For our customers

Terms and conditions of business, delivery and payment

January 2016

I. General

  1. All purchase contracts entered into with UNIFERM GmbH & Co. KG (hereinafter in brief UNIFERM) for yeast, baking agents, fermentation and other products are based exclusively on these conditions of sale and delivery. Individual agreements entered into by way of a contract that may apply shall only have preference over these conditions if they have been entered into in writing.
  2. Terms and conditions of business of the customer that differ from or are contrary to our conditions shall only place UNIFERM under obligation if they have been expressly acknowledged in writing as having binding force. These conditions shall also apply if the delivery is performed unconditionally in knowledge of the customer’s contrary or differing conditions.
  3. These terms and conditions of business, delivery and payment only apply to companies within the meaning of Section 310(1) BGB (German Civil Code).
  4. The legal invalidity of a part of these conditions shall not affect the validity of the other provisions.

II. Offers and entering into contracts

  1. All offers are subject to change without notice at all times. Verbal agreements and any agreements with representatives and business travellers shall only be valid if confirmed in writing by UNIFERM.

III. Prices and delivery

  1. All prices are to be understood plus the statutory value added tax.
  2. The filling weight stated on the packaging at the time the goods are put into circulation is authoritative with regard to determining the delivery weight.
  3. Unless otherwise agreed, deliveries are free of charge. This is conditional on the fact that UNIFERM is only required to deliver to a warehouse or production facility of the customer. If the preconditions for a delivery ex ramp are not met, a route surcharge and/or cartage and delivery charge shall apply. If deliveries are performed by way of so-called transfer orders for the buyer's customer, a route surcharge shall apply.
  4. Delivery times and other delivery agreements shall only have binding force if agreed in writing; UNIFERM is entitled to provide partial deliveries.

IV. Passing of risk and guarantee

  1. Risk shall pass to the customer upon the surrender of the goods for the customer’s power of disposal.
  2. If the delivery is performed at the customer's request by a forwarding agent or carrier, risk shall pass to the customer upon the hand-over of goods to the seat the latest, however, when the goods leave the factory or branch.
  3. In the case of transfer orders, all deliveries are performed on the account and at the risk of the customer.
  4. Notification of defects is to be provided in writing without delay, at the latest within 5 workdays following receipt of the delivery. The guarantee for justified defects is limited, by way of exclusion of all further-reaching claims, to free subsequent delivery of faulty goods upon the return of the corresponding quantity of the goods for which a complaint is made. The terms and conditions of business, delivery and payment apply accordingly to subsequent deliveries. Any kind of claims for damages, including regarding damage that does not apply to the goods or regarding violation of other contractual obligations, and accessory obligations, are expressly excluded provided such action is legally permissible.

V. Due date an payment

  1. Unless a payment period to the contrary is agreed, UNIFERM invoices fall due for payment within 14 calendar days.
  2. Payment is to be made via bank transfer to one of the UNIFERM accounts without any deduction. Cheques and other payment agreements shall only apply as payment once they have been credited within the meaning of these conditions. The cost of returned direct debit transactions and cheques not honoured etc. shall be borne by the customer.

VI. Default in payment and setting off

  1. If the payment period is exceeded, UNIFERM shall be entitled to charge default interest of 8 percent above the respective base lending rate (§ 247 BGB) from the due date.
  2. Setting off or the exercising of a right of retention based on the customer’s counter-claims are excluded provided such claims are not granted in writing or have not become res judicata.
  3. In the event of serious deterioration in the financial circumstances or default in payment on the part of the customer, all outstanding receivables of UNIFERM shall immediately fall due for payment without consideration given to potential payment agreements or the term of accepted cheques. UNIFERM is entitled to withdraw from ongoing delivery contracts and request advance payments for additional deliveries or partial deliveries.

VII. Reservation of title

  1. Up until payment of all claims resulting from the business association, UNIFERM reserves the right to retain ownership of the supplied goods, which may only be sold in the ordinary course of business.
  2. By processing the supplied goods the buyer shall not acquire ownership of wholly or partially manufactured items. In the event that the reservation of title nevertheless expires due to any circumstances, UNIFERM and the buyer agree at this point in time that ownership of the items shall pass to UNIFERM upon processing.
  3. In the case of processing the supplied goods with goods still owned by third-parties, UNIFERM shall acquire co-ownership of the new items. The scope of such co-ownership is based on the proportion of the invoice value of the goods supplied by UNIFERM to the invoice value of the other goods.
  4. The buyer hereby assigns to UNIFERM the claim from the sale of the reserved goods insofar as the goods have been processed. If the processed item only contains items that either belonged to the buyer or had only been supplied under the so-called basic reservation of title in addition to the seller’s reserved goods, the buyer assigns to UNIFERM the entire purchase price claim. In other cases, i.e. in the event of the confluence of advance assignments to several suppliers, UNIFERM shall be entitled to a fraction of the claim in accordance with the proportion of the invoice value of its reserved goods to the invoice value of the other processed items.
  5. Over-securing clause: insofar as the total receivables of UNIFERM as a result of such assignments are unequivocally secured at more than 120 %, the surplus accounts receivable shall, at the buyer’s request, be released at the discretion of UNIFERM.

VIII. Force majeure

Cases of force majeure release UNIFERM from the delivery for the duration of the scarcity or disruption. Factory closures, operational cut backs due to a scarcity of operating resources or supplies, machine breakdowns, strikes, official orders and similar cases that result in a loss of or reduction in production are also deemed force majeure.

IX. Social responsibility

UNIFERM expects from its business partners compliance with the internationally recognized and applicable Laws relating to human rights. This includes those Laws related to the protection of employees, which require that there is no form of forced labor or corporal punishment and no child labor within the meaning of the applicable national Laws, that employees shall not be illegally discriminated against and that Laws on the working hours, wages and other workplace Laws shall be complied with.

X. Anti-corruption

Business partners will not directly or indirectly, in private business or public sector dealings, offer, give or agree to offer or give any payment, gift or other advantage with respect to any matters which are the subject of these Terms which would violate any anti-corruption laws or regulations; is intended to, or does, influence or reward any person for acting in breach of an expectation of good faith, impartiality or trust; or which a reasonable person would otherwise consider to be unethical, illegal or improper.

XI. Data protection

  1. UNIFERM stores contract data provided this is required for routine execution of awarded contracts.
  2. The decision by UNIFERM about justifying, executing or ending contractual relationships may, in individual cases, be conditional on credit references. This also impacts probability values the calculation of which includes address data.
  3. This does not affect the provisions of the German Federal Data Protection Act.

XII. Place of performance and jurisdiction

The court with jurisdiction for Werne is deemed the place of performance and jurisdiction for all disputes. However, UNIFERM is also entitled to bring an action against the customer at the court with jurisdiction for the customer’s place of residence. The law of the Federal Republic of Germany applies. The validity of the UN Convention on Contracts for the International Sales of Goods is excluded.

XIII. Safeguarding clause

Contracts entered into with UNIFERM shall continue to have binding force if individual points in their other parts are legally invalid. Invalid provisions are to be reworded in accordance with the parties’ assumed will with consideration given to legal requirements.

For our suppliers

General Purchase Terms of UNIFERM GmbH & Co. KG

September 2016

I. General terms

  1. The following purchase terms will apply to goods and services provided by the Supplier to UNIFERM GmbH & Co. KG (hereinafter referred to as “UNIFERM”). This will also apply to future business relations even where the purchase terms are not expressly agreed on. Purchase terms by the Supplier contrary to or deviating from our delivery and payment terms will not be recognized unless UNIFERM explicitly approved their validity in writing. The present purchase terms will apply even where goods and services are accepted without reservations despite knowledge of terms contrary to or deviating from the purchase terms.
  2. Amendments of, addenda to the contract and verbal ancillary agreements will only apply if confirmed in writing by UNIFERM.
  3. Where other written agreements were concluded between the Supplier and UNIFERM they will take precedence. Where necessary they will be supplemented by the present purchase terms.
  4. The present purchase terms will only be valid in relation to companies in accordance with § 310 Sect. 4 BGB (Civil Code).

II. Order

  1. Only a written order or orders confirmed in writing will be valid. The deadline by which the Supplier can declare acceptance of the delivery is five work days. Thereafter, UNIFERM will no longer be bound to the order.
  2. The assignment of subcontracts and hiring of subcontractor will require the prior written consent of UNIFERM.
  3. Changes of the delivery item may be requested even after conclusion of the contract if reasonable for the Supplier. Extra costs or reduced costs and any impact on the delivery date are to be adequately taken into account.

III. Prices/Payment

  1. The price quoted on the order will be binding. If there is no deviating written agreement, the price includes “door delivery” including packaging, any charges (but excluding VAT) as well as customs formalities and duties.
  2. Invoices are to quote the UNIFERM – order number and order date and are to be sent to the following address in all cases, even in the case of a different delivery address:
    UNIFERM GmbH & Co. KG
    Brede 4
    59268 Werne
  3. Unless otherwise agreed in writing payment is within 30 days with 3 % discount or within 90 days (net..?)- calculated as from delivery of the good/service free of defects and receipt of the invoice. UNIFERM has rights of set off and retention as regulated by law.

IV. Packaging

The goods are to be packaged in a way that is safe for transport. Packaging is to be taken back on a freight-paid Basis.

V. Delivery Dates

  1. The delivery dates quoted on the order will be binding.
  2. The Supplier is obligated to inform UNIFERM in writing immediately where circumstances arise or become recognizable on the basis of which it can be concluded that the agreed delivery dates cannot be complied with. In urgent cases verbal notification in advance is necessary.
  3. Non-compliance with agreed binding delivery dates will entitle UNIFERM to rescind the contract without giving notice of default or stipulating a period of grace and to demand compensation for non-performance. Beyond this, and in all other cases UNIFERM will be entitled to the statutory Claims.

VI. Place of Performance/Assumption of Risk/Documents

  1. Delivery is to be free of charge to the address quoted on the order. Where there is no deviating written agreement, the risk will pass to this address upon the proper handover of the item.
  2. An order number quoted on the order is to be specified in all correspondence and on all shipping papers, delivery notes and invoices.

VII. Material Defects

  1. UNIFERM will inspect the goods received for visible quality and quantity defects within an adequate period of time. A report of defects or a missing quantity will be regarded as having been filed in due time if received within five work days after delivery-in the case of hidden defects, after detection- by the Supplier.
  2. UNIFERM is entitled to the full statutory defect claims; in every case UNIFERM will have the right to choose between rectification of the defect or delivery of a new item. The right to damage compensation, in particular to damage compensation in lieu of payment is expressly reserved.
  3. UNIFERM has the right to rectify the defect personally or have it rectified by third parties at the Supplier’s expense in every case where there is imminent danger or particular urgency.
  4. The Supplier guarantees that all goods and services are state-of-the-art and comply with the international and national legal regulations and the provisions and guidelines of the authorities, professional associations, and trade associations.
  5. Where primary materials are supplied for food production, compliance with all applicable food law provisions and the agreed specifications is guaranteed. The Supplier will moreover be obligated to immediately take back the entire consignment at his own expense upon request by UNIFERM where there is a complaint against part of the delivery and to assume the costs thereby incurred to UNIFERM.
  6. The statute of limitations for material defect claims is 36 months starting from the date of passing of risk unless the law prescribes a longer Deadline.

VIII. Legal Defects

  1. The Supplier guarantees that no third party rights are infringed in connection with his delivery.
  2. Where claims are made by a third party against UNIFERM due to a breach of protected rights in connection with the delivery, the Supplier will be obligated to indemnify UNIFERM against these claims upon the first written request.
  3. The Supplier’s duty of indemnification refers to all expenditure incurred to UNIFERM from or in connection with the litigation by the third party.
  4. The statute of limitations is ten years as from litigation by the third party, but ten years after conclusion of the contract.

IX. Product Liability

  1. The Supplier is obligated to compensate all damage incurred to UNIFERM due to a defect of a product supplied by him and to indemnify UNIFERM upon first request against all third party damage compensation claims. “Damage” as referred to above is defined as all costs incurred to UNIFERM due to a case of third party liability (e.g. damage compensation payments to third parties, costs of legal defense, installation and removal costs, product recall costs, own administration costs for loss adjustment). Other statutory claims will remain unaffected.
  2. Upon request, the Supplier must prove that he has adequate insurance coverage. An insurance total of 10 million Euros per personal injury/material damage (lump-sum) for the area of product third party liability insurance will be regarded as sufficient. The existence and extent of insurance policies will not exclude damage compensation claims going beyond this.

X. Retention of Title

To the extent that UNIFERM provides the Supplier with parts or materials he will retain ownership thereof. Processing or conversion by the Supplier will take place for UNIFERM: Where goods subject to the retention of title are processed with other items not owned by UNIFERM, UNIFERM will acquire co-ownership in the new item on the basis of the ratio of the value of the item provided to the other processed items at the time of processing.

XI. Production Documents

  1. Models, samples, drawings, calculations or other documents which UNIFERM provided to the Supplier for performance of the order represent UNIFERM - know-how and will remain the property of UNIFERM. They are to be used exclusively for performance of the order and may not be provided to third parties for inspection or otherwise for disposal without express written consent.
  2. UNIFERM reserves the property and copyrights to illustrations, drawings, calculations and other documents; these documents may not be made accessible to third parties without express written consent. They are to be used exclusively for production on the basis of the order. After completion of the order they and any copies thereof are to be returned to UNIFERM unsolicitedly. A right of retention is expressly excluded. To the extent that UNIFERM documents were stored electronically these data are to be deleted definitely after completion.

XII. Confidentiality

The Supplier is obligated to maintain confidentiality regarding UNIFERM know-how and all other business and technical details as well as other operational processes disclosed to him through the business relationship with UNIFERM as a business secret for as long as these details or operational processes are not publicly disclosed independent of UNIFERM’s conduct. Subcontractors are to be subjected accordingly to the duty of confidentiality. The duty of confidentiality will apply even after termination of the contract.

XIII. Social responsibility

UNIFERM expects from its business partners compliance with the internationally recognized and applicable Laws relating to human rights. This includes those Laws related to the protection of employees, which require that there is no form of forced labor or corporal punishment and no child labor within the meaning of the applicable national Laws, that employees shall not be illegally discriminated against and that Laws on the working hours, wages and other workplace Laws shall be complied with.

XIV. Anti-corruption

Business partners will not directly or indirectly, in private business or public sector dealings, offer, give or agree to offer or give any payment, gift or other advantage with respect to any matters which are the subject of these Terms which would violate any anti-corruption laws or regulations; is intended to, or does, influence or reward any person for acting in breach of an expectation of good faith, impartiality or trust; or which a reasonable person would otherwise consider to be unethical, illegal or improper.

XV. Data Protection

  1. UNIFERM will store contractual data where they are necessary for the proper performance of orders placed.
  2. The decision by UNIFERM regarding the conclusion, performance and termination of contracts may depend on office information in the individual case. The latter is based on probability values, the calculation of which incorporates address data inter alia.
  3. The provisions of the Federal Data Protection Act will remain unaffected.

XVI. Miscellaneous Terms

  1. The place of jurisdiction for all disputes arising from or in connection with the contract is the court having jurisdiction for Werne, to the extent permitted by law. However, UNIFERM also has the right to sue the Supplier at his headquarters or subsidiary site.
  2. German law will apply exclusively to the contract with the exception of the UN Sales Convention (CISG).
  3. Should a term of the present business terms or a term of any other contractual agreement be or become invalid this will not affect the overall validity of these terms/agreements. In this case the contractual parties will be obligated to replace the invalid term with a term which comes as close as possible to the original economic purpose.

Contact

You’d like to receive additional information about UNIFERM?
For any questions do not hesitate to contact us.

UNIFERM GmbH & Co. KG
post box 1661
59359 Werne

Telephone: 02389 7978-0 E-Mail: info@uniferm.de
This website uses cookies to increase the user friendliness. Read more …