EVAS General Terms and Conditions Relating to Cylinder Manufacturing and Sales
1. General Provisions
1.1. These General Terms and Conditions ("Terms") govern all quotations, sales, and deliveries of LPG cylinders ("Goods") by Evas Ev Aletleri Sanayi Anonim ?irketi ("Evas" or "Seller") to any buyer ("Buyer"). By signing the Proforma Invoice, the Buyer acknowledges and agrees to be bound by these Terms, which will also be available on the Evas website at www.evas.com.tr.
1.2. The sale of Goods shall be subject to these Terms, which shall prevail over any other document, including any purchase order or other terms of the Buyer, unless the parties expressly agree otherwise in writing.
1.3. The Buyer acknowledges that these Terms form an integral part of the contractual relationship and any deviations from these Terms must be agreed upon in writing.
2. Definitions
2.1. Seller refers to Evas, the company selling the Goods. 2.2. Buyer refers to any entity purchasing Goods from the Seller. 2.3. Goods refers to the cylinders manufactured and sold by the Seller. 2.4. Order refers to the Buyer's request to purchase Goods from the Seller. 2.5. Proforma Invoice refers to the document prepared by the Seller for the purpose of providing a quotation.
3. Order Process and Acceptance
3.1. Quotation: The Seller, upon the request of the Buyer, may provide a Proforma Invoice detailing the type, quantity, and price of the Goods.
3.2. Ordering: The Buyer may place an Order by submitting a purchase order or other written request to the Seller via email or other agreed-upon communication methods. The Order should specify the type, quantity, and specifications of the Goods required.
3.3. Acceptance: An Order shall be considered accepted when the Seller issues a written confirmation. Acceptance is strictly subject to these Terms unless otherwise agreed in writing. The Seller reserves the right to reject any Order.
3.4. Authorization: The contact persons designated by the parties shall be authorized to send and receive orders and acceptance letters.
4. Pricing and Payment
4.1. Pricing Structure:
1. General Provisions
1.1. These General Terms and Conditions ("Terms") govern all quotations, sales, and deliveries of LPG cylinders ("Goods") by Evas Ev Aletleri Sanayi Anonim ?irketi ("Evas" or "Seller") to any buyer ("Buyer"). By signing the Proforma Invoice, the Buyer acknowledges and agrees to be bound by these Terms, which will also be available on the Evas website at www.evas.com.tr.
1.2. The sale of Goods shall be subject to these Terms, which shall prevail over any other document, including any purchase order or other terms of the Buyer, unless the parties expressly agree otherwise in writing.
1.3. The Buyer acknowledges that these Terms form an integral part of the contractual relationship and any deviations from these Terms must be agreed upon in writing.
2. Definitions
2.1. Seller refers to Evas, the company selling the Goods. 2.2. Buyer refers to any entity purchasing Goods from the Seller. 2.3. Goods refers to the cylinders manufactured and sold by the Seller. 2.4. Order refers to the Buyer's request to purchase Goods from the Seller. 2.5. Proforma Invoice refers to the document prepared by the Seller for the purpose of providing a quotation.
3. Order Process and Acceptance
3.1. Quotation: The Seller, upon the request of the Buyer, may provide a Proforma Invoice detailing the type, quantity, and price of the Goods.
3.2. Ordering: The Buyer may place an Order by submitting a purchase order or other written request to the Seller via email or other agreed-upon communication methods. The Order should specify the type, quantity, and specifications of the Goods required.
3.3. Acceptance: An Order shall be considered accepted when the Seller issues a written confirmation. Acceptance is strictly subject to these Terms unless otherwise agreed in writing. The Seller reserves the right to reject any Order.
3.4. Authorization: The contact persons designated by the parties shall be authorized to send and receive orders and acceptance letters.
4. Pricing and Payment
4.1. Pricing Structure:
- General Pricing: The price of the Goods shall be determined by the Seller based on the quantity, technical specifications, type of cylinders, delivery method, transportation costs, and other relevant factors.
- Additional Costs: Unless otherwise agreed, prices are exclusive of taxes, shipping, insurance, and any other additional costs, which shall be borne by the Buyer.
4.2. Payment Terms and Conditions:
- Payment Terms: Unless otherwise agreed, payment for Goods shall be made in full without any deduction, withholding, set-off, or counterclaim in advance, after acceptance of the Order by the Seller. The Seller shall commence manufacturing only after receipt of the agreed sum.
- Letter of Credit: The parties may agree to carry out the payment procedures through an irrevocable letter of credit issued by a reputable bank acceptable to the Seller. The letter of credit should cover the total purchase price and include any potential demurrage or consequential costs that may occur during delivery.
- Payment Methods: Payments shall be made solely via bank transfer to the account specified by the Seller.
- Demurrage Costs: In the event of demurrage that is not a direct fault of the Seller, such costs shall be the responsibility of the Buyer.
4.3. Late Payment Penalties:
- Interest on Late Payments: The agreed dates of payment are conclusive, and without the need for a notice, the Buyer shall be in default if the payments are not made within the agreed payment term. If the Buyer fails to make any payment when due, interest shall accrue on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue daily and be compounded quarterly.
- Recovery of Costs: The Buyer shall reimburse the Seller for all costs and expenses (including legal fees) incurred in the collection of any overdue amount.
- Suspension of Manufacture: The Seller may decide, at its sole discretion, to suspend the manufacturing process if the Buyer fails to pay within the agreed payment term.
5. Delivery and Risk Transfer
5.1. Delivery Method: Unless otherwise agreed, the default method for delivery shall be Ex Works (EXW) as per Incoterms 2020. The Buyer is responsible for all costs and risks associated with the transportation of the Goods.
5.2. Delivery Schedule: The Seller shall deliver the Goods to the location specified in the Order within the agreed timeframe. If no timeframe is specified, delivery shall be within a reasonable time after the acceptance of the Order.
5.3. Transfer of Risk and Ownership:
5.1. Delivery Method: Unless otherwise agreed, the default method for delivery shall be Ex Works (EXW) as per Incoterms 2020. The Buyer is responsible for all costs and risks associated with the transportation of the Goods.
5.2. Delivery Schedule: The Seller shall deliver the Goods to the location specified in the Order within the agreed timeframe. If no timeframe is specified, delivery shall be within a reasonable time after the acceptance of the Order.
5.3. Transfer of Risk and Ownership:
- Risk Transfer: The risk of loss or damage to the Goods shall pass to the Buyer upon completion of delivery at the specified location.
- Ownership Transfer: Ownership of the Goods shall pass to the Buyer only after the Seller has received full payment for the Goods.
5.4. Delay, Non-Delivery, and Non-Reception:
- Notification of Delay: In case of a delay in delivery, the Seller shall promptly notify the Buyer, providing the estimated new delivery date.
- Remedies for Non-Delivery: If the Seller fails to deliver the Goods within the agreed timeframe, the Buyer's remedy shall be limited to either a new delivery date or a refund for the undelivered Goods, as agreed between the parties.
- Buyer's Failure to Take Delivery: In the event that the Buyer fails to take delivery of the Goods at the agreed location and time, despite the Seller's fulfillment of its delivery obligations, the Buyer shall be liable for any resulting costs, charges, or losses incurred by the Seller, including storage fees, additional transportation costs, demurrage costs, and insurance expenses.
5.5. Inspection and Acceptance:
- Inspection upon Delivery: The Buyer is responsible for inspecting the Goods upon delivery for any damage, defects, or discrepancies.
- Acceptance: The Buyer shall be deemed to have accepted the Goods unless a written notice of rejection, specifying the reasons for rejection, is received by the Seller within five (5) business days of delivery.
6. Quality and Guarantee
6.1. Quality Standards of Goods:
6.1. Quality Standards of Goods:
- Compliance with Specifications: The Seller guarantees that the Goods shall conform to the specifications, drawings, or other descriptions provided or agreed upon in writing.
- Compliance with Laws: The Goods shall comply with all applicable laws, regulations, and standards in the jurisdiction where they are sold.
6.2. Guarantee:
- Product Guarantee: The Seller guarantees that all Goods delivered shall be free from defects in material and workmanship, and will meet the agreed-upon specifications at the time of delivery.
- Exclusion of Third-Party Materials: The guarantee provided by the Seller does not cover any third-party materials or components, including valves, that are incorporated into the Goods. The Buyer acknowledges that any claims related to defects in third-party materials or components, including valves, must be directed to the original manufacturer of those materials or components.
6.3. Limitation of Guarantee:
- Exclusive Remedy: The remedies provided under this guarantee are the Buyer's sole and exclusive remedies for any defects in the Goods.
- Scope of Guarantee: This guarantee is the sole and exclusive guarantee provided by the Seller and excludes all other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.
7. Liabilities and Limitations
7.1. Limitation of Liability:
7.1. Limitation of Liability:
- General Cap: The Seller's total liability to the Buyer in connection with the Goods, whether under this Contract, in tort (including negligence), breach of statutory duty, or otherwise, shall not exceed twenty-five percent (25%) of the price paid for the Goods.
- Exclusion of Indirect Damages: Under no circumstances shall the Seller be liable for any loss of profit, loss of business, or any indirect or consequential loss arising under or in connection with these Terms.
8. Force Majeure
8.1. Definition: A 'Force Majeure' event refers to any circumstance not within the Seller's reasonable control, including but not limited to acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, fire, explosion, flood, epidemic, lock-outs, strikes, or other labor disputes, or restraints or delays affecting carriers.
8.2. Consequence of Force Majeure: If the Seller is prevented, hindered, or delayed from or in supplying the Goods by a Force Majeure event, the Seller's obligations under these Terms shall be suspended while the Force Majeure event continues.
9. Dispute Resolution
9.1. Governing Law: These Terms and any disputes or claims arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of Turkey.
9.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be Paris, and the language of the arbitration shall be English.
10. Electronic Signatures and Scanned Documents
10.1. Electronic Signatures: Notwithstanding any principles of law to the contrary, the parties agree that these Terms, when executed by scanned images of the signatures of the authorized representatives (including but not limited to digital images or PDF versions of the original document), shall be considered fully executed and binding upon the parties with the same force and effect as original handwritten signatures.
10.2. Scanned Documents: The parties acknowledge and agree that they will not dispute the legality, validity, or enforceability of these Terms based solely on the fact that signatures are in scanned form. Each party agrees to promptly provide the other with the original of any scanned document upon request.
10.3. Electronic Communications: The parties agree that all contracts, notices, disclosures, and other communications that the parties provide to each other in accordance with these Terms may be conducted electronically, including through the use of electronic signatures or scanned versions of wet signatures in accordance with applicable law.
11. Sanctions Compliance and Representation
11.1. Sanctions and Restricted Parties Compliance:
8.1. Definition: A 'Force Majeure' event refers to any circumstance not within the Seller's reasonable control, including but not limited to acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, fire, explosion, flood, epidemic, lock-outs, strikes, or other labor disputes, or restraints or delays affecting carriers.
8.2. Consequence of Force Majeure: If the Seller is prevented, hindered, or delayed from or in supplying the Goods by a Force Majeure event, the Seller's obligations under these Terms shall be suspended while the Force Majeure event continues.
9. Dispute Resolution
9.1. Governing Law: These Terms and any disputes or claims arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of Turkey.
9.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be Paris, and the language of the arbitration shall be English.
10. Electronic Signatures and Scanned Documents
10.1. Electronic Signatures: Notwithstanding any principles of law to the contrary, the parties agree that these Terms, when executed by scanned images of the signatures of the authorized representatives (including but not limited to digital images or PDF versions of the original document), shall be considered fully executed and binding upon the parties with the same force and effect as original handwritten signatures.
10.2. Scanned Documents: The parties acknowledge and agree that they will not dispute the legality, validity, or enforceability of these Terms based solely on the fact that signatures are in scanned form. Each party agrees to promptly provide the other with the original of any scanned document upon request.
10.3. Electronic Communications: The parties agree that all contracts, notices, disclosures, and other communications that the parties provide to each other in accordance with these Terms may be conducted electronically, including through the use of electronic signatures or scanned versions of wet signatures in accordance with applicable law.
11. Sanctions Compliance and Representation
11.1. Sanctions and Restricted Parties Compliance:
- Assets and Interests: The Buyer declares and undertakes that none of its assets, financial or commercial interests have been subject to any sanctions-related freeze, prohibition, restriction, or blockade.
- Compliance with Sanctions: Each party represents and guarantees that neither it nor the Goods supplied under these Terms are or will become the subject of any economic or trade sanctions ("Sanctions") imposed by the United States, the European Union, the United Kingdom, any EU Member State, Switzerland, or the United Nations (an "Issuer of Sanctions"). Each party represents and guarantees that it will strictly abide by all Sanctions.
11.2. Termination for Breach: If a party is in contravention of Sanctions, or if a party's operations or transactions arising out of or in connection with these Terms contravene Sanctions or violate the recommendations of any international (intergovernmental) organization(s) fighting the financing of terrorism and other criminal activities, the other party shall be entitled to terminate these Terms by written notice with immediate effect without incurring any liability to the other party, except for any liability incurred before the date of termination.
11.3. Indemnity: The breaching party shall indemnify the innocent party and hold it harmless from any and all claims, demands, proceedings, and actions arising as a result of a breach of this clause by the breaching party, including legal fees incurred by the innocent party.
11.4. Representations and Warranties: The Buyer represents and warrants that neither it nor its owners, officers, directors, or employees are currently engaged in, or have previously engaged in, any activities, transactions, or conduct that violate Sanctions, evade Sanctions, or could result in liability under Sanctions regulations.
11.5. Purchase and Acceptance Obligations: Under these Terms, the Buyer commits to purchase the specified quantity of Goods as agreed upon with the Purchase Order and Acceptance, accept Goods delivered in compliance with these Terms, and fulfill financial obligations to the Seller as outlined in the Purchase Order or Acceptance.
11.6. Restrictions on Assignment and Transfer: The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any manner with its rights and obligations under these Terms without the Seller's prior written consent.
11.7. Continuous Compliance: The Buyer shall continuously ensure that its activities, and those of its owners, officers, directors, and employees, do not breach any Sanctions or lead to being designated as a Restricted Party. This includes compliance with the SHV Sanctions & Export Controls Policy during any activities on behalf of the Seller.
11.8. Notification of Breach: The Buyer agrees to promptly notify the Seller of any breaches of the Sanctions-related undertakings in these Terms.
11.9. Sales Terms and Conditions: The Buyer confirms that it is not subject to US, EU, or UN trade sanctions and will comply with all relevant laws, including those related to trade restrictions, export controls, anti-bribery, and anti-corruption, and will provide evidence of such compliance as requested by the Seller.
11.10. End-Use Statement: The Buyer acknowledges that the Seller reserves the right to request an end-use statement at any time. This statement must detail the final application and end-user of the Goods sold under these Terms. The Buyer agrees to provide such a statement promptly upon the Seller's request to ensure compliance with applicable export control laws and regulations.
12. Duration and Termination
12.1. Effective Date: These Terms come into force on the date of the Buyer's acceptance of the Proforma Invoice and shall remain in effect until terminated by either party.
12.2. Termination by Seller: The Seller may terminate these Terms with immediate effect by giving notice to the Buyer if:
11.3. Indemnity: The breaching party shall indemnify the innocent party and hold it harmless from any and all claims, demands, proceedings, and actions arising as a result of a breach of this clause by the breaching party, including legal fees incurred by the innocent party.
11.4. Representations and Warranties: The Buyer represents and warrants that neither it nor its owners, officers, directors, or employees are currently engaged in, or have previously engaged in, any activities, transactions, or conduct that violate Sanctions, evade Sanctions, or could result in liability under Sanctions regulations.
11.5. Purchase and Acceptance Obligations: Under these Terms, the Buyer commits to purchase the specified quantity of Goods as agreed upon with the Purchase Order and Acceptance, accept Goods delivered in compliance with these Terms, and fulfill financial obligations to the Seller as outlined in the Purchase Order or Acceptance.
11.6. Restrictions on Assignment and Transfer: The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any manner with its rights and obligations under these Terms without the Seller's prior written consent.
11.7. Continuous Compliance: The Buyer shall continuously ensure that its activities, and those of its owners, officers, directors, and employees, do not breach any Sanctions or lead to being designated as a Restricted Party. This includes compliance with the SHV Sanctions & Export Controls Policy during any activities on behalf of the Seller.
11.8. Notification of Breach: The Buyer agrees to promptly notify the Seller of any breaches of the Sanctions-related undertakings in these Terms.
11.9. Sales Terms and Conditions: The Buyer confirms that it is not subject to US, EU, or UN trade sanctions and will comply with all relevant laws, including those related to trade restrictions, export controls, anti-bribery, and anti-corruption, and will provide evidence of such compliance as requested by the Seller.
11.10. End-Use Statement: The Buyer acknowledges that the Seller reserves the right to request an end-use statement at any time. This statement must detail the final application and end-user of the Goods sold under these Terms. The Buyer agrees to provide such a statement promptly upon the Seller's request to ensure compliance with applicable export control laws and regulations.
12. Duration and Termination
12.1. Effective Date: These Terms come into force on the date of the Buyer's acceptance of the Proforma Invoice and shall remain in effect until terminated by either party.
12.2. Termination by Seller: The Seller may terminate these Terms with immediate effect by giving notice to the Buyer if:
- The Buyer becomes a Restricted Party;
- There is any Adverse Change in Sanctions;
- There is a direct or indirect Change of Control of the Buyer;
- The Buyer is in breach of these Terms;
- Any change to the SHV Sanctions & Export Controls Policy requires the Seller to terminate the Terms.
12.3. Continuing Obligations: The orders that are accepted and being carried out by the Seller in line with a purchase order from the Buyer shall be subject to these Terms even if they are terminated at the date of the production.