1.1. These general terms of sales will determine the rights and liabilities between INKA YAPI BAĞLANTI ELEMANLARI SAN. VE TİCARET A.Ş. (INKA) and the customer. All orders to be placed with by the customer will become valid upon the acceptance of the customer of such general terms of sales. The general terms of purchase of the customer will not be replaced by these general terms of sales unless decided differently by INKA.
1.2. Confirmation declarations opposing to these general terms of sales alleged by the customer based on his own operations and/or purchasing conditions will not have any legal affect as we will not accept them in advance.
1.3. Any change to be carried out under such conditions will only be valid when approved by us in written form.
1.4. If any of the provisions regarding the General Terms of Sales becomes entirely or partly void, it will not affect the validity of other provisions.
1.5. By placing an order the CUSTOMER will have accepted all provisions as regulated in this specification.
1.6. The nonenforcement/invalidity of any clause of such general terms of sales will not result in making other provisions or clauses of the specification void.
2- THE ISSUE OF THE OFFER AND ESTABLISHMENT OF THE AGREEMENT
2.1. Our offer neither holds definite qualification nor is it binding for us. Conclusion of the contract and agreements will only be binding and valid by our written confirmation of the order or as a result of our shipment of goods. In case of shipment of goods, the invoice will replace the order confirmation. Same principle will be valid in terms of complementary, changing or subsidiary agreements.
2.2. Data indicated in our drawings, charts, scales, weights or brochures, promotions, price lists, other announcements or offers and/or in document related with such are only estimated data. Such data will be definite only upon our explicit written indication.
2.3. We reserve the right to change the design of products. Design change requests coming from the customer can only become valid upon our written approval. Whereas design change requests coming in after launching the production of the product will definitely not be accepted.
2.4. Changes in the offer and price lists or other suggestions will become valid only with our written confirmation.
2.5. We reserve any type of right regarding property, industrial property and other intellectual and industrial rights on documents (i.e. charts, drawings, pictures, depictions etc.) related to the offer.
Such rights and any type of information to be obtained by the customer can only be disclosed to 3rd parties upon our explicit written approval. We reserve the right to make changes.
3.1. Taking into consideration the period to pass for the shipment, the Customers will place their orders in advance in written.
3.2. In order to make the orders valid, payments have to be made along with the order unless another agreement exists.
3.3. We reserve the right not to make shipment to customers who have current account debts.
3.4. Acceptance of the orders to be placed by the CUSTOMERS will be subject to our approval. We reserve the right not to accept the order.
4.1. Unless stated by us otherwise in written form, the place of delivery of the material to be distributed by İNKA is our factory. The non-conformance to the provisions related to the delivery period will not entitle the customer to cancel the order, to postpone or to set off or suspend the payment by arguing with the terms agreed upon.
4.2. In case the shipment is made by us to a certain location, we will be in charge of any damage arising until the location where the shipment will be made. This issue will also be valid for partial shipments.
In cases where the CUSTOMER is in charge of the shipment costs or the transportation is made by the customer, the CUSTOMER will be in charge of the damage upon delivery of the product to the transporter, carrier, and the person who takes the delivery of the goods.
4.3. Objections to be made due to missing, defective and faulty shipment will have to be determined by an official report upon taking delivery of the goods. The CUSTOMER will have to notify about the situation within 8 (eight) days at the latest in written form upon taking delivery of the product. Otherwise, the shipment will be considered to have been accepted.
4.4. The CUSTOMER will immediately determine whether the received products have any defects caused during transportation and the quantity is too less or much and will note this on the the copies and hand over such to the driver.
4.5. “The Shipment and execution periods; especially the measures to be taken in case of strikes and lockouts; will be prolonged for an appropriate period in case of arise of events affecting the shipment of the goods subject of the shipment or the non-execution of the issue subject of execution. We will inform our CUSTOMER immediately on such type of preventing events, their starting and ending and of important situations as soon as it is possible. The customer will be considered to have accepted any increase such as any type of tax, devaluation etc. to arise before the delivery of the material.”
4.6. In case of exceeding the shipment and execution periods, the CUSTOMER will be entitled to grant us an appropriate time for shipment and execution. Whatever the legal reason is, it will not be possible to file a claim against us for compensation due to delay, excluding intention and gross fault.
4.7. The conformance to the shipment and execution periods will depend on the proper behaviour for the CUSTOMER to the provisions of the agreement. Reserved will be the right to make changes.
4.8. We will choose, design and determine the type of shipment, the transportation vehicle, the transportation route and the quality and frame of vehicles and equipment required for the protection, the transporter or carrier and packaging for the sales which we have taken the responsibility for the deliveries. Such assignment and determination will be carried out upon our discretion by taking necessary care and free of any type of responsibility.
4.9. The non-conformance to the provisions regarding the delivery periods will not entitle the customer to cancel the order, to postpone or set off or suspend the payment by alleging the terms agreed upon.
4.9. a. As long as the principles, provisions and terms regarding the penalties are not accepted during the confirmation of the order, delay penalty cannot be requested from INKA in no event.
5.1. The prices invoiced will be the prices in the price list in force on the date of delivery or if offered, the prices indicated in the offer within the scope of the validity period of this offer.
The amount of the goods invoiced will be converted into TL over the current exchange sales rate of the Central Bank valid on the date when the order amounts were collected. Prices of products with TL are excluded.
6. CURRENT ACCOUNT and PAYMENT CONDITIONS
6.1. Setting off from payment due to requests alleged by the CUSTOMER and which we have not accepted, shall be inappropriate.
6.2. Even if the customer has his own different provisions regarding this issue, we will reserve the right to set off made payments from old-dated debts. We will reserve the right to set off payments made in case of arise of expenses and accrual of interests from our main receivables after expenses with priority and interests.
6.3. If the CUSTOMER does not comply to fulfil his liabilities regarding the payment, for example in case of a bad cheque or the failure of the payment of a due date; the non-conforming to the payment conditions or looking for pursuance or taking legal actions to get the payment, we will reserve the right to request all our receivables, independent of the due dates indicated on the cheques, without any warning or notification, to make it mature for immediate payment. Further, we will reserve the right to make non-realised deliveries only against cash payment or letter of credit.
If the cash payment or guaranties are not provided within the granted appropriate period, we will reserve the right to cancel the agreement, so that such action will include even the termination of the requests of the CUSTOMER regarding non-realised deliveries. Instead of reneging on an agreement in above mentioned cases, we will reserve our right to appeal on the guaranties given.
6.4. In case the cheque of the CUSTOMER is bounced, we will submit this cheque and the CUSTOMER has to pay the related amount together with the delay interest. The perid which is the base for the delay interest calculation is the period between the due date of the cheque and the date of payment. A delay interest of 2% monthly will be calculated and invoiced to the customer by taking into consideration this period. This delay interested will be collected by adding it to the main payment. The right to make changes is reserved.
6.5. In case the cheque of the CUSTOMER is bounced, we will make a receipt for such cheques. If within 3 (three) days as of the date of the receipt the payment is made in cash, a delay interest will not be calculated. If the payment exceeds this period, we will consider the period between the due date of the cheque and the date of payment, so that a delay interest invoice amounting to monthly 2% will be invoiced for late payment.
7.1. By coming into force of this General Terms of Sales, the terms of sales of previous years will cease to affect.
8.1. Turkish Law shall be applied for any disputes arising from commercial relations, whereas authorised shall be the Trade Courts and Execution Offices of Istanbul.
9. EVIDENTIAL CONTRACT
For the solution of any dispute, which may arise during the execution of this specification, our commercial books and documents will be accepted as exclusive evident.
The notification address of the customer is the address to be indicated on the order form, so that any notifications made to the mentioned address will be considered legally valid.