GENERAL SALES TERM
1- EXPLANATION OF ABBREVIATIONS:
Hereinafter producer and seller SUTAPLAS PAZARLAMA ANONİM ŞİRKETİ is referred to as SELLER and ordering customer is referred to as BUYER. Product: goods provided by Seller to Buyer.
2-TAKING ORDER:
2.1 SELLER reserves its right to increase product prices because of increase of main input material prices at the moment of delivery of products with price quotation. BUYER has right to cancel contract without any compensation.
2.2 If ordered product is less than offered amount or number of pallet calculated for partial consignment is insufficient, Seller can increase price of product or can request to increase amount of order.
2.3 For the price quotations accepted by BUYER, BUYER sends ordering form and after this, SELLER issues sales contract. This document includes BUYER and SELLER order of product to be sold, reference numbers, detailed product dimensions and features, product amount, date of shipment, payment term and date, declaration of export documents, delivery address and unit price.
2.4 Product details at the sales contract related to production of products are taken into basis by SELLER and BUYER.
2.5 Signing sales contract and sending to SELLER with e-mail or fax is not sufficient to start production of product. SELLER does not concern whether or not signature at the Sales Contract belongs to Buyer’s authorized person.
2.6 Order is finalized after payment is made in cash or by opening letter of credit (LC) according to payments terms except for BUYER orders which SELLER opened credit limit, depending on cash against documents (CAD) delivery term, and after this point production starts.
2.7 Sales contract shall be confirmed by BUYER within two business days including date of issue and sent to SELLER; if sales contract shall not confirmed and sent to SELLER within this period, SELLER, at his discretion, can refuse order.
2.8 After BUYER signs sales contract, sent to SELLER, in other words, after order is finalized, BUYER shall not cancel order, otherwise compensation is charged at the rate of 20% of the order price and sum of cost to be made for production to the SELLER .
3- SHIPMENT OF ORDERS :
3.1 Declared export documents are sent to BUYER in different forms according to payment terms.
3.2 Freight and other import taxes, insurance etc. payments are paid by BUYER or SELLER according to delivery terms at import as mentioned in sales contract.
3.3 Orders which are ready for shipment are sent through sea and / or road transportation by providing appropriate carrier to send to the address as mentioned in sales contract.
3.4 Because delivery of products are not made by own vehicles of SELLER, cargos are within scope of general transportation conditions and CMR.
4 – FORCE MAJEURES
SELLER is authorized to extend delivery term of orders, change delivery terms conditions or unilaterally terminate contract according to nature and duration of force majeure without any compensation and penal condition; in the event new legal regulations are made beyond control of SELLER and causes difficulties to send goods or impossible to send goods, in conditions accepted as force majeure in accordance with business practices, state of general mobilization, the provisions of the law causing impossible to execute the commitment, flood, earthquake, collapse of the factory, the factory fire breaks out, cut of transportation routes, the realization of coercive measures of State, and similar situations.
5-PAYMENT TERM :
BUYER makes product purchases according to one export payment types as defined below:
5.1 Cash Export: This is payment term which is made against proforma invoice with sales contract. This payment term is applied if there is no credit limit and payment guarantee opened for BUYER.
5.2 Cash Export with Partial advance payment : This is cash export form realized in a manner that 25% of order price is cash and remaining amount is paid before shipment. This is cash export payment term that can be applied upon request of BUYER without credit limit and payment guarantee.
5.3 Export with Letter of Credit payment: This is payment term which has alternative cost but payment guarantee to be applied by considering date of shipment and order amount., in the event BUYER having no credit limit does not want to make payment in cash.
5.4 5.4 Export with cash against documents (CAD): This is export payment term consisting of matter that If 25% of sales amount is paid with Sales contract as advance payment, remaining amount is paid in cash against documents or deferred payment with policy. Policy must have bank guarantee.
5.5 Cash Against Goods (Sales with reservation of ownership): This is export form to be applied to BUYERS having credit limit, orders are finalized with sales contract in this form of export and produced products are exported. BUYER pays amount of goods through bank on the payment day written in contract.
6-CREATION OF CREDIT LIMIT:
6.1 There can be credit limits in different amounts opened by SELLER to BUYER by considering intelligence made about BUYER, long term commercial relation, and stable payment conditions.
6.2 Open account (Cash Against Goods) export can be made in line with request of BUYERS having credit limits.
6.3 This sales letter is also a credit contract, and in case of acceptance and signature of this letter, all open account (Cash Against Goods) export are in nature of sales with reservation of ownership as mentioned in Article 8.
7-RETENTION OF TITLE :
7.1SELLER has title of goods sold until full payment of all existing and future amounts due in the export with cash against goods, and BUYER must protect this title for SELLER; SELLER belongs to title of goods subject to content of invoice until full payment of amount of goods as mentioned in invoice and sales contract; and BUYER has to return goods to SELLER if BUYER cannot pay amount of goods.
7.2 Title of concerned goods shall be protected by BUYER for SELLER in enforcement proceeding made by 3rd parties for the goods with retention of title, bankruptcy and postponement of bankruptcy.
7.3 BUYER has right to sell the goods with retention of title within regular business relations; in this case, BUYER transfers amounts receivable arisen against third parties to SELLER as security in cash and full, SELLER also accepts this transfer. Responsibilities of BUYER as mentioned above is identically valid about the transferred receivables.
7.4 As long as BUYER regularly pays its debt, does not delay payments, does not announce about its bankruptcy, and in situation of insolvency, SELLER guarantees that it shall not collect receivables of 3rd parties. Otherwise, SELLER can request from BUYER to give all necessary information and documents related to collection and debtor and transferred receivables, and to inform debtor 3rd party of this transfer.
8- FAILURE TO MAKE PAYMENT ON DUE DATE :
8.1 In the event BUYER cannot make payment on the due date written on sales contract, BUYER has to pay 2% delay interest over invoice amount. SELLER shall calculate delay interest at monthly 2% interest price by considering the days between due date and payment date and shall issue delay interest invoice and shall charge BUYER.
8.2BUYER shall not delay payment of invoice price due to defective product in accordance with sales contract, otherwise BUYER shall pay delay interest invoice.
8.3 If customer shall not make payment on due date, SELLER has right to suspend all contracted orders and cancel without payment of any penalty.
9- TRANSFER COSTS:
All transfer costs of all payments to be made to SELLER in accordance with sales contract belongs to BUYER, it will be paid by BUYER.
10-NOTIFICATION FOR DEFECTIVE PRODUCT:
BUYER has to inform SELLER of written and photographed complaints within 3 business day as of date of delivery for open defects such as measurement, color, print, package and amount, and 7 business day for other hidden defects, if necessary, BUYER send sample of product subject to compliant to SELLER and allow it to investigate. Notifications which are not made in time and written and with photograph are considered invalid.
11-GUARANTEE CONDITIONS:
11.1 SELLER is responsible for material and workmanship defects within limits of tolerance values written at sales contract because SELLER customarily produce subcontracted products depending on size, model and strength values at written order documents of BUYER.
11.2 SELLER assesses complaint notifications made according to procedure explained in article 10; and SELLER shall find most appropriate solution offer to BUYER in order to remove the defect having workmanship defect determined.
11.3 SELLER is not responsible for complaints arisen from all negative situations to be assessed as user fault (filling, handling, storing etc).
11.4 BUYER is responsible for user complaints arisen from product production measurement, material and construction confirmed with mutual signature at sales contract and designated at order document of BUYER. SELLER is not responsible.
11.5 In the event BUYER abstains from execution of payment of amount due related to product subject to complaint, SELLER has no responsibility related to product subject to complaint.
11.6 SELLER has no responsibility related to product subject to complaint in case of repair of products subject to complaint and if impossible to repair, replacement of said product.
12-SCOPE OF SALES LETTER:
This sales letter includes all sales contracts and sales invoices to be issued after date of declaration for acceptance and signature of authorized person to sign and read by BUYER. Each article of this sales letter declared and signed and accepted by BUYERS includes all export to be made.
13- COMPETENT AUTHORITIES AT LEGAL DISPUTES:
The competent authority is Republic of Turkey İSTANBUL province court and enforcement offices in solution of all legal disputes between SELLER and BUYER.