General Terms and Conditions (2019)
These General Terms and Conditions apply to all purchase contracts between SRP and the buyer of SRP's products ("Buyer").
1. ORDERS, PRICES AND PAYMENTS
a) Any information regarding SRP's products are not valid unless explicitly referred to in an offer or written agreement.
b) Price lists are only valid for one week and subject to alteration at any time due to different factors such as foreign currency fluctuations, changes in raw materials purchase price, etc.
c) All prices are exclusive of VAT and other taxes or official duties.
d) Unless otherwise agreed in writing, payment must be made in cash in advance prior to shipment. When invoice credit is agreed, any payment not made when due shall accrue interest from the due date until the date payment is made at a per annum rate of eighteen percent. Any overdue payment exceeding two weeks entitles SRP to cancel the contract by notice in writing to the Buyer. In case of such cancellation the Buyer is obliged to return the Products immediately at its own cost and on its own risk.
f) SRP is entitled to request adequate security for any outstanding part of the purchase price until the purchase price has been fully paid. SRP is entitled to cancel the purchase if adequate security, in the opinion of SRP's, is not presented immediately upon such request.
a) Unless otherwise agreed in writing, all SRP products are sold Ex Works SRP's warehouse (Incoterms 2010). SRP is entitled to make delivery by instalments.
b) If the Buyer fails to accept delivery at the delivery time of any shipped Products ("Shipment"), SRP may at its option sell the Shipment for the account of the Buyer and the Buyer shall be liable for all costs and expenses incurred by SRP and the difference between the proceeds of sales and the Buyer's purchase price.
c) The Buyer shall inspect the Shipment immediately upon delivery and shall notify SRP of any discrepancies found between the shipment and contract within 7 working days. If the Buyer shall fail to give such notice within said period, it shall conclusively be deemed that the Shipment with regard to quantity, number, weight and volume is in accordance with the contract and that the Buyer shall have no right to reject the Shipment.
3. TRANSPORTATION AND PACKAGING
a) All quotations are Ex Works (Incoterms 2010) unless otherwise agreed upon. SRP will handle packing and delivery of Products to the Buyer.
b) Any delivery date specified by SRP is an estimate only and is not of the essence of the agreement and SRP accepts no responsibility for delay howsoever caused.
a) SRP guarantees that the Products will be free of faults and shortcomings in construction, material and manufacture for a period of twelve (12) months for non-electrical items and 6 months for electrical ones from purchase date.
b) The guarantee is subject to the following conditions:
● the Buyer has complied with the obligations in this agreement and has made payment in full for the products.
● No repair, alteration, or treatment to the products is allowed without SRP's written consent.
● SRP must have been notified of such fault or shortcoming within 14 days after the day the Buyer found out or reasonably ought to have found out the fault or shortcoming.
● After receiving a claim in accordance with the foregoing, SRP will, at SRP's option, reimburse the Buyer an amount equal to the purchase price, or repair/replace the faulty product.
● SRP makes no representations or warranties other than those expressly set forth above.
● After the receipt of a claim in accordance with the foregoing, and approved by SRP, SRP will, at SRP's option, accept the return of the faulty Product and reimburse the Buyer an amount equal to the purchase price, or repair or replace the faulty Product.
● SRP's responsibility for faults or shortcomings of delivered Products is limited to the above. The Buyer is not entitled to any other remedies, than those set out above, in relation to faults or shortcomings.
5. LIMITATION OF LIABILITY, INDEMNIFICATION
a) SRP shall not be liable in damages of any form or nature, whether direct or indirect, consequential or incidental, for defective Products or any other failure to fulfil its obligations under this agreement, except in case of gross negligence, wilful misconduct, death or personal injury. The Buyer acknowledges and agrees that, with the exceptions in the preceding sentence, its rights under the guarantee provisions in Article 4 above comprise the Buyer's exclusive remedy.
b) In the event any third party, who has purchased Products from the Buyer, is awarded damages from SRP under any product liability law, the Buyer shall fully indemnify SRP for such damages and for SRP's reasonable costs in relation thereto, unless the damage in question was due to SRP's gross negligence. SRP will give the Buyer prompt notice of such claim and invite the Buyer to participate in SRP's defence and any negotiation for a settlement with such third party.
6. INTELLECTUAL PROPERTY RIGHTS AND INFORMATION
a) SRP may make any change(s) to the specification of the Products without notice. If Products are manufactured or any process is applied to the production at the request of the Buyer, the Buyer shall fully reimburse SRP for any and all costs and damages that might occur as a result of the specification or application of process.
b) The property of all documents and tooling prepared, manufactured or supplied by SRP and all intellectual property rights therein shall vest in and remain with SRP.
c) The Buyer shall immediately notify SRP of any claim of a third party alleging that Products delivered by SRP infringe intellectual property rights. The Buyer shall upon SRP's request give SRP the sole authority to defend or settle the case, provided always that SRP undertakes to do so at its own expense.
d) If it is held that Products delivered under this agreement have infringed third party intellectual property rights, SRP shall, at its own expense, and at SRP's option, obtain for the Buyer the right to continue using the Product, replace or modify it so as to become non-infringing or, in exchange for the return of the Product, reimburse the price of the Product.
e) The Buyer is not entitled to any other remedies, than those set out above, in relation to SRP's Products infringing third party intellectual property rights.
7. BUYER's OBLIGATIONS
a) The Buyer shall obtain all necessary permits and certificates from any public authority or other regulated body to enable SRP to comply with all statutory requirements and regulations.
b) The Buyer shall maintain strict confidentiality in respect of the business affairs, documents, and intellectual property rights of SRP's and shall not disclose or use the same except as necessary for the performance of the contract.
8. RETENTION OF TITLE
Products delivered shall remain the property of SRP's until the Products have been paid in full.
9. FORCE MAJEURE
a) If either party is prevented from performing its obligations under this agreement due to force majeure, the other party may not introduce any sanctions by reason thereof. However, if the hindrance regards the Buyer's possibility to carry out payment, SRP is entitled to withhold delivery of any Shipment until payment has been effected. If the hindrance to effect payment lasts for more than four 4 weeks SRP is entitled to cancel the purchase.
b) The term "force majeure" means in this agreement that the performance under the purchase contract is prevented, aggravated or delayed due to war, rebellion or riot, mobilization or unexpected call for military service of similar dimensions, requisition, seizure, exchange restrictions, export- or import restrictions, general scarcity of merchandise, shortage of transportation, labour conflict, restrictions on fuel and power, fire, faulty or delayed deliveries from sub-contractors due to above causes, as well as any other circumstance beyond the control of the party.
c) The party claiming to be affected by force majeure shall notify the other party in writing without delay on the intervention and on the cessation of such circumstances.
Any legal action relating to this agreement and all legal relationships associated with it shall be decided by legal authorities of Turkey as the exclusive jurisdiction of first instance. However, SRP is always entitled to bring a claim for overdue payment to the local court or enforcement service where the customer has its legal domicile.
Either party's failure to enforce breach of this agreement or to exercise its rights due to such breach shall not be deemed a waiver of such rights to enforce any future breach of agreement.