General Terms of Sale and Delivery
General Terms of Sale and Delivery
Effective Date: 01.01.2023
All our Opal Ambalaj SAN AS deliveries and performances are carried out according to the terms stated below if not agreed upon otherwise in writing. By giving an order, the buyer accepts the validity of these terms of sale and delivery as last updated. The buyer´s own General Terms of Business are not valid, even if we have not contradicted them. Performances on our part do not represent any approval of the buyer´s general terms of business. If any of our conditions are changed in writing, all the other unchanged conditions remain binding for both parts. Any change on this agreement only applies if it has been agreed for. All agreements by our representatives are only applicable after a written confirmation of acceptance.
- Offers: Our offers are only valid 14 days, and it is our proposition to the buyer.
- Orders: Contracts are made by our written confirmations of the orders or a corresponding delivery. Confirmations of orders are sent to the buyer´s most recently given email address, which is also true for permanent business relations. The orders must be placed in writing and the PO must include all information such as the product, its quantity, the expected shipping date, and all other the Buyer requirements. The seller confirms the order in writing.
- Delivery: If not agreed otherwise, INCOTERMS in their latest version shall be applied and the Opal Manufacturing site is the place of delivery and of the transfer of risk (EXW). The delivery date and the agreed delivery term are indicated in the order confirmation. The transport insurance is arranged only on the request from the buyer and at his cost if the sale agreement based on EXW and if Opal arranges the transport for the buyer. The date of delivery is the day when the goods leave the factory. Opal will inform the buyer that the goods are ready for collection. Five working days after the time – in case of delivery ex works – when the buyer has been informed that goods are ready for collection, the goods are stored at the risk and costs of the buyer. If the buyer does not collect the goods within the period of one week after having been informed that they are ready for collection, or if he does not within a week´s time send a written information about the means of transport or the way to be used, we have the right to deliver the goods to the buyer at the risk and costs of the buyer in the usual way of transport. The place of transport and of transfer of risk in such case is the handing over of the goods to the transporter. We are entitled to carry out part- and advance deliveries and to separately invoice (part) amounts for them. If the delivery delays due to circumstances beyond the Seller’s control then according to General Terms of Sale, the Seller could delay the date of delivery and does not accept any responsibility for the consequences of that situation.
- Force Majeure- interruptions or delays of delivery: If there is a serious delay, the buyer is only entitled to an appropriate part withdrawal when there is a Force Major event happened (eg strike, fire, war etc.) of any kind, official measures, unforeseen operational difficulties, shortages of raw materials and supplies or other obstacles for the production or delivery are followed by an appropriate extension of delivery time. If in these cases the agreed time of delivery is exceeded by more than 4 weeks both parties have the right of withdrawal from sale if the goods have not been forwarded yet. Claims for damages are not admitted in the case of force major events. We are only liable for a delay and the impossibility of delivery or part delivery for any other reasons, if we have acted with gross negligence. Here limited liability of point 13 is applicable.
- Quality: For all deliveries goods of quality are as agreed. The quality level stated in the confirmation of order is considered as decisive for the execution of the order. Deviation in color and quality customary in trade are reserved with respect to the raw material not always being the same. Such deviations with respect to the material do not constitute a defect. We pack the goods at our own discretion. The packing is not taken back.
- Quantity: As to the amount of delivery, deviations of up to 10% of the value of the goods per order are acceptable as Opal always fulfill the container. Calculation is carried out according to the amount of delivery stated in the Opal Factory. The purchasing price has to be adapted correspondingly according to the deviation of the agreed amount of delivery from the stated amount of delivery.
- Pricing: All stated pricing currencies as agreed and confirmed on the order confirmation. The prices are net prices and do not contain any taxes and duties. Calculation of prices is carried out by taking the current costs (prices for material, wages, salaries, exchange rate when prices are calculated in other than currency) valid on the day of submission of offer or placing of the order respectively as a basis. We reserve the right to revise the price if the variable of costs changes for the future orders.
- Invoices will be prepared with the agreed prices and the INCOTERM, and the payment term. The prices are always the net prices. The payment of each invoice should be arranged without any delay to the bank account info supplied by the Seller on the invoice. We are entitled to claim an appropriate compensation from the buyer for all the late payments collection costs, except if the buyer is not responsible for the delay of payment. Declaring any claims or making remarks by the Purchaser, the period of time in which they are dealt with, shall not influence the date of payment or other commitments to the Seller eg collecting the goods. Payments are first used for unsettled interests and charges and then for settlement of the oldest accounting unit. A setoff with counterclaims of the buyer for our claims is inadmissible with regard to this contract if the counterclaims have not been proven by effective judgment or have been acknowledged by us. A buyer´s lien is not admissible. In case of not settling any payment on time, the Seller reserves the right of holding any future orders shipment until the payment is settled. If the overdue payment period is over one month, then the Seller has the right the demand from the Buyer a contractual penalty -30% of the net value of the goods which have not been collected/shipped. The Seller may charge the Buyer also storing the goods. The storage charge will be calculated from the day of prearranged delivery date.
- Currency Exchange rate: If the exchange rate between the currency agreed upon in the contract and the Euro deviates by more than 5% from the exchange rate of the day when the contract was concluded, the due amount shall be corrected in such a way that we do not suffer any damage from the changes of the currency parities.
- Title retention: Until complete payment of all our claims plus extras all delivered goods remain as the seller’s For securing the goods delivered under retention of title they have to be stored separately and insured against fire and theft at the cost of the buyer. Retention of title also comprises the processed and manufactured products.By manufacturing and processing, mixing and combining the goods we acquire common ownership of the new things developed in such a way – in so far the buyer is seen as the custodian for us. The buyer is not entitled to pledge goods being subject to an un- paid seller´s right of lien to third parties or to transfer it to purchase chattel mortgage or to dispose of these goods in any other way than by sale based on proper conduct of business in favour of third parties. The Seller must be informed immediately in case of a seizure by a third party of the goods under retention of title. For the event of a further sale of the retained goods the buyer assigns his claims from this sales contract to us already now. This assignment by way of security shall be recorded in the commercial books of the buyer by stating the date of assignment (conclusion of this contract) and our complete company name (assignee). The buyer undertakes furthermore to inform his customer of the assignment of claim. Payments which the buyer receives from his customer, shall im- mediately be transferred to us.
- Guarantees: The buyer has to check the goods immediately after delivery and, in case of a any discrepancy, damage, inform us immediately – otherwise no liability or damage claim is acceptable. This is also true for mis- directed and different deliveries. If a check of the goods themselves is not possible with especially packed goods, the packing must be checked. If it shows an external damage which may indicate a damage of the packed goods we must immediately be informed with related product photos- otherwise no liability or damage claim is admissible. If an immediate check of the goods is not possible at acceptance of the goods according to a proper course of business, the Seller must be informed immediately, and any defect stated in the following
- Liability: The Seller’s liability for any claim arising out of or in connection with the sale or delivery of goods shall not exceed the purchase price of the Goods. Liability for ceasing profit, consequential damages or for damages based on claims of third parties is inadmissible. We are not liable for indirect damages, for damages resulting from wear and tear, for unprofessional treatment, for additional work of third parties or circumstances outside the normal operational conditions. Our oral and written advice, also in sales negotiations, is without obligation and does not free our buyers from checking themselves, to which extent our products are suitable for the intended tech- niques and purposes. We do not take any responsibility for the applicability of our deliveries for a special purpose. The fact that the buyer complies with special directives which are not checked by us, does not oblige us in any way.
- Governing Law: For this contract the provisions of Turkish Commercial Law and any other colliding standards, are applicable. The United Nations´ agreement on contracts concerning international purchase of goods (UN-right of purchase) is not applicable for this contractual Place of contract and jurisdiction for all disputes and claims arising from this contractual relationship, especially also about the validity of these terms of sale and delivery, is the court having jurisdiction at the respective company’s domicile. The respective company and its domicile are indicated in the order confirmation (item 1). We are, however, entitled to assert our claims also at the buyer´s general jurisdiction.
- Use of trademarks: Use of our trademarks by the buyer needs our previous written approval.
- Cancellation and returns: Cancellation of verbal or written orders entitles us to charge you with a counterbalance and handling For orders not yet taken up the counterbalance commission amounts to 5% of the value of order. If ordered goods have been worked on or dispatched, 30% of the order value will be charged. For unfounded returns the costs for reshipment will be charged additionally.
- Other conditions: These terms of Sales and Delivery constitute the entire agreement between the Seller and the Buyer and supersede all prior agreements and understandings, whether written or oral. By placing an order with the Seller, the Buyer agrees to be bound by these Terms of Sales and Delivery.
Invalidity of single conditions of these terms of sale and delivery does not affect validity of the further conditions. We are entitled to correct obvious errors, like eg mistakes in writing and calculation in offers, cost estimates, confirmation of orders, bills of delivery and invoices at any time. There are only written agreements valid between the parties to the contract. An alteration of the terms of sale and delivery also needs to be in writing. The same is true for giving up the demand of the written form. Oral agreements are not legally binding. The buyer acknowledges that our employers or third parties are not entitled to make promises deferring from contractually agreed primary obligations (like agreements of payment, quality assurance, terms of delivery). We are entitled to change the terms of sale and delivery. We will inform the buyer about these alterations of terms of sale and delivery and about the exact date of alteration at least one month before the date of alteration. The alteration of the terms of sale and delivery enters into force if the buyer does not raise any objection against this alteration within a period of one month from the date of information. We will notify the buyer about this opportunity to object.
