YILDIZ MAKINA SANAYI

The terms and conditions of OZTERMAL shall apply to the purchases of all Clients who purchase Products from OZTERMAL. No purchasing terms and conditions of any Buyer shall be accepted by OZTERMAL. The Clients who purchases products from OZTERMAL are considered as accepting the terms and conditions of OZTERMAL in their purchases and deliveries from OZTERMAL at the latest.

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In accordance with the law of KVVK (Personal Data Protection Act), with ID 6698, we process personal data of the Clients in-house and only for processing the order of the Clients. No personal data of the Client will be shared any third party unless agreed with the Client. The Client has the right to ask for information from OZTERMAL about the process of personal data protection, the parties that OZTERMAL shares the data and ask OZTERMAL to revise, erase or change their personal data, according to KVVK Article 11.

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1 – Preamble: The special terms specified on any purchase order shall prevail if OZTERMAL and CLIENT mutually agree.

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RFQ 

This is the request of the Client to ask for pricing, delivery time and specifications of the Product that they are interested. It should be written and sent by e-mail or fax. No oral RFQ of the Client will be accepted. The data on the RFQ in terms of quantity, specifications of the requirement and the expected delivery time (if any) shall be accepted as true and a reference for the commercial offer of OZTERMAL. Any faults or errors on the RFQ of the Client shall not bind OZTERMAL in any case.

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OFFERS

All Commercial Offers of OZTERMAL shall be based on the RFQ of the Client. OZTERMAL has the right not to prepare a commercial offer for a specific RFQ of the Client for any reason. OZTERMAL is not liable or any loss of the Client as a result of denial of the commercial offer by OZTERMAL. 

All Commercial Offers are non-binding that are prepared for giving information only. The commercial offers have limited validity which may expire after its validity period. OZTERMAL is not liable or any loss of the Client as a result of expiry of the validity of the commercial offer by OZTERMAL. 

Commercial offers may be revised or changed by OZTERMAL as a result of a request from the Client. The revised commercial offers shall have new revision number that will be applicable between OZTERMAL and the Client. The Client shall follow the revision number and date of commercial offer. Any misleading or misunderstanding of the revision by any party shall not keep the other party liable for of any of its loss due to the incorrect revision number processing.

All weights, dimensions, drawings, illustrations  and specifications on the commercial offer are announced by OZTERMAL to the Client for reference only which are not binding and firm.

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Purchase Orders (PO)

When the Clients approve the commercial offer of OZTERMAL, the Client is expected to send the PO in writing which is sealed and signed by the representatives of the Client. In this case, OZTERMAL will send an acknowledgement of receipt of the order  in writing by fax or email within 8 days from the date of the PO. If no reply is received within the time limits, the acknowledgement of receipt of the PO shall be replaced by the order confirmation without any possible contradiction enforceable.
 

2 –Delivery / Invoicing: Delivery is due to the address specified in the PO during OZTERMAL working hours. Unless otherwise stated, orders shall be grouped as much as possible to avoid partial shipments (failure to heed these instructions shall result in the deduction of non agreed costs from Supplier’s invoice).
Compulsory references : each delivery note and invoice concerning one order shall include order number, the position number and reference number that shall be clearly and readily stated.
A delivery note shall be drawn up and included in each shipment with the goods together with a copy of the invoice. The original invoice shall be sent to the address as stated in PO.
Standard Export Packaging shall not be charged unless otherwise specified on the quotation. All goods shall be packed adequately and securely to avoid damage during transport. OZTERMAL shall charge the Client with any additional cost due to the request of the Client for any kind of packaging that is not standard.
Goods shall fully comply with the order specifications. If not, the Client will inform OZTERMAL in written and OZTERMAL is expected to avoid the problem in 30 calendar days. If not, OZTERMAL will issue a credit note. Mode of shipment and shipping route, transport and packaging and other securities respectively shall be at our choice. OZTERMAL shall be entitled, however, not obliged to insure deliveries in the name and for account of the Client. Risk passes to the Client when shipment is handed over to the person performing the transport or left our works and stock respectively for shipment. If shipment is delayed upon Client’s request, risk passes to the buyer with the ready for shipment note. If ordered goods are rejected after the ready for shipment note, OZTERMAL shall be entitled to request payment and store the goods at buyer’s expense. Discharge of the goods is made at Client’s expense.

3 – Prices: the prices agreed on PO are fixed prices and non revisable, inclusive of conditioning packaging and shipment of the goods in accordance with the Incoterm as specified in the PO.

The prices are net ex works plus packing that does not include the freight costs, customs or any tax including VAT. The price of the product will be in USD which is also declared in commercial offers. No other currencies shall be accepted from the Clients in any region, excluding from EU which may have currency as Euro. 

OZTERMAL has not the right to amend the prices in the PO due to the unexpected rise in pricing in terms of material and labor with a limitation of %10. If this price increase in labor and material rates are higher than 10%, a new price agreement shall be required within following 14 days after written notice of OZTERMAL to the Client. If there shall be no price agreement, the Client shall agree that the agreement and PO shall be withdrawn. OZTERMAL is not liable or any loss of the Client as a result of withdrawal of the agreement and/or Commercial Offer.

4- Delivery times: Delivery dates mentioned on the PO are binding.
Delay: OZTERMAL shall immediately notify the Client in case of any possible delay to the date as set out in the PO, and shall be obligated to do the utmost to make up for such delay at its own expenses. The Client shall be thus entitled to demand express delivery at the supplier’s own expenses.
OZTERMAL has the right to cancel any order (or partial shipment) if the Client shall not perform its payments on the specified payment times in the related PO unless in the event of force majeure.
In case of delivery request before the date set in the PO, invoices shall be paid according to the date of new delivery. Furthermore, OZTERMAL is not obliged to accept an earlier delivery more than 2 weeks before the delivery date set in the PO.
The Client may perform visits at the premises of OZTERMAL, at its own expenses that are not payable by OZTERMAL, to observe order progress which needs to be announced one calendar month prior to the visit. However, this visit shall not extend or delay the shipment.

Terms and conditions on the invoice of OZTERMAL and/or the related sales agreement are  fixed and binding to the Client in terms of payment date, payment type and payment values. OZTERMAL has the right not to release the order if the Client does not make the complete payment agreed mutually. OZTERMAL is not liable or any loss of the Client as a result of the non-delivery of the Product by OZTERMAL to the Client as a result of non-completion of the payment by the Client.

 
5 – Intellectual Property: All intellectual data belongs to OZTERMAL unless data is provided by the Client.
6 – Confidentiality: All Supplies manufactured according to Client's or OZTERMAL's drawings, models or technical specifications shall not be disclosed by the other party without prior authorization in writing by the owner of the drawings, models or technical specifications .
Client or OZTERMAL shall not disclose to third parties any documents and materials supplied by the other party. A confidentiality agreement may be linked to such PO.

7 – Control and Quality assurance: The OZTERMAL’s quality control shall affix its stamp along with the related data or/and any notified documentation. Any possible supervision or controls performed by the Authorities or by the Client shall not release OZTERMAL of its responsibility. OZTERMAL must deliver copies of all documentation and certificates requested and/or certification statements. OZTERMAL shall also include the original accompanying documents requested along with the delivered goods. The OZTERMAL shall inform in writing about any difficulty in respecting the quality requirements stated on PO. The Client and the authorities shall be entitled to perform reviews, quality audits or evaluations at the premises of OZTERMAL if applicable. OZTERMAL agrees to provide the necessary support required for performance of the order.

OZTERMAL shall be responsible to deliver free of production defects or defects in material. Claims based on defects shall not exist in the event of an only irrelevant deviation from the quality agreed or irrelevant impairment of usefulness. Guarantees for the quality and shelf life of the delivery item shall only be considered as furnished, if OZTERMAL declared the guarantee as such expressly and in writing. Notice of defect shall be made immediately - and in writing - and is excluded if we do not receive it within 2 weeks after receipt of the delivery. OZTERMAL shall be notified immediately about defects which could not be detected within this period (even with careful inspection), however, 2 weeks after detection at the latest. If there is a defect in the goods delivered and the cause already existed at the time of the passage of risk, we will at our option rectify the defect free of charge within a reasonable period or remedy the defect by delivery of an item free of defects (subsequent performance). If the Client rejects this or changes or repairs of the corresponding goods are made, we shall be exempted from the liability for defects. If rectification of defects fails or if it is not made within a reasonable grace period set by the Client, the Client may reduce the purchase price or withdraw from the contract. The Client shall be responsible for the proper water quality. In this respect the corresponding requirements and guidelines have to be observed. The Client must, as far as this is possible and reasonable for him, prove that defects as to quality are caused by faults in material or faulty manufacture of the goods and not by defective mounting. The costs for determining the cause of the defect and other expenses arising within the scope of this obligation shall not be the subject of the warranty. Damages occurred due to wrong or faulty installation, putting into operation, treatment, operation, maintenance or use of fuels, control devices and currents or voltages not prescribed or due to choice of incorrect burners or burner settings also do not constitute a claim based on defects.This shall also apply with regard to overload and corrosion damage. Liability for usual wear and tear shall be excluded. Only the direct Client shall  be entitled  to assert claims due to defects and such claims  cannot be assigned. Claims of the Client for expenses required for the purpose of subsequent performance or reversal of transaction after withdrawal from the contract - transport costs, road costs, labor cost and materials cost, in particular - shall be excluded.​

The claims based on defects as to quality shall become time-barred as follows: 
a) 5 years
Boilers, Heat Exchangers and Other HVAC Products
b) 2 years 
Solar and Water Treatment Products
C) 1 year 
Spare parts 
These periods shall only apply if no longer periods are mandatorily prescribed by law. These periods start to run at the day of delivery. The statutory limitation periods shall apply in the event of injury to life, body or health and willful acting or grossly negligent breach of our duties as well as fraudulent concealment of a defect or giving of a guarantee as to quality. We state that according to the conditions above there is no intention to change any legal or caselaw distribution of burden of proof.

8 – Responsibility and guarantee: OZTERMAL warrants that its supplies possess all warranted characteristics for prescribed performance and specifications, and will be carried on in respect of the specific rules.

The Client can not withdraw the order if OZTERMAL manufactured the related goods, processed the material or ordered the related material to its suppliers. If the material is not ordered,  no goods or products are produced, material is not processed, the Client shall withdraw the order. A credit note will only be granted in the amount of the present value with a deduction of 15% cancellation costs.

If the Client withdraws unjustified from an order given, OZTERMAL may demand 25% of the selling price for costs incurred for order processing and lost profit, without prejudice to the option of asserting higher actual damage.The Client shall be entitled to prove that no or a slight damage occurred. Return shipments will only be accepted after our express prior written consent. A credit note will only be granted in the amount of the present value with a deduction of 25% take-back and inspection costs

9 – Environmental Protection: OZTERMAL is committed to provide notification for the environmental aspects of the - product or services contracted such as information linked to regulations, transport, handling, packaging, storage, use and withdrawal of supplies, and lastly notification for “last time buy” options for any obsolete end items and their components resulting from changes in the regulations.
The Supplier is committed to provide the last version of the safety data sheet (FDS) for concerned supplies and warrant the accuracy of the content of such sheet.

10 - The Turkish law is authoritative: exclusive place of jurisdiction for all disputes is the tribunal in Ankara, Turkey.

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