Conditions of Sale and Delivery - Export
General Terms and Conditions
General Terms and Conditions shall become part of this contract on the
placing of an order and shall apply exclusively and to future business
relations. These general terms and conditions are deemed accepted on
the acceptance of goods or means of payment at the latest. Our business
partners’ general terms and conditions regardless of the nature
of the latter shall only be binding if and as long as they are confirmed
by us in writing.
2.Delivery and Performance Periods
We shall not be obliged to execute delivery as long as we or any other
companies engaged by us in relation to the execution of the delivery
transaction are impeded in the fulfillment of the contract by force
majeur, strike, lockout, mobilisation, war, blokades, import and export
bans, traffic delays and any other circumstances. Furthermore, we are
not obliged to execute delivery as long as such goods that we ordered
from third persons for the fulfillment of the business transaction have
not been delivered despite our written demand. We shall immediately
notify the buyer without any delay of any defaults of delivery consistent
with sentences 1 and 2 above.
We shall be entitled to withdraw from the contract upon written declaration
in accordance with paragraph 5 in all cases contained in paragraph 3.
No rights exercisable against us shall result from such a withdrawal
for the buyer.
Such rescission shall become effective if immediately after receipt
of the notice of rescission the buyer does not declare in writing that
he continues to desire delivery. In this case we commit ourselves to
arrange at mutual expense for all adequate measures to be taken for
the achievement of satisfaction of our delivery claim. The buyer shall
not be entitled to any further claim against us.
The buyer shall remain under the obligation to perform acceptance in
the cases of paragraph 3 regardless of the default of delivery occured
as long as we are obliged to accept our suppliers’ deliveries.
The buyer may require, however, that we arrange for all adequate measures
to be taken for our release from the contract with our suppliers.
The agreed purchase price is the net price exclusive of the value added
tax in force at the relevant point in time, and it is calculated on
the basis of carriage, exchange rates, tax, customs duties and other
public charges related to the contract. Accountable increases in parts
of this calculation entitle us to modify the price accordingly.
and Transfer of Risk
The risk of loss and of deterioration of the goods shall pass to the
buyer in cases of deliveries free of charge and in the following events;
a)drop shipments with delivery to the forwarding agent or carrier.
b)FOB and CIF transactions subject to Incoterm’s particular regulations.
c)sales from stocks as soon as the goods are removed from the warehouse.
We sell according to names, codes and other quality descriptions as
stated in the original specifications. These are descriptions and shall
not be warranted qualities of the goods at any point in time. Warranted
qualities may be agreed in writing under reference to the legal consequences.
The buyer shall examine the goods without any delay after their receipt
and shall immediately notify us if a defect appears. His failure to
do so or any consumption, minging or selling on of the goods shall be
deemed an unconditional approval. A notice of defect of a delivery does
not entitle the buyer to reject further deliveries under the same or
a different contract.
A claim of defect is excluded if the buyer has failed to preserve rights
of recourse against third parties. Our damage reduction measures shall
not be deemed an acknowledgment of a defect. Negotiations concerning
a notice of defect do not constitute a waiver of the objection that
the notice of defect was not issued in due time, was factually unsubstantiated
or was insufficient for any other reasons.
In case of drop shipments our warrant obligation is limited to those
rights that we may claim againts our suppliers on the basis of the purchase
contract for the goods sold. The buyer is entitled, however, to the
rights in paragraph 13.
In the case of sales from stocks the buyer is entitled to claim abatement
of the purchase price if he has given notice of the defect in due time.
Alternatively he is also entitled to withdraw from the contract if he
is not able to use the defective goods for this purpose.
Beyond the rights in paragraphs 12 and 13, the buyer is not entitled
to any warrant claims, damages for non-performance, damages for consequential
damage, and claims of negligent tortious acts.
An obligation under a warranty shall not become into effect after twelve
If nothing else has been agreed all payment without deduction must be
received by us within seven days after delivery.
The principal is not entitled to a right of retention. A setoff with
customer claims is only permitted if these have been approved by us
as existing and due for payment or if they have been ascertained by
a non-appealable declaratory judgement.
In the event of delayed payment and starting from the due date we shall
be entitled to charge interest of 8% above the base rate of the Turkish
Is Bankasi effective at the time of delayed payment. We hereby reserve
the right to claim any further damage. A processing fee of 5 Euro may
be charged for every demand.
If the principal does not comply with his payment duties or if we gain
knowledge of circumstances that call his creditworthiness into question
all our claims, including those for which we have accepted bills of
exchange, shall become due for payment immediately. In this case we
shall only be obliged to perform further deliveries if the principal
offers payment concurrent with the delivery. If the principal does not
offer payment in cash we shall be entitled to claim damages for non-performance
instead of fulfillment or to withdraw from the contracts if no deliveries
have been executed yet.
The goods sold are only intended for processing in the buyer’s
company and may not be sold in an unprocessed condition without our
The goods delivered remain our property until full payment of all our
receivables including future ones, resulting from the business relationship
with the buyer. The right of ownership shall also continue to be reserved
if our receivables are added to a running account and the balance has
been struck and approved.
The buyer is entitled to process the goods within the normal course
of business if he fulfills all contractual duties herein and if none
of the circumstances or events under paragraph 18 have taken place.
Processing and manufacturing shall always be conducted for us under
the exclusion of the acquisition of ownership by the processing and
manufacturing party however subjecting us to any duties. Objects resulting
from any processing shall also serve as a security for our accounts
receivable against the buyer. In the event of a processing with other
goods not belonging to us we shall become co-owners of the objects that
result from such processing to such a part as corresponds with the value
of our goods in relation to the other goods also processed into the
The buyer is entitled to sell the processed goods in the normal course
of business subject to the requirements of paragraph 21, phrase 1. The
buyer is obliged to reserve the conditional right of ownership of the
goods in respect to his purchasers until the latter have fully paid
the purchased price.
All the buyer’s claims to a resale of the goods under the reservation
of ownership shall hereby be assigned to us. If the goods under reservation
are sold together with other goods that do not belong to the seller
the purchase price shall only be deemed assigned up to an amount corresponding
to the value of our goods. If the goods subject to reservation partly
belong to us pursuant to paragraph 21, phrase 4, the amount of the receivables
assigned to us due to a resale shall be determined corresponding to
our part of the ownership.
Subject to the requirements of paragraph 21 the buyer is entitled to
collect the receivables resulting from the resale. On our request the
buyer shall notify us of any assigned receivables. We shall be entitled
to notify the debtor of the assignment.
As long as our reservation of ownership is effective the buyer shall
not be entitled to any other acts of disposal apart from processing
and reselling under paragraph 21.
of Performance, Place of Jurisdiction
The dispatching works or the dispatching warehouse are the place of
performance for all deliveries including those free of charge. Our headquarters
are the place of performance of the buyer’s duties and the place
Any disputes arising from the contract shall be settled under the general
courts of law or by amicable Izmir Arbitrage or by a final arbitrator
appointed by the Chamber of Commerce in Izmir.
The inner-Turkish law of the Türkiye Cumhuriyeti shall be applicable.
The common statutes on the international purchase of movable property
are excluded. This exclusion shall apply in particular to the UN-convention
on contracts for the international sale of goods (Vienna Sales convention).
If individual provisions in these General Terms and Conditions should
fully or partly be or become invalid the validity of the purchase contract
in total shall not be affected. The contractual parties are obliged
to replace invalid provisions by a provision that comes closest to the
invalid provision within the limits of statutory possibilities.