General Terms and Conditions
I. GENERAL
1. All deliveries and services are subject to these terms and conditions, in addition to any other contractual agreements. Even after order acceptance, the Customer’s deviating terms and conditions of purchase shall not be incorporated into the contract.
A contract shall become effective upon the Supplier’s written order confirmation, unless otherwise agreed.
2. Samples, quotations, drawings, and similar information of a physical and non-physical nature shall remain the property of the Supplier and shall not be made available to third parties. Regarding information and documents designated as confidential by the Customer, the Supplier shall only make them available to third parties with the Customer’s permission.
II. PRICE AND PAYMENT
1. Prices are ex-factory, including loading at the factory, but excluding packaging and offloading, unless otherwise agreed. The prices are subject to the applicable statutory quantity of value-added tax.
2. Unless otherwise agreed, payment must be made without discount to the Supplier’s bank account as follows:
One-third deposit upon order confirmation, one-third upon notification to the Customer that the principal components are available for shipment, and the balance within one month of the transfer of risk.
3. The Customer’s right to withhold payments or offset with counterclaims is limited to the extent that its counterclaims are undisputed or legally established.
III. DELIVERY TIME, DELIVERY DELAY
1. The delivery schedule shall conform to the agreements reached between the contracting parties. The Supplier’s compliance with the delivery date is contingent upon the resolution of all business and technical questions between the contracting parties and the Customer’s fulfillment of all of its obligations, such as the provision of official certifications or permits, or the payment of a deposit. If this is not the case, the delivery time shall be extended reasonably. This shall not apply if the delay is attributable to the Supplier.
2. The observance of the delivery deadline is contingent upon correct and timely delivery to the Supplier. The Supplier shall provide prompt notification of any anticipated delays.
3. The delivery time shall be deemed to have been met if the object of delivery has left the Supplier’s factory or notification of delivery readiness has been given prior to its expiration. In the event that acceptance is required, the acceptance time or, alternatively, the notification of acceptance readiness shall govern, unless there is a justifiable refusal to accept.
4. Should the dispatch or acceptance of the delivery object be delayed for reasons attributable to the Supplier, the costs incurred due to the delay shall commence to be charged to the Supplier one month after notification of dispatch or acceptance readiness.
5. Should non-compliance with the delivery date be caused by force majeure, industrial disputes, or other circumstances beyond the Supplier’s control, the delivery time shall be extended reasonably. The Supplier shall promptly notify the Customer of the onset and cessation of such circumstances.
6. If the Supplier is ultimately unable to provide the full services prior to the transfer of risk, the Customer shall have the right to terminate the agreement without notice. In addition, the Customer may rescind the contract if the performance of a portion of a delivery with respect to an order becomes untenable and the Customer has a legitimate interest in refusing the partial delivery. If this is not the case, the Customer is obligated to pay the contract price applicable to the partial delivery. The same shall apply in the event of the Supplier’s inability. Aside from that, Section VII shall apply. 2.
If the impossibility or inability arises during the acceptance delay or if the Customer is solely or primarily culpable for these circumstances, the Customer remains obligated to make payment.
7. If the Supplier’s delay causes the Customer to incur a loss, the Customer has the right to demand a lump-sum charge as delay compensation. For each full week of delay, the penalty shall be 0.5%, up to a maximum of 5%, of the value of the respective component of the overall delivery that cannot be used on time or in accordance with the contract due to the delay.
Should the Customer set the Supplier a reasonable deadline for delivery following the due date, taking into account the statutory exceptions, and if the deadline is not met, the Customer shall be entitled to rescind the contract in accordance with the applicable laws. On the Supplier’s request, the Customer must inform the Supplier within a reasonable period of time as to whether it intends to exercise its right of rescission.
Additional claims resulting from a delivery delay shall be governed solely by Section VII 3 of these terms and conditions.
IV. RISK TRANSFER, ACCEPTANCE
1. Once the object of delivery has left the factory, the risk is transmitted to the Customer, even if partial deliveries are made or if the Supplier has agreed to provide additional services, such as shipment costs or delivery and installation. To the extent that an assent is to occur, this shall determine the risk transfer. This must be performed promptly upon acceptance, or following notification to the Supplier that the product is ready for acceptance. The Customer shall not have the right to refuse acceptance on the basis of insignificant flaws.
2. Should the shipment or acceptance be delayed or not occur due to circumstances beyond the control of the Supplier, the risk shall pass to the Customer on the date of notification of readiness for shipment or acceptance. The Supplier is required to purchase the insurance policies requested by the Customer at the Customer’s expense.
3. Partial shipments are permitted, provided they are reasonable for the customer.
V. RESERVATION OF OWNERSHIP
1. The Supplier retains proprietorship of the delivered item until receipt of all payments from the delivery amount, including those for any applicable additional services rendered. In the event of a payment default, the Supplier shall be permitted to reclaim possession of the delivered item following the issuance of a warning, and the Customer shall be required to return the item. This shall also apply in the event of any other breach of contract by the Customer.
2. The Supplier may only demand the return of the object of delivery due to retention of title if it has terminated the agreement. In the event of seizures or other attacks by third parties, the Customer must promptly notify the Supplier.
3. A petition to initiate insolvency proceedings against the Customer’s assets entitles the Supplier to immediately rescind the contract and demand the immediate return of the delivered item.
4. The Customer shall be permitted to resell the delivered item in the ordinary course of business. Nevertheless, the Customer shall assign to the Supplier all claims accrued against the consumer or third parties as a result of the resale. Following assignment, the Customer shall also be permitted to collect the assigneded claim. This does not affect the Supplier’s ability to collect the claim on his or her own.
5. The authority to collect claims will expire as follows:
– in the event that the Customer defaults on its payment obligations to the Supplier
– if it is suspended or
– if a petition for the initiation of insolvency proceedings is filed.
6. In such a circumstance, the Supplier shall have the right to request that the Customer:
– notifies it of assigned claims and its creditors
– provides all collection-related information
– delivers the related documents and
– notifies the debtors of the assignment, unless the Supplier has already notified them.
7. Should the object of delivery be resold with other non-Supplier-owned goods, the Customer’s claim against the consumer shall be deemed assigned to the amount of the agreed-upon delivery price between the Supplier and Customer.
VI. DEFECT CLAIMS
Excluding all other claims, the Supplier is liable for material defects and title defects as follows, subject to Section VII:
Material defects
1. All parts that prove to be defective due to events occurring prior to the transfer of risk shall be repaired or replaced free of charge, at the Supplier’s discretion. Such defects must be disclosed in writing to the Supplier immediately upon discovery. Replaced components become the Supplier’s property.
2. The Customer shall, upon agreement with the Supplier, grant the Supplier the necessary time and opportunity to make all corrections and replacement deliveries that the Supplier deems necessary; otherwise, the Supplier shall not be liable for the resulting consequences. The Customer shall only have the right to correct the defect himself or have it corrected by a third party and request reimbursement from the Supplier in cases of imminent danger to operational safety or to prevent disproportionately severe damages.
3. The Supplier is responsible for the direct costs associated with the correction and replacement delivery, as well as the replacement part costs, including shipping. The Supplier shall also bear the costs of removal and installation, as well as the costs associated with the necessary provision of technicians and auxiliary personnel, including travel expenses, so long as this does not place an undue burden on the Supplier.
4. The Customer shall have the right to rescind the contract in accordance with the statutory provisions if the Supplier fails to provide correction or replacement delivery within a reasonable grace period granted by the Customer, subject to the statutory exceptions. If only a minor defect is present, the Customer is entitled only to a price reduction. Otherwise, the right to reduce the contract price shall be excluded.
Section VII shall be applied exclusively to all subsequent claims. Clause number two of these terms and conditions.
5. In the following circumstances, no liability is assumed:
Unsuitable or improper use, defective assembly/operation by the Customer or third parties, normal wear and tear, defective or negligent treatment, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical, or electrical influences, unless the Supplier is at fault.
6. If the Customer or a third party makes erroneous corrections, the Supplier is not responsible for the resulting consequences. The same applies to modifications made to the delivery object without the Supplier’s prior consent.
Flaws in the title
7. Should the use of the contractual products result in an infringement of commercial property rights or copyright in Turkey, the Supplier shall, as a general rule, and at its own expense, facilitate the Customer’s right of further use or modify the contractual products in a reasonable manner for the Customer so that the infringement no longer exists.
In the event that this is not practicable on reasonable economic terms or within a reasonable time frame, the Customer has the right to cancel the contract. The Supplier shall also be permitted to terminate the agreement under the specified conditions.
Moreover, the Supplier shall release the Customer from all undisputed or legally recognized claims of the respective property right holders.
8. Subject to Section VII 2, the obligations of the Supplier identified in Section VII 7 are conclusive in the event of infringement of property rights or copyright.
These shall exist only if:
The Customer notifies the Supplier immediately of any asserted infringements of property rights or copyright.
The Customer provides reasonable assistance to the Supplier in the defence of asserted claims and facilitates the implementation of the
modification measures based on Section VI 7 for the Supplier,
The Supplier retains the right to take all available defensive measures, including administrative regulations.
The defect in title does not relate to a Customer instruction and
The transgression of rights was not caused by the Customer making unauthorized modifications to the object of delivery.
VII. LIABILITY OF THE SUPPLIER, EXCLUSION OF LIABILITY
1. The regulations of Sections VI and VII shall apply if the Customer is unable to use the delivered item in accordance with the terms of the contract due to a fault on the part of the Supplier in connection with neglected or defective implementation of proposals and advice which arose prior to or subsequent to the conclusion of the contract, or due to breach of other contractual ancillary obligations, in particular regarding instructions for the use and maintenance of the delivered item. 2
2. The Supplier’s liability for damage not caused to the delivery object itself is limited to the following instances, regardless of legal theory:
a) In the event of intent,
b) In the event of gross negligence by the proprietor, organs, or management employees
c) In the event of a negligent injury to life, body, or health,
d) In the event that it has fraudulently concealed defects.
e) In the context of a guarantee obligation,
f) In the event of defects in the object of delivery, to the extent that liability is incurred under the Turkish Product Liability Act for bodily injury or property damage in relation to privately used objects.
In the event of a culpable breach of significant contractual obligations, the Supplier shall also be liable for the gross negligence of non-management personnel and for simple negligence, with liability in the latter instance being limited to the contractually typical and reasonable loss.
Additional claims are precluded.
VIII. STATUTE OF LIMITATION
Regardless of the legal basis, the Customer’s claims expire 12 months after their accrual. The statutory deadlines shall apply to claims for damages pursuant to Section VII 2 a-d and f. These provisions shall also apply to construction defects and delivery objects that were used for construction in accordance with their customary manner of use and caused the defect.
IX. APPLICABLE LAW, PLACE OF JURISDICTION
1. All legal relations between the Supplier and the Customer shall be governed exclusively by the law of the Republic of Türkiye.
2. The place of jurisdiction shall be the competent court of the place of business of the Supplier. However, the Supplier shall be entitled to bring lawsuits at the main place of business of the Customer.