GENERAL TERMS AND CONDITIONS OF SALE - TÜRKİYE
1. SCOPE OF GENERAL TERMS AND CONDITIONS AND CONCLUSION OF AGREEMENT
1.1. These General Terms and Conditions of Sale ("GTC") shall apply in full and exclusively to all business relationships, commercial transactions, including all proposals, offers, orders and/or agreements, performed by PLBUNİTED DIŞ TİC. LTD. ŞTİ. with its registered office in Ertuğrul Mah. İzmir Yolu Cad. 128. (270) Sok. Tuşpa Plaza No:2A/46, 16120 Nilüfer, Bursaand registered in the Republic of Türkiye Ministry of Trade under the number MERSİS 0730 0754 8810 0001 between PLBUNİTED DIŞ TİC. LTD. ŞTİ. and/or any of its affiliated undertakings with its registered seat within Europe (hereinafter “PLB UNITED”) and with you as its customer (hereinafter the “Customer”) regarding the delivery of goods or services (the "Products") by PLB UNITED.
1.2. Unless expressly otherwise agreed between PLB UNITED and the Customer in writing, and signed by an authorised representative under the articles of association of PLB UNITED, terms and conditions deviating from these GTC shall not apply to the contractual agreement between PLB UNITED and the Customer, even if the Customer refers to such terms and conditions and PLB UNITED does not expressly object to their applicability. PLB UNITED does not accept general terms and conditions of the Customer and such do not apply to the business relationship between PLB UNITED and the Customer.
1.3. PLB UNITED retains the right to modify these GTC at any time. The updated GTC will be posted on the PLB UNITED website, with the version number, at least 30 days before they become effective.
2. COMMERCIAL OFFERS, ORDERS AND ORDER CONFIRMATIONS
2.1. All prices, commercial offers, and other announcements made by PLB UNITED (hereinafter referred to as "Offers"), including quotations, estimates, preliminary calculations, proposals, advertisements, or any other similar communication, are subject to change, without obligation and are not binding.
2.2. Upon the written acceptance of a purchase order or the order confirmation or proforma invoice shall be considered proof of confirmed purchase orders. The order confirmation and proforma invoice shall be collectively referred to as the "Order Confirmation."
2.3. Individual agreements subject to these GTC between PLB UNITED and the Customer shall become binding only PLB UNITED and the Customer until after the Order Confirmation or a written agreement has been signed or upon the actual execution of such purchase order by PLB UNITED (hereinafter the "Acceptance"). The content of any prospectus or advertisement used by PLB UNITED, including dimensions, weights, properties, services, or prices, shall only become part of an individual agreement subject to these GTC if expressly agreed upon in writing by PLB UNITED and the Customer.
2.4. All purchase and any other conditions of the Customer, regardless of their name or method of transmission, are excluded expressly. The Customer unconditionally waives its rights to invoke such conditions by Acceptance of the purchase order.
2.5. The Customer must verify the Order Confirmation in any event. If the Order Confirmation has not been drawn up in accordance with the order, the Customer shall be required to notify PLB UNITED within 48 hours after dispatch of the Order Confirmation. Any complaints made after this timeframe shall not be accepted, and the delivery will be considered to have been carried out in accordance with the order.
2.6. Natural persons who place an order on behalf of the Customer shall be deemed to have been sufficiently authorized by the Customer and shall warrant the performance by the Customer.
2.7. In the event Offers are drawn up on the basis of information provided by or on behalf of the Customer, PLB UNITED has the right at all times to assume the correctness and completeness of this information. If it later becomes clear that this information was incorrect or incomplete, PLB UNITED will have the right among other things to unilaterally adjust the indicated prices without the Customer having the right to dissolve the agreement. The adjustment is charged without mandatory prior notification of the Customer.
2.8. All information provided by or on behalf of PLB UNITED in or in connection with an Offer remains the property of PLB UNITED and must be returned to PLB UNITED immediately upon request.
2.9. The information referred to in article 2.8 is confidential and exclusively intended for use by the party that requested the information and to whom it was addressed for the evaluation of possible cooperation. Any other use, full or partial release or forwarding to third parties, as well as full or partial printing or reproduction of this information is prohibited, unless expressly agreed otherwise in writing in advance.
2.10. Upon the completion of the commercial transaction, the Customer shall be deemed to have unconditionally received and accepted these GTC, even if the order was placed via telephone or orally. The GTC is readily available on the PLB UNITED website and can be provided free of charge upon request.
3. DELIVERY AND ACCEPTANCE TERMS
3.1. Incoterm EXW (Incoterms 2020) shall apply to deliveries of Products unless expressly agreed otherwise in writing and signed by an authorised
representative of PLB UNITED, delivery place and delivery conditions shall take place as written on the Order Confirmation, within the target term of 6 months. In case of transactions involving more than two parties, PLB UNITED and the Customer shall always agree on the applicable Incoterm provisions in writing.
3.2. The delivery terms stated by PLB UNITED are merely indicative unless expressly agreed otherwise in writing. The Customer expressly forsakes the right to claim compensation, claim dissolution or transfer of possession, unless late delivery would be unreasonable with the exception of the cases referred to in article 10.
3.3. Without prejudice to article 8, the Customer accepts a difference of 10% above or below the number of Products ordered when compared to the number of Products delivered by PLB UNITED, irrespective of whether this is confirmed in the Order Confirmation.
3.4. The classifications (partial deliveries) will be issued in such a manner that PLB UNITED is able to perform the contract.
3.5. The Customer is required to take receipt of the Products immediately, inspect them and check the numbers within 24 hours after receipt, whereafter the numbers are deemed to have been delivered in accordance with the order Confirmation.
3.6. Natural persons who perform the acceptance of the Products of the order on behalf of the Customer are always considered to have been sufficiently authorised by the Customer. Signing any kind of delivery documents such as a delivery note, packing list, invoice, bill of lading, or written communication of acceptance of the Products shall be considered as the delivery in full of the Products.
3.7. Unless PLB UNITED and the Customer expressly agree otherwise in writing:
3.7.1. TheCustomershallbearallcostsfortransportationaswellascostsinrelationtoimportandexportclearances(includingrespectiveimportand export duties); and
3.7.2. The Customer shall be responsible for any formalities in relation to required import and export clearances (e.g. registration of products or operating licenses).
COMMERCIAL OFFERS, ORDERS AND ORDER CONFIRMATIONS
3.8. Delivery shall be made in accordance with the GTC valid on the date of the Acceptance.
3.9. All information provided by PLB UNITED on the time of delivery is non-binding. PLB UNITED and the Customer may however agree on a specific delivery time in writing. In such case, PLB UNITED shall have complied with such delivery time if PLB UNITED dispatched or placed at the disposal of the Customer the Products on or before the expiry of such delivery time.
3.10. If PLB UNITED is delinquent with respect to the delivery of Products, the Customer shall grant to PLB UNITED a reasonable grace period in writing whereby such grace period shall last at least twelve weeks. The Customer may only cancel an individual agreement subject to these GTC after such grace period has expired without PLB UNITED delivering the Products in accordance with such individual agreement. The Customer should not claim damages due to a delinquent delivery by PLB UNITED.
3.11. A failure or delay by the Customer to accept delivered Products by PLB UNITED does not release the Customer from its obligation to pay the purchase price of such Products when due. In such cases, PLB UNITED will store affected Products at the risk and expense of the Customer. PLB UNITED will insure stored Products at the request of the Customer, but only to the extent the Customer has already paid respective costs to PLB UNITED in full.
3.12. PLB UNITED shall be entitled to make partial deliveries and render partial services at any time. PLB UNITED shall furthermore be entitled to issue partial invoices for such partial deliveries and partial services.
3.13. PLB UNITED is entitled to partially or fully use third parties for the fulfilment of an agreement at any time.
3.14. PLB UNITED is not obliged to fulfil an agreement if national or international regulations of foreign trade law, embargos and/or other sanctions prevent
the fulfilment of such agreement. It is the responsibility of the Customer to procure export licenses required for the delivery of Products. PLB UNITED will support the Customer to the best of its ability and provide all declarations and documents required. If the Customer cannot obtain required export licenses within a reasonable period of time or if granted export licenses are being revoked, the Customer and PLB UNITED will aim to agree on an alternative solution. Resulting additional costs of such alternative solution shall be borne by the Customer. The Customer may not make claims against PLB UNITED due to export licenses obtained too late or revoked.
3.15. Without prejudice to article 3.3, the Customer accepts the tolerances as regards the Products delivered. These tolerances are not considered to be a defect on the part of PLB UNITED and cannot be set off or charged.
3.16. If PLB UNITED considers such necessary, the Products will be packaged by PLB UNITED in accordance with the practices generally applied within the sector, unless the Customer has notified PLB UNITED at the latest at the moment of the conclusion of the agreement of specific requirements concerning the required packaging units, the required characteristics or the nature of the packaging, and has provided information concerning the surcharge and handling methods of the packaged Products that have been applied.
3.17. Return packaging always remains the property of PLB UNITED even if it has been charged to the Customer, and is stored by the Customer free of charge. The Customer is obliged to return the return packaging in the same condition it received this packaging. When signing the delivery order or dispatch note, the Customer acknowledges that it has received the return packaging in perfect condition.
3.18. PLB UNITED reserves the right to charge the Customer a deposit per item of return packaging delivered.
3.19. When returning the return packaging, the Customer receives a credit note concerning the packaging charged while deducting any costs resulting from damage.
4. COMPLAINTS AND PRODUCTS DEVIATIONS
4.1. All complaints submitted by the Customer with respect to the Products (excluding services) must state the invoice number, unique identification number, production date and batch number (hereinafter they are called “Tracking Data”) attached to the Products or their packaging. If the Tracking Data is not stated, the complaint will be deemed to not have been received and does not in any way entitle to any suspension or interruption of relevant terms.
4.2. Complaints concerning any visible defects are only valid if they were submitted by the Customer in writing within 48 hours after receipt of the Products and the Products have not undergone manipulation or were taken into use.
4.3. PLB UNITED only guarantees hidden defects if it has knowledge of them. That knowledge is not assumed, the Customer has to demonstrate it. The responsibility of PLB UNITED is limited in any event to a period of 6 months after delivery. Defects that are discovered after delivery are assumed, subject to evidence to the contrary (to be delivered by the Customer), not to have existed at the moment of delivery and/or to be the result of incorrect manipulation by the Customer.
4.4. PLB UNITED reserves the right to replace the defective Products as a result of which all further claims of the Customer lapse in case of both visible and invisible defects.
4.5. Returns can only take place with the written approval of PLB UNITED and does not comprise an admission on the part of PLB UNITED. Products must be sent back in their original packaging free from freight and costs.
4.6. With the exception of deceit, intentional error or severe error, PLB UNITED is not liable for or obliged to compensate immaterial, indirect or consequential losses, including without limitation lost profit, lost sales, lost income, production limitations, administrative and personnel expenses, an increase in the general costs, loss of customers, reputational damage or claims from third parties, and PLB UNITED’s contractual and noncontractual liability towards the Customer is in any event always limited to the invoiced value excluding VAT, other duties, any other costs and taxes.
4.7. Products can be deemed deviated if Products’ specifications fall outside of the specified tolerance if any.
4.8. Deviations between on the one hand the Products delivered and on the other hand goods, samples, demonstration models or images that were delivered previously cannot constitute a ground for rejection, discount, dissolution of the agreement or compensation if they are of minor importance.
4.9. Deviations between on the one hand the Products delivered and on the other hand the original design, drawing, copy or model cannot constitute a ground for rejection, discount, dissolution of the agreement or compensation if they are of minor importance.
4.10. When assessing the question of whether deviations should be considered minor when compared to the total of the work, a representative random sample from the work is taken into account, unless it concerns Products determined individually.
4.11. Deviations that have no or a subordinate influence on the value in use of the work taking all circumstances into consideration, are always considered to be deviations of minor importance. Deviations in the colour and weight of the Products delivered by PLB UNITED are always considered to be deviations of minor importance.
4.12. Deviations in the materials used by PLB UNITED and semi-finished products that are allowed under the GTC applicable to the delivery of these materials and semi-finished products are considered to be deviations of minor importance. PLB UNITED will send the Customer at its request a copy of the relevant conditions.
5. PRICES, TERMS OF PAYMENT AND INVOICING
5.1. Unless otherwise agreed, all prices are net prices excluding any statutory value-added tax, and other taxes or duties as well as excluding costs for
packaging, transport costs, any processing fees, charges and/or levies. All additional costs such as any statutory value-added tax, other taxes or duties as well as costs for packaging, transport costs, any processing fees, charges and/or levies that concern the Products delivered or the transport thereof are fully for the account of the Customer.
5.2. PLB UNITED may transmit invoices either by mail or electronically (e.g. by email). The Customer expressly agrees to the electronic transmission of invoices by notifying to PLB UNITED its email address. The Customer shall notify any changes to PLB UNITED in writing.
5.3. Unless expressly agreed otherwise in writing, the Customer shall pay invoiced amounts in cash, without deductions and free of charges at PLB UNITED’s registered office in the currency stated on the invoice, and payment must be made by means of transfer to the bank account stated on the invoice, unless other payment conditions were agreed expressly in writing between the Customer and PLB UNITED.
5.4. All payments shall be made at any risk and expense of the Customer. The Customer shall only have fulfilled its payment obligation if PLB UNITED has received invoiced amounts in full and irrevocably at the account notified by PLB UNITED to the Customer.
5.5. The Customer may not retain payments based on its claims or set off its claims (except to the extent its claims have been acknowledged by PLB UNITED in writing or have been legally determined).
5.6. PLB UNITED expressly reserves the right to increase the price agreed with the Customer if during the term of the agreement one or more costs undergo an increase (including without limitation the prices of freight, insurance rates, production costs, currency fluctuations, prices of raw materials, energy prices and wage costs), irrespective of the cause of this increase.
5.7. As from the due date, if the Customer does not fulfill its payment obligations in full and/or the creditworthiness of the Customer deteriorates, PLB UNITED shall be entitled, without prejudice to any other rights of PLB UNITED, (i) to terminate individual agreements subject to these GTC or withhold deliveries to the Customer, (ii) to demand advance payments, (iii) to demand adequate security and (iv) to charge default interest in the amount of 12 % of the debt or if higher, PLB UNITED's corresponding credit procurement costs. Furthermore, the Customer shall bear all costs in connection with collecting outstanding invoiced amounts, in particular dunning, collection, survey and enquiry costs as well as lawyers' and litigation costs.
5.8. A fixed fee will also be payable by operation of law and without notice of default amounting to 10% of the payable invoice amount subject to a minimum of EUR 250 without prejudice to PLB UNITED’s right to claim a higher compensation subject to evidence of higher losses actually sustained. PLB UNITED has the right at all times to claim back from the Customer the collection costs that have become payable as a result of late payment by the Customer.
5.9. In case of non-payment of an invoice on the due date, all claims against the Customer that have not become due, irrespective of the agreement to which they pertain, become immediately due and payable by operation of law and without notice of default. If instalments were given or bills of exchange were signed, either in this agreement or in another agreement, all payable amounts of any agreement whatsoever, will be due and payable immediately by operation of law and without notice of default if one instalment was not paid or if one bill of exchange was not paid on the due date.
5.10. Bills of exchange or securities that were accepted do not result in a breach of these GTC or in substitution of one debt for another.
5.11. The invoice date applies as delivery date subject to evidence to the contrary to be delivered by the Customer.
5.12. If the Customer fails to comply with its obligations, PLB UNITED reserves the right to suspend or cancel each performance of an order or all deliveries, also in the event a fixed delivery time has been agreed, without losing the right to payment and without prejudice to the higher stipulated compensation and default interest. Such suspension or dissolution takes place by operation of law and without notice of default and will be notified to the Customer by means of a letter. Any advance payments remain PLB UNITED’s.
5.13. Complaints about invoices must be notified to PLB UNITED in writing within 8 days after receipt of the invoice.
5.14. PLB UNITED always has the right, before starting performance of the order or before delivery or continuing the delivery or the performance of the order, to demand an advance payment or another form of security that is sufficient in the opinion of PLB UNITED for compliance with the Customer’s payment obligations. Refusal on the part of the Customer to pay the advance payment that has been requested or to provide the security that has been demanded entitles PLB UNITED to suspend or dissolve the agreement, without prejudice to PLB UNITED’s right to compensation of costs and lost profit. Such dissolution takes place by operation of law and without notice of default and will be notified to the Customer by means of a letter. Any advance payments remain PLB UNITED’s.
6. TAX PROVISIONS
6.1. In the case of deliveries of Products to domestic market, the Customer shall notify PLB UNITED of its VAT identification number.
6.2. In the case of transit trade of Products to other countries, unless otherwise agreed, all additional costs such as any statutory value-added tax, other taxes, transport costs, any processing fees, charges and/or levies that concern the Products delivered or the transport thereof are fully for the account of the Customer.
6.3. In the case of deliveries within the country, tax exemption can only be granted if the legal requirements are fulfilled at the time of delivery of the Products.
6.4. The Customer shall unsolicited and in a suitable form provide PLB UNITED with all (transport) proofs, documents and deeds which are necessary for PLB UNITED to obtain a VAT exemption in relation to deliveries or exports within the countriy. If the Customer or an authorized representative of the Customer picks up the Products, the relevant documents shall be presented to PLB UNITED at the time of the pick-up of the Products.
6.5. If the Customer does not comply with this obligation pursuant to Article 6.3:
6.5.1. PLB UNITED shall have the right to immediately invoice any VAT payable by the Customer; and
6.5.2. The Customer shall indemnify and hold PLB UNITED completely harmless against any resulting disadvantages and damages; in particular, in the event of an audit by any competent tax authority and subsequent refusal of tax exemption, the Customer shall immediately pay the turnover tax invoiced by PLB UNITED subsequently and separately.
6.6. The Customer shall inform PLB UNITED immediately if withholding tax is due in the Customer's country of residence in relation to the delivery of Products. Upon receipt of this information, PLB UNITED shall immediately provide the Customer all documents necessary to obtain a tax reduction, tax exemption or applicability of a zero-tax rate for the goods or services supplied. It is the Customer's responsibility to ensure that the tax authorities in the Customer's country of residence receive all necessary information in a timely manner so that no or reduced withholding tax is being levied with respect to the services or deliveries of PLB UNITED.
6.7. The Customer shall fully indemnify, defend and hold PLB UNITED harmless from and against any withholding tax to be borne by PLB UNITED.
6.8. The Customer shall be liable for all tax claims arising from incorrect information provided by the Customer.
6.9. Future tax or legal changes shall not be borne by PLB UNITED; taxes and duties resulting from such tax or legal changes shall be borne by the Customer in full. The Customer shall ensure that these taxes are duly reported and paid.
6.10. The Customer may request PLB UNITED to deliver and invoice to a certain thirdparty, including without limitation companies affiliated with the Customer and its subcontractors. The relevant delivery and invoicing to this third party take place in any event exclusively for the risk of the Customer, in which case the Customer is liable for all debts of that third party to PLB UNITED that concern the performance of the agreement between PLB UNITED and the Customer.
7. WARRANTY
7.1. PLB UNITED warrants that the Products are delivered, in accordance with the relevant order confirmation or individual agreement and comply with the agreed specifications (for certain products defines in TDS and SDS documents of the products) or a provided sample, if any, at the time of delivery. PLB UNITED does not make and hereby disclaims any and all other warranties with respect to the Products (including without limitation the material used for them), whether express or implied, statutory or otherwise, including without limitation implied warranties of merchantability, fitness for a particular use or purpose and technical performance, even if PLB UNITED has suggested modifications to drawings and samples provided by the Customer. For Products that are manufactured according to specifications provided by the Customer, the Customer guarantees that no IP Rights of third parties are infringed by the manufacture of such Products. PLB UNITED shall have no duty to check and/or warn the Customer regarding any material and data used by PLB UNITED but provided by the Customer.
7.2. The Customer acknowledges that variations occur within the same production batch or within different production batches of the same Product. Unless expressly agreed otherwise, products that are within such variations are therefore deemed to be in line with Product specifications.
7.3. PLB UNITED is not responsible and accepts no liability for incorrect and/or insufficient information contained in technical documents, product descriptions, sales brochures, descriptions of use or other documents prepared by the Customer or handed over or otherwise made available to a customer or user of the Customer. This shall also apply if PLB UNITED has authorized these documents or given its consent thereto.
7.4. PLB UNITED's warranty obligation shall solely consist, at PLB UNITED's option, either in the correction or replacement of defective Products. The warranty period shall be six months from the delivery time of respective defective Products. In case of a replacement of Products, PLB UNITED shall deliver replacement Products to the same place of delivery as the initial delivery. If PLB UNITED corrects or replaces Products under warranty, the Customer is entitled to a new warranty period of six months from the date of the correction or replacement. All warranty obligations of PLB UNITED shall end no later than twelve months after the time of delivery of the initial Products.
7.5. PLB UNITED's warranty obligation only applies in relation to defective Products having been subject to normal operating conditions and normal use. PLB UNITED's warranty obligation therefore ceases in case of improper use or storage of Products, damage or modifications of Products by third parties or their agents or if the Customer itself or third parties carry out modifications or repairs to Products without the prior written consent of PLB UNITED. In the event of defects, the Customer is obliged to first accept, properly unload and store delivery items.
7.6. The Customer shall inspect the Products or have them inspected immediately after delivery in accordance with the agreed Incoterm provisions. The Customer shall lose its right to warranty if it does not notify PLB UNITED of defects without undue delay after the time at which it has discovered or should have discovered defects with respect to Products and, in doing so, precisely describes the nature of such defects. The Customer shall in any case lose its right to warranty if it does not notify PLB UNITED of defects within ten calendar days from delivery of the respective Products at the latest or, to the extent defects could not have been detected by the Customer despite proper inspection and were not actually detected (hidden defects), before processing or the sale of such Products by the Customer.
7.7. Upon notifying PLB UNITED of a defect, the Customer shall grant PLB UNITED a reasonable period of time, being not less than eight weeks, to correct or replace the respective defective Products.
7.8. Insofar as PLB UNITED corrects or replaces defective Products in accordance with the terms of this Article 7 or if the Customer rejects the correction or replacement of defective Products, the Customer may neither exercise a right to a price reduction nor cancel the respective individual agreement subject to these GTC.
7.9. The Customer shall bear the burden of proof regarding any defects in relation to the Products at the time of delivery.
7.10. The Customer may not assign its warranty claims.
8. LIABILITY
8.1. Anything in these GTC to the contrary notwithstanding, PLB UNITED shall only be liable for its own wilful and grossly negligent behaviour. Further, the liability of PLB UNITED with regard to all claims resulting from these GTC or an individual agreement subject to these GTC, regardless of the legal grounds, shall always be limited to a total of 10 % of the respective net order value of such individual agreement subject to these GTC. The Customer may not make any claims for damages in excess of such amount.
8.2. PLB UNITED shall under no circumstances be liable (whether in contract, tort or otherwise) for (i) loss of profit, loss of production or earnings, loss of use, business interruption, loss of orders, loss of information and data or contractual claims of third parties against the Customer, (ii) indirect or consequential loss or damage, whether or not the other party and PLB UNITED contemplated such loss or damage when entering into an individual agreement subject to these GTC and whether such loss or damage was incurred by the other party in connection with an individual agreement subject to these GTC and/or its performance; and (iii) any pecuniary loss.
8.3. The limitation of liability pursuant to Articles 8.1 and 8.2 shall not apply in case of (i) claims due to injury to life, limb and/or health arising from applicable mandatory law, (ii) willful behavior or (iii) in the event of other applicable mandatory law requiring a more extensive liability of PLB UNITED in which case the liability shall be limited to the minimum required under such applicable mandatory law.
8.4. Claims for damages by the Customer shall become time-barred six months after the Customer's first becoming aware of the damage and the damaging party.
8.5. The Customer may not assign claims for damages.
8.6. The Customer waives its recourse claims against PLB UNITED based on claims arising from product liability. In this respect, it shall fully indemnify, defend and hold PLB UNITED harmless.
9. RETENTION OF TITLE
9.1. PLB UNITED reserves its title to all Products until the Customer has completely fulfilled all its present and future obligations in connection with the business relationship between the Customer and PLB UNITED, including payment obligations arising in connection with balances of current accounts, without limitation payment of the price, costs, interest and any compensation. This shall also apply, if the Customer has made designated payments on specific claims of PLB UNITED.
9.2. As long as such ownership continues to vest in PLB UNITED, the Customer does not have the right to alter the Products by subjecting them to the sales process or the production process or by integrating them in another product or to mix them in any other way.
9.3. The risks of the loss or the destruction of the Products to be delivered pass to the Customer in full pursuant to the provisions of article 3. The Customer is obliged to ensure the Products coming under the retention of title against all usual risks at its own expense and submit the insurance policy to PLB UNITED for inspection upon first request.
9.4. Until payment pursuant to all agreements between PLB UNITED and the Customer has been carried out in full, (i) the Customer shall handle Products with care and store them properly and shall keep the PLB UNITED Products in good faith, (ii) in case of sale of the Products by the Customer, it will keep the proceeds of this sale in a bank account opened specifically for this purpose for the benefit of PLB UNITED, (iii) PLB UNITED has the right trace all such proceeds from the sale by the Customer via the bank account or any other account, (iv) in the event of the sale of Products within the context of the customary business operations, the Customer will transfer its rights to claim the sale price back from the relevant third parties to PLB UNITED, if such is requested in writing by PLB UNITED.
9.5. Until payment has been performed in full, the Customer will keep the Products as custodian on behalf of PLB UNITED in a fiduciary role and it is the Customer’s responsibility to keep the Products in a good condition and a good state of repair for its own account; the Products will be separated clearly from the other assets and clearly marked as being the property of PLB UNITED.
9.6. Until the moment at which the title to ownership is transferred to the Customer, PLB UNITED will have the absolute right to take the Products back, to sell them, to process them or alienate all or part of the Products, in which connection the title to ownership remains PLB UNITED’s. In implementation of the matters set out above, PLB UNITED, or any of its employees, agents or authorised representatives, has the right at any time to enter the locations where the Products or part thereof are located without prior notification, or is reasonably assumed to be allowed with a view to removing the Products to remove these from such locations and/or in relevant cases the Customer is obliged to pay the proceeds it was keeping on a fiduciary basis for PLB UNITED in accordance with this article. PLB UNITED has the right to apply for a court order in order to prevent the Customer from selling, relocating or otherwise alienating the Products.
9.7. The rights of the Customer as an imminent buyer to acquire the Products will end on the earlier of the following dates: (i) on the due date of the agreed credit period if applicable; (ii) if it concerns a company that has been declared bankrupt or that performs any act that allows for a bankruptcy petition or if the Customer is liquidated or if the Customer terminates its commercial activities; (iii) if the Customer as an imminent buyer is a company that performs any act or omission that gives a receiver the right to acquire control of the Products or that gives any other person the right to submit an application for the dissolution of the company or to submit an application for appointment of an administrator.
9.8. If a recipient or manager or any other person acting on behalf of the imminent buyer/Customer attempts in any way to reject PLB UNITED’s entitlement to these Products or attempts to claim that this conditional sale represents an amount of the Customer imminent assets, this person will pay the seller as agreed, as well as compensation in connection with defamation in the amount of the agreed price of the Products involved.
9.9. If the Customer does not fulfill its payment obligations against PLB UNITED in whole or in part, PLB UNITED shall be entitled to take back the Products after setting a grace period. This also applies if PLB UNITED decides not to cancel the respective agreement subject to these GTC.
9.10. Any assertion of its retention of title claim shall only constitute cancellation of an agreement subject to these GTC if PLB UNITED expressly declares such cancellation. To the extent permitted by law, PLB UNITED shall be entitled to claim from the Customer all costs incurred as a result of taking back Products as well as a processing fee of 20% of the respective purchase prices in each case of taking back Products.
9.11. The Customer shall bear the full risk in relation to Products, in particular the risk of their destruction, loss or deterioration.
10. FORCE MAJEURE
10.1. In the event that any circumstances beyond the control of PLB UNITED occur which reasonable could not have been foreseen by PLB UNITED, such as natural disasters, war, labor disputes (including strikes), hacker attacks, traffic and operational disruptions, fire and explosion damage, government import, export and trade restrictions, unavailability of fuels, energy, raw materials, supplies, or means of transportation, epidemics or pandemics (including without limitation severe acute respiratory syndrome related coronavirus (Coronavirus, i.e. SARS-CoV-1 and SARSCoV-2 (Covid-19)) or government orders and which prevent or hinder PLB UNITED's performance of its contractual obligations (a "Force Majeure Event"), PLB UNITED shall be relieved from its contractual obligations for the duration of such Force Majeure Event and to the extent of its effects. This shall also apply if a Force Majeure Event occurs at a subcontractor of PLB UNITED and PLB UNITED therefore cannot fulfil its contractual obligations. The obligation to make payments is not affected by this suspension.
10.2. PLB UNITED must therefore only resume to fulfil its obligations after such Force Majeure Event has passed. However, such an extension of time shall not affect the term of an individual agreement subject to these GTC between PLB UNITED and the Customer.
10.3. In the event of a Force Majeure Event, PLB UNITED shall:
10.3.1.notify the Customer in writing as soon as possible, at the latest ten calendar days after becoming aware of a Force Majeure Event, of the occurrence of such Force Majeure Event whereby it shall also describe in reasonable detail the circumstances and estimated period of the expected delay in performance. PLB UNITED is not obliged to demonstrate that the circumstances are not attributable or not foreseeable.
10.3.2.make commercially reasonable and proportionate efforts to fulfil (or resume) its obligations as soon as possible (and to the extent possible).
10.4. PLB UNITED shall be entitled to an extension of the deadline for the performance of its obligations and the (pro-rata) payment of the (partial) supplies and services already provided and the costs incurred. The Customer’s obligation towards PLB UNITED comprises a payment obligation, which means that force majeure on the part of the Customer is excluded expressly.
10.5. Should a Force Majeure Event last more than two months, PLB UNITED and the Customer shall have the right to terminate affected individual agreements, without judicial intervention by means of a registered letter without either of the parties being entitled to compensation of the loss sustained or to be sustained as a result of the dissolution, subject to these GTC. In such case, PLB UNITED and Customer shall not have the right to claim damages for total or partial non-performance of such an individual agreement.
10.6. If PLB UNITED is unable to comply with this agreement permanently or temporarily after it has been concluded as a result of force majeure or as a result of unforeseen circumstances, PLB UNITED will have the right to claim, and the Customer commits to this, that the content of the agreement will be amended to such an extent that performance remains possible.
10.7. In addition, PLB UNITED has the right to suspend compliance with its obligation and it will not be in default if it is temporarily prevented from complying with its obligations as a result of a change in circumstances that could not be expected within reason at the time of the conclusion of the agreement and that are beyond its control.
10.8. After the end of the Force Majeure Event, if needed, PLB UNITED and the Customer shall mutually agree on a possible subsequent delivery for any deliveries not affected during the period of the Force Majeure Event, considering the interests of both parties.
11. TEST OF PRODUCTS, PRODUCT SPECIFICATIONS AND TOLERANCES
11.1. Any tests to be carried out in relation to Products (mechanical tests, technical tests, etc.) shall only be carried out by PLB UNITED on the basis of an express and written agreement between PLB UNITED and the Customer.
11.2. Unless PLB UNITED and the Customer expressly agree otherwise in writing, the Customer shall bear all costs incurred by PLB UNITED in connection with such tests. PLB UNITED is not obliged in any way to carry out these tests.
11.3. PLB UNITED carries out the necessary tests in the area of the quality of the Products to the best of its abilities.
11.4. The Customer may acquire the results of the Products’ tests, specifications and tolerances upon request.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. The Customer acknowledges that all Products sold or developed and/or designed by or on behalf of PLB UNITED may be legally protected. Industrial and intellectual property rights, including but not limited to patents, inventions, copyrights, trademarks, trade names, domain names, models, ideas, concepts, drawings, computer software, database rights, confidential information (including know-how and trade secrets), and any similar or equivalent rights or forms of protection that exist now or in the future anywhere in the world whether registered or unregistered, and including all applications and renewals or extensions thereof hereinafter referred to as “IP Rights”. PLB UNITED reserves all IP Rights to the Products and components of the Products (including all improvements as well as changes to the structure or design of the Products and components of the Products), and concerning pending patent applications, even if such originated in connection with an individual agreement subject to these GTC. An individual agreement subject to these GTC does not grant to the Customer a license regarding PLB UNITED's IP Rights. The Customer shall not reverse engineer the Products.
12.2. The Customer is not entitled to use trademarks and/or protected names of PLB UNITED. In particular, the Customer may not include such in its (registered) names and logos. PLB UNITED reserves the right to state its name as author or entitled party on its Products.
12.3. PLB UNITED hereby grants the Customer a non-exclusive, temporary license to use, sell, offer for sale in the country where the Customer is established, process and alter the Products to be delivered, unless expressly agreed otherwise in writing.
12.4. All IP rights of use of PLB UNITED to production, engineering, documentation or know-how shall always remain with PLB UNITED without restriction. Any documentation provided by PLB UNITED to the Customer may not be edited, copied, reproduced, translated into another language, disseminated or processed (print, photocopy, microfilm or other processes), either in whole or in part, whether electronically or by any other means unless PLB UNITED provided its prior written consent in relation thereto.
12.5. Intellectual property protected by Article 7 may not be used for the manufacture of spare parts or replacement parts by the Customer or by third parties engaged by the Customer.
12.6. The Customer guarantees that any material and/or information provided or made available by it to PLB UNITED as well as all Products and prototypes designed, created or manufactured for the Customer do not infringe the IP rights of PLB UNITED and third parties. PLB UNITED shall therefore not have an obligation to inspect such material, information or Products in relation to whether these infringe the rights of third parties. The Customer hereby undertakes to fully indemnify and hold harmless PLB UNITED, if PLB UNITED is held liable by a third party in connection with the use of such material and/or information provided or made available by the Customer or Products produced. The Customer hereby grants PLB UNITED a worldwide, non- exclusive, perpetual, fully paid, irrevocable, transferable license to use the items of property for the production of the Products to be delivered to the Customer.
12.7. The provisions of this Article 7 shall also apply after the expiry or termination of a respective individual agreement subject to these GTC between PLB UNITED and the Customer.
13. CONFIDENTIALITY
13.1. The Customer commits that all information irrespective of its format, disclosed by PLB UNITED to the Customer or of which the Customer has become aware in the course of the business relationship with PLB UNITED (hereinafter referred to as "Confidential Information") shall be deemed to be confidential unless it is expressly marked as non-confidential by PLB UNITED at the time of its disclosure or is obviously non-confidential in nature. PLB UNITED reserves all rights in the Confidential Information and such Confidential Information shall remain the property of PLB UNITED.
13.2. Without PLB UNITED's prior written consent, the Customer may not use Confidential Information for any purpose other than the performance of an individual agreement being subject to these GTC or pass on Confidential Information to third parties or disclose it to third parties.
13.3. All Confidential Information that is released, directly or indirectly, while applying these GTC remains the exclusive property of PLB UNITED.
13.4. The foregoing confidentiality obligation shall not apply to Confidential Information that:
13.4.1.was already lawfully in the possession of the Customer prior to the disclosure to the Customer;
13.4.2.was already publicly accessible or generally known prior to the disclosure to the Customer;
13.4.3.the Customer has lawfully received from a third party not subject to a corresponding duty of confidentiality after its disclosure to the Customer; or
13.4.4.which became publicly accessible or generally known after its disclosure to the Customer without the Customer being responsible for this.
13.5. Publications by the Customer relating to or in connection with Products or the business relationship between PLB UNITED and the Customer require the prior written consent of PLB UNITED.
13.6. The confidentiality undertaking pursuant to this Article 13 shall remain in effect even after termination or expiry of an individual agreement being subject to these GTC.
13.7. The Customer shall destroy Confidential Information immediately upon PLB UNITED's request, at the latest, however, upon termination of the respective individual agreement subject to these GTC (to the extent actually possible and legally permissible). The Customer shall not retain any records other than backup copies of electronic information that cannot be deleted and Confidential Information that must be retained and/or disclosed due to mandatory legal and/or regulatory provisions.
14. DATA PROTECTION
14.1. PLB UNITED’s processing of personal data is subject to the provisions of a separate Privacy Statement, which is available at PLB UNITED website, www.plbunited.com
14.2. The Customer undertakes to comply with all applicable provisions of data protection law and to ensure that these are also complied with by its employees, contractual partners and other vicarious agents and third parties engaged by it.
14.3. The Customer is aware that electronic communication (e.g. email) is subject to security risks. The Customer will therefore not raise any claims related to electronic communication or based on the lack of encryption of such electronic communication.
14.4. The Customer shall not pass on its access data to PLB UNITED web portals to third parties. If an employee of the Customer drops out, the Customer shall notify PLB UNITED thereof and change the access data immediately. The Customer shall change passwords at regular intervals.
15. TERMINATION
15.1. Unless expressly agreed otherwise, PLB UNITED may terminate individual agreements subject to these GTC (other than fixed term agreements) at the end of a calendar month by giving one-month prior notice. PLB UNITED may further terminate an individual agreement subject to these GTC for good cause with immediate effect, in particular in the event of (i) material breaches of contract by the Customer which are, if capable of being remedied, not remedied within a reasonable period requested by PLB UNITED in writing, or (ii) material deterioration in the economic situation of the Customer. PLB UNITED is also entitled to discontinue the performance of an individual agreement subject to these GTC if the Customer does not fulfill its payment obligations towards PLB UNITED or materially breaches an individual agreement subject to these GTC or these GTC.
15.2. If PLB UNITED terminates an individual agreement pursuant to Article 15.1, PLB UNITED shall in any case be entitled to claim from the Customer all payments and costs incurred by it up to the time of termination. If PLB UNITED terminates an individual agreement subject to these GTC for good cause, PLB UNITED shall be also entitled to receive from the Customer the net order value of all terminated individual agreements less any costs and expenses saved by PLB UNITED and the Customer shall indemnify, defend and hold PLB UNITED harmless from and against all damages resulting from such early termination.
15.3. If PLB UNITED terminates an individual agreement pursuant to Article 15.1, the Customer shall have no claim to a remuneration for its activities, in particular no claim to a compensation or remuneration for the costs of exploring a market and/or amortized or non-amortized investments.
16. INDEMNIFICATION
16.1. The Customer shall indemnify, defend and hold harmless PLB UNITED and its officers, employees, vendors, service providers and agents from and against any and all losses, liability, claims, demands, damages and expenses (including without limitation reasonable attorneys’ fees and other costs and expenses of litigation) directly or indirectly arising out of or relating to any third-party claim in connection with (i) any improper or unauthorized use of a Product sold to the Customer, (ii) any illegal or negligent conduct, or willful misconduct, related to any Product after sold to the Customer, (iii) any failure to disclaim or limit liability or remedies on behalf of PLB UNITED in the manner set forth in these GTC or an individual agreement subject to these GTC (except to the extent such liability or remedies cannot be limited under applicable law) or (iv) any use or further distribution of a Product in violation of these GTC or any individual agreement subject to these GTC.
16.2. The Customer guarantees towards PLB UNITED that compliance with the agreement, inter alia by reproduction or publication of the items of property received from the Customer such as documents, drawings, prototypes or photographs, does not infringe rights that can be enforced by third parties, in particular but without being limited thereto, pursuant to national or international regulations in the area of copyrights or any other IP rights or the right with respect to the unlawful act or the unethical trade practices.
16.3. The Customer declares that it fully disposes of the rights referred to in article 16.2. However, if reasonable doubt arises or continues to exist with respect to the correctness of the rights alleged by the Customer, PLB UNITED has the right but it is not obliged to suspend compliance with the agreement until the moment at which it is established irrevocably, possibly in court, that PLB UNITED does not infringe third-party rights by complying with the agreement. Thereafter, PLB UNITED will carry out the order as yet within a reasonable term.
16.4. The Customer indemnifies PLB UNITED both in and out of court against all claims third parties can or might bring against PLB UNITED pursuant to the abovementioned legislation or regulations.
16.5. The Customer indemnifies PLB UNITED against claims from users who sustained a loss as a result of using the Products.
17. MISCELLANEOUS PROVISIONS
17.1. Agreements between PLB UNITED and the Customer shall only be binding if they have been concluded in writing. Deviations from these GTC and/or amendments or waivers to an individual agreement subject to these GTC must be concluded in writing to be effective.
17.2. Nothing in an individual agreement subject to these GTC shall create a partnership, corporation or joint venture of any kind between PLB UNITED and the Customer; nor shall PLB UNITED or the Customer be entitled to act as agent for the other party for any purpose whatsoever and/or to bind or incur any obligation on behalf of the other party. The Customer shall perform purchases in its own name and for its own account and it shall implement these GTC as an independent trader towards PLB UNITED.
17.3. No waiver or modification of these GTC or any individual agreement subject to these GTC shall be valid unless in writing signed by an authorized representative of each party. Failure by either party to enforce any provisions of these GTC or any individual agreement subject to these GTC shall not be deemed a waiver of future enforcement of that or any other provision.
17.4. The Customer acknowledges that PLB UNITED will have no obligations or liability whatsoever to any third parties based upon or as a result of these GTC or any individual agreement subject to these GTC.
17.5. These GTC and any individual agreement subject to these GTC shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
17.6. These GTC and any individual agreement subject to these GTC contain the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous written or oral agreements and understandings relating to the subject matter hereof and thereof.
17.7. These GTC and the rights and obligations that arise therefrom can be transferred to third parties by PLB UNITED, whereafter PLB UNITED is released from further compliance with its obligations.
17.8. The Customer may not assign or transfer any rights or obligations under or in connection with an individual agreement subject to these GTC to third parties without the prior written consent of PLB UNITED.
17.9. If, at any time, any provision of these GTC or of an individual agreement subject to these GTC is or becomes invalid or unenforceable in whole or in part, or should there be a gap in an individual agreement subject to these GTC, this shall not affect the validity or enforceability of the remaining provisions. In place of the invalid or unenforceable provision or in order to fill the gap, an appropriate valid and enforceable provision shall be deemed to be made which, as far as legally possible, comes as close as possible to what the parties intended or would have intended according to the meaning and purpose of the respective individual agreement subject to these GTC if they had considered the point.
17.10. The Customer has the right to request PLB UNITED to use certain means of production, raw materials and/or semi-finished products for the production of the Products. If this is feasible from a technical and economic perspective and PLB UNITED agrees thereto, the use of these means of production, raw materials or semifinished products by PLB UNITED will be entirely for the costs and risk of the Customer.
17.11. The Customer may request PLB UNITED to use a certain subcontractor or supplier. The use of the subcontractor or supplier designated by the Customer always occurs exclusively for the risk of the Customer. For instance, PLB UNITED is not liable for any delay in the delivery of the Products that is attributable to the designated subcontractor or supplier.
17.12. Information and advice provided by PLB UNITED, more in particular but without being limited thereto, in the area of materials, colours, manufacturing methods, developments or designs are merely general in nature and without obligation.
17.13. PLB UNITED does not accept responsibility for a development or a design elaborated by or on behalf of the Customer, nor for any advice in connection with such developments and designs. The Customer is responsible for the functional suitability of the materials or formats prescribed by the Customer. Functional suitability is defined as the suitability of the material or format for the purpose for which it is intended according to the Customer’s development or design.
17.14. In case of an assignment, PLB UNITED only assumes responsibility for developments or designs not created by it or on its behalf for their creation in accordance with the assignment and for the soundness of the materials used to the extent these materials have not been prescribed by the Customer.
17.15. PLB UNITED never accepts any responsibility for parts and/or materials made available by the Customer or that were prescribed by it.
17.16. If one or more articles from these GTC are declared fully or partially void or non-binding through judicial intervention, such will not have any impact on the validity of the other articles or the validity of the entire GTC. If PLB UNITED wishes to amend or replace the relevant article(s), the amended or new article must align as much as possible with the article(s) that were declared void or non-binding.
17.17. These GTC comprise the entire and full agreement between PLB UNITED and the Customer and replace all other and previous oral agreements and/or written agreements that allegedly existed between them with respect to the same subject, with the exception of existing, special written agreements between the Customer and PLB UNITED.
17.18. If the Customer fails to comply with one of its obligations (including payment), PLB UNITED will have the right to dissolve the agreement, take back the Products for an amount of the payment that has fallen due, and thereafter sell the Products again. To this end the Customer authorises PLB UNITED and its employees, authorised representatives and agents irrevocably to enter all of the Customer’s sites and buildings, with or without vehicles, during normal business hours; this authorisation will continue to apply despite the termination of the contract for any reason whatsoever and does not prejudice PLB UNITED’s other rights.
17.19. The parties have agreed that in case of dissolution of the agreement for which the Customer is to blame, the compensation is fixed at 30% of the unpaid invoiced/attributed value, unless a higher loss can be proved.
17.20. PLB UNITED’s failure to claim strict compliance with the provisions of these GTC will not be considered to be any waiver or rejection thereof. 18. 18.
18. GOVERNING LAW AND JURISDICTION
18.1. These GTC and all individual agreements and commercial transactions entered into between PLB UNITED and the Customer shall be exclusively governed by Turkish law to the express exclusion of the Vienna Sales Convention unless the registered seat of PLB UNITED and the Customer are in the same country. In this case, these GTC, all individual agreements and commercial transactions concluded between PLB UNITED and the Customer shall be exclusively governed by the laws of the country in which both Parties’ registered seat is situated. Conflict of laws rules, the United Nations Convention on Contracts for the International Sale of Goods and comparable international treaties do not apply.
18.2. If the registered seat of the Customer and the registered seat of PLB UNITED and the Customer are in the same country, the court with subject-matter jurisdiction for commercial matters at the place of the registered seat of PLB UNITED shall have exclusive jurisdiction.
18.3. If the registered seat of the Customer and the registered seat of PLB UNITED and the Customer are not in the same country, the court with subject- matter jurisdiction for commercial matters in Bursa, Türkiye shall have exclusive jurisdiction.
18.4. If the registered seat of the Customer is outside of the registered seat Country of PLB UNITED, all disputes arising out of or in connection with these GTC, commercial transactions and all individual agreements entered into between PLB UNITED and the Customer shall be finally settled under the Rules of Arbitration of the Turkish Chamber of Commerce by one or more arbitrators appointed in accordance with such rules. Place of arbitration shall be Bursa, Türkiye. Language of arbitration shall be the Turkish language.
18.5. PLB UNITED shall also have the right to take legal actions at any other court competent in relation to the Customer.
18.6. The parties undertake to resolve all disputes, including those with respect to the validity, the interpretation or the implementation of these GTC, individual agreements or arising from commercial transactions, however named, in an amicable manner by means of mutual consultation. If an amicable settlement is not possible, all disputes, including those with respect to the validity, the interpretation or the implementation of these GTC, individual agreements or arising from commercial transactions, however named, are submitted to the exclusive jurisdiction of the courts of Bursa, Türkiye.
General Terms and Conditions of Sale EN - Türkiye
Form: G001-GTC-E01ST