APPLICATION
These General Conditions of Sale (“GCS”) govern the sale of goods by 3E Elektro
Optik Sistemler San. ve Tic. Ltd. Sti. (the “Supplier”). They apply to all
quotations and confirmations of orders to the exclusion of any other standard
terms. Any order placed by the Buyer constitutes an offer by Buyer to purchase
goods in accordance with these GCS (the “Goods”) and shall only be deemed
accepted when confirmed in writing by the Supplier, at which point a contract
comes into existence (the “Contract”).
VALIDITY OF QUOTATIONS
Unless previously withdrawn, Supplier’s quotation is only valid for the period
stated therein or when no period is stated for one month only from the date of
its issue.
DOCUMENTATION
Information in relation to Supplier’s products and their operation remains
Supplier’s exclusive property along with all intellectual property rights and
copyright attached and may not be used, copied, reproduced, transmitted or
communicated to third parties without Supplier’s written consent. Deion
of Supplier’s products and technical information included in commercial
documents such as catalogues, leaflets, brochures, advertisements are only
indicative and not binding upon Supplier.
RE-EXPORTATION
Some of the Goods may be subject to re-export regulations according to Turkish
or foreign laws. Buyer will have to comply with such regulations.
DELIVERY
Delivery shall be made in accordance with the INCOTERMS on the face of the
order confirmation. The Supplier’s delivery dates are purely indicative unless
otherwise agreed by in writing by the Supplier in the order confirmation; where
a letter of credit has been asked for, delivery schedules may only be binding
from the date of the bank's advice that it has been opened in conformity with
Supplier’s requirements. Supplier reserves the right to dispatch the Goods in
consignments as and when they are ready for dispatch. In the event of the
occurrence of Force Majeure, Supplier is entitled to suspend delivery of the
Goods for the duration of the delay caused by such Force Majeure, without being
held responsible for any damage resulting there from to the Buyer. In that case
the times given for dispatch shall be extended for the period of delay caused
by such Force Majeure. In the event of the period of delay caused by Force
Majeure having lasted for a period exceeding three consecutive months, then and
in that case Buyer shall be entitled to cancel the order to the extend not yet
executed without being liable to any indemnity whatsoever towards Supplier. The
expression "Force Majeure" includes any event beyond Supplier’s
reasonable control whether or not foreseeable at the time of the order
confirmation, as a consequence of which Supplier cannot reasonably be required
to execute its obligations. Such circumstances include but are not restricted to
acts of God, war, civil war, insurrection, fires, floods, strikes, epidemics,
governmental regulations, freight embargoes, non-availability of any permits,
licences and/or authorisations required, defaults of our suppliers or
subcontractors.
DISPATCH COMPLAINTS
Any complaints or erroneous dispatch and/or apparent damage shall be made in
writing within fourteen (14) days after receipt of the Goods by the Buyer and
if return of the goods is agreed upon they shall be returned in accordance with
Supplier’s instructions and preceded by an advice note, giving the reason for
return and the date and number of related invoice; all Goods returned must be
properly insured by Buyer, packed in their original packaging, with prepaid
carriage.
ACCEPTANCE TESTS
Goods are carefully inspected by Supplier and where practicable submitted to
standards tests at the factories before dispatch. If special tests or tests in
the presence of the Buyer or his representative are required, these must be
specified by the Buyer when giving the order and shall, unless otherwise
agreed, be made before dispatch. All costs connected with such tests will be
charged extra. In the event of any delay on the part of the Buyer in attending
such tests after fourteen days' notice that the Goods are ready to be tested,
the tests will proceed in the Buyer's absence and shall be deemed to have been
made in his presence.
PRICE
Prices quoted and not yet confirmed may be altered to those in force at the
date of dispatch. Should the prices be increased in consequence thereof, then
upon receipt of Seller’s notification of such price increase the Buyer shall
have the right to cancel the order in respect of the Goods which have not yet
been dispatched.
PAYMENT
Unless a letter of credit is requested or a special agreement has been made,
payment is due at 30 days from the date of invoicing. Payment is to be made
with a first class bank in the country where the currency quoted is issued as
legal tender; such payment will constitute a valid discharge only in so far as
an account payable by said bank on demand is credited in our favour,
irrevocably and free of charge, in the currency quoted in freely convertible
and transferable funds. Non-payment of any invoice shall be considered as a
breach by the Buyer entitling the Supplier to suspend any further delivery or
terminate the order immediately without prejudice to any claim for damages.
Interest shall be payable on any overdue amount without from the day following
the payment date indicated on the invoice. The interest rate will be equal to
the rate applied by the European Central Bank from time to time plus 10 points.
LETTERS OF CREDIT, BILLS OF EXCHANGE
Any letters of credit established in Supplier’s favour shall be issued by first
class banks which have adopted the Uniform Customs and Practice for Documentary
Credits issued by the International Chamber of Commerce. Where payment is
effected by means of a letter of credit, Supplier shall be entitled to draw on
the Buyer for any due amounts; bills of exchange so drawn shall not be
construed as a substituted contract.
LIMITED WARRANTY AND DISCLAIMER
(a) The Supplier warrants that under normal use in accordance with the
applicable user manual the Goods, (excluding any software that is not embedded
in Goods by the Supplier) shall, at the time of delivery to Buyer and for a
period of twelve (12) months from the date of delivery (or such other period as
may be agreed upon in writing by the parties), be free from defects in material
or workmanship and shall substantially conform to the Supplier' specifications
for such Product, or such other specifications as the Supplier has agreed to in
writing, as applicable. The Supplier's sole and exclusive obligation and
Buyer's sole and exclusive right, with respect to claims under this warranty
shall be limited, at the Supplier’s option, either to the replacement or repair
of a defective or non-conforming Product or to an appropriate credit for the
purchase price thereof. The Supplier will have a reasonable time to repair,
replace or credit. The non-conforming or defective Goods shall become the
Supplier's property as soon as they have been replaced or credited. Repaired or
replaced product shall be warranted for the remaining warranty period only.
(b) Buyer may ship Goods returned under warranty to the Supplier's designated
facility only in conformance with the Supplier's then-current return material
authorization policy. Where a warranty claim is justified, the Supplier will
pay for freight expenses. Buyer shall pay for returned Products that are not
found to be defective or non-conforming together with the freight, testing and
handling costs associated therewith.
(c) Notwithstanding the foregoing, the Supplier shall have no obligations under
warranty if the alleged defect or non-conformance is found to have occurred as
a result of environmental or stress testing, misuse, use other than as set
forth in the user manual or according to standard rules of use for such Goods,
neglect, improper installation or accident or as a result of improper repair,
attempt to repair, alteration, modification, storage, transportation or
improper handling.
(d) The express warranty granted above shall extend directly to Buyer and not
to Buyer's customers, agents or representatives and is in lieu of ail other
warranties, whether express or implied, including without limitation any
implied warranties of fitness for a particular purpose, merchantability, or
non-infringement of intellectual property rights. All other warranties are
hereby specifically disclaimed by the Supplier to the extent authorized by law.
(e) The foregoing states the entire liability of the Supplier in connection
with defective or non-conforming Goods supplied hereunder.
PATENT INDEMNITY
Supplier at its own expense, shall defend any suit brought against Buyer
insofar as based upon a claim that any product in the form as supplied by
Supplier hereunder, directly infringes any patent right and shall indemnify
Buyer against any final award of damages or costs in such suit. This indemnity
is conditional upon Buyer giving Supplier prompt notice in writing of any suit
for infringement, full authority at Supplier' option to settle or to conduct
the defense thereof and full assistance and co-operation in said defense. No
cost or expense shall be incurred on behalf of Supplier without its written
consent. In the event that products supplied hereunder by Supplier in the form
as specified above are in such suit held to constitute infringement and their
use is prohibited, Supplier shall, at its own election and its own expense,
either procure for Buyer the right to continue using the products or shall
replace the infringing products by non-infringing products or shall modify the
products so that they become non-infringing or shall against return of such
products grant Buyer a credit for the price paid therefor. Supplier assumes no
liability for infringement of patent rights covering any combination of any
products supplied hereunder with any other product, whether or not supplied by
Supplier, or any method or process in which any product supplied hereunder may
be used. Furthermore Supplier shall not be liable for any patent right
infringement arising from compliance with Buyer's design, specification or
instruction except to the extent that the infringement arises from the
manufacturing process of the products employed by Supplier, Buyer shall
indemnify Supplier against any final award of damages or costs for such
infringement and shall reimburse all costs incurred by Supplier in defending any
suit for such infringement, provided Seller gives Buyer prompt notice in
writing of any such suit for infringement and, if so requested, full authority
to conduct the defense thereof and full assistance and co-operation in said
defense. The foregoing states the entire liability of Supplier in connection
with infringement of patent rights by products supplied hereunder and, except
as stated in this clause, Supplier will not be liable for any loss or damage of
whatsoever kind (including in particular any incidental, indirect, special or
consequential damage) suffered by Buyer or any other person in respect of the
infringement of any patent right. The sale of any products does not convey any
license, by implication, estoppel, or otherwise, under any proprietary or
patent rights of Supplier covering any combination in which any product
supplied by Supplier hereunder is combined with any other products, whether or
not supplied by Supplier, or any method or process in which any such product or
Supplier may be used.
LIABILITY
In no event shall Supplier be liable for any indirect, consequential,
incidental or special damages, including lost profits or revenues arising out
of or relating to any breach of Supplier’s obligations set out in these GCS and
related Contract, whether or not the possibility of such damages has been
disclosed in advance by Buyer. The Supplier’s aggregate and cumulative
liability towards Buyer in connection with the order from any cause whatsoever
shall not exceed an amount of five percent (5%) of such order price.
GOVERNING LAW AND JURISDICTION
These GCS and related Contract shall be governed by Turkish law, excluding the
United Nations Convention on International Sales of Goods of April 11, 1980.
All disputes arising between the parties in connection with these GCS and
related Contract shall be submitted to the exclusive jurisdiction of the
commercial court of Ankara.
RETENTION OF TITLE
The Supplier reserves title in the Goods until full payment of the price. The
risk in the Goods shall however be transferred to the Buyer upon delivery in
accordance with the appropriate INCOTERMS.
CONFIDENTIALITY
The Buyer shall keep all information received from the Supplier (hereinafter
the “Information”) in strict confidence and shall not disclose, without
Supplier’s prior written consent, any part of the Information to any person
other than those of its employees, officers, advisers or third party
contractors who have a need to know for the purpose of performing its
obligations under the Contract. Such commitment shall remain valid for a period
of three (3) years from the date of issue of the quotation and in case an order
is placed by Buyer and a Contract entered into by the Parties, during the
performance of such Contract and for a period of three (3) years from the
expiration date of such Contract.