Terms & Conditions
controlling terms
Buyer expressly agrees that Seller’s Invoice and these Terms and
Conditions of Sale represent the complete agreement of the parties with respect
to the sale of the product(s) listed on the Invoice and no different or
additional terms or conditions in Buyer’s purchase order or in any other prior
or subsequent communications in any way adding to, modifying or otherwise
changing these Terms and Conditions of Sale shall be binding upon Seller.
acceptance of orders
Seller may accept buyer’s offer to purchase and shall be bound
to supply the applicable Goods in accordance with these terms and conditions
either by execution of the acknowledgment copy of the order, or acceptable
electronic transmission, delivery of the Goods to CAI or by any other
statement, act or course of conduct which constitutes acceptance under
applicable law.
prices
Unless otherwise indicated on the face of the invoice, all
prices are quoted on a per pound basis. Buyer is responsible for any tax or
government charges imposed upon the sale or transfer of the Product. Buyer
shall not have any right to set off any amounts due hereunder against any
amounts which may become payable to Seller under any other agreement.
delivery
Unless otherwise agrees in writing signed by officer of Seller,
all delivery dates are estimates Seller shall use its reasonable efforts to
deliver all Product within the time specified; however, in no case shall Seller
be liable for any expense, loss or damage whatsoever suffered by Buyer as a
result of the Seller’s failure to deliver Product by the specified date.
transportation and risk of loss
The method and route of shipment are at Seller’s discretion
unless Buyer timely supplies explicit instructions otherwise. Title to the
Product passes to Buyer when Product is delivered to the selected carrier, even
if Seller made a nonconforming tender. Buyer attempts to revoke acceptance of
the Product, or Buyer repudiates this document after the Products have been
identified hereto.
cancellation or modification
Any order placed with and accepted by Seller may be canceled by
Buyer only upon Seller’s approval in a writing signed by an officer of Seller
and upon terms that indemnify Seller against any loss. Seller will not accept
order cancellations once a product has been delivered to a carrier, without
charging a cancellation fee of twenty-five percent (25%) of order value to
recover retrieval costs incurred. Seller will not accept cancellations of
special orders of non-standard, non-price list products. Seller may cancel all
or any part of this order and discontinue its performance hereunder without
liability to Buyer in the event Buyer materially breaches this contract,
becomes insolvent, is the subject to bankruptcy protection, or is the subject
of a receivership, liquidation, dissolution or similar proceeding.
taxes
Buyer is responsible for any tax or governmental charge imposed
upon the sale or transfer of any product. Any such tax or governmental charge
will be added to the total invoice amount. All prices are FOB Seller’s
facilities. Applicable freight costs will be added to the invoice.
warranty and disclaimer
Seller warrants that the purchased Product is free from defects
in materials and workmanship at the time of delivery. If an analysis is stated
on the face of the Invoice, it is not intended to be a complete analysis and is
not to be regarded as a specification or warranty, unless specifically stated in
writing to be such.
limitation of liability
Buyer acknowledges and agrees that seller’s liability for any
claims with respect to the products shall not exceed the amount paid by buyer
for the products under the invoice. Such limitations on seller’s liability
hereunder shall apply even if seller’s liability is due in whole or in part to
its own negligence. Any action by or on behalf of Buyer or its successors or
assigns for breach of this document must be commenced within one (1) year after
the cause of action as accrued.
return of material
Upon delivery of Product, Buyer shall have five (5) days to
inspect Product and notify Seller, in writing, of any defective goods or other
cause for rejection. Buyer agrees that five (5) day period provides Buyer a
reasonable opportunity to inspect the Product. Such notification shall identify
each and every reason for any rejection of Product. Buyer’s failure to reject
Product within such five (5) day period shall constitute a waiver of Buyer’s
inspection right and an unqualified and irrevocable acceptance of the Product
by Buyer.
indemnity
Buyer shall defend, indemnify and hold harmless Seller and its
affiliated or related companies from and against any and all claims, losses,
liability, damages and expenses including, but not limited to, attorneys’ fees
and cost of defense arising from, related to or in any way connected with or
alleged to arise from or out of any asserted deficiencies or defects in Product
caused by any alteration or modification thereof by Buyer with or without
Seller’s consent, or improper handling or storage by Buyer, the breach of any
term or condition stated herein, Buyer’s failure to label Product or Buyer’s
improper labeling of Product regardless of whether the labeling was done with
or without the advice of Seller, or any act or omission of Buyer including any
Claims for or resulting from any injury to person (including death) or damage
to property or for economic loss, several or comparative negligence, breach of
agreement, breach of warranty or other breach of duty of or by Indemnitee or as
a result of Indemnitee’s strict or other product liability. The foregoing
indemnification shall not be construed to eliminate or in any way reduce any
other indemnification or right which Indemnitee has by law.
payment
Net cash thirty (30) days from the date of Invoice. Amounts not
paid within thirty (30) days are overdue and shall accrue interest at a rate of
one and one-half percent (1-1/2%) per month or the highest allowed by law,
whichever is less. Buyer shall reimburse Seller for any costs incurred in
collecting past due sums or any other amounts owed by Buyer for any reason
whatsoever, including, but not limited to, court costs and attorneys’ fees.
governing law and arbitration
This document shall be interpreted and governed by the law of
the Turkey, excluding its conflicts of laws rules. The parties
specifically exclude the application of the United Nations Convention on the
Sale of Goods.