Version: Rev. 2025-01

1. APPLICATION

1.1. These General Conditions of Sale (“GCS”) govern all sales of goods and services provided by 3E Elektro Optik Sistemler Sanayi ve Ticaret A.Ş. (the “Supplier”).
1.2. These GCS apply to all quotations, order confirmations, and deliveries, to the exclusion of any other terms or conditions.
1.3. Any order placed by the Buyer constitutes an offer to purchase goods (“Goods”) in accordance with these GCS and shall be deemed accepted only when confirmed in writing by the Supplier, at which point a contract (“Contract”) comes into existence.
1.4. These GCS shall prevail over any conflicting or additional terms contained in any purchase order or other document issued by the Buyer.

2. VALIDITY OF QUOTATIONS

2.1. Unless previously withdrawn in writing, quotations issued by the Supplier are valid only for the period stated therein, or, if no period is specified, for thirty (30) calendar days from the date of issue.
2.2. Any modification to a quotation must be confirmed in writing by the Supplier.

3. DOCUMENTATION AND INTELLECTUAL PROPERTY

3.1. All information, drawings, designs, technical data, and documentation relating to the Goods remain the exclusive property of the Supplier, together with all intellectual property rights and copyrights therein.
3.2. Such information may not be copied, reproduced, transmitted, or disclosed to third parties without the Supplier’s prior written consent.
3.3. Deions, specifications, and technical data contained in catalogues, brochures, or advertisements are for reference only and shall not be binding.
3.4. The Supplier reserves the right to make product or document changes at any time without prior notice, provided such changes do not materially affect performance.

4. EXPORT AND RE-EXPORT COMPLIANCE

4.1. The Buyer acknowledges that certain Goods may be subject to export or re-export control regulations under Turkish or foreign law.
4.2. The Buyer undertakes to comply with all such regulations and shall not export, re-export, or transfer the Goods or related technical data without first obtaining all required licenses or governmental authorizations.

5. DELIVERY

5.1. Delivery shall be made in accordance with the INCOTERMS stated in the Supplier’s order confirmation.
5.2. Delivery dates are indicative only and time shall not be of the essence unless expressly agreed in writing.
5.3. The Supplier may deliver the Goods in partial shipments.
5.4. In case of a Force Majeure event, the Supplier shall be entitled to suspend delivery for the duration of the delay without liability for damages. If the delay exceeds three (3) consecutive months, either party may cancel the unfulfilled portion of the order without penalty.
5.5. “Force Majeure” includes, but is not limited to, natural disasters, war, civil unrest, fire, flood, strike, pandemic, governmental actions, embargo, shortage of raw materials, or failure of subcontractors beyond the Supplier’s control.

6. DISPATCH COMPLAINTS

6.1. The Buyer shall inspect the Goods upon receipt.
6.2. Any complaint regarding incorrect delivery, quantity, or apparent damage must be made in writing within fourteen (14) days of receipt.
6.3. Hidden defects must be reported within fourteen (14) days of discovery.
6.4. Failure to notify within the specified time shall constitute acceptance of the Goods.
6.5. Returned Goods must be shipped only after the Supplier’s written authorization, in their original packaging, fully insured, and freight prepaid.

7. ACCEPTANCE TESTS

7.1. The Supplier inspects and tests Goods prior to shipment in accordance with its internal quality procedures.
7.2. If the Buyer requests special tests or factory acceptance tests witnessed by its representatives, such tests must be specified at the time of order and shall be at the Buyer’s expense unless otherwise agreed.
7.3. If the Buyer fails to attend after due notice, the tests shall proceed in its absence and shall be deemed valid.

8. PRICE

8.1. Prices are exclusive of all taxes, duties, and other charges unless otherwise stated.
8.2. Prices quoted but not yet confirmed may be revised to reflect conditions prevailing at the date of dispatch.
8.3. If the price increase exceeds ten percent (10%), the Buyer may cancel the unshipped portion of the order upon written notice.

9. PAYMENT TERMS

9.1. Unless otherwise agreed in writing or secured by a letter of credit, all payments shall be made 100 % in advance prior to delivery. The Supplier shall not be obliged to commence production, procurement, or shipment until full advance payment has been received.

9.2. Payments shall be made in the currency stated in the quotation or order confirmation, by wire transfer to a first-class bank designated by the Supplier. All payments must be made in freely convertible and transferable funds, free of any deductions, charges, or withholdings of any kind.

9.3. Non-payment or late payment of any invoice shall constitute a material breach by the Buyer, entitling the Supplier to suspend further deliveries, cancel the Contract, or retain ownership of the Goods until full payment is received, without prejudice to any claim for damages.

9.4. Interest shall accrue on any overdue amount from the day following the due date until payment in full at a rate equal to the Central Bank of the Republic of Türkiye (TCMB) reference rate plus ten (10) percentage points per annum.

9.5. For Buyers located in Türkiye, if the invoice is issued in a foreign currency (such as USD or EUR) but payment is made in Turkish Lira (TRY), the currency conversion shall be calculated using the TCMB effective selling rate for the relevant currency on the actual payment date. The Buyer shall bear any exchange-rate differences resulting from delays or fluctuations between the invoice date and the payment date.

9.6. Any agreed delivery schedule shall be binding only upon the timely receipt of the advance or milestone payments specified in the quotation or sales order. If the Buyer delays or fails to make such payments, the Supplier shall be entitled to suspend all obligations, including production, procurement, and delivery, until payment is received. Any resulting delay shall automatically extend the delivery schedule by the same duration, and the Supplier shall not be liable for any penalties, liquidated damages, or claims arising from such delay.

10. LETTERS OF CREDIT / BILLS OF EXCHANGE

10.1. Letters of credit shall be irrevocable, confirmed, and payable at sight, issued by first-class banks in accordance with the latest ICC Uniform Customs and Practice for Documentary Credits (UCP 600).
10.2. Bills of exchange drawn by the Supplier shall not constitute a substituted contract.

11. LIMITED WARRANTY

11.1. The Supplier warrants that under normal use and according to the user manual, the Goods (excluding software not embedded by the Supplier) shall, for twelve (12) months from delivery, be free from defects in materials and workmanship and conform to the Supplier’s specifications.
11.2. The Supplier’s sole obligation and the Buyer’s exclusive remedy shall be, at the Supplier’s option, repair, replacement, or credit for the defective Goods.
11.3. Repaired or replaced Goods shall carry the remainder of the original warranty period only.
11.4. This warranty excludes defects resulting from misuse, neglect, improper installation, accident, modification, storage, or handling not in accordance with Supplier’s instructions.
11.5. The express warranty herein is in lieu of all other warranties, express or implied, including merchantability or fitness for a particular purpose.

12. PATENT INDEMNITY

12.1. The Supplier shall defend and indemnify the Buyer against any final award of damages in suits based on claims that the Goods, as supplied, infringe a third-party patent.
12.2. This indemnity applies only if the Buyer promptly notifies the Supplier in writing and grants full authority to conduct the defense.
12.3. The Supplier’s liability shall be limited to obtaining the right for the Buyer to continue using the Goods, replacing them with non-infringing Goods, or granting a credit upon return.
12.4. The Supplier shall not be liable for infringement arising from modifications, combinations with other products, or Buyer’s designs or instructions.

13. LIABILITY

13.1. In no event shall the Supplier be liable for any indirect, incidental, special, or consequential damages, including loss of profit, revenue, or data.
13.2. The Supplier’s total cumulative liability arising out of any Contract shall not exceed five percent (5 %) of the total order value.
13.3. Nothing in this clause shall limit liability for gross negligence or willful misconduct where prohibited by law.

14. RETENTION OF TITLE

14.1. Ownership of the Goods shall remain with the Supplier until full payment is received.
14.2. Risk in the Goods shall transfer to the Buyer upon delivery in accordance with the applicable INCOTERM.
14.3. Until ownership passes, the Buyer shall store the Goods separately and not pledge or encumber them.

15. CONFIDENTIALITY

15.1. The Buyer shall keep all non-public, technical, and commercial information (“Information”) received from the Supplier strictly confidential.
15.2. Information may be disclosed only to employees or contractors who need to know it for contract performance and who are bound by equivalent confidentiality obligations.
15.3. This obligation remains valid for three (3) years from the quotation date or, if a Contract is executed, for three (3) years after its expiration or termination.

16. GOVERNING LAW AND JURISDICTION

16.1. These GCS and any related Contract shall be governed by the laws of the Republic of Türkiye, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG, 1980).
16.2. Any disputes shall be submitted to the exclusive jurisdiction of the Commercial Courts of Ankara. For Buyers located outside Türkiye, all proceedings shall be conducted in English. For Buyers located in Türkiye, all proceedings shall be conducted in Turkish (Türkçe).