TEI Alasim San. ve Tic. A.S. General Conditions of Sale

1. General - Scope of Terms and Conditions

1. We operate as an intermediary (broker) in the retail area and as a manufacturer in certain areas. These general terms and conditions of sale apply to all (our) customers. They shall also apply to new contracts in the future with customers with whom we do business on a regular basis.
   
   
2. Our terms and conditions of sale are exclusive. Customer terms that deviate from or contradict our terms and conditions of sale will not be recognised unless we have accepted them in writing.
   
   
3. In order to facilitate the contract, all communications between us and the customer shall be confirmed in writing. Communication by fax or e-mail is also recognised in writing.
   
   
4. Verbal agreements, assurances, promises and guarantees given by us in connection with the modification or conclusion of the contract shall only be binding after we have confirmed them in writing. Communication by fax or e-mail shall also be deemed to be in writing.
   
   
5. The General Terms and Conditions of Sale are announced and presented on our website (https://www.teialloys.com). At the same time, our general conditions of sale are also included in the contents of the e-mails sent by us to the customer, and this is binding for the customer. If the customer is in a continuous commercial relationship with us, the acceptance of the General Terms and Conditions of Sale by the customer once will mean that they are accepted in all other orders and sales concluded by the parties until the content of the GSK (General Terms and Conditions of Sale) changes or its application is cancelled.

2. Offers - Documents for Offers

1. The conclusion of the contract takes place when an order is placed by the customer, which is validly received by us. An order can be placed by post, fax or other written form, by other means of remote communication (such as telephone) or directly to our company representative.
   
   
2. We retain the copyrights and ownership rights to figures, sketches, calculations, personal data and other documents. This also applies to written documents labelled "confidential". If the customer wishes to hand them over to a third party, he must obtain our written authorisation. Regarding personal data, the Personal Data Protection Law No. 6698 and its legislation are valid and binding for the customer. Please read our KVKK Policy regarding this.
   
   
3. Our offers can be withdrawn until the customer accepts them.

4. Prices - Payment Terms

1. Our prices are based on 'ex-works - ex-factory' (Incoterms 2000) unless otherwise agreed or stated in the order confirmation.
   
   
2. Our prices do not include VAT.
   
   
3. Discounts can only be deducted if stated in writing.
   
   
4. Payment must be made upon receipt of the invoice. All costs and expenses arising from these transactions belong to the customer. In case of delay in payment, Turkish law and legislation shall apply.
   
   
5. During the period from the date of the order until the delivery or transfer of the order: We have the right to make changes in the previously agreed order prices by reflecting the amount of these increases in relation to any increase in raw materials and exchange rates, and we declare that we reserve this right.

5. Delivery - Delivery Time

1. The delivery of the goods received by the Customer shall be carried out exclusively in accordance with its contract. The parties to the sales contract determine the individual order realisation periods.
   
   
2. The customer agrees in advance to possible deviations in deliveries depending on the production and/or discontinuation status of the order.
   
   
3. The customer is obliged to accept the goods within the specified period or after being notified by us that the orders are ready. If the customer delays the receipt of the goods for more than two days, we are entitled to charge the customer the storage costs for the orders or to withdraw from the contract and sell the goods to another customer. The cost of storage of the goods not received shall be the equivalent of 20 euros per day of storage, calculated at the average exchange rate for each 1 tonne of goods stored, provided that the minimum daily storage fee is the equivalent of 20 euros regardless of the weight of the goods. If these costs are higher, the customer is obliged to pay them.
   
   
4. If a customer is supplied with goods on a regular basis, we ask him to inform us in advance of his monthly requirements. The quantities must be as nearly identical as possible and the delivery dates must be specified. Otherwise, no deliveries will be made for the unreported month, and the customer shall bear all civil, criminal and material liability in this respect.
   
   
5. If the customer fails to fulfil its obligations, we shall be entitled to compensation for damages or additional costs incurred. We reserve our rights to claims arising from the above.
   
   
6. Force majeure gives us the right to postpone delivery for the duration of the delay and a reasonable period of time for preparation. This also applies if these events occur during a delay that has already occurred. In the event of force majeure, all circumstances not attributable to us, which make delivery difficult or impossible, shall rank equally. These include political or economic measures, epidemics, currency or other national issues, strikes, lockouts, obstacles in transport routes, imports and customs clearance. It makes no difference whether these conditions occur at our premises, at the premises of one of our suppliers or at the place of delivery of the goods. If, as a result of the above-mentioned circumstances, we are unable to fulfil our obligations, we are more than 12 months late, in which case the customer may request cancellation of the contract. If, in the event of such a delay, our purchase costs and/or transport and/or customs clearance costs (cost prices) have changed by more than 10% since the conclusion of the contract, we are entitled to make reasonable price adjustments on our own initiative.
   
   
7. The customer may only withdraw from the order after our acceptance of the order with our formal written consent. In the event of a partial or complete withdrawal of the order with our consent, the customer must bear our costs incurred in connection with the performance of the contract.
   
   
8. If the customer is in default of payment for the goods supplied, we may refrain from fulfilling further orders of the customer until the respective payments have been made.

6. Passing of Risks - Packaging Costs - Quantities/Small Deviations

1. Unless otherwise agreed or specified in the order confirmation, we deliver on a 'ex-works - ex-factory' basis (Incoterms 2000).
   
   
2. Packaging for long-term storage or storage in excess of that required for transport or special protection must be specifically agreed. The customer shall bear the costs of such packaging and protective measures, unless otherwise specifically agreed.
   
   
3. If the customer so requests, we shall cover the delivery with transport insurance; the costs of this policy shall be borne by the customer, unless otherwise agreed.
   
   
4. We are entitled to make reasonable partial deliveries, especially to customers who receive regular deliveries. Minor deviations from the agreed quantities are permitted as long as they are within the limits of customary industry standards. If an item is specified as approximate, we are entitled to deliver up to 10 per cent above or below this quantity.
   
   
5. Unless otherwise agreed or stipulated in the order confirmation, all risks, including loss, in respect of orders pass to the customer as soon as the goods leave our loading address. If a place of delivery is not specified in the order confirmation, the place of delivery shall be our warehouse. In the event of acceptance of a freight prepaid delivery to the destination specified in the contract ('freight free delivery' or 'freight and official prepayment'), the risk shall pass to the customer from the time of commencement of the transport.

7. Description of the Purchased Goods - Liability for Defects - Compensation

1. It is the customer's responsibility to clearly, completely and accurately describe the details and characteristics of the purchased goods (specific classes, qualities, deviations from standards). The customer shall be held liable for missing or unclear details.
   
   
2. We shall only be liable for a specific class, quality or a specific application or conformity if this has been expressly agreed upon. Guarantees as to formation, durability or other matters must be agreed upon in writing. The content of the prescribed specification or an expressly stated application does not constitute a warranty unless agreed upon in writing. We may agree to provide factory test certificates, declarations of conformity, test reports or similar documents (accompanying documents), but these do not constitute a guarantee or liability without written and express agreement.
   
   
3. The customer is responsible for the technical data so that the quantity and quality of the material specified in the contract meet his requirements. The customer is obliged to inspect the goods provided by us in terms of quality and quantity as soon as they are received.
   
   
4. According to subparagraph 23/1.c- of the TCC (Turkish Commercial Code), which is the special provision regulating the inspection period in commercial sales; "If the defect of the goods is clearly evident at the time of delivery, the buyer must notify the seller within two days. If it is not obvious, the buyer is obliged to inspect or have the goods inspected within eight days after receiving the goods, and if the goods are found to be defective as a result of this inspection, he is obliged to notify the seller within this period in order to protect his rights." Regarding the orders sent or delivered to the customer; the resale or transfer of the goods in question by the customer does not affect the obligation to inspect and report defects. The above article of law shall apply in all circumstances regarding possible defects to be notified by the customer.
   
   
5. In the event that the customer claims that there is a defect in the goods sold as a result of the inspection carried out by the customer, this matter will be taken into consideration within the period of time by notifying the inspection report of impartial and independent auditors regarding the determination of defects in the orders or within the framework of a finalised court decision issued by the Courts, and in any case, our liability will be limited to the value of the defective part of the product. We shall not be liable for direct or indirect damages of the customer or third parties.

8. Jurisdiction - Place of Performance

1. The jurisdiction for both parties to the contract is ISTANBUL and the applicable Courts are Istanbul Anatolian Court and execution offices.
   
   
2. In case of dispute, TURKISH Law and legislation are valid. There is no application of the UN Sales law.
   
   
3. Place of performance is ISTANBUL.