TERMS & CONDITIONS

Terms & Conditions

The General Sale Conditions of Dikkan Group

1. The General

In these General Conditions of Sale the following expression shall have the following meanings:

“Dikkan” means; Dikkan Dış Ticaret A.Ş. and the Group Companies,

“Goods” means; the products produced by Dikkan,

“Customer” means; persons or companies that purchase or decide to purchase the goods,

“Offer” means; The text of the offer prepared by Dikkan for the Goods requested to be purchased by the Customer, including the quantity, price and technical specifications, transportation, payment, the estimated time of arrival, the number of the offer, the validity period of the offer,

“Order” means, the purchase request, which includes Dikkan goods and quantities requested by the Customer,

“Order Confirmation” means; the approval of the Customer’s order upon the offer prepared by Dikkan.

These General Conditions of Sale determine the standard conditions regarding the supply of the Goods by Dikkan to the Customer and the rights and obligations between Dikkan and the Customer. Save as otherwise provided in a written agreement, It applies to all offers, orders, order confirmation, sales, and contracts.

All orders to be given by the Customer become valid upon acceptance of these Terms of Sale. Unless otherwise clearly agreed in writing by Dikkan, these Terms of Sale are the exclusive terms applicable to the legal relationship between the Parties.

These conditions are directly applied in the sales relationship between the Customer and Dikkan in the approval of the offer by the Customer, whether or not it is specifically stated at the time of the order in an order form prepared by the Customer or in any other document.

2. The Price Offer & Order

Dikkan’s price offer for the Goods will be valid for …days from the date of receipt by the Customer, unless Dikkan has stated otherwise and has not withdrawn before.

No order shall be binding for Dikkan until accepted in writing or the goods are delivered to the Customer.

The approval of price offer or order or other sales document must be signed by the Customer Representative(s) specified in the Customer Description Form. Otherwise, the relevant document will not be binding for Dikkan. Dikkan may change the conditions of the order without obtaining approval by informing the Customer.

Dikkan can make all types of changes in the technical specifications, materials, and packaging of the Goods to comply with the security or legal sanctions in force.

3. The Price and Payment

The quotation for the goods is as stated in the order. If the price is not specified in the order, the price specified in Dikkan’s Price List and on the date of delivery shall be valid.

Unless otherwise stated, the price does not include transportation and packaging costs, sales taxes. Dikkan can request payment before delivery.

Payment must be made on the due date. If the payment is overdue, a monthly 5% interest for the late payment will be applied to the unpaid amount. Dikkan reserves the right to demand default interest.

Dikkan may suspend any unfulfilled order (or any part or part of it) without any obligation if the payment is not made on time or there are significant indications that the Customer has a payment difficulty.

4. The Delivery, Risk, and Ownership

The delivery is executed in accordance with Incoterms 2020 as specified in the Order Confirmation. Unless otherwise specified in the confirmed order, the delivery time is estimated and Dikkan will not be liable for compensation or other payment if the Goods do/can not reach the Customer on this date. The Customer shall not be entitled to refuse any delivery in whole or in part due to late delivery or non-delivery of any Goods. The Customer can demand the refund of the pre-payment made for undelivered Goods, only if Dikkan accepts in writing that it could not deliver the Goods.

The risk of the Goods passes to the Customer, according to the delivery method of Incoterm 2020 specified in the Order Confirmation. The ownership of the Goods passes to the Customer upon payment of the price of the Goods in full.

The Customer is obliged to comply with the national and international export law, embargo rules, and other restrictions applied in the relevant countries within the scope of the procurement and supply of the Goods. The Customer undertakes to provide Dikkan with all types of information and documents required for import/ export/ domestic shipment. Dikkan is not responsible for the failure to deliver the Goods due to incorrect, incomplete, or late delivery of the required documents.

5. The Examination

The Customer is obliged to examine the Goods within (10) days following the delivery of the Goods, to have it examined if it is necessary and to inform Dikkan whether it is suitable for the Confirmed Order/Offer. If Dikkan is not notified in this direction within the specified period, it is deemed that the Goods have been delivered in accordance with the Confirmed Order, without defects and damage.

6. The Force Majeure

If Dikkan fails to fulfill its obligation due to any event beyond its reasonable control or, If it is delayed in fulfilling this obligation, it is not deemed to have violated the Agreement and therefore does not have any responsibility.

Outage or failure of public services or transportation network; natural disasters, floods, droughts, earthquakes or other natural disasters, epidemic disease; state of war or armed conflict, terrorist attack, riot or civil disobedience; nuclear or chemical explosion; government decision or invention; following the law; halt of production or machinery; demolitions of buildings, fire explosion or accident; restrictions in energy supply; business or trade disputes, strikes, industrial action or lockout; unlawful strike or lockout, unfavorable transport or weather conditions; and/or performance cases not performed by suppliers or subcontractors are events outside of reasonable control.

Dikkan may suspend the shipment in such cases, and If the force majeure lasts for more than 3 months, Dikkan may withdraw the order and annul the contract without any liability.

7. The Warranty

Unless otherwise stated by Dikkan, the warranty period of the Goods is … months following the transfer of risk to the Customer. In case of misuse and third party involvement, or use contrary to the instructions and without precaution, or use of the Goods contrary to its purpose, then the warranty condition expires.

For services, that will be made under the warranty coverage, Dikkan may demand additional costs such as travel, accommodation, testing, and shipping, and invoice these items.

8. The Liability

Dikkan's liability for the Goods is limited to the supply of the Goods following the specifications specified in the Confirmed Offer/Order or, if any, in the relevant Specification.

Although otherwise stated in the contracts, Dikkan is only responsible for a compensation of direct damages limited to the cost of the Goods. It will not be liable for indirect damages such as loss of profit, loss of production, loss of business, or penalty.

Dikkan's total liability, even if stated otherwise in the contract, can not exceed the price paid for the procurement of the Goods and/or for any damages arising from or related to the Contract under all circumstances, or tort (including negligence), or nonfeasance or liability dispute arising other matters.

9. The Termination

Dikkan shall have the right to withdraw any Order, delivery, and/or terminate the Contract without any liability, and by giving a written notification one-sidedly in the event of the following situations, Dikkan reserves the right to indemnify its damages:

(i) If the Customer is overdue with any payment or non-payment,

(ii) If the Customer acts contrary to its obligations specified in these Terms and Sales Conditions and fails to compensate after the notice of Dikkan,

(iii) If the Customer can not continue its business or is in danger of not continuing its business, any agreement with its creditors, declaring/requesting of bankruptcy or requesting its liquidation by applying to the court, or the appointment of a trustee, commissioner or liquidator to the company or the other similar situation with the above.

10. The Intellectual Property Rights

Dikkan and Dikkan Group Companies have the ownership of all types of intellectual property rights regarding the Goods in Dikkan’s portfolio of product, including all types of project, drawings, specifications, and other intellectual property rights and know-how developed in a contractual relationship, presented to the Customer during the purchasing process or developed for the Customer. The supply or procurement of the Goods shall not be interpreted as any right establishment to the Customer, including the license for Dikkan’s products.

The Customer shall not sell the Goods under any trade names or trademarks other than the trade names or signs used by Dikkan. The Customer shall not remove these trade names or trademarks from the products, or can not make any changes or labeling on the product or its packaging.

11. The Confidentiality and Protection of Personal Data

The Parties shall not disclose any commercial, personal, or technical information, document, report, statement, or analysis that are not publicly available to third parties in writing or verbally. The Parties shall not give information to third parties, and shall not make it available to third parties in these matters, and shall not keep them in a form that can be obtained by third parties and/or in places that will allow this. The Confidential Information is based on the “need to know” principle, to business partners who are under a confidentiality obligation. The Customer will ensure that its employee complies with this confidentiality commitment and the Customer will inform its employee on this issue.

Due to the Sale Relationship between the Parties, in cases where the Parties transfer Personal Data to each other, the relevant party in cooperation with the other party accepts and undertakes that: to provide the data owners with the necessary information following the legislation in force and within the scope of the legislation, to receive the necessary permissions and approvals from the relevant persons in the content and format by the legislation, to implement the most up to date and secure process for the transfer and storage of personal data, to take all necessary measures to prevent physical and digital unauthorized access or transfer and inform the other party immediately in case of unauthorized access or improper transfer of personal data, and the damages that may arise from this situation and to minimize that damage caused.

12.  The Final Provisions

Without the written permission of Dikkan; the rights, acts, and obligations arising from the sales relationship can not be transferred or assigned by the Customer to third parties.

If any provision of these Conditions of Sale is found to be invalid, unenforceable, or unreasonable in whole or in part by the decision of the competent authority, that provision will not affect the remaining provisions of the Conditions of Sales.

In the event that Dikkan does not implement any provision of the Conditions of Sale, this situation can not be interpreted as a waiver of Dikkan’s rights.

Notifications made by the Parties must be in writing and made to the contact addresses on the Customer Description Form. If the contact addresses in the Customer Description Form change, the related party must notify the other party within (2) days. Otherwise, notifications made to existing addresses bind the Parties.

These Conditions of Sale, and the sales relationship established between the parties, and the contracts to be concluded will be interpreted following Turkish Law. Turkish Law shall be applied in the resolution of disputes and disputes shall be resolved exclusively in Izmir Courts and Execution Offices. The electronic correspondence between the parties has been considered as evidence following Article 193 of the Code of Civil Procedure. The provisions of the Convention on the International Sale of Goods have been excluded.

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