GENERAL TERMS AND CONDITIONS FOR EXPORT SALES

GENERAL

All orders received by Hasçelik Kablo San. Tic. A.S. (“Hasçelik Kablo”) for export sales are subject to these terms and conditions (“Terms & Conditions”), the terms and conditions on the Hasçelik Kablo Order Confirmation Form, and any special terms and conditions specified on Hasçelik Kablo quotation.

DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

ORDER & ACCEPTANCE

Any purchase process under these Terms & Conditions shall be triggered by a Request for Quotation to be submitted by a prospect Customer to Hasçelik Kablo  specifying the requested product(s), quality, quantity, delivery point and other relevant information; including its contact person and contact information.  Hasçelik Kablo may, as deems fit, reply a Request for Quotation with a Quotation. 

Upon receipt of a Quotation, Customer shall send a Purchase Order to initiate purchase process.

Order confirmation form includes Hasçelik Kablo’s terms and conditions in response to the Purchase Order of Customer, provided that Hasçelik Kablo decides to proceed the Purchase Order.

 Hasçelik Kablo’s omission to respond to any communication shall not constitute an implicit acceptance.

Prices and delivery dates stated on any Order Confirmation Form shall prevail in the event of a discrepancy between Order Confirmation Form and Purchase Order.

Stock material is subject to prior sale.

PRICES

Customer shall pay the prices in Order Confirmation Form, all taxes (sales, use, excise, and/or others incurred through commercial transaction), “adder” charges stated in the special terms and conditions for a specific product, and charges for customer-requested special packaging, design and specifications, unless otherwise specified in the relevant Order Confirmation Form.

PAYMENT

Unless specific credit terms are approved by the Hasçelik Kablo, payment terms shall be cash in advance as specified in Order Confirmation  Form.

Payment shall be due as specified in Order Confirmation Form. 

Although Hasçelik Kablo may agree to credit sales, credit approval is subject to revocation upon discovery of significant changes in the Customer’s financial condition, previously undisclosed information, or other reasons which adversely affect the credit agreement. Stoppage in transit by Hasçelik Kablo is authorized. Upon revocation of credit, the terms of sale revert to cash in advance.

FOR EXPORT SALES, A FINANCE CHARGE OF 1.5% PER MONTH WILL BE ADDED TO THE UNPAID BALANCE ON ALL ACCOUNTS NOT PAID IN FULL, ON OR BEFORE, THE DUE DATE. 

In case Customer fails to make payment in full on payment date or during payment term, as applicable, according to established credit terms; customer shall be considered in default without a notice from Hasçelik Kablo; and any further Purchase Orders shall not be proceeded.  The Customer agrees that a lien will attach upon all property in customer’s possession which was purchased on account from Hasçelik Kablo and all proceeds resulting therefrom. Hasçelik Kablo may, at its discretion, reclaim the material under lien or take any other action that may be permitted under law. In the event of default, Customer shall also assign to Hasçelik Kablo the right to collect all accounts receivable which may have occurred to customer from the sale of said materials. Customer shall furnish, upon demand by Hasçelik Kablo, copies of all invoices covering sales of such materials so that Hasçelik Kablo may notify the purchaser thereof this assignment.

DELIVERY 

Shipment terms and charges shall be according to special terms and conditions stated on Order Confirmation Form for each particular Product. Delivery dates specified on the Order Confirmation Form are approximate only, and any reasonable variation shall constitute adequate performance on the part of Hasçelik Kablo.

Hasçelik Kablo’s responsibility for delivery shall be limited to shipping at a competitive rate, unless otherwise agreed on Order Confirmation Form. Any excess costs for transportation, including special handling costs, will be charged to Customer.

Purchase Orders may be partially or entirely cancelled prior to shipment, upon written request to Hasçelik Kablo within ninety (90) days from the date of relevant Purchase Order (“Cancellation Notice”). Cancellation Notice shall be effective upon receipt by Hasçelik Kablo. Customer shall pay a percentage of the cancelled order’s price , to be calculated considering the time period between the date of Cancellation Notice and the scheduled completion date. 

Hasçelik Kablo warrants that it has good title to Product shipped. Hasçelik Kablo will be responsible for damage free shipment according to the specific shipping terms of the product as specified in the relevant Order Confirmation Form.

Customer shall be obliged to promptly examine Products upon delivery and give notice to Hasçelik Kablo specifying the nature of the lack of conformity, if any, within a reasonable time as specified in applicable law.

Failure or refusal to accept delivery without just cause is considered a material breach by Customer. For standard products, customer is liable for positive and negative damages and loss suffered by Hasçelik Kablo, including but not limited to storage, shipping and restocking costs, anticipated profits and losses due to market fluctuation. In the case of default on specially designed, construed, or packaged products, customer shall be liable for damages amounting to the contract price less the net salvage value of the material

FORCE MAJEURE

Hasçelik Kablo shall not be liable for inability to perform contractual obligations as a result of accidents, machinery or equipment breakdown, strikes or labor troubles, material shortages, fires, floods, war, public disturbances or riots, government allocations, acts of God, acts of terrorism, or other circumstances beyond Hasçelik Kablo’s reasonable control (“Force Majeure”).

If Force Majeure results in the suspension of the performance by Hasçelik Kablo of its obligations for a period in excess of ninety (90) consecutive days, any party may terminate Purchase Order by written notice and without compensation being due by either party.

If for any reason other than Force Majeure, Hasçelik Kablo should fail to deliver Product within reasonable variance from delivery date specified, Hasçelik Kablo shall be liable solely for the actual damage caused by such failure, measured in actual cash cost to Customer. For the avoidance of doubt, damages to be paid by Hasçelik Kablo shall not exceed the agreed price of the product involved.

Hasçelik Kablo will not be liable for any installation costs, incidental or consequential damages or costs, or loss of profits resulting from failure to deliver, and with respect to claims from third parties.

QUANTITY TOLERANCE 

Quantities shall be subject to standard industry shipping tolerances or other special terms and conditions of sale for that Product. The quantity stated on invoice will be final quantity shipped.

Any shortage must be stated in writing on the carrier’s freight receipt at the time of delivery. Customer claims for shipping shortages must be received by Hasçelik Kablo in writing, within three (3) days from the date of delivery. Once carrier freight receipt has been signed without a shortage note, all risk of loss or other incidents shall pass to Customer.

DEFFERAL OF SHIPMENT 

Customer may defer shipment of materials for a maximum of six (6) months provided that a written request for deferral is received by Hasçelik Kablo ninety (90) days prior to the scheduled shipment date. 

DURING DEFERRAL PERIOD, CUSTOMER WILL BE ASSESSED A 1.5% PER MONTH DEFERRAL CHARGE ON THE VALUE OF DEFERRED PRODUCT, TO BE BILLED MONTHLY INVOICED AT THE ORIGINAL CONTRACT PRICE.

Hasçelik Kablo shall arrange for storage of Products at the risk and expense of Customer during deferral period. 

DEFECTS

Hasçelik Kablo warrants that Product shall comply with the terms and conditions of Order Confirmation from for the period stated therein (“Warranty Period”).

If, at any time during the Warranty Period Hasçelik Kablo receives notice from Customer of a Defect, Hasçelik Kablo shall remedy Defect by replacement, as sole liability and Customer’s exclusive remedy arising out of or in connection with Defect.  Hasçelik Kablo shall have no liability or responsibility for (i) any other loss, damages, and indemnities including, without limitation, loss of anticipated profits, (ii) claims of third parties, (iii) repair and installation of Product, (ii) repair or replacement of any materials, equipment or facilities or (iii) the costs associated with such reconstruction, rectification, repair or replacement other than replacement of Products.

CONFIDENTIALITY

All information related disclosed by Hasçelik Kablo via Quotation or Order Confirmation Form, or in any other manner shall be and remains Hasçelik Kablo’s property and is deemed confidential, whether or not marked as such. Customer may not use or disclose the same to any third party without the Hasçelik Kablo’s prior written approval, and Customer agrees to disclose it only to its respective employees and subcontractors only on a need-to-know basis, to the extent necessary for the execution of Purchase Order and only if such employees and subcontractors are bound by confidentiality provisions.

The confidentiality undertaking hereunder shall apply during performance of Purchase Order and for a period of five (5) years following the expiry or termination of Purchase Order for any reason whatsoever.

GOVERNING LAW AND DISPUTE RESOLUTION

Terms & Conditions shall be subject to and interpreted in accordance with the law of the Republic of Türkiye. Any dispute, controversy, or claim arising out of, or in connection with, the execution of this Terms & Conditions, or the breach, termination, or invalidity thereof, shall be first amicably solved. However, if the Parties are unable to reach an amicable solution, the Kayseri (Central) Courts and Execution Offices shall have jurisdiction.