1. DEFINITIONS
1.1. "Company" refers to EXPOL DIŞ TİCARET LİMİTED ŞİRKETİ, a Turkish company engaged in international trade.
1.2. "Customer" refers to any individual or legal entity purchasing goods or services from the Company.
1.3. "Products" refer to any goods that are offered for sale by the Company.
1.4. "Services" refer to any services provided by the Company, including but not limited to, sourcing, shipping, and consulting.
1.5. "Contract" shall mean any contractual arrangement in writing (paper or electronic contract) relating to the supply of the Goods to the Buyer by the Seller, including, without limitation, Spot Contracts and Term Contracts;
1.6. "Delivery Date" shall mean the moment when the Goods are deemed delivered to the Buyer and concur with the transfer of risk and/or title from the Seller to the Buyer as per the Incoterms®2010 specified in the Contract, unless otherwise agreed between the Parties in the Contract;
1.7. " Sales Order Confirmation (SOC)" shall mean the Seller’s offer for delivery of the Goods to the Buyer on the certain terms and conditions specified therein. For the avoidance of doubt a SOC which is accepted by the Buyer shall be considered a Contract/
1.8. "Incoterms 2010" refers to the international standard rules published by the International Chamber of Commerce (ICC) governing the interpretation of trade terms.
2. GENERAL PROVISIONS
2.1. These General Terms and Conditions ("Terms") govern all sales, deliveries, and services performed by the Company in international trade.
2.2. By placing an order or entering into a contract with the Company, the Customer agrees to these Terms.
2.3. The Company reserves the right to modify these Terms at any time. Any changes will take effect upon notification to the Customer or by updating these Terms on the Company's website.
2.4. These Terms shall apply in addition to any specific terms agreed in writing between the Company and the Customer.
2.5. Any correspondence and communications (including but not limited to Contracts, Purchase Order Confirmations and invoices) given or made by the Seller through email to the Buyer shall be valid, if sent exclusively from an email address, which includes the domain: “@expol.tr”
2.6. Either Party may sign the Contract and any related amendments, attachments or other documents by its duly authorized representative, provided that the Seller may also execute any of the said documents by facsimile signature of its authorized representative having the same force as his handwritten signature, and send a copy to the other Party by fax or email. Where original documents are required these shall be provided within 30 (thirty) days after the receipt of the copy document(s);
2.7. The GTC shall apply to the exclusion of, and shall prevail over, any general terms and conditions of the Buyer, terms or conditions contained in or referred to in the Buyer's acceptance of the Contract, or in any other documentation submitted by the Buyer, or in any correspondence or elsewhere, or implied by trade custom, practice or course of dealing, unless specifically excluded or varied in writing by agreement between an authorized representative of the Parties.
2.8. The Purchase Order, the Sales Order Confirmation and any other communication given or made by the Parties in connection with those documents must be in writing (the "Communications"). Communications may be delivered either: (i) in hard copy which, in the case of Purchase Orders, SOCs and notifications from the Buyer that it accepts an SOC, shall be signed by an authorized representative of the relevant Party; or (ii) through email correspondence from the e-mail addresses and contact persons of the Parties designated by the Parties in the Term Contract or in official confirmation letter from the Buyer. Any Communications given or made in accordance with this clause 4.5. shall be deemed to have been duly authorized by the Party giving or making the Communication.
3. ORDERS AND ACCEPTANCE
3.1. All offers and quotations provided by the Company are non-binding unless explicitly stated otherwise.
3.2. An order placed by the Customer constitutes an offer to purchase the Products under these Terms.
3.3. The Company reserves the right to accept or reject any order without providing reasons.
3.4. A contract between the Company and the Customer is deemed to be concluded only upon the issuance of a written confirmation of the order by the Company.
4. PRICES AND PAYMENT
4.1. Payment terms shall be agreed upon at the time of concluding the contract, and payment shall be made in accordance with the terms specified in the invoice.
4.2. Payment must be made in full within the agreed time frame. In the event of a delay, the Company reserves the right to charge interest on overdue amounts at a rate of 36% per year.
4.4. The Customer is not entitled to offset or withhold payments unless expressly agreed in writing by the Company.
5. DELIVERY, SHIPPING, AND INCOTERMS 2010
5.1. Delivery Terms: All deliveries shall be made in accordance with the applicable Incoterms 2010, as agreed between the Company and the Customer. The specific Incoterm (e.g., EXW, FOB, CIF, DDP, etc.) will be explicitly stated in the contract or invoice.
5.2. Risk and title Transfer:
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In case of delivery of the Goods by railway on FCA, CPT dispatch station – the risk and title to the Goods shall transfer from the Seller to the Buyer on the date of the dispatch station stamp on the railway bill issued;.
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In case of delivery of the Goods by truck on FCA, CPT dispatch point – the risk and title to the Goods shall transfer from the Seller to the Buyer on the date specified in the column No. 20 in CMR.
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In case of delivery of the Goods on DAP, DDP – the risk and title to the Goods shall transfer from the Seller to the Buyer on the date specified in column No. 24 “Cargo received” in CMR.
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In case of delivery of the Goods by sea on CIF, CFR, FOB – the risk and title to the Goods shall transfer from the Seller to the Buyer on the date “Shipped on Board” in Bill of Lading.
5.3. Delivery Times: Delivery times indicated by the Company are approximate and non-binding unless expressly agreed otherwise. The Company will not be liable for delays caused by customs clearance, transportation disruptions, or force majeure.
5.4. Shipping and Insurance:
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The Customer is responsible for arranging shipping and insurance unless otherwise specified in the Incoterms.
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If CIF or CIP is selected, the Company will arrange for minimum insurance coverage as per the Incoterms 2010 rules, unless the Customer requests higher coverage.
5.5. Import and Export: The Customer is responsible for obtaining all necessary import licenses, paying customs duties, and complying with all regulations in the destination country, unless otherwise specified in the chosen Incoterm.
6. INSPECTION AND ACCEPTANCE OF PRODUCTS
6.1. Upon receipt of the Products, the Customer must inspect the Products for any visible defects or discrepancies.
6.2. Any claims for defects or shortages must be notified to the Company in writing within 14 days of receipt of the Products.
6.3. The Company reserves the right to inspect and rectify any defects. Replacement or repair of defective Products shall be the sole remedy of the Customer, unless otherwise agreed.
7. WARRANTIES
7.1. The Company warrants that the Products will conform to the agreed specifications at the time of delivery.
7.2. Except for the warranties expressly stated, the Company disclaims all other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
7.3. The warranty does not cover defects caused by improper handling, storage, or use of the Products by the Customer or third parties.
7.4.The Customer guarantees payment within agreed frame and payment all detentions, demurrages and any other costs in port of destination caused by late payment for goods and late removal of goods from the port.
8. LIABILITY
8.1. The Company’s liability is limited to the value of the contract or the price of the defective Products, whichever is lower.
8.2. Under no circumstances shall the Company be liable for indirect, consequential, or punitive damages, including loss of profits, business interruption, or loss of data.
8.3. The Customer shall indemnify the Company for any claims, damages, or expenses arising out of the Customer’s breach of these Terms.
8.4. In the event that the Buyer fails or refuses to accept delivery of the Goods or any part thereof pending laytime (i.e. have not commenced the accepting and unloading/loading of the Goods as the case may be; or furnished the Seller with explanation of delay and further instructions as regards the Goods satisfactory for the Seller); provided that such Goods have been delivered in accordance with the terms of the Contract, without prejudice to the Seller's other rights under the Contract or the applicable Law, the Seller is entitled to pass the Goods to an appropriate local logistics and/or storage company at the Buyers risk and expense of which the Buyer shall be notified within a reasonable time. The Seller is entitled to exercise its right hereunder irrespective of whether the title to the Goods has passed to the Buyer under the Contract or not. The quantities of the Goods confirmed by such a logistics or storage company upon receipt of the Goods shall be deemed as due confirmation of the quantities of the Goods delivered by the Seller; the term for quality claims for the Goods shall commence as of the expiration of the laytime. The Seller shall be entitled to claim without limitation all and any transport and/or insurance cancellation costs, storage costs, additional transport costs, customs duties, demurrage and other similar or related costs and all expenses arising out of or in connection with such late acceptance from the Buyer till the moment when the Goods are taken by the Buyer.
8.5. In the event that the Buyer (or the Buyer’s authorized representative, or the Buyer’s Carrier, etc.) fails or refuses to accept delivery of the Goods or any part thereof within 5 (five) days after the Delivery Date unless otherwise mutually agreed by the Parties, entirely without prejudice to the Seller’s other rights under the Contract or the applicable Law, the Seller shall at its sole discretion be entitled to sell the quantity of the Goods which were not taken by the Buyer. The Seller is entitled to exercise its right hereunder irrespective of whether the title to the Goods has passed to the Buyer under the Contract or not. The Sellers also entitled either to: (i) to demand the Buyer to reimburse all Seller’s costs of sale including, without limitation, storage costs, additional transport costs, customs duties, and other similar or related reasonable costs and expenses together with any difference in the price obtained for the Goods when compared to the Price of the Goods set out in the Contract; or (ii) to deduct the amount of the received advance payment (applicable to the prepayment or CAD) for the damages incurred by the Seller as a result of such refusal; after calculating the damages the remaining part of the advance payment shall be either returned to the Buyer or offset against further deliveries. The Seller is entitled to exercise its right hereunder irrespective if the title to the Goods has passed to the Buyer under the Contract or not.
9. FORCE MAJEURE
9.1. The Company shall not be liable for any delay or failure to perform its obligations if such delay or failure results from circumstances beyond its reasonable control, including but not limited to, natural disasters, war, strikes, government regulations, or any other events classified as "force majeure."
9.2. In such cases, the Company may suspend its obligations or terminate the contract without any liability.
10. EXPORT COMPLIANCE
10.1. The Customer agrees to comply with all applicable export control laws and regulations in relation to the sale, transfer, or use of the Products.
10.2. The Customer shall obtain all necessary licenses, permits, or approvals required for the export of Products, and shall provide the Company with any documentation needed for compliance purposes.
11. TERMINATION AND CANCELLATION
11.1. The Company reserves the right to terminate the contract if the Customer fails to comply with these Terms or any specific terms agreed in writing.
11.2. The Customer may cancel the order only with the Company’s written consent. In case of cancellation, the Customer shall reimburse the Company for all costs and expenses incurred up to the date of cancellation.
12. GOVERNING LAW AND JURISDICTION
12.1 Both the Contract and the GTC shall be governed by, interpreted and construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods, the Convention on the Law Applicable to the International Sale of Goods, Principles of International Commercial Contracts (UNIDROIT principles).
12.2. Any dispute arising out of or in connection with these GTC, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved in the court at the location of the defendant. Applicable law – the domestic law of the country, where the court is settled.
12.3. Proceedings shall be held in English. Each Party shall submit the documents in English. Documents submitted in a language other than English shall be translated into English at the expense of the Party submitting the document.
13. CONFIDENTIALITY
13.1. Both the Company and the Customer agree to keep all confidential information obtained from each other during the course of their business relationship strictly confidential and not to disclose such information to any third party without prior written consent.
14. SEVERABILITY
14.1. If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
15. ENTIRE AGREEMENT
15.1. These Terms, together with any specific terms agreed in writing between the Company and the Customer, constitute the entire agreement between the parties and supersede any prior agreements or understandings.
Company Name: EXPOL DIŞ TİCARET LİMİTED ŞİRKETİ
Company Address: Altayçeşme Mah Çamlı Sok No:16 DAP Royal Center D Blok D:38, Maltepe / İstanbul
Email: info@expol.tr
Phone Number: +90 216 771 19 75
Tax Registration Number: 5261322707
Trade Registry Number: 0526-1322-7070-001
EXPOL DIŞ TİCARET LİMİTED ŞİRKETİ deliveries shall be performed exclusively on the basis of the General Terms of Sale outlined below. We hereby object to any reference made by the buyer to its own terms and conditions. The General Terms of Sale also apply to any future business transactions, even if they are not once again expressly agreed. Any departure from these terms of sale shall be expressly approved by EXPOL DIŞ TİCARET LİMİTED ŞİRKETİ in writing.