or negligence by anyone other than the Company; (d) the use of spare parts or other replaceable items that are neither supplied nor recommended by the Company or an ASP; (e) installation of, damage to, repair, or modification to the Product by a third party other than the Company or an ASP or because of damage that results from changes required by the Buyer or a third party; (f) the connection of other fittings or accessories to the Product or the Buyer’s connection of other equipment or software which have not been approved by the Company; (g) normal wear and tear; (h) missing components or accessories, unless such components or accessories were missing from the date of delivery; (i) incorrect use or handling of the Product; (j) failure to clean or adequately clean the Product or any part thereof; (k) continued operation of the Product while defective or with missing parts; (l) dirt or grease blocking air filters due to incorrect location of the Product; (m) caustic chemical cleaning solutions; (n) supply problems such as power interruptions or surges, incorrectly supplied voltages and frequencies; (o) foreign objects entering the Product; (p) additional lifting equipment or personnel required due to Products being sited in inaccessible locations or positions; (q) external causes outside the Company’s control which shall include accident, fire, disaster or burglary; (r) shock or fall, damp or premature corrosion and incorrectly supplied voltages and frequencies; and (s) a failure to install or permit any mandatory upgrades or comply with any compulsory product recalls.
12.12.    This Warranty does not cover consumable items or accessories including but not limited to air filters, bulbs, door seals, trays, racks or handles.  
12.13.    The Buyer shall endeavour to take all reasonable precautions to safeguard its assets and property (including all software and data) and to provide the Company or the ASP reasonable access to the Products so that the proper provision of the Warranty Services, if applicable, by the Company or an ASP under this Warranty, will not directly or indirectly damage the Buyer’s property or otherwise cause the Buyer direct or indirect damage or loss and the Company  will not be responsible for (a) checking as to the likelihood of such damage or loss occurring prior to providing or during provision of the Warranty Services under this Warranty; and (b) any such damage or loss that may occur.
12.14.    No warranty is given by the Company in respect of all ancillary components and equipment forming part of or supplied in addition to the Products which are not manufactured by the Company and the Buyer must rely on the warranty given by the manufacturer of such ancillary components and equipment.
12.15.    As far as the law allows, we will not be responsible for the following: (a) loss of income, profits (actual or anticipated), contracts or for any other business related loss; (b) indirect or consequential loss or damage howsoever caused; and (c) compensation for loss of product.
12.16.    A claim under this Warranty must be made by the Buyer to the Company within 14 days of the defect coming to the knowledge of the Buyer. The Company shall not be obliged to honour any Warranty claims which are not accompanied by the original proof of purchase. 
12.17.    The Company may disclose the Buyer’s details and other personal information to other companies within its group including any subsidiary company, ASP or subcontractor of the Company  for the purposes of performing the obligations under this Warranty.

13. Limitation of Liability 

13.1.    Subject to Conditions 5, 6, 7 and 12, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (a) any breach of these Conditions; (b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2.    All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
13.3.    Nothing in these Conditions excludes or limits the liability of the Company: (a) for death or personal injury caused by the Company's negligence; or (b) under section 2(3), Consumer Protection Act 1987; or (c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or (d) for fraud or fraudulent misrepresentation.
13.4.    Subject to Condition 14.2 and Condition 14.3: (a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price for the Goods in question; and (b) the Company shall not be liable to the Buyer for loss of profit (usual or exceptional), loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

14. Warranties

Each of the Company and the Buyer represents, warrants and undertakes to the other that it has full power and authority to enter into and perform its obligations under the Contract.

15. Termination

15.1     The Company may, by giving notice to the Buyer, terminate the Contract as from the date of expiry of the notice if the Buyer commits a breach of this Agreement which, in the case of a breach capable of remedy, is not remedied within thirty (30) days after the Company has given notice containing details of the breach, and requiring the breach to be remedied.
15.2     The Company may, with immediate effect, at any time by notice to the Buyer, terminate the Contract if an Insolvency Event occurs. 
15.3     Termination of the Contract does not affect (a) the rights or liabilities of the parties which have accrued on or before termination; and (b) the continuance in force of Conditions 12 and 17, which survive termination of this Agreement.

16. Force Majeure

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

17. Confidentiality

17.1.    Each party undertakes that it shall not at any time disclose to any person the other party’s Confidential Information except that each party may disclose the other party's Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under these Conditions (and who are legally obliged to comply with provisions identical to this condition or as may be required by law, court order or any governmental or regulatory authority and neither party shall use any other party's Confidential Information for any purpose other than to perform its obligations under the Contract.
17.2.    In these Conditions, the term “Confidential Information” means all information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers to the other party or learned by it howsoever concerning the existence and terms of the Contract and these Conditions, any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, of the disclosing party or its group of companies and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (and its group), whether or not the same is marked as confidential or proprietary.

18. Contractual Notices

18.1.    Although the parties may engage in correspondence of a general nature by fax or e-mail, all confidential notices between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post to the other party’s registered office or such other address as shall be notified marked for the attention of the Financial Director.
18.2.    Contractual notices shall be deemed to have been received: (a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or (b) if delivered by hand, on the day of delivery.

19. General

19.1.    Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
19.2.    If any provision of the Contract is found to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
19.3.    The Company may assign the Contract or any part of it to any person, firm or company but the Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
19.4.    Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
19.5.    The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
19.6.    Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing by the Company.
19.7.    These Conditions constitute the entire agreement between the parties relating to its subject matter, and supersedes all representations including all pre-contract misrepresentations and misstatements negligently or innocently made, agreements, negotiations or understandings between the parties, except that this Condition 20.7 does not affect the liability of either party for any fraudulent misrepresentation.

20. WEEE Regulations

20.1.    In respect of any Goods sold pursuant to a Contract which are subject to the Waste Electrical and Electronic Equipment Regulations 2006, the Company shall be responsible for the cost of treatment, recovery and environmentally sound disposal of such Goods at the point at which the Buyer discards them, provided always that the Buyer has delivered such Goods, at its own cost, to such designated disposal locations as the Seller shall notify the Buyer from time to time.
20.2.    To the extent that the Buyer fails to deliver such Goods as stipulated by Condition 12.1, it shall indemnify the Company against all costs, fines, expenses or other damages suffered by the Company in relation to the treatment and proper disposal of the relevant Goods.
21.    Law and Jurisdiction
The formation, existence, construction, performance, validity and all aspects of the Contract and any disputes or claims that arise out of or in connection with it shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
CONTENTEND

Convotherm Software Updates

We are pleased to provide you the latest software updates of the Convotherm range.

Please just agree our terms and conditions of licence and use for using the software.

I noticed the terms and conditions of licence and agree


Please note:

The particular software update for Convotherm 4 gas units has to be done by an authorised service partner (there are adjustment steps necessary).

Please ensure that only software which is suitable for the unit series is installed on your Convotherm unit. This software cannot be used for other unit types from the range. If this is disregarded, no liability will be assumed for malfunctions.

Convotherm Service manuals

This section is available for authorized service partner only.

Some files are protected with a password. If you need the password please get in contact with our After Sales Service: con.kundendienst@manitowoc.com

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ACKNOWLEDGED