General Terms of Purchase
This “Lodamaster General Terms of
Purchase” hereby (shall be hereinafter referred to as “TERMS OF PURCHASE”) has
been entered into force between LODAMASTER Teknik Makina İmalat San. Ve Tic.
Ltd.Şti. and Lodamaster Depo Ve Yükleme Teknolojileri San.Tic. A.Ş
(shall be hereinafter referred to as “Lodamaster”) and the Seller Company (shall be hereinafter referred to as “SELLER”) and forms the general frame of the AGREEMENT (shall be hereinafter referred to as “Agreement”) including the terms and conditions with regard to the goods and services to be delivered to LODAMASTER (shall be hereinafter referred to as the “Job”). LODAMASTER and the SELLER will be referred to as the "PARTY" alone and collectively as "PARTIES”.
2. SCOPE OF THE JOB AND PLACING ORDERS
The scoPe of the JOB will be concluded between the PARTIES and these will be determined by a written AGREEMENT that includes mutual obligations.
If such a written AGREEMENT is not available at the time of order, the purchase order form containing the order of LODAMASTER and confirmed by the seal and authorized signatures of the SELLER shall replace the written AGREEMENT.
If the purchase order form is not confirmed in writing by the SELLER within 3 business days following its receipt, this Purchase Order will be considered to have been accepted as it is. LODAMASTER will also have the right to withdraw from the purchase order without any notice or legal action. Unless the purchase order form is confirmed in writing by the SELLER, The final or temporary acceptance of the deliveries to be made by LODAMASTER shall not mean the continuation of the JOB subject to the order.
Unless otherwise stipulated in the AGREEMENT or confirmed purchase order form, LODAMASTER may increase or decrease the scope of the JOB by 10% on the same terms without the written consent of the SELLER.
All changes and amendments to the AGREEMENT that will determine the scope of the JOB are made in writing with the mutual agreement of the PARTIES, on the other hand, the changes and amendments to be made in the purchase order form confirmed by the SELLER will be made in writing and confirmed by the other PARTY.
4. PRICE AND DELIVERY LOCATION
Prices are fixed unless otherwise stated in the AGREEMENT or confirmed purchase order form and will be valid for the delivery of the Job in packaged form at the location that LODAMASTER will specify in the AGREEMENT or in the confirmed purchase order form. Again, unless otherwise stated in the AGREEMENT or confirmed purchase order form, all customs, shipping, taxes, and other charges and fees will be included in the price. VAT is not included in the prices and it has been determined in the Purchase order form that the invoices related to the relevant order will be issued with or without VAT.
Price increases will only be possible with the written approval of LODAMASTER after the SELLER notifies LODAMASTER in writing of its request on this matter. The SELLER cannot stop or delay its shipments due to reasons such as delayed approval of LODAMASTER regarding the price increase request.
5. DELIVERY TIME AND DELIVERY DATE
The delivery time of the JOB will be specified in the AGREEMENT to be concluded between the PARTIES or in the confirmed purchase order form.
Unless there is a different arrangement in the Agreement or confirmed purchase order form; the Delivery date is as follows;
1. For the ordered goods, the date on which the goods will be delivered by the SELLER to the place of shipment specified by LODAMASTER in the order form.
2. For the ordered service, the date on which the service is accepted by the technical/administrative officers is to be appointed by LODAMASTER.
Except in cases of force majeure, If the delivery is not made in due time or not made at all, LODAMASTER may terminate the AGREEMENT without any notice, legal action, or the SELLER's approval or cancel the confirmed purchase order form and have another person do the job on behalf of the SELLER. The SELLER accepts and undertakes in advance to pay the price difference and costs that may arise in this case to LODAMASTER.
6. SHIPMENT, DELIVERY, AND RISKS
Unless otherwise stated in the AGREEMENT or confirmed purchase order form, all kinds of services and costs and all risks related to the shipment, transportation, customs, and insurance up to the place of delivery shall belong to the SELLER.
It is essential that the goods are properly packaged in terms of both transportation and storage. The SELLER shall be responsible for any loss and damage that may occur due to the packaging being defective and insufficient or not suitable for the material.
All kinds of shipping documents (shipping note, waybill, parcel list, etc.) and invoices to be issued by the SELLER must be at least two copies (as an accompaniment and an attachment to the invoice), and the invoices must contain the order date and number and be sent to LODAMASTER on the date of issue. For products coming from abroad; ATR, Certificate of Origin, Packing List, and Invoice must be sent with the goods. Only proforma invoices will be accepted for advance payments. The invoice for the relevant order will be issued together with the shipment.
If deficiencies and mistakes are detected in the shipping documents and invoices delivered to LODAMASTER; these documents will be deemed not issued and will be returned to the SELLER. Unless the SELLER immediately corrects these deficiencies and errors and sends them to LODAMASTER, they will not be able to demand any payment. The seller is responsible for any damages, losses, and all kinds of penalties that may occur due to non-compliance with the documents.
7. ACCEPTANCE PROCEDURES
The quality control, technical inspection, and acceptance of the JOB delivered by the SELLER will be made by LODAMASTER.
Quantity and account checks of the delivery will be made, compliance with the conditions specified in the purchase order form will be determined and ultimately the delivery invoice will be accepted by LODAMASTER until these transactions are completed, no payment will be made to the SELLER by LODAMASTER.
Errors and defects detected in the JOB will be corrected by the SELLER at no cost and within the time limit given by LODAMASTER.
Unless otherwise stated in the AGREEMENT or confirmed purchase order form; partial deliveries will also be accepted by LODAMASTER, subject to prior written approval.
The SELLER shall take back the goods not accepted by LODAMASTER, within 10 (ten) days from the notification, provided that the costs are covered by the SELLER. In case the goods are not taken back; LODAMASTER will not be responsible for any damage or loss that may happen to these goods. All costs such as packaging and transportation that will be incurred by LODAMASTER for the return of the material will be invoiced to the SELLER.
Unless otherwise stated in the AGREEMENT or confirmed purchase order form; payments will be made in the form of money transfer to the SELLER's bank account on the first LODAMASTER payment day 90 days after the invoice date, against the invoice to be sent to LODAMASTER. The Payments can also be made by deducting from the receivables of the SELLER indebted to LODAMASTER.
In order for the payment to be made, the acceptance procedure specified in Article 7 must be fulfilled. If the payment date exceeds the above-mentioned period due to the fact that the acceptance procedure cannot be fulfilled within 30 (thirty) days from the delivery, the SELLER will not be able to claim any additional costs.
Unless otherwise stated in the AGREEMENT or confirmed purchase order form; no advance payment will be made. The advance payments to be made according to the AGREEMENT will be made by the SELLER in return for an advance letter of guarantee to be presented as requested by LODAMASTER. Unless otherwise stated in the AGREEMENT or confirmed purchase order form, the stamp tax that may accrue will be covered by the SELLER. In case of cancellation of the order given by LODAMASTER for any reason, the SELLER accepts and undertakes in advance to repay the advance amount received, together with the interest, immediately, in cash, and in full.
9. DELAY PENALTY
If the delivery date is delayed by more than 2 calendar days; a delayed penalty of 0.5% over the total order price and not exceeding 10% of the total order price will be accrued for each calendar day delayed starting from the 2nd day and these penalties will be deducted from the payment to be made to the SELLER. Regarding delays exceeding a total of 10 calendar days; LODAMASTER reserves the right to cancel the relevant order and not to pay for this order.
Unless otherwise stated in the AGREEMENT or confirmed purchase order form, the stamp tax arising from the AGREEMENT will be covered by the SELLER.
11. DURATION AND SCOPE OF THE WARRANTY
The JOB delivered to LODAMASTER by the SELLER is under the warranty of the SELLER for 24 months from the date of acceptance by LODAMASTER against all kinds of manufacturing and assembly defects unless a longer period is specified in the AGREEMENT or confirmed purchase order form.
Defects in goods or services detected by LODAMASTER within the warranty period shall be corrected free of charge at the cost of the SELLER from the notification of these defects to the SELLER, within the period specified in the notification.
If the defects detected by LODAMASTER are not remedied within the time specified by the SELLER, LODAMASTER shall have the right to deduct the price of the JOB, to repair the defects in person at the SELLER's expense, or to have it made by a third party. LODAMASTER reserves the rights it has in accordance with the provisions of the Consumer Protection Law.
The ownership of photographs, technical drawings, measurements, and other data, models, tools, molds, materials, and the goods manufactured according to them, which are given to the SELLER in relation to the order and whose expenses are covered by LODAMASTER, belong to LODAMASTER.
Such goods and materials cannot be used for advertising and personal purposes and cannot be given or assigned to third parties in any way, and returned to LODAMASTER with the final delivery. In addition, such goods and materials cannot be pledged. If the said materials are wasted or lost in value, the SELLER will be responsible for the compensation of this waste and loss. The SELLER shall not change the molds used in the manufacture of the parts or devices to be sold to LODAMASTER without obtaining LODAMASTER's approval.
The goods and materials mentioned above will be marked and stored in a separate place by the SELLER, at the SELLER's expense.
13. FORCE MAJEURE
In case of force majeure events such as war, fire, legal strike, flood, earthquake, a storm that will prevent the execution of the JOBS within the scope of the AGREEMENT, The SELLER shall notify LODAMASTER in writing within 5 days from the date of force majeure, in detail, of the reasons for partial or complete failure to fulfill its obligations under the AGREEMENT. The discretion of these matters and the decision to extend the time rest entirely with LODAMASTER.
If deemed appropriate by LODAMASTER, the time to pass until the force majeure disappears will be added to the AGREEMENT period. If the force majeure exceeds one month, LODAMASTER shall have the right to unilaterally cancel the delayed delivery specified in the confirmed purchase order form without the approval of the SELLER.
In any dispute that may arise between the PARTIES, LODAMASTER's book records and documents are in nature definitive and irrefutable evidence. If the force majeure is not notified within the above-mentioned period, no claim can be made by the affected party.
14. SAFETY PRECAUTIONS
The SELLER must comply with the regulations, orders, and instructions of LODAMASTER together with the relevant law, regulation, and other legislation in force for the management and administration of the JOB. All responsibilities arising from non-compliance with the said laws will belong to the SELLER.
If it is decided that the assembly works within the scope of JOB will be carried out by the SELLER, The SELLER shall be exclusively responsible for any accident, injury, occupational disease, disability and similar situations that may be incurred by any worker or a third party employed by LODAMASTER during the assembly, or for damages arising as a result of this or for compensations that must be paid in accordance with the relevant laws and these damages and payments shall not be recourse to LODAMASTER.
The SELLER shall be liable for any damages and losses that he and his personnel may cause to third parties or LODAMASTER during the performance of the JOB. The SELLER is directly responsible for the accidents during the JOB and all kinds of damages and compensations caused by these accidents. In case the SELLER does not take the necessary occupational safety measures or does not comply with the rules; LODAMASTER cannot be held responsible for any possible work accident.
In case of any claims from LODAMASTER by third parties within the scope of this article, The SELLER agrees and undertakes to meet these claims.
Rights arising from the AGREEMENT or the confirmed purchase order form can only be transferred to 3rd Parties with the written agreement of the PARTIES. Even if the transfer of the JOB has been approved by LODAMASTER, the SELLER will be actually responsible for the JOBS performed by these persons.
The transfer of the rights of the SELLER to a third party due to the order of LODAMASTER will only be possible with the written approval of LODAMASTER.
The SELLER shall keep all technical information and documents given to it regarding LODAMASTER's orders, especially information regarding new products and new models, as trade secrets and will not disclose such information, which should remain confidential, to third parties. The SELLER shall ensure that all its personnel and third parties with whom it has commercial and other business relations regarding the order in question comply with this confidentiality obligation. This provision will continue to be valid after the termination of the AGREEMENT between the PARTIES. Any damages to be incurred by LODAMASTER due to violation of this article shall be borne by the SELLER upon request.
17. TERMINATION OF THE AGREEMENT
Unless otherwise stated in the AGREEMENT or confirmed purchase order form; without being limited to these, the following situations will be considered as grounds for termination.
A- TERMINATION OF THE AGREEMENT OR CONFIRMED PURCHASE ORDER FORM BY LODAMASTER WITH JUST CAUSE
In case of any of the following situations, LODAMASTER may unilaterally terminate the AGREEMENT or cancel the confirmed purchase order form. Notifications on this matter will be made in writing to the SELLER's address specified in the AGREEMENT.
a) If the SELLER violates the Laws in force,
b) If the SELLER acts against the terms of the AGREEMENT concluded with LODAMASTER and does not take into account the written or verbal warnings of LODAMASTER in these matters.
c) If the SELLER does not comply with the work schedules and the delay penalties exceed the relevant order price.
d) If the SELLER transfers some or all of the JOB to a third party without the written consent of LODAMASTER
If the SELLER deviates from LODAMASTER's request and reduces the quality of the JOB, slows down the pace of the JOB for no reason, or becomes unable to deliver and assemble the JOB at the desired time, The SELLER will be warned in writing by LODAMASTER and if these warnings are not followed within the period to be given, LODAMASTER will terminate the AGREEMENT and any damage incurred for this reason will be borne by the SELLER.
B- TERMINATION OF THE AGREEMENT WITHOUT ANY REASON BY LODAMASTER
Unless otheRwise stated in the AGREEMENT or confirmed purchase order form, LODAMASTER has the right to terminate the AGREEMENT at any time, with 90 days’ notice of termination.
18. RESOLUTION OF CONFLICTS
It is essential that the disputes that may occur between LODAMASTER and the SELLER are first settled amicably. If the disputes cannot be resolved in this way, Istanbul Anatolian Courts and enforcement offices will be authorized for the resolution.