1. General provisions
Any transactions and agreements shall not be binding on us before written confirmation on our part. Any purchase conditions of the buyer or any agent or subcontractor ordering goods on its behalf shall only be binding on us if expressly recognized by ourselves. Failure to object under no circumstances constitutes consent on our part. Any offers made by us are non-binding; offers are subject to prior sale of stocked goods.
Unless otherwise stated, prices are ex works (Incoterms 2010), excluding packaging and cost of provision of railway wagons, plus VAT. Where additional or increased taxes become due between contract conclusion and delivery owing to changes in legislation – in particular, customs duties, import levies and currency equalization levies – we shall be entitled to increase the agreed price accordingly.
In the absence of any agreement to the contrary we are entitled to charge for the services to be rendered by us in accordance with actual performance and the expenses incurred by us as a result.
3. Delivery times
The specified delivery and fulfillment times are non-binding, i.e. without any legal effect. Any claims for damages with reference to delivery and performance dates are hence excluded. The buyer/agent or subcontractor is not entitled to reject partial deliveries.
4. Fulfillment and shipping
Loading and dispatch are always at the risk of the buyer/agent or subcontractor, even if deliveries are made carriage paid. The method of dispatch and means of transportation and protection, which are charged separately in the same way as covered wagons, are at our discretion and all liability is excluded. However, wherever possible we shall take the wishes of the buyer/agent or subcontractor into consideration. Goods which are ready for dispatch must be called off immediately; otherwise they will be stored at the expense and risk of the buyer/agent or subcontractor.
Unless otherwise agreed, the relevant standards and applicable deviations shall determine the order specifications in terms of quality, dimensions and weight; in the absence of existing standards, normal commercial practice shall apply. In the case of deliveries, the calculations shall be based on total weight or dimensions, irrespective of the means of transport.
6. Blanket contracts and contract overruns
In the case of continuous transactions of longer duration, call-off orders shall be placed and the relevant specifications furnished to us for approximately equal monthly quantities. If the goods are not ordered or the specifications made on time, after unsuccessful granting of a grace period we shall be entitled to make our own specifications and to deliver the goods, or to withdraw from the remainder of the transaction, or to claim damages for non-performance. If the contractual quantity is exceeded through call-off orders placed by the buyer/agent or subcontractor, we shall be entitled, but not obliged, to deliver the excess amount at the prices applicable on the day the order is placed.
If our contractual partner defaults in accepting the goods, we shall be entitled to store the goods at our premises against payment of a storage fee while insisting on fulfillment of the contract or, after granting a reasonable grace period, to withdraw from the contract and dispose of the goods otherwise.
7. Acceptance inspections
The buyer is obliged to inspect the goods at our premises upon notification of readiness for acceptance. If the buyer expressly fails to inspect the goods, or does so tacitly by failing to include a provision regarding acceptance inspection in the order, the goods shall be deemed to be duly delivered and accepted upon leaving the works. In the case of materials without quality specifications, the buyer is entitled to confine acceptance inspection of the goods at our premises to determining their external condition and measuring the goods in the stack, i.e. without removing the goods from the stack. Goods that have been accepted or are deemed to be accepted shall be considered to be duly delivered and handed over. Any objections made subsequently cannot be taken into consideration.
8. Notification of defects and liability
In case the defect of the good(s) can be clearly noticed on the delivery, , the buyer shall notify the seller in writing within 2 days. If the defect can not be noticed, the buyer is entitled to inspect the good(s) and notify the seller within 8 days after the delivery. In other cases, art.223 of Turkish Obligation Code shall be applied. The buyer/agent or subcontractor must in all cases prove that the defect was already present at the time of hand-over of the goods. In the event of a defect, we shall have the right of the followings: to terminate the contract or make a reasonable discount or to repair the good or change it with a new one free ofdefects.. In the case of return deliveries, the freight bill, shipping papers and forwarder’s invoice must include our order number. Any further claims for damages arising on any ground whatsoever, in particular compensation claims for direct or indirect damages such as lost profits, are expressly excluded. This does not apply to extreme gross negligence, willful intent or personal injury.
9. Terms of payment
Invoices issued by us, including those relating to partial deliveries, must be paid in cash and without deductions no later than on the due date or, if a due date has not been agreed, within 30 days of receipt of the invoice. Any bank charges must be borne by the buyer/agent or subcontractor. In the event of payment default, commercial advance interest in Turkeyrate must be paid to us. Non-compliance with the payment terms, or circumstances which bring about deterioration in the creditworthiness of the buyer/agent or subcontractor, shall result in all our claims’ becoming due. In addition, without prejudice to any other rights we may have, in such cases we shall be entitled to make outstanding deliveries only against pre-payment, or withdraw from the contract or claim damages on grounds of nonperformance. The retention of payments on grounds of alleged counter-claims on the part of the buyer/agent or subcontractor which have not been recognized by us, or offsetting of such counter-claims against payments is prohibited.
10. Retention of title
We retain the ownership rights to all delivered goods until the buyer/agent or subcontractor has settled all its financial obligations. The buyer/agent or subcontractor is entitled to resell the goods subject to retention of title in the ordinary course of business. However, in such case the buyer/agent or subcontractor shall already now cede to us any claims arising from such resale.
11. Force majeure
Any force majeure events, including natural disasters, strikes, major disruptions of operations, spoilage, non-delivery of input materials, and any other circumstances which significantly impede or prevent delivery of the goods, entitle us to discontinue delivery for the duration of the impediment and a reasonable lead time, or to withdraw from the contract with regard to the part which has not yet been fulfilled. The buyer/agent or subcontractor may request a statement from us as to whether we decide to withdraw from the contract or deliver the goods within a reasonable period of time. If we do not provide such a statement, the buyer/agent or subcontractor is entitled to withdraw from the contract.
12. Intellectual property, confidentiality
Plans, sketches, design drawings, price quotations, and any other documents such as brochures, catalogues, samples and presentations shall remain our intellectual property. Any use, including transmission, reproduction and publication, requires our express consent. All documents may be reclaimed by us at any time and must be returned immediately if the contract is not formed. The contractual partner is obliged to maintain confidentiality vis-à-vis third parties with regard to any knowledge obtained by it by reason of the business relationship. The contract is subject to Austrian law with the exclusion of CISG.
13. Law and Jurisdiction
The agreements shall be governed by and construed in accordance with the laws of Turkey and shall be subject to the exclusive jurisdiction of Ankara courts, unless otherwise stated in the agreement.
14. Severability clause
Should individual provisions of these general terms and conditions of sale be or become ineffective, this shall not affect the effectiveness of the remaining provisions.