Sales Conditions and Campaigns

The following Terms and Conditions of Sale (“Terms and Conditions”) shall apply to all sales made by BKM Kaynak Ürünleri ve Metal San.Tic.Ltd.Şti. (“Supplier”) of Supplier’s goods to the Purchaser (“Purchaser”) and any contract or other commitment made by the Supplier is expressly conditioned on the Purchaser’s acceptance of these Terms and Conditions.

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ACCEPTANCE OF ORDERS

A quotation or tender offer sent by the Supplier to the Purchaser shall not constitute an offer to sell and in no event shall any contract come into existence unless and until the Purchaser places an order with the Supplier and the Supplier gives the Purchaser written confirmation of the order.

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PRICE

Unless otherwise stated in writing, prices shall be quoted on an ExWorks (Ex Works) basis, [Ex-Customer Production Site] basis, with the exception of European Currency (EURO) and in each case as defined in Incoterms 2020.

The Supplier reserves the right to change its prices without notice to the Purchaser and the price payable by the Purchaser shall be the price valid on the date of delivery.

Prices relating to a specified quantity shall apply only to the continuous production demand for that quantity, unless expressly stated otherwise. Such continuous demand shall be at the sole discretion of the Supplier. In the event of a reduction in quantities or where shipping instructions require requests for smaller quantities, the price applied for the smaller quantity shall apply. In the event of a smaller quantity not being included in a quotation, a price adjustment shall be made using a formula regularly used by the Supplier.

Discounts granted to the Purchaser may not apply in the event of future price reductions.

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PAYMENT

Unless otherwise stated in writing, payment terms shall be due in advance from the date of order.

These Sale and Promotion Terms shall be subject to the provision that if at any time after the date hereof the Supplier becomes aware of circumstances that cast doubt on the creditworthiness of the Purchaser, or satisfactory security for payment is not provided upon request, or the Purchaser is in default of payment for other goods, the Supplier may require the Purchaser to pay in advance all or part of the purchase price and the full price of all other goods sold by the Supplier to the Purchaser, and if all such pending payments are not made, these Sale and Promotion Terms shall be suspended. If such payments are not made within a reasonable period specified by the Supplier, the Supplier may cancel the Purchaser's order without liability and the Purchaser shall be liable for any damages the Supplier may suffer as a result.

The Purchaser shall not be able to deduct or offset any amount due or payable by the Supplier against the Purchaser.

The Supplier shall have the right to adjust the prices sufficiently after the entry into force of these Terms of Sale and Campaign in the event of an increase/decrease in production costs, in particular changes in labor costs due to the conclusion of business contracts or changes in the prices of production materials. The relevant changes shall be presented to the Purchaser.

DELIVERY CONDITIONS

The Supplier shall choose the delivery method and organize the transportation to the customer's facility.

At the discretion of the Supplier, the goods sold to the Purchaser may be delivered in two or more lots, in which case each lot shall be deemed to constitute a separate contract and the failure to deliver or incomplete delivery of any lot shall not constitute a breach of contract in respect of the other parties.

The delivery dates specified in the contract shall constitute only expectation estimates and shall not be binding. If the Supplier fails to deliver the goods by the said date, such failure shall not constitute a breach of contract and the Purchaser shall not be entitled to claim compensation for such failure to deliver or any consequential damages or losses resulting therefrom.

In customs orders, BKM Kaynak Ürünleri ve Metal San.Tic.Ltd.Şti reserves the right to ship 5% less or more than the ordered quantity and to invoice the entire amount delivered.

In the event that the shipment or delivery or completion of the work is delayed by more than thirty (30) days from the date specified in these Sales and Campaign Conditions, the Purchaser shall grant the Supplier a reasonable extension of time and if the goods have not been shipped or delivered or the work has not been completed by the expiration of such extension of time, the Purchaser may terminate the contract immediately by written notice and in such case the Purchaser shall pay the contract price for the goods sold or work done by the Supplier up to the actual termination date. Neither party shall have any further liability to the other party in respect of the undelivered goods or unfinished work.

If the Supplier is ready to ship or deliver the goods and the Purchaser is late in accepting this for whatever reason, the goods will be stored by the Supplier but the Purchaser will pay to the Supplier an amount equivalent to what it would have been liable to pay if the goods had actually been shipped or delivered, together with reasonable storage charges and any additional handling and transportation costs incurred during the delay. If the Purchaser has not accepted the goods after the expiration of thirty (30) days from the date on which the Supplier is ready to ship or deliver the goods, the Supplier reserves the right to cancel the Purchaser’s order immediately. Such cancellation will entitle the Supplier to dispose of the goods and to claim compensation from the Purchaser for any other amounts due to the Supplier under these circumstances as well as any loss of profit.

The Supplier reserves the right to modify, change, supplement or discontinue the product offerings at any time without notice.

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OWNERSHIP

Title of the goods shall pass to the Purchaser upon delivery.

INSPECTION/ACCEPTANCE/RETURNS

If a defect in the quantity or quality of the goods is discovered after delivery, a written notice of defect must be reported to the Supplier immediately. In the absence of a proper written notice to the Supplier, specifying the exact nature of any defect in the quantity or quality of the goods, following the Purchaser’s inspection of the goods, the Purchaser shall be deemed to have inspected and accepted the goods within thirty (30) days of receipt of the goods. Following acceptance, the Supplier shall not be liable for obvious defects. The Purchaser shall notify the Supplier in writing of any complaints regarding obvious defects found during such inspection within seven (7) days of the conclusion of such inspection. Following acceptance of the goods, the Supplier shall not be liable for obvious defects.

Purchaser’s sole remedy for non-acceptance of goods is to have the defective goods replaced or repaired (at the discretion of the Supplier).

No goods may be returned for replacement or crediting without prior written approval from BKM Kaynak Ürünleri ve Metal Sanayi Ticaret Ltd. Şirketi, Yazlık yeni mah. D-130 Karayolu Cadç No:89 41650 Gölcük Kocaeli Turkey.

Returned goods shipped directly from the Supplier’s own supplier (with the exception of faulty or incorrect goods) will be subject to a restocking fee based on the shipping costs incurred for the delivery and removal of the goods.

Any crediting or refund will only be made upon receipt and inspection of the goods.

No crediting will be made by the Supplier in respect of any delivery, postage or shipping charges imposed by the Supplier or incurred by the Purchaser.

The Supplier may request the Purchaser to make a replacement order of the same value as the returned goods. The supplier reserves the right to impose a 15% loading-unloading fee on any returned goods for credit.

A product return to BKM Kaynak Ürünleri ve Metal San.Tic.Ltd.Şti will only be accepted if the product meets all of the following criteria:

The product must be a standard product listed in the BKM Kaynak catalogue.
Justification: Custom-made products cannot be sold to other customers.

The product must be in a saleable condition; the packaging must be intact, undamaged and must not have any other product identifiers on it.
Justification: BKM Kaynak intends to resell these returned products.

The product must have been purchased from BKM Kaynak within the last 12 months.
Justification: In order to avoid shelf life restrictions.

The product must be a frequently sold product, not a rare product; therefore, it should appear as available in the product list at the following link: https://www.bkmkaynak.com
Justification: BKM Kaynak has a very wide range of products and only produces some products on an occasional basis upon request. No stock is kept for such special products.

If there is a valid reason for the return of products that do not comply with the above rules, your customer service representative can review your request.

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LIMITED WARRANTY

Supplier warrants that all goods will be free from defects in workmanship and materials for a period of twelve (12) months from the date of delivery by Supplier of the original goods (not replacement goods). (“Limited Warranty”).

The Limited Warranty shall not apply if (A) the defect has arisen as a result of the use or handling of the goods in a manner, condition or purpose other than that approved or instructed by Supplier; or (B) there is evidence that the goods have been misused, abused or tampered with, damaged, altered, neglected, accidentally damaged, modified or repaired without the approval of Supplier. In addition, warranty claims for natural wear and tear are not permitted.

The foregoing limited warranty is in lieu of all other warranties, express or implied, oral or written, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and title. The limited warranty is in lieu of any other liability or responsibility of the supplier for losses, expenses, non-conformities or damages (whether special, indirect, incidental or consequential) arising out of the possession or use of the goods. The return of the goods, less reasonable wear and tear (at the discretion of the supplier) in the form of repair, replacement or credit, shall be the sole remedy of the purchaser for such losses, expenses, non-conformities or damages. The purchaser acknowledges that the purchase price has been agreed to reflect this assumption of risk and waives any rights it may otherwise have acquired in connection with matters covered by this paragraph.

The purchaser shall not return any goods under warranty or otherwise without first reporting the reasons for such return to the supplier and first obtaining and subsequently following any reasonable instructions that may be given by the supplier for accepting any return.

LIMITATION OF LIABILITY

Under no circumstances whatsoever shall Supplier be liable for any indirect, special or consequential damages, whether or not actual or foreseeable damages have been notified, whether or not based on loss of resale profits, loss of business opportunities, loss of anticipated savings, loss of goodwill, loss of use of money, interruption of business, loss of value of other assets or any other basis, and whether or not arising out of breach of warranty, breach of contract, strict tort liability, negligence, misrepresentation or otherwise, except to the extent such liability is required by applicable law.

In no event shall the Supplier’s total liability for all claims, liabilities, expenses and all other damages and remedies arising under this contract (collectively, “claims”) exceed the amount paid by the Purchaser to the Supplier for the goods in the current transaction underlying these Terms and Conditions, whether such claims are based in contract, negligence or other tort, strict liability, warranty, indemnity or any other form of liability.

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CONFIDENTIALITY

For purposes of this Agreement, “Confidential Information” means any information that is (A) marked as confidential, (B) identified as confidential when disclosed orally or in writing, or (C) would, by its nature and nature, be understood by a reasonable person to be confidential under similar circumstances. In no event shall this section supersede any Confidentiality Agreement entered into by the parties prior to or subsequent to this Agreement. In the event that this section conflicts with any Confidentiality Agreement between the parties now in effect or later to come into effect, the Confidentiality Agreement shall prevail.

The parties agree that: (A) the party receiving the confidential information may use the Confidential Information only for the purposes of this agreement, (B) the party receiving the confidential information will instruct and require all employees, agents and representatives of the disclosing party who have access to the Confidential Information to maintain the confidentiality of the Confidential Information, (C) the party receiving the confidential information will use the same degree of care to protect the confidentiality of the Confidential Information as the party receiving the confidential information would use to protect its own Confidential Information, but no less than reasonable care, and (D) the party receiving the confidential information will disclose the Confidential Information to its employees, agents or representatives (collectively, “representatives”) only on a “need to know” basis.

Confidential Information shall not include information that (A) was in the possession of the party receiving the confidential information prior to this Agreement, (B) has subsequently become publicly available without breach of any obligation owed by the party receiving the confidential information to the party disclosing the confidential information, (C) has been disclosed to the party receiving the confidential information by a third party entitled to disclose such information, or (D) which the party receiving the confidential information can prove was independently developed without reference to any Confidential Information of the party disclosing the confidential information.

The party receiving the confidential information may disclose the Confidential Information if required by law; however, the party receiving the confidential information shall promptly notify the party disclosing the confidential information in order to provide the party disclosing the confidential information with a reasonable opportunity to object to such disclosure.

Promptly upon written request by the party disclosing the confidential information, the party receiving the confidential information shall return all Confidential Information to the party disclosing the confidential information or destroy it at the discretion of the party disclosing the confidential information and shall cause its representatives to do so. In the event that the party receiving the confidential information destroys the Confidential Information, it shall confirm in writing that it has done so and shall promptly deliver such document to the party disclosing the confidential information.

DATA PROTECTION

Each party shall comply with its obligations under the relevant data protection laws, particularly in relation to personal data (as defined by applicable law) processed during the performance of its obligations under this Agreement.

Without prejudice to the general nature of Section 14.1, the Purchaser shall take reasonable steps to prevent unauthorized or unlawful processing of personal data and to prevent any loss, damage or damage to personal data.

NOTIFICATIONS

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All notices under these Terms and Conditions shall be made in writing and shall be delivered using one of the following delivery methods: hand delivery, Registered or Registered Mail (in each case, return receipt requested and postage prepaid), nationally recognized overnight courier, (all charges prepaid), fax or e-mail. A notice shall be effective only if the party giving notice has complied with this section. Notice will be deemed received: (A) on the date of delivery, if delivered by hand; (B) on the fifth business day following the date of mailing, if sent by Registered or Certified Mail, Return Return Return Registration; (C) on the first business day following the date of delivery, if delivered using a nationally recognized overnight courier; or (4) on the spot receipt of the fax or e-mail during normal business hours, if sent by facsimile or e-mail.

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FORCE MAJEURE

The Supplier shall not be liable for any failure to perform its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, acts or omissions of government or military authorities, acts of terrorism, natural disasters, material shortages, transportation delays, fires, floods, labor disturbances, riots or war, even if such failures occur at the instance of our suppliers.

SEVERABILITY

The invalidity or unenforceability (in whole or in part) of any provision, term or condition herein shall in no way affect the validity and enforceability of the remainder of such provision, term or condition or any other provision, term or condition. In the event that the invalid provision is of such a material nature that it could reasonably be assumed that the parties would not have entered into this Agreement without such provision, the parties shall negotiate in good faith to replace any invalid provision with a provision that is as close to the meaning of the original provision as is legally possible.

AMENDMENTS, CHANGES AND ENTIRE AGREEMENT

These Terms and Conditions constitute the final and entire agreement between the parties and may not be modified, terminated or rejected in whole or in part unless in writing and mutually agreed upon by authorized representatives of Supplier and Purchaser. Supplier may, in its sole discretion, treat any attempted modification, termination or rejection not approved in writing as a material breach of these Terms and Conditions.

Any quotation, order acceptance or invoice is subject to these Terms and Conditions. It is expressly agreed that if Purchaser issues a purchase order or other document for products or services provided under these Terms and Conditions, such documents shall be deemed to be for Purchaser’s internal use only and shall not be binding on Supplier in any manner whatsoever.

These Terms and Conditions supersede any prior understandings or agreements between the parties relating to the subject matter contained in these Terms and Conditions, except for the Privacy Agreements as set out above. Except as expressly referred to in these Terms and Conditions, there are no oral or written representations, arrangements, understandings or agreements between the parties relating to the subject matter. The Purchaser's terms and conditions are expressly excluded.

GENERAL

In the event of any breach by the Purchaser of any of these Terms and Conditions or failure by the Purchaser to comply with any of them, or if the Purchaser becomes unable to conduct its normal business operations (including, but not limited to, failure to fulfill its obligations when due), or if the Purchaser becomes subject to any legal proceedings under any bankruptcy or criminal law, ceases to conduct its business operations, or makes any assignment for the benefit of creditors, the Supplier shall have the right to immediately cancel or terminate all contracts for the sale of goods, in whole or in part, without liability to the Purchaser, which may result in the non-shipment or cancellation of the Purchaser's pending or future order(s) and/or the termination of the Purchaser's relationship with the Supplier, and to recover damages from the Purchaser resulting from the breach, and all unpaid balances due shall become due immediately.

All remedies provided in these Terms and Conditions shall be cumulative and not alternative or exclusive and shall be in addition to all other rights and remedies provided by applicable law. The exercise or failure of any remedy by Supplier shall not preclude the exercise of the same or other remedies under these Terms and Conditions.

The parties to these Terms and Conditions are independent contractors and nothing contained in these Terms and Conditions shall be construed to place the parties in the relationship of employer and employee, partner, business owner and agent or business associate. Neither party shall have the authority to bind or obligate the other party.

These Terms and Conditions and the transactions stipulated herein shall be governed by and construed in accordance with the laws of Turkey.

ARBITRATION

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Kocaeli Courts shall have jurisdiction over all disputes arising under or in connection with these Terms and Conditions and the transactions stipulated herein.