This Sales Agreement (“Agreement”) has been executed in duplicate by and between Maison De Mara Mobilya ve Endüstriyel Tasarım Limited Şirketi (the “COMPANY”) having its principal place of business at Adres Bilgisi: SEYRANTEPE MAHALLESİ CAN SOKAK NO:9/1 A KAĞITHANE/İSTANBUL on one side, and ….. (the “BUYER”) resident at the address of […..] on the other side.
Hereinafter the BUYER and COMPANY shall separately be referred to as the “Party” and collectively as the “Parties”.
Article 2:SUBJECT MATTER OF THE AGREEMENT
The subject matter of this Agreement is to define the general terms and conditions and to establish the rights and obligations of the Parties regarding sales of the goods (the “Products”) specified under Annex-1 to this Agreement by COMPANY to the BUYER.
Article 3:DURATION OF THE AGREEMENT
Other than the terms and conditions provided under the terms of warranty, this Agreement will be effective from the date of signature and shall terminate upon delivery of the Products.
Article 4: DELIVERY TERMS AND CONDITIONS
4.1. Unless otherwise notified by the COMPANY, the Products shall be delivered within 14 (fourteen) business days following the signature of the Agreement, with the revision of the BUYER, at the delivery address of the BUYER and provided that the Product Price has been paid in full (“Delivery”). The BUYER shall be liable for all and any kind of damages which may occur following to Delivery of the Products to the BUYER. The BUYER and / or its authorized representative may not/never claim, that the signature representative was not authorized by the BUYER after the signature process.
4.2. COMPANY has exclusive authority to deliver or to make prepared the Products partly or totally before the specified delivery date.
4.3. Unless otherwise agreed between the Parties in written, EXWORKS (Incoterms 2010) shall be applied to all delivery within the scope of this Agreement, all risk, cost and insurance responsibility regarding transportation of the Products shall belong to the BUYER.
4.4. If the Buyer declares that it cannot receive the Products on the date agreed in writing by the parties, or shall not take the delivery of the Product even not be declared, the BUYER shall be responsible for the storage costs and the damages incurred during the period of storage.
4.5. COMPANY may delay the delivery time if the BUYER requests changes in the scope and / or characteristics of the order, if force majeure occurs or if administrative authorities have taken measures or if there is any the court decision, and in other cases not resulting from the Seller’s defect.
Article 5: UNIT PRİCES FOR THE PRODUCTS
5.1. The contract price (the “Product Price”) regarding the Products shall be based on Euro and shall be determined under Annex-1 of this Agreement. The amount based on foreign currency shall be exchanged according to exchange selling rate of The Central Bank of The Republic of Turkey which is valid at the invoice date.
5.2. The Product Price shall not include packaging, shipment, insurance costs, duty taxes, VAT or other taxes.
5.3. In the event the BUYER expands the products and/or requests a change in the products, agreed in writing by the parties, the additional costs shall be agreed upon in writing by the parties. COMPANY has a right of not accepting the requests of the BUYER.
Article 6: TERMS OF PAYMENT
6.1. Unless otherwise stated by THE COMPANY in written form, The BUYER shall remit the payment regarding the Products subject to this Agreement to the bank account which is specified below by COMPANY within same day as of the invoice date. In the event that the Products are prepared for delivery by COMPANY at the agreed delivery date but the delivery cannot be performed for any reason not originating from the COMPANY, then the Products are deemed to as delivered to the BUYER. The BUYER accepts, declares and undertakes beforehand that it is obliged to pay the price of the relevant Products in full and within the time period set forth in this Article and before the delivery in any case. The logistic and storage fee which is in the amount of [%....] of total Product Price for each exceeding day from the waiting period shall be added to the invoice which shall be issued by COMPANY to the BUYER.
6.2. The payment terms stated in this Agreement are definite terms. In the event that the BUYER goes into default by not making a payment to COMPANY at its payment term, the BUYER accepts, declares and undertakes that it shall pay the amount which is unpaid at its payment terms with [%… (…) daily interests of default ] which shall be accrued as of the date of payment term without any warning and notice. COMPANY has exclusive discretion right regarding whether to deliver or to not deliver the products to the defaulted BUYER.
6.3. The COMPANY has the right to suspend sales to the BUYER and to hold the existing orders due to the outstanding balance due.
6.4. COMPANY reserves full ownership to the Products until the full payment is made.
The BUYER shall pay the price of the Products to the bank account of the Company stated below:
Bank : TÜRKİYE İŞ BANKASI
Branch : MERTER TEKSTİL MERKEZİ/İSTANBUL
Currency : USD
Account Nr. : 1184-0599431
Iban-Nr. : TR71 0006 4000 0021 1840 5994 31
6.5. Including Stamp Tax, the cost of banks, fees and all kinds of cost VAT (value added tax) will be paid by the BUYER.
Article 7:WARRANTY AND DEFECTS
7.1. The term of “nonconformity” ( and “nonconforming”) using within the scope of this Agreement refers to lack of quality, fail to comply the explanations made by COMPANY provided that it accrued from the production of COMPANY and defects. The Products which are not used in compliance with ordinary usage or common applications or have nonconformities arising out of improper use or fallen into the nonconforming category without COMPANY not assembled, used or maintained other than the recomentations given by COMPANY, fallen into the nonconforming category arising out of unauthorized use or the replacement of the other parts and as general unless otherwise pre-authorized according to any special case by COMPANY have nonconformities arising out of do not complying to the instructions in the user guide or other instructions issued by COMPANY shall not be included in the scope of the warranty.
7.2. Upon the delivery of the Products, COMPANY shall be responsible for nonconformities arise from the production and are not visible or understandable during delivery which are approved in written form in consequence of the analysis made by itself, during 90 (ninety) days as of the delivery date in scope of the warranty obligation. The provisions on non-warranty cases stated in Article 7.1 of this Agreement are reserved.
7.3. The BUYER shall notify COMPANY at the latest on the day following delivery, if any clear defect is detected in the Product delivered. Defective Products shall be recorded under a notice signed by the authorities of the two parties and shall be supported by the relevant photographs and documents. The examination documents without the signature of the COMPANY official shall not be taken into consideration and the BUYER shall not claim any defect regarding the examination without the signature of COMPANY. Furthermore the BUYER cannot claim the rights if the defect is not reported in time. If the Parties do not agree on the damage / defect, they may designate a independent expert. In this case, the expenses will be covered by the BUYER. In the event of hidden defects that may occur in the delivered Products, the notice supported by the relevant photographs and documents shall be issued by the BUYER and notified to COMPANY immediately or within [8 days at the latest] according to the nature of the situation. COMPANY shall not be liable for missing Product, damage or loss of the Product if the minutes are not kept, the report is not supported by the visuals and / or the defect / deficiency is not reported in time. The parties have accepted that the defects reported after this period will not be taken into consideration. Company shall examine loss and damage to the Product after the notice and visuals have been forwarded to the COMPANY.
7.4. COMPANY warrants that, the Products delivered to the BUYER are suitable for ordinary, common usage and likewise usage stated in user guide and legislation. COMPANY does not give any special usage warranty for the Products.
7.5. In the event that COMPANY approves in writing that the warranty conditions stated above are provided for the Products notified as nonconforming Products by the BUYER in written form, COMPANY, in its own discretion, may prefer one of the following options:
7.6. In any case, the compensation liability of the COMPANY including but not limited to warranty and defect obligation of COMPANY shall not exceed the total Product Price agreed under this Agreement.
Article 8: CONFIDENTIALITY
The BUYER hereby accepts and undertakes that the provisions of this agreement, COMPANY’s customers, business partners, activities, products, know-how, technical secrets and trade secrets and all other information with regard to COMPANY, which the BUYER obtains, are confidential information. The BUYER accepts and undertakes not to disclose the confidential information to third parties without prior written approval of COMPANY and not to use the confidential information other than the purpose and subject of this Agreement. This confidentiality obligation shall continue for 5 (five) years as of the termination date of this agreement, regardless of the reason of termination.
Article 9: TERMINATION OF THE AGREEMENT
COMPANY shall have the right to unilaterally terminate this Agreement immediately, without being obliged to pay any indemnity in the event that: if the BUYER fails to fulfill any of its obligations under this Agreement; fails to perform its conventional obligations never or properly or in due course of time. In this case, the BUYER accepts and undertakes to compensate all kinds of damages of COMPANY, which arise from the breach of this Agreement and/or from the termination of this Agreement.
Article 10: FINAL PROVISIONS
10.1. This Agreement is executed both in Turkish and English languages. In the event of any discrepancies between these two versions, the Turkish version shall prevail.
10.2. If any of the Parties cannot fulfil their duties that arise from the agreement due to ‘Force Majeure’ (defined as the events, including but not limited to war, civil war, riot, decisions of regulatory authorities, terror, strike or lockouts, problems regarding the materials, earthquake, fire, flood or any other natural disaster which cannot be foreseen and are not under control of the parties and which prevent the Parties from fulfilling their contractual obligations or stall the execution of the same) the Parties shall inform one another without delay. The Parties shall evaluate the current situation and will take necessary measures. The Parties shall not be responsible for not fulfilling their obligations fully or in time due to force majeure. If the suspension period due to Force Majeure exceeds uninterrupted 30 (thirty) days, the Agreement may be terminated unilaterally by the Parties. The rights of the Parties arisen before the force majeure are reserved.
10.3. Parties accept that the addresses specified herein are their legal addresses. The Parties hereby accept that in the event of any change in the addresses are not notified to the other party in written; all notices and communications duly made to the addresses specified herein shall be legal and valid.
10.4. Neither this Agreement, nor any rights, receivables or obligations of the BUYER hereunder may be assigned fully or partially, without the prior written consent of COMPANY.
10.5. In the event of any discrepancies between this Agreement and its Annexes, the terms of this Agreement shall prevail.
10.6. This Agreement shall be governed by Turkish law. Any disputes arising between the Parties in connection with this Agreement shall be subject to the jurisdiction of İstanbul Courts and Enforcement Offices.
10.7. The Parties accept, agree and undertake that the books, documents and records of COMPANY shall be the only evidence with regard to any disputes between the Parties. This article is considered as a final evidential contract under the provisions of article 193 of Code of Civil Procedure numbered 6100 in addition to the rights mentioned in second paragraph.
10.8. This Agreement consisting of ten (10) articles, have been prepared and executed as two copies by the Parties’ duly authorized officers on the date of …../…../2021.
Maison De Mara Mobilya ve Endüstriyel Tasarım Limited Şirketi