These General Conditions of Sale (“GCS”) govern the sale of goods by3E 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Unless previously withdrawn, Supplier’s quotation is only valid for the period stated therein or when no period is stated for one month only from the date of its issue.
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.
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 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.
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.
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.
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.
Unless a letter of credit is requested or a special agreement has been made, payment should be made 100% in advance before delivery. 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 Central Bank of Türkiye Republic 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.
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.
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.
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.