Sales Contract

THIS SALES CONTRACT (this “Agreement” or this “Sales Contract”), effective as of [DATE], is made and entered into by and between [BUYER NAME], a company organized and existing in TURKEY, with offices located at Armutalan Mah., İnanlar Sok., No:7, Zemin 1 Armutalan - MARMARİS (hereinafter the “Seller”), and [Customer Name], (hereinafter the “Buyer”). Whereas, Seller is the manufacturer and/or distributor of [PRODUCT DESCRIPTION], and Whereas, Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, such products, solely upon the terms and conditions contained in this Sales Contract, and on no other terms, unless mutually agreed, Now, Therefore, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:

APPLICABILITY.

The Buyer may place orders (“Order(s)”) with Seller for Seller products and all such Orders will be governed solely by the terms and conditions contained in this Sales Contract, unless otherwise mutually agreed. Any oral understandings are expressly excluded. Seller shall not be deemed to have waived the terms and conditions contained herein if it fails to object to provisions appearing on, incorporated by reference in, or attached to any Buyer order form, and those provisions are hereby expressly rejected. No contrary or additional terms or conditions contained in any Buyer order form shall apply unless agreed to in writing and signed by an authorized representative of Seller. Additionally, Seller reserves the right to reject any Order submitted to it by Buyer.

DELIVERY

Delivery shall be made within the time specified on Buyer’s Order or in accordance with Seller’s quoted lead time and monthly delivery rate, whichever is later. Transportation charges shall be prepaid and Buyer shall reimburse Seller upon receipt of an invoice for such charges. Seller shall have the right to make early, accelerated and/or partial shipments in advance of the contractual delivery schedule, in its sole and absolute discretion.

INSPECTION

The Buyer shall inspect and accept, or reject products delivered pursuant to the Order immediately after Buyer takes custody of such products. In the event the products do not comply with the applicable Seller drawings or specifications, the Buyer shall notify the Seller of such nonconformance and give the Seller a reasonable opportunity to correct any such nonconformance. The Buyer shall be deemed to have accepted any products delivered hereunder and to have waived any such nonconformance in the event Seller does not receive notification that the products delivered hereunder do not comply with the Seller’s drawings or specifications, within fifteen (15) days after the Buyer takes custody of such products. Unless otherwise agreed, Buyer shall have no right to conduct inspection at Seller’s facility. In the event the parties hereto mutually agree that Buyer may inspect Seller’s product at Seller’s facility, any such inspection shall be conducted with reasonable prior notice by Buyer to Seller and at reasonable times, on a non-interference basis, and such inspection shall not include the right to establish mandatory inspection points or enter proprietary or competition-sensitive areas of Seller’s facility.

CHANGES

Seller at all times reserves the right, and is entitled in its sole discretion, to make changes, additions or improvements to the products being delivered under an Order without liability or any obligation to incorporate such changes, additions or improvements into any item or product manufactured, sold or delivered prior to incorporation of the change, addition or improvement.

SETOFF

All amounts that Buyer owes Seller under an Order shall be due and payable according to the terms of an Order. Buyer is prohibited from and shall not set off such amounts or any portion thereof, whether or not liquidated, against sums which Buyer asserts are due it, from its parent affiliates, subsidiaries or other divisions or units under other transactions with Seller, its parents, affiliates, subsidiaries or other divisions or units.

WARRANTY

As used in this Section “Nonconformance” means a failure to comply with or failure to operate due to noncompliance with applicable Seller drawings or having defects in workmanship or material. Normal wear and tear and the need for regular overhaul and periodic maintenance shall not constitute a Nonconformance.
Seller warrants that at time of delivery to Buyer, its Products will comply with applicable Seller drawings and will be free from defects in workmanship and material. These warranties shall run to the Buyer, its successors, and assigns. This warranty is valid for twelve (12) months after Seller’s shipment of the Product. The warranty period for Seller’s repair or replacement of the failed product only, covered by the warranty, shall be the unexpired portion of the original warranty or 6 months after shipment of the repaired or replaced product, whichever is longer.
Buyer must notify Seller in writing of the Nonconformance of any Product within the warranty period and return the Product to Seller within thirty (30) days after such discovery. Prior to return of the Product to Seller, Buyer must obtain a Return Material Authorization (RMA) from Seller. Seller reserves the right to return to Buyer any Product received without a valid RMA. In the event Seller is unable to confirm Buyer’s reported Nonconformance, Buyer agrees to pay Seller an Evaluation/No Defects Found Charge, the amount of which shall be as specified in Seller’s Return Material Authorization. Seller’s obligation and Buyer’s remedy under this warranty is limited to either repair or replacement, by Seller’s election, of any Product Nonconformance. Seller agrees to assume round trip transportation costs for a nonconforming Product in an amount not to exceed normal shipping charges to the nearest facility designated herein for warranty repair of products delivered under an Order. The risk of loss or damage to all Products in transit shall be borne by the party initiating the transportation of such Products.

Seller shall not be liable under this warranty if the Product has been exposed or subjected to:
Any maintenance, repair, installation, handling, transportation, storage, operation or use which is improper or otherwise not in compliance with Seller’s instruction; or
Any alteration, modification or repair by anyone other than Seller or those specifically authorized by Seller; or
Any accident, contamination, foreign object damage, abuse, neglect or negligence after delivery to Buyer; or
Any damage precipitated by failure of a Seller supplied Product not under warranty or by any Product not supplied by Seller.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE WHICH ARE HEREBY EXPRESSLY DISCLAIMED. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND. NO EXTENSION OF THIS WARRANTY SHALL BE BINDING UPON SELLER UNLESS SET FORTH IN WRITING AND SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE.