GENERAL TERMS AND CONDITIONS OF SALE

1. DEFINITIONS
2. ORDER ACCEPTANCE AND SALES
3. PRICE OF THE PRODUCTS AND PAYMENT
4. INSPECTION and ACCEPTANCE OF PRODUCTS
5. DELIVERY OF PRODUCTS
6. WARRANTY
7. COMPLIANCE WITH THE LAWS
8. TERMINATION
9. APPOINTMENT
10. COMPENSATION
11. APPLICABLE LAW AND AUTHORIZED COURT
12. INSURANCE
13. INTELLECTUAL PROPERTY
14. LIMITATIONS OF LIABILITY
15. INVALIDITY AND SEVERABILITY

 

1. DEFINITIONS:

“Asutay” means “Asutay Engineering Machinery Industry and Trade Limited Company” registered with the State of the Republic of Turkey, Ankara Chamber of Industry.

“Customer” refers to the person, company or institution that orders Asutay products and services.

“Parties” means that Asutay and the Customer are both joint and non-joint.

“Product/Products” means the Machine/Machines produced and/or sold by Asutay in accordance with the Special Sales Conditions and/or any spare parts, components and other services of these machines.

"Order" means the stamped-signed approval by the Customer of the price, delivery date and other conditions given in writing by Asutay for the purchase of the Products.

"Purchase Price" means the total price for the purchase of the Products as specified in the Order.

“Contract” means the Order and these Terms and Conditions of Sale.

“Working Day”: means each working day excluding Saturday, Sunday and other holidays according to the calendar in force in Turkey.

“Technical Documents”: means all technical documents designed and prepared by Asutay, including, inter alia, the operation mechanism, use, maintenance and final assembly of the Machine(s).

“Confidential Information”: Means all this information that refers both directly and indirectly to the intellectual and industrial property rights of Asutay, including but not limited to technical information, industrial and commercial information.

"Terms and Conditions" means the General Terms and Conditions of Sale that are binding on the parties and are set out in the numbered paragraphs below. Any reference to any provision in this document shall be construed as a reference to that provision as amended, re-enacted or expanded at the relevant time.

Attachments such as “Attachments”, Order Form, Product Warranty Policies are an integral part of these General Terms and Conditions of Sale and bind Asutay and the Customer. If there is a conflict between the Order Form and the General Terms and Conditions of Sale, the signed conditions in the Order Form are binding.

2. ORDER ACCEPTANCE AND SALES

Asutay's acceptance of the Order is expressly subject to Customer's acceptance of the Terms and Conditions which supersede any additional or different terms contained in any other document or communication regarding the Goods order. Customer's consent to these Terms and Conditions, whichever occurs first; shall commence definitively upon Customer's signing of the Order, acceptance of all or any part of the Products, or payment by the Customer for all or any part of the Products. None of these Terms and Conditions may be added, modified, superseded or otherwise modified, and any other terms or conditions proposed by the Customer that are different from or in addition to the Terms and Conditions do not bind Asutay and have no effect unless expressly agreed upon in a letter signed by Asutay. . The failure of Asutay to object to other terms or conditions that may be included in any document or form of the Customer shall not be construed as a waiver of these Terms and Conditions or acceptance of such terms and conditions.

Any changes made in these General Terms and Conditions shall not be binding unless approved in writing and stamped-signed between the Customer and Asutay's authorized representatives.

Any advice given by Asutay is only valid if approved in the user manual for the relevant Products.

Any spelling, content or other error or omission in any sales document, price offer, price list, acceptance of offer, invoice or other document or information issued by Asutay shall be subject to correction without any responsibility of Asutay.

All orders for products or other spare parts and accessories will be considered by the Customer as an offer to purchase in accordance with these terms.

Any order placed by the customer (including all applicable features) is required to notify Asutay of the conditions in an accurate, complete and sufficient time to deliver the Products on time, and is responsible to Asutay for the accuracy of the information.

Any specification, quantity, quality and description of the products shall be valid in Asutay's offer or in the Customer's order with the written consent of both parties.

Acceptance of delivery of products or other spare parts and accessories shall be deemed conclusive proof of Customer's acceptance of these terms.

If the Products will be manufactured in accordance with a specification requested by the Customer or any action will be taken on the Products, all losses, damages, costs and expenses that may arise in relation to Asutay shall be compensated by the Customer.

Asutay reserves the right to make any changes in the features of the Products that do not materially affect their performance or any applicable legal or CE requirements, their quality or performance.

Any order approved by the Customer and accepted by Asutay cannot be canceled by the Customer. As a result of the cancellation of the sale due to conditions other than the agreement made by Asutay in writing and the conditions accepted by the Customer, the Customer will be liable for all damages (including loss of profit, the cost of all labor and materials, damages, fees and expenses, … and not limited to these). provided that it is fully compensated.

3. PRICE OF THE PRODUCTS AND PAYMENT

Customer, freight, insurance, custody, lien, tariff, duty, and sales, use, excise duty or other tax (contract tax, stamp, etc.) will be responsible for the Purchase Price together with any other official obligations (including the costs of any testing). The Customer shall pay Asutay the Purchase Price in the currency specified in the order and agreed in the contract in accordance with the terms described in the Order. Unless otherwise stated in the order, all payment of the Purchase Price, including but not limited to any applicable taxes, liens, tariffs and charges, shall be paid to Asutay following the date of order.

Asutay may increase the price of the Products by giving notice to the Customer to reflect any additional increases in the cost of producing the Products.

The property right of the sold product belongs to Asutay. Ownership passes to the Customer upon full payment of the product price. In the event that the payment of the product price is not completed, Asutay is authorized to use all the rights and opportunities arising from the Property right on the product without any warning and without the need to take a decision. The customer agrees and declares in advance that the sale will not hinder the right of disposal on the product. The customer agrees and declares in advance to pay any costs that may arise during the exercise of this right.

If the Customer fails to make any payment on due date, Asutay shall have the following rights, without prejudice to any other rights or remedies available to Asutay:

• To cancel the contract or suspend further deliveries to the Customer,
• Allocate or distribute any payment made by the Customer to the Products (or products supplied under any other contract between the Customer and Asutay) by the Customer, as Asutay deems appropriate,
• Asutay will charge the Customer for the outstanding amount at a rate not exceeding twenty percent (20%) per annum, or at any other rate that may be applicable pursuant to the Late Payment of Trade Debts, until the full payment is made.
• There is a case of Asutay confiscating products that are not fully paid for.

4. INSPECTION and ACCEPTANCE OF PRODUCTS

The Customer shall be responsible for checking the Product for visible loss or damage as soon as it arrives at the delivery point. If the Customer does not notify Asutay in writing of any situation that does not comply with the specifications of the order within three (3) business days following the delivery of the Products, the Customer shall be deemed to have accepted the Products as error-free.

5. DELIVERY OF PRODUCTS

5.1 Shipping Terms

Unless otherwise stated in the Order, the shipping costs of the Products shall be borne by the Customer (buyer). Asutay delivers products from production or warehouse facilities as EXWORKS. Ownership and risk of loss or damage will pass from Asutay to the Customer upon Asutay's delivery of the products to the carrier designated by Asutay. Asutay shall not be liable for any costs associated with loading the Products into the carrier's transport or for any subsequent delay in shipment. Making a different agreement with the customer is out of this scope.

5.2 Partial Shipping of Existing Products

If only some of the Products are available for shipment, Asutay will notify the customer and ship the available Products, unless otherwise agreed by the Parties. Notwithstanding anything to the contrary herein, Asutay's shipment of existing Products will not constitute a breach, default or entitle the Customer to claim any damages against Asutay provided that Asutay delivers the remainder of the Products to the Customer within a reasonable time.

5.3 Costs and Expenses

Asutay shall not be liable for any cost or expense including, but not limited to, shipping charges, freight, duties, taxes or other charges related to early shipping or Customer return, related to the shipping of Products.

6. WARRANTY

Asutay warrants that for new Products and spare parts manufactured by Asutay and delivered under this Agreement, they will be free from defects in material and workmanship for the periods specified in Asutay's valid warranties included herein by reference. The customer is obliged to notify Asutay in writing immediately in case of non-compliance with the valid warranty.

The Warranty subject specified in this document is given as an appendix with the name of “Asutay Product Warranty Policy” in detail, it is an integral part of this document and is valid for all Asutay Products.

7. COMPLIANCE WITH THE LAWS

Each party will at all times comply with all laws, rules and regulations that apply to its obligations under this Order. Each party will provide any information necessary to enable the other to comply with such laws, rules and regulations or to confirm compliance with such laws, rules and regulations or the provisions of this Order.

8. TERMINATION

In the event that the Customer fails to fulfill or breach any of its monetary obligations, Asutay may terminate any part of this Order, in whole or in part, unless the Customer resolves the breach within five (5) calendar days after Customer receives notice of the breach. If the Customer fails to pay any amount as set forth herein, the balance of the Purchase Price will become due immediately and interest will accrue not exceeding 20 percent (20%) per annum. In the event that Asutay terminates this Order in whole or in part as set forth herein, the Customer shall, upon request, indemnify Asutay for all actual damages incurred as a result of such breach, including but not limited to attorneys' fees and expenses. The rights and remedies granted to Asutay pursuant to this Order are in addition to, and do not limit or affect, any other rights or remedies provided by law or in equity.

9. APPOINTMENT

The Customer may not assign this Order without Asutay's express written consent, but Asutay may assign this Order to its successors, as well as to any institution or organization now or hereafter owned or affiliated with Asutay.

10. COMPENSATION

To the maximum extent permitted by law, the Customer shall defend, prevent and indemnify Asutay, its officers, directors, employees and agents, affiliates and subsidiaries against all sums, costs, liabilities, losses, liabilities, lawsuits, actions, damages. . Asutay does not accept any responsibility and does not pay any compensation under any of the following, but not limited to, conditions.

(i) Penalties, fines, interest and other costs (investigation costs and expenses) that Asutay may incur or be liable to pay as a result of the actions or omissions of the Customer or anyone for whom the Customer is responsible, use, ownership, maintenance, transfer, transportation or disposal of the Products. including attorney's fees).

(ii) any infringement or claim of industrial and intellectual property rights of others resulting from Customer's plans (including Customer's trademarks and brand names) or production of Products ordered by Customer, if Products are manufactured to Customer's requested specifications.

(iii) Customer's breach or alleged violation of any federal, state, county or local law or regulation, including but not limited to laws and regulations governing product safety and operating practices.

11. APPLICABLE LAW AND AUTHORIZED COURT

All of these terms and conditions are subject to Turkish Law and the parties herein accept the exclusive jurisdiction of the Commercial Courts of First Instance located in Ankara.

In disputes that may arise from this contract, Consumer Arbitration Committees are authorized up to the value announced by the Ministry of Industry and Trade, and Consumer Courts are authorized in disputes above this value. Civil Courts of First Instance are authorized in places where there is no Consumer Court.

12. INSURANCE

The Customer shall, at its own expense, obtain a comprehensive general liability insurance policy that covers bodily injury claims, including dealing with property damage resulting from the use of the Products or the Customer's actions or omissions under this Order. Upon Asutay's written request, the Customer shall immediately give Asutay the insurance certificates of such policies, which naming Asutay as the additional insured.

13. INTELLECTUAL PROPERTY

Asutay name and logo and all related product and service names, design marks and slogans are trademarks of Asutay. All intellectual property rights are hereby expressly reserved, and Customer will not infringe any copyright, trademark, service mark, trade secret, logo, patent or other intellectual property rights of Asutay in any way without Asutay's prior written consent.

14. LIMITATIONS OF LIABILITY

Customer's solutions herein are exclusive and Asutay's total liability for this contract or the Products provided herein is for the Products on which this responsibility is based, not contract, warranty, negligence, indemnity, strict liability. Under no circumstances will Asutay be liable to the Customer for any indirect, incidental, special or punitive damages arising from this agreement. The Products herein are based on loss of use, loss of profit or revenue, interest, loss of goodwill, business interruption, damage to other property due to or faulty, shutdown or downtime, increased operating expenses, purchase cost of replacement power, or interruption of customer or customer service. Claims about it are absolutely beyond Asutay's responsibility.

15. INVALIDITY AND SEVERABILITY

No waiver of the Agreement or any waiver, implied or implied, by Asutay shall be considered a waiver unless signed in writing by an authorized officer of Asutay. Such waiver shall not prejudice the rights of Asutay with respect to any breach by the Customer not specifically stated in such waiver. The invalidity, illegality or unenforceability of any provision of the Agreement shall not affect the validity, legality or enforceability of any other provision of the Agreement which is and shall remain in full force and effect. The Agreement includes the entire agreement between Asutay and the Customer and supersedes all previous agreements and agreements with respect to the subject specified herein. The contract cannot be changed or modified unless signed in writing by the parties. Asutay is liable for any failure or delay in fulfilling its obligations under the Contract, such failure or delay, strikes, government restrictions and, in whole or in part, "Force Majeure" conditions (wars, riots, fire, flood, earthquake, pandemic and similar reasons) will not be responsible. The parties agree to endeavor to replace any invalid or unenforceable provision with a valid or enforceable provision that fulfills its economic, legal and commercial purposes to the fullest extent possible. The Agreement will not create any relationship between the parties other than Asutay and the Customer. Any notice required or permitted to be made under this Agreement shall be made in writing and delivered to the addresses specified in the Order.

The parties accept and declare that they have read the entirety of this Agreement, which consists of 15 articles, and that they have signed an agreement, starting from the date of creating the order.