1972

General Scope of the Terms and Conditions

The General Terms and Conditions provided hereinshall be effective and shall represent an integral part of the agreements concluded with customers related to the products and services produced by Tarakçıoğlu Madeni Kaplama Sanayi ve Ticaret Anonim Şirketi (hereinafter referred to as Tarakçıoğlu A.Ş.).

All services provided by Tarakçıoğlu A.Ş. including services, recommendations and additional services, shall be rendered solely under the terms and conditions below. These terms and conditions shall also apply to all future deliveries, services, or proposals, even if they have not been separately agreed upon. All purchasing terms and conditions of the customer or other general contractual terms and conditions set forth previously, if any, are rejected hereunder.

Even if the such terms and conditions are not rejected explicitly by Tarakçıoğlu A.Ş. once again after receipt of the said terms and conditions, the General Terms and Conditions provided herein shall constitute an integral part of the related agreements, and in the event of a contradiction between the provisions, the General Terms and Conditions provided herein shall take precedence and be enforced. If the customer has different, opposite or amendatory general terms and conditions in place, they may be included in the relevant agreements only to the extent that their enforcement is explicitly approved in writing by Tarakçıoğlu A.Ş. This condition regarding written approval shall always remain valid, also in the situations where deliveries are carried out unconditionally.

Signing of the Contract and Scope of Delivery

a) Offers made by Tarakçıoğlu A.Ş. can be changed at any time. Delivery contracts, other commitments and agreements as well as additional agreements shall be effective only upon written approval, particularly to the extent that they deviate from these Delivery and Payment Conditions.

b) Delivery items and the scope of delivery are based exclusively on Tarakçıoğlu A.Ş. ’s written order confirmation. The information provided in the brochures and technical specifications prepared generally are not binding. It is acknowledged that all kinds of references to the standards and technical rules constitute a performance condition and do not provide any assurance with respect to quality or features.

Pricing

a) Unless otherwise agreed upon in writing, the prices are ex-factory from the Factory located at the address Tuzla, İstanbul Deri Organize Sanayi Bölgesi Yan Sanayi Gelişme Alanı YB 30-32 34956 Tuzla İstanbul, inclusive of all packaging and freight costs but exclusive of relevant value-added taxes, customs duties, any other possible fees, taxes, and insurance.

b) In the event that the costs relating to the agreements concluded with the Customer significantly change in three months after the signing date of the agreement, the parties to the agreement shall discuss the application of an adjustment in that respect.

Delivery Period

a) The delivery period shall commence upon Tarakçıoğlu A.Ş.’s confirmation of the order, after all details pertaining to the implementation have been clarified and all other conditions required from the Customer are fulfilled. These shall apply in the same manner to delivery dates. Since deliveries and partial deliveries may be affected before expiration of the delivery period, the date declared as the date when the goods are ready for shipment shall also be deemed as the delivery date and the shipment date.

b) Agreed delivery periods and dates are contingent upon the fulfillment of all contractual obligations by the customer, and, in the event of the customer’s default or deferment, shall be extended or postponed by a period equal to the default period of the customer with respect to the fulfillment of their obligations, in addition to other rights of Tarakçıoğlu A.Ş. arising from such default.

Pending Deliveries

In the event that there are pending deliveries at the factory, the goods subject to delivery are not received on time or are not handed over to the transporter by the customer, Tarakçıoğlu A.Ş. has the right to redirect the shipment of the pending goods after maximum 7 days as of the date of delivery at the customer’s expense, to the customer’s address specified on the invoice, or to abstain from the performance regarding the part whose delivery is delayed.

In the event of non-receipt of a partial delivery, Tarakçıoğlu further reserves the right to abstain from the entire delivery.

Force Majeure or Other Impediments

a) Tarakçıoğlu A.Ş. reserves its rights to delay the delivery during the impediment period and a reasonable starting period afterwards due to events involving force majeure, or to withdraw from, terminate or partially perform the agreement due to deliveries not yet performed. Strikes, lockouts and unexpected situations, as well as machinery breakdowns, operational disruptions, discards and subsequent adjustments, which prevent timely performance of the delivery despite reasonable efforts, shall be considered equivalent to force majeure. The force majeure or impediments stated in this article shall also apply if they occur at Tarakçıoğlu A.Ş. or a subcontractor.  The Customer shall be informed of the circumstances within a reasonable time frame.

b) The Customer shall apply in writing to Tarakçıoğlu A.Ş. within 2 weeks following the notification of the force majeure or other impediment to the Customer, specifying whether they prefer rescinding the agreement or completion of the delivery within the time frame to be determined by Tarakçıoğlu. If the Customer does not make any such declarations, they shall be deemed to have rescinded the part of the agreement not yet performed.

Suitability, Examination Procedure and Acceptance of the Parts Delivered

The Customer must ensure the appropriate securing and transportation equipment for heavy tonnage and voluminous goods. The part(s) to be sent to us must be suitable for unloading, stacking, and loading, and ready for grinding and coating. The achievement of this requires the customer to contact Tarakçıoğlu A.Ş. and reach mutual agreement with the respective sales manager about the necessary pre-arrangements before shipping the part(s) under all circumstances.

The customer is obliged to inform us in advance about the condition of the part(s) (steel composition, heat treatment status, required cutting depth quantity, welding areas, corrosion status, surface flaws). Provided that the Customer ensures matters such as the absence of any defects in the part(s) delivered to Tarakçıoğlu A.Ş. or the possibility of corrections,

a) The Customer must notify Tarakçıoğlu A.Ş. in writing about its request, if they request that the required tests are conducted by Tarakçıoğlu A.Ş. at their own expense. The type and scope of the tests shall be determined until the conclusion of the agreement.

b) If acceptance is requested, the scope and conditions shall be determined until the conclusion of the agreement. The acceptance shall be performed at the customer’s expense, without undue delay after the notification of the readiness for acceptance at the Factory where the delivery is carried out. In case the goods are not accepted, are not accepted on time or are not accepted in their entirety, Tarakçıoğlu A.Ş. shall be entitled to send or keep the goods, at the Customer’s risk and expense.

Shipment, Unloading/Loading, Packaging and Storage of Materials Received with Delay

Unless otherwise determined, the products shall be delivered by Tarakçıoğlu A.Ş. on an ex-factory basis and all shipment costs to be incurred by Tarakçıoğlu A.Ş. shall be wholly collected from the customer.

Tarakçıoğlu A.Ş. has the right to choose the unloading and loading methods and the transportation vehicles. If we detect situations that could pose a danger during unloading, loading and transportation (improper transport vehicles, improper crates or packaging, deficient securing apparatus), the loading or unloading procedures for the part(s) received or planned to be shipped may be canceled by notifying the Customer.

The part(s) delivered to Tarakçıoğlu A.Ş. shall be returned within the packages they were received in, if possible, depending on the conditions and type of the package.  In this regard, the customer shall release Tarakçıoğlu A.Ş. from the obligation to return the packaging materials. Tarakçıoğlu shall package the goods in the manner customary in the industry and at the Customer’s expense, to the extent necessary. The packaging costs shall be separately calculated, since they are not included in our prices.

The Customer must promptly accept the work of receiving the processed or unprocessed part(s) which we declare to be ready for delivery. Where the Customer delays the receipt of the part(s) that it must receive, due to situations under its own responsibility, all risks shall be transferred upon notification of the Customer about the readiness for shipment. In such situations, Tarakçıoğlu A.Ş. shall be entitled, at its own discretion, to send or store the part(s), at the Customer’s risk and expense.

For the part(s) it will have to store at its facility due to the Customer’s failure to receive them, Tarakçıoğlu A.Ş. shall separately bill a weekly storage fee at 0.5% of the proposal amount. The storage cost shall start to be calculated in two weeks as of the notification of the part(s)’ readiness for delivery and shall be calculated and billed according to the time of receipt.

Transfer of the Risk for Materials Delivered, Delivered with Delay or not Delivered

The risk of loss of processed or unprocessed part(s) and the risk of damage that may occur during transportation are transferred to the Customer from the moment we deliver the part(s) subject to the delivery to the transporter (the Customer itself or the transporter or the shipment agency) upon the commencement of their loading procedure. This condition remains the same even in cases where we undertake the transportation expenses or pay them on behalf of the Customer.

In any instance where processed or unprocessed part(s) are received late or not received from the Factory, all risks and damages shall belong to the Customer upon commencement of the loading and storage procedure of the part(s) in question.

Insurance

The insurance related to the shipment of processed (ground or coated) or unprocessed (not ground and not coated) from the Factory to the Customer (against breakage, transportation, malfunction, damage and theft) is under the Customer’s responsibility.

Payment terms and conditions

a) Tarakçıoğlu A.Ş. ’s invoices must be paid on the date specified on the invoices.

b) Payments shall be made in cash to the bank specified on the invoice, and the payment expenses shall be borne by the Customer.

c) Payment by bills of exchange shall be subject to agreement with the Customer.

d) In case of default in payment, interest exceeding 9% of commercial interest will be charged.

e) In the event of failure to comply with payment terms or discovery of matters that may raise commercial concerns about the customer’s credit standing, all receivables of Tarakçıoğlu A.Ş. shall immediately become due and payable, including the situations where payments are made by bills of exchange. The same shall apply to expenses incurred for ongoing services and works, as well as final goods not yet delivered. In such cases, Tarakçıoğlu A.Ş. shall be obligated to fulfill only the deliveries and services for which advance payment has been made or a collateral has been provided.

Preservation of the ownership right

a) Tarakçıoğlu A.Ş. reserves its right to preserve the ownership right of all goods delivered, until the collection of all receivables pertaining to the current account, particularly the relevant balances to which Tarakçıoğlu A.Ş. will be entitled currently or in the future, regardless of the legal grounds. The same applies even if payments have been specifically allocated to specifically designated receivables.

b) The Customer may sell the goods whose ownership is reserved, in the usual course of business only under the normal terms and conditions and only when there is no delay. However, such sales must be conducted upon Tarakçıoğlu A.Ş. ’s written consent, and the sales price must be transferred to Tarakçıoğlu A.Ş. through the assignment of the receivable, unless another condition is determined. The assignment of receivables shall not eliminate the Customer’s payment liability. The Customer shall not have the right to dispose of the goods whose ownership is reserved in any other way.

c) In cases where an application is made for execution or insolvency proceedings, or if third parties attempt to attach property belonging to us (e.g., by execution), the customer shall immediately notify Tarakçıoğlu A.Ş. in writing. The customer shall be responsible for all costs and expenses to arise due to Tarakçıoğlu A.Ş.’s exercise of its rights to file lawsuit, make an objection and other rights relating to third party claims, as well as all kinds of obligations relating to attorney fees.

Defects, Deliveries of Goods not Compliant with the Agreement

a) Immediately upon receipt, the customer must inspect the processed part(s) (ground or coated) delivered by us and immediately report any complaints in writing to us. Otherwise, the delivered part(s) shall be deemed free of defects.

b) When the Customer detects any defects in the processed part(s) (ground or coated) delivered by us, they shall provide Tarakçıoğlu with the opportunity to examine the said part(s) on site.

c) The customer will provide us the opportunity to verify the defects subject to a complaint.

d) The customer will not make any changes to defective part(s) without our prior consent. If the Customer applies any changes to the defective part(s) subject to a complaint without our consent, they shall have waived any possible warranty rights.

e) Tarakçıoğlu A.Ş. shall either rectify the proven defects in workmanship of processed part(s) (ground or coated) free of charge or redo the surface treatments for the parts. If neither option is applicable for the mentioned part(s), the invoiced amount shall be credited for the Customer. No other warranty rights are applicable.

f) In the event of failure to deliver part(s) to be processed (ground or coated) in the situation prescribed under the 7th paragraph (Suitability, Examination Procedure and Acceptance of the Parts Delivered) to us, the warranty shall be deemed invalid.

g) Tarakçıoğlu A.Ş. particularly disclaims liabilities related to loss of profit.

Authorized Execution Offices and Courts

Istanbul Anatolia execution directorates and courts shall be authorized with respect to disputes arising from the Delivery and Payment Terms and Conditions or the Agreement itself.

Partial Invalidity

The complete or partial invalidity or nullification of any provision of the Agreement or these Delivery and Payment Terms and Conditions shall not affect the validity of the remaining provisions. In such a case, the parties to the agreement shall reach agreement on another provision that is as close as possible to the intended purpose of the invalid provision.