GENERAL TERMS & SALES CONDITIONS FOR SALE OF GOODS
1. Acceptance of the present Terms & Conditions
1.1 Supplies of goods of GOODIE for orders placed to the company shall be made in accordance with the present General Sales Conditions which shall be deemed to be totally accepted by the client on written acceptance of the goods, or failing written acceptance, by a lapsing period of 48 hours as from the date of receipt of the goods.
1.2 Any amendments to the present General Sales Conditions shall only be valid if they are mutually agreed in writing between the Client and GOODIE and any clause or General Purchase Conditions established by the client in its invoices, delivery notes or correspondence which contradicts or limits the present conditions shall not be deemed to be valid.
1.3 Notwithstanding the above, GOODIE may specify other conditions in its invoices or delivery notes which invalidate the present General Sales Conditions or make amendments or addenda to the Conditions.
1.4 In the event that any of the provisions of the present General Sales Conditions or any other conditions which amend or replace the original conditions are rendered void or are unenforceable for legal reasons, the remaining provisions shall remain valid and shall be amended accordingly.
1.5 The present General Sales Conditions and any amendments of such Conditions and their written appendices, if any, shall constitute total agreement between GOODIE and the client. Therefore, no written or verbal agreement which amends the contents of the foregoing documents shall be binding for GOODIE.
2.1 The price shall be paid to GOODIE under the conditions agreed for each case. In general, and unless otherwise stated in writing by GOODIE, the terms of payment in the invoices shall be computed as from the date of dispatch of the goods from the headquarters of GOODIE or the warehouse where they are located.
2.2 The price is independent from any other future or present sale charge, value added tax, customs duties (Including Customs Agents Fees) or any other tax applicable on the goods object of this transaction. Such taxes shall increase the price unless the client provides GOODIE with a certificate verifying the non---subjection to, or exemption, from the same.
3.1 Deliveries of orders placed by the Clients shall be made under the conditions agreed for each case.
3.2 Notwithstanding, delivery terms shall always be approximated. Consequently, GOODIE shall in no event be liable for any claims made by the client or by any third party for short delays in delivery.
4. Delivery documentation
4.1 The documents required for deliveries of goods should be attached to all supplies together with the corresponding indications.
5. Acceptance of goods
5.1 Mere delivery of the goods to the client shall not be deemed to mean acceptance of goods by the same.
5.2 For the goods to be deemed to be accepted by the client, written approval of the quantity and quality of the goods by the client is required. Notwithstanding, if no written approval is given by the client with a period of 48 hours as from the date of receipt of the goods, the goods shall be deemed to be tacitly accepted.
5.3 The amounts and values determined by the client when verifying the quantity, measurements and weights of the delivered goods shall not be binding for GOODIE.
5.4 GOODIE does not assume any liability for any damage to property or physical injury of the clients, its employees and/or any third party which are produced as a result of the handling and/or processing of goods by the client or any third party. In addition, GOODIE does not guarantee the suitability of the goods for the use of which they are employed by the client.
5.5 The final possessor of packaging waste or used packaging will be responsible for its environmentally correct treatment.
6. Goods which do not comply with standards
6.1 The Client may report defects of faults in quality and patent defects of the received goods either at the moment of receipt or at the moment after receipt and within the period established in clause 5.2 above, even if the invoices have already been paid, provided that such effects exist prior to the delivery of the goods. For latent defects, the aforementioned period shall be seven days.
6.2 No supply of goods exceeding or not reaching the amount stated by GOODIE on the corresponding invoice or delivery note may be claimed for or not paid by the client or such grounds, provided the difference does not exceed the amounts which are considered normal, in accordance with trade customs, and for such kinds of products. Notwithstanding, the amount which has effectively been supplied shall always be invoiced. In the event of any discrepancy regarding the amount which is effectively supplied, the parties shall mutually appoint an independent third party to determine the amount. The costs which are incurred to determine such amount shall be borne by the party whose amount is not confirmed. In the event that the amount determined by the independent third party differs from the amounts determined by both parties, the cost shall be borne equally by both parties.
6.3 The existence of defects in one part of the goods which are supplied to the client shall not authorize the client to denounce all the supplied goods.
6.4 GOODIE guarantees the good quality of the products which are supplied, in such a way that it shall in no event be liable for any goods whose defects have been caused by willful misconduct, negligence or inadequate warehousing by the Client or any third party at its service. GOODIE, in such cases, will be exempt from all liability.
6.5 GOODIE undertakes to maintain samples of all the goods supplied to the client during the term of the guarantee.
6.6 GOODIE shall in no event be obliged to accept any returns of goods unless prior written notice of such return has been given by the client and accepted by GOODIE.
7. Retention of title
7.1 The title of the goods is passed to the client when GOODIE has received payment in full, therefore when GOODIE has not received payment on time for the goods delivered; it retains its right to take repossession of the goods without a court order. The client must accept GOODIE’s right to enter its premises in order to take repossession.
8. Delay in payment
8.1 In the event of a delay in payment of the invoices, GOODIE reserves the right to: either
(i) suspend supplies for new orders until the client has fully settled its debt or
(ii) resolve the contractual relation linking both parties.
In both cases, GOODIE reserves the right to claim for the corresponding damages against the client.
9. Force majeure
9.1 Force majeure shall mean any act, circumstance or event beyond the control of a party, including but not limited to earthquakes, hurricanes, other acts of God, strikes, lockouts or war. If a party is unable to perform an obligation under the contract due to a force majeure event, such party’s obligations shall be suspended for the duration of the force majeure happening.
9.2 The party unable to perform its obligation due to a force majeure event shall notify the other party immediately in writing explaining the happening’s effect on the ability to fulfill its obligations.
9.3 If a force majeure event has lasted for more than 2 months both parties shall be entitled to terminate the contract in writing with immediate effect.
10.1 Each party shall keep all information received in connection with this contract confidential for at least three years from the time of receipt, except to the extent required to be disclosed in accordance with applicable law.
11. Law and venue
11.1 This contract is construed under and shall be governed by Turkish law.
11.2 Disputes arising out of or in connection with this contract that cannot be solved amicably between the parties shall be brought before the courts of Ankara, Turkiye, and both parties, mutually and expressly agree that interpretation and/or execution of the present General Sales Conditions shall be resolved by the courts of Ankara, Turkiye in accordance with Turkish law.
11.3 GOODIE may alternatively and at its sole option take legal action in any jurisdiction, valid or not for the customer.
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