General Conditions & Privacy Policy

GENERAL CONDITIONS OF SALE, DELIVERY AND PAYMENT OF STU INDUSTRIES CO. LTD.
IN KONYA (TR) AND STU TREYLER DORSE CO. LIMITED IN KONYA, (TR)

1-    General Terms

These general terms of sale are part of all offers and contracts concluded with STU ENDUSTRI TREYLER İTH. İHR. SAN. VE TİC. ŞTİ. and its subsidiaries, including, STU TREYLER DORSE İTH. İHR. LTD. ŞTİ (hereinafter referred to individually as “ STU ”).

1.2. STU informs that the general terms of the other party shall not be applicable. Concluding a contract, the other party agrees that their general terms shall not be applicable. All offers and contracts hall be exclusively governed by these general terms of sale.

1.3. Without STU’s express written consent, any deviations from these general terms and conditions shall not be binding.

1.4. If there are differences between the Dutch, , French, German, Spanish and Russian language versions hereof, the English language version shall prevail.

1.5. If any provision hereof is entirely or partially invalid, the remaining provisions shall remain in force.

1.6. If there is a conflict between the provisions hereof and the provisions of an offer and/or a contract, the provisions of an offer and/or a contract shall prevail.

1.7. If at any time one or more provisions of these General Terms and Conditions prove to be void in full or in part or are otherwise non-enforceable, STU and the other party remain bound to the other provision(s) of these General Terms and Conditions. STU and the other party will replace the void or non-enforceable provision(s) by valid (a) provision(s), whereby the object and purport of the original provision(s) is taken into account as much as possible.

2- Offers & Acceptance

2.1. All offers (and commitments) of (employees and/or representatives of) STU are without obligation and non-binding, unless agreed otherwise in writing.

2.2. If the other party accepts an offer without obligation, STU has the right to revoke the offer within 10 business days after receipt of the acceptance.

2.3. The other party cannot rely on information stated in catalogues, illustrations, drawings, indications of size and weight and such.

2.4. All STU offers (and quotes) shall be of non-committal nature unless a period of validity has been specified in an offer. The offer shall not be valid if a relevant product is no longer available at a given time.

2.5. An order placed at STU by an ordering party shall be binding only if it has been confirmed by STU in writing or promptly after STU has started to process the order.

2.6. Each contract is concluded subject to the condition precedent that STU, based on the obtained information, shall determine that the ordering party is creditworthy.

2.7. If the ordering party wishes to cancel the order for any reason, they are obliged to return the total value of the order to STU.

2.8. The ordering party shall hold STU harmless from any claims, regardless of their nature, that third parties may make against STU because of suffered damage or damage that may be suffered as a result of cancelling the order by the ordering party.

2.9. Minor or common deviations from the obligations to which STU has committed itself with the order confirmation, are permitted.

2.10. All which STU, after consultation with the other party, whether or not laid down in writing, delivers and/or installs during the performance of the agreement in excess of the quantities explicitly laid down in the order confirmation, or performs in excess of the work explicitly laid down in the order confirmation, is considered extra work.

2.11. Changes in the order, regardless of their nature, shall be effective only if they have been agreed in writing by STU and the ordering party.

2.12. If the ordering party, after concluding the contract, wishes to introduce changes thereto, STU shall determine whether such changes might be acceptable and if yes – on what (further) conditions, such changes may be accepted within the framework of the contract.

3- Price

3.1. The prices set by STU in relation to services and/or goods that are to be provided by STU are expressed in euro and are always exclusive of VAT and other costs connected with the sale and delivery, including, but not limited to, government fees, costs connected with transportation, loading and unloading, import duties and excise duties and are based on “ex works” delivery in compliance with Incoterms applicable as of the date of making the offer unless agreed otherwise in writing (in the offer or the contract).

3.2 If the costs that are to be incurred by STU (including, inter alia, costs of materials, raw materials, transportation, energy, exchange rates) increase after the conclusion of the contract but before the delivery (partial or otherwise), STU shall be entitled to increase the price by a proportional percentage.

3.3 The prices quoted by STU in the offer and order confirmation are exclusive of turnover tax and packaging material and other government charges on the sale and delivery.

3.4. If after the order confirmation date one or more cost price factors are increased, even if this is due to foreseeable circumstances, STU is entitled to alter the agreed price accordingly. The aforementioned cost price factors include among other things: taxes, excise duties, import duties, freight charges, devaluation, revaluation, export ban, industrial action and war risk. If the aforementioned price increase occurs within two months after the conclusion of the agreement, the other party has the right to terminate the agreement.

3.5. If the prices are expressed in foreign currency and after Conclusion of the agreement the value of the currency in question compared to the euro changes in a way which is disadvantageous to STU, the prices may be changed provided that the counter value in euros remains equal to the value at the time of conclusion of the agreement.

3.6. In the case of changes in the order, regardless of their nature, STU shall have the right to charge the ordering party with higher costs incurred due to these changes.

4- Term of Delivery

4.1 The delivery time of services and/or products that are to be delivered by STU begins once STU has received the advance payment, a written order confirmation and required information from the ordering party.

4.2 Specified delivery times are indicative and should never be treated as the final time limits.

4.3 The ordering party shall not have the right to compensation for any damage, direct or indirect, regardless of its nature, resulting from exceeding the time limits agreed with or set by STU or from terminating the contract.

4.4. As soon as the products are ready for take-up, the other party will be notified of this in writing by STU. The other party must take up the products within the period stated in STU order confirmation.

4.5 The other party must take up the product, even if individual components, exemption documents and test certificates are not yet available. STU must make the abovementioned still unavailable components and documents available to the other party as soon as reasonably possible.

4.6. In the event that the other party is late in taking up the goods, it is entitled to a further take-up period of eight business days, which takes effect on the first business day following the one on which the other party has received a written demand from STU for taking up the goods. During the further take-up period of eight business days, the other party will not owe any additional costs.

4.7 The other party is required to take up the products on the date on which they are delivered or put at its disposal according to the agreement. If the other party refuses to take up the goods or fails to provide information or instructions necessary for the delivery, the products will be stored for the account and risk of the other party. In that case the other party is required to pay all additional costs, which in any case include storage costs at two percent of the invoice value per week.

4.8 If the other party also fails to take up the products within that extra term, STU has the right to terminate or cancel the agreement concluded after that extra term by a simple written notification to the other party and without judicial intervention being required. The other party is required to compensate STU for all damage and loss incurred due to the late take-up of the products.

4.9. If the other party accepts the products from the STU, this acceptance always must include with a written proof. This is proof that the packaging material is in good condition, unless the other party has entered a note to the contrary on the consignment note or the acknowledgement of receipt.

4.10. If a commissioning trial has been agreed on, it will be held in the presence of the other party. If the commissioning trial has been carried out without there being any specified and wellfounded complaint of the other party, and also if the other party fails to comply with its obligations pursuant to Articles 4.9 and 4.10, the product is deemed to have been accepted.

4.11. As regards the term of delivery, the product is deemed to have been delivered when it is ready for inspection, if inspection was agreed with STU. In other cases, the product is deemed to have been delivered when it is ready for transport, all this after the other party has been informed of this in writing.

4.12. All buyers has rights to demand photo and video for their ordered product and buyers must have education for using product. If they do not come or send some responsible driver to have education this means both parties accept recieving of their products.

4.13. Except for intention or gross negligence on the part of STU, exceeding the term of delivery does not entitle the other party to terminate the agreement in whole or in part. Exceeding the term of delivery – no matter by what cause – does not give the other party the right, without judicial authorisation, to carry out activities for the performance of the agreement or to have these carried out.

5- Force Major

5.1. There is force majeure on the part of STU, if STU, after conclusion of the agreement, is prevented from complying with its obligations under this agreement or the preparation thereof as a consequence of war, war risk, civil war, terrorism, riot, acts of war and wilful damage, fire, water damage, flood, industrial action, factory occupation, lock-out, import and export impeding measures, government measures, mechanical defects, a general lack of necessary raw materials and other products or services necessary for the realisation of the agreed performance, failures in the delivery of energy, whether at the company of STU or at third parties from whom STU must purchase all or part of the necessary materials or raw materials, as well as during storage or transport, whether or not under own management, and furthermore as a consequence of all other causes arising through no fault or outside the control of STU.

5.2. STU also has the right to invoke force majeure, if the circumstance which prevents (further) performance occurs after STU should have fulfilled its obligation.

5.3. During force majeure, STU delivery and other obligations will be suspended. If the period in which performance of the obligations by STU is impossible due to force majeure lasts longer than three months, both parties are entitled to terminate the agreement, without there being any obligation to pay compensation.

6- Termination and Suspension

6.1. If the other party is entitled to terminate the agreement pursuant to Türkiye Civil Code, STU is entitled to demand immediate payment of the raw materials, materials, components and other products which it has reserved, started to process and has manufactured for the performance of the agreement, this with a value that should reasonably be attached thereto. The other party is obliged to compensate and Termination and suspension.

6.2. If the other party fails to fulfil, adequately or timely, any obligation arising from the agreement concluded with STU, or if it is open to serious doubt whether the other party is able to fulfil its contractual obligation, STU is entitled, without any notice of default being required and without judicial intervention, either to suspend the performance of the agreement concerned for no more than three months or to terminate this agreement in whole or in part, such without being obliged to pay any compensation and without prejudice to its other rights.

6.3. During the suspension period, STU is entitled to continue the performance of the agreement or to terminate the agreement in whole or in part. After the end of the suspension period, STU must comply with the agreement or terminate the agreement in whole or in part.

6.4. In case of suspension pursuant to Article 6.2 of these General Terms and Conditions, the agreed price becomes immediately due and payable, after deduction of the instalments already paid and of the costs saved by STU due to the suspension, and STU is entitled to have the raw materials, materials, components and other products which it has reserved, started to process and has manufactured for the performance of the agreement, stored for the account and risk of the other party. In case of termination pursuant to Article 6.3, the agreed price becomes immediately due and payable – if no prior suspension has taken place – with deduction of the instalments already paid and of the costs saved by STU due to the termination, and the other party is required to pay this amount within a term to be set by STU, failing which STU is authorized to have these products stored or sold at the expense and risk of the other party. In the event of a sale, STU is entitled to the proceeds of the sale.

7- Intellectual Property Rights

7.1 Documentation, drawings, moulds, models, illustrations or similar technical specimens are and remain the property of STU, unless agreed otherwise in writing, even if the other party has been charged costs in this regard. The other party is not allowed to make the aforementioned documentation, drawings etc. available to third parties, to make them available for inspection, to copy them, to use them or to make statements about them without the prior written permission of STU. The aforementioned documentation, drawings, etc. must be immediately returned to STU at its first request.

7.2. If STU makes use of documentation, drawings, moulds, models, illustrations or similar technical specimens made available by the other party, the latter warrants to STU that the performance of the assignment will not infringe the intellectual property rights of third parties or misuse the company secrets of third parties. The other party indemnifies STU against claims by third parties on that account.

7.3. For each breach of the provisions of paragraph 9.1, the other party is obliged to pay a penalty of at least EUR 5,000.00 per violation – i.e. every infringing act – without prejudice to STU rights to full compensation and/or performance or termination of the agreement.

8- Retention of title and reservation of risk

8.1. After the product has been delivered within the meaning of Article 4(4), the other party carries the risk for all direct and indirect damage that might be caused to or by this product, except for intent or gross negligence on the part of STU.

8.2. The products delivered by STU remain the property of STU until the other party has complied with the following obligations arising from all purchase agreements concluded with STU:

– the consideration(s) in respect of the product(s) delivered or to be delivered,

– the consideration(s) in respect of the services provided or to be provided by STU pursuant to the agreement(s),

– possible claims on account of non-compliance by the other party of the agreement(s).

8.3. Products delivered by STU, which pursuant to Article 10.2 are covered by the retention of title, are only permitted to be resold within the framework of normal business operations. However, the other party is not entitled to pledge the products or to establish any other right thereon.

8.4. If the other party fails to fulfil its obligations or if there is a well-founded fear that it will fail to do so, STU has the right to re-possess delivered products to which retention of title as meant in Article 10.2 applies, from the other party or from third parties who hold the products for the other party. The other party is required to render all assistance to this under pain of a penalty of a penalty of ten percent per day of the amount payable.

8.5. If third parties wish to establish or enforce any right to the products delivered under retention of title, the other party is required to inform STU as soon as reasonably may be expected.

8.6. At STU first request the other party agrees:

– to insure the products delivered under retention of title and to keep them insured against damage by fire, explosion and water and against theft and to allow inspection of the policy of this insurance;

– to pledge to STU, in the way prescribed in TURKIYE Civil Code, all claims of the other party against insurers in respect of the products delivered under retention of title;

– to pledge to STU, in the way prescribed in TURKIYE Civil Code, the claims which the other party has against its customers from reselling the products delivered by STU under retention of title;

– to mark the products delivered under retention of title as STU property;

– to render assistance in other ways to all reasonable measures which STU wishes to take in order to protect its property rights with respect to the products and which do not unreasonably impede the other party in the normal operation of its business.

9- Payment

9.1 Payment is to be made within the term of payment stipulated, by transferring the amount payable to an account number of STU as indicated on the invoice. Setoff is not permitted. After expiry of the term of payment, the other party is in default; from the moment of being in default the other party is obliged to pay interest on the amount payable at the rate of the statutory interest plus five percent and extrajudicial collection costs on the amount payable (see Article 12.1).

9.2 In the event of liquidation, (an application for) bankruptcy or (an application for) suspension of payments of the other party, or in the event of circumstances in which the recovery of STU claim may reasonably be in danger, the other party’s obligations are immediately due and payable. In all aforementioned cases STU also has the right to discontinue all deliveries and/or all work, to re-possess, take away or retain products delivered and/or processed, without judicial intervention being required.

9.3 Payments made by the other party will always in the first place serve to settle all interests and costs payable, and in the second place to settle due and payable invoices which are longest outstanding, even if the other party states that the payment relates to a later invoice.

9.4 If the other party fails to pay within the set term of payment, it is deemed to be in default by operation of law and without any notice of default being required STU has the right to charge interest at the rate of ten percent per month from the due date.

9.6 Furthermore, in addition to the purchase price and interest of ten percent per month, STU has the right to claim from the other party all judicial and extra judicial collection costs incurred due to overdue payments, which minimally amount to fifteen percent of the principal sum., which minimally amount to fifteen percent of the principal sum.

9.7 Upon placing an order, the ordering party shall receive an advance payment invoice for 25% of the order value, unless agreed otherwise. The due date of the advance payment invoice is seven days from the invoice date.

9.8 Unless the parties agreed otherwise in writing, payments shall be made within 7 days from the invoice date.

9.9 In the case of failure to meet the due date, the ordering party, by virtue of the applicable law, shall be in delay (i.e. payment request and delay notice shall not be required).

9.10 In the case of failure to fulfil the obligations, the ordering party shall owe STU default interest in the amount of %8+3.5% per month from the amount of the invoice or its unpaid part, calculated from the due date to the date on which the payment has been made. Without prejudice to STU’s right to claim effective compensation, in such circumstances, the ordering party is obliged to reimburse to STU for extra-judicial costs connected with debt collection. The extra-judicial costs shall be set at 15% of the principal amount due.

9.11 If the ordering party has brought a claim before a court, including arbitration court, the ordering party is obliged to reimburse STU for the actual costs incurred in the course of proceedings. The provisions of this Article shall be applicable also if the above-mentioned costs exceed the court proceedings costs imposed pursuant to the Turkiye Code of Civil Procedure.

9.12 STU shall have the right to request the payment at any time before or after the delivery.

9.13 At STU’s first request, the ordering party is obliged to provide a sufficient guarantee before STU makes the delivery or starts to make the delivery and/or provide the service. If the ordering party fails to provide an adequate guarantee within the time limit set by STU, STU shall stop its activities, regardless of the provisions of before Article hereof. STU shall not be liable for damage and/or costs resulting from stopping its activities as it takes place only at the expense and risk of the ordering party.

9.14 STU, at its discretion, shall have the right to request, at any time before making the delivery or starting to make the delivery or process the order, sufficient guarantee on the fulfilment of the ordering party’s obligations. The ordering party’s failure to provide a guarantee shall entitle STU to terminate the contract based on the written statement.

9.15 Payments made by the ordering party are used in the first place to reduce all due costs, then due interest, and then to repay due invoices with the longest delay in payment, even if the ordering party declares that the payment relates to a later invoice.

9.16 Upon the ordering party’s failure to fulfil their obligations to STU, all debts of the ordering party owed to STU shall become immediately due.

9.17 The ordering party shall not have the right to suspend or deduct any financial obligations.

9.18 STU shall have the right to deduce, at any time, all its debts owed to the ordering party, regardless of reason, from all debts of the ordering party owed to STU, regardless of the reason.

10- Collection costs

10.1 If the other party is in default or fails to fulfil one or more of its obligations, all reasonable costs incurred to secure settlement out of court are borne by the other party.

The other party is in any case obliged to pay:

– ten percent of the balance payment which mentioned on proforma invoice amount after advance payment,

– fifteen percent on the excess up to EUR 40,000.00 of the invoice amount

– other costs for meeting ( including travelling, hotel, trip and third parties who will be on meeting )

If STU shows to have incurred higher costs, which were reasonably necessary, these likewise qualify for compensation by the other party.

10.2 The other party is obliged to pay to STU all judicial costs incurred by STU in any court, unless unreasonably high. This only applies if STU and the other party conduct judicial proceedings in respect of an agreement to which these general conditions apply and if a decision of the court becomes final and conclusive in which the other party is fully or mainly found at fault.

11- Changes in the Order, Additional and Minor Works

11.1 Changes in the order, regardless of their nature, shall be effective only if they have been agreed in writing by STU and the ordering party.

11.2 If the ordering party, after concluding the contract, wishes to introduce changes thereto, STU shall determine whether such changes might be acceptable and if yes – on what (further) conditions, such changes may be accepted within the framework of the contract.

11.3 In the case of changes in the order, regardless of their nature, STU shall have the right to charge the ordering party with higher costs incurred due to these changes.

12- Warranty and complaint

12.1. For a period of twelve months after the delivery as meant in Article 5, STU warrants the construction, the quality of the material used and the reliability of the new (i.e. not second-hand) products delivered by STU, and in addition – in case there is a question of contracted work – the reliability of the execution thereof; all in accordance with the requirements that, in view of the prior art at the time of manufacture, may be demanded of materials and manufacture or execution of work.

This warranty is limited to replacement or repair free of charge in STU factories or workshops, while all costs of transport and dispatch, if any, with respect to this are borne by the other party. In any case the warranty does not cover defects which occur due to or are in whole or in part the consequence of:

a. a failure to comply with operating and maintenance instructions, or other than the foreseen normal use;

b. normal wear and tear;

c. repairs by third parties including the other party;

d. the application of any government regulation in respect of the nature or quality of materials used.

12.2. If in STU opinion replacement or repair is not possible, STU is at most obliged to pay compensation of the invoice amount in question.

12.3. Defects must be reported in writing as soon as possible after discovery thereof, but at the latest within fourteen days after expiry of the warranty period. If this term is exceeded, any claim against STU in respect of those defects will lapse. Legal action with respect to such matters must be instituted within 1 year after the timely report, on pain of extinction.

12.4. The warranty can only be invoked, if the other party has complied with its obligations arising from the agreement, and consequently has observed all regulations, instructions of use and other instructions in respect of the products.

12.5. Products delivered or used by STU and/or components of those products that have been manufactured or delivered by third parties are only warranted by STU in so far as those goods are warranted to STU by those third parties.

12.6. Compliance by STU with the warranty obligation serves as sole and full compensation, so as never to make STU liable for any other damage or loss whatsoever and for trading loss and/or other consequential loss.

12.7. If STU, in order to comply with its warranty obligations, replaces components/products, the replaced components/products become STU property.

12.8. Unless otherwise agreed, repair or overhaul work or other services carried out by STU are only warranted with respect to the quality of the execution of the work commissioned for a period of six months.

12.9. No warranty is given on the inspections, consultancy work and suchlike services carried out by STU.

12.10 An alleged failure by STU to fulfil its warranty obligations does not release the other party from its obligations arising from any agreement concluded with STU.

13- Liability

STU is only liable towards the other party in the following way:

13.1. Only the liability as provided for in Article 14 (Warranty) of these conditions applies to damage due to defects in products delivered.

13.2. STU is liable if damage has been caused by intent or gross negligence on the part of STU or its employees and/or representatives.

13.3. However, the liability of STU is in all cases limited to the amount of the claims payment made by the insurance, insofar as this liability is covered by its insurance.

13.4. If in a certain case the insurance fails to provide cover or fails to make a claims payment, the liability of STU with respect to products delivered and/or additional provision of services is limited to the invoice value of the products/services delivered.

13.5 STU is never liable for indirect damage, including consequential loss, loss of profits, missing savings and damage because of business stagnation.

14- Ban on sale and delivery in the United States of America and/or Canada

14.1 The other party is prohibited from reselling merchandise it bought from STU and supplying it or making it available in any way whatsoever to customers in the United States of America and/or Canada. This topic had written couse of different dimensions and road regulation rules of USA & Canada.

14.2 The other party must take all necessary measures to prevent merchandise supplied by STU from ending up in the United States of America and/or Canada, and is obligated towards STU to impose this obligation on its customers by means of a perpetual clause.

14.3 For each infraction of the stipulations in paragraphs 1 and 2 of this Article, the other party will forfeit a penalty of EUR 50,000 at minimum without prejudice to STU rights to full compensation.

14.4 The other party indemnifies STU against all claims that users of merchandise produced by STU in the United States of America and/or Canada may enforce against STU should the other party have violated the prohibition set forth in this article.

15- Repairs, right of retention and suchlike

15.1 For the execution of the repair, assembly and/or inspection work to be carried out, STU is entitled to bring the products in its custody to another firm. STU is not liable for damage to products in its custody as a consequence of the transport to such a firm or the stay there.

15.2 STU has the right to retain the products, which are to be and have been repaired, until the repairs have been fully paid for and/or other older claims have been settled. In case of failure of timely settlement of the claim(s), STU has the right to sell these products in settlement of the debt.

16- Dispute resolution

16.1 Any dispute between the other party and STU will be resolved at STU discretion by the Konya Court, location Türkiye, or by the competent court of the location of the other party, unless mandatory jurisdiction rules could impede this choice.

17- Applicable law

17.1All legal relationships, agreements, offers and disputes to which STU is a party are exclusively governed by Türkiye law. The applicability of the Vienna Sales Convention is excluded.

18- Final stipulation

18.1 In case of a difference of opinion about the text of these general conditions of sale the Turkish text is exclusively considered as binding.