General Terms and Conditions of Sale

1. Definitions

• "Seller" means Björn Tech Mühendislik Pazarlama İthalat ve İhracat Ltd. Şti., located at Acıbadem Mah. Derin Sok. A Blok No:8 A İç Kapı No:150 Kat:26, 34660 Üsküdar/İstanbul, Türkiye, registered with the Üsküdar Tax Office under tax number 1781767112.
• "Buyer" means the natural or legal person purchasing Goods or Services from the Seller.
• "Goods" means all products sold by the Seller to the Buyer.
• "Services" means all services provided by the Seller to the Buyer.
• "Order" means any purchase order or similar document submitted by the Buyer to the Seller to purchase Goods or Services.
• "Agreement" means these General Terms and Conditions of Sale, the Order and all other documents referred to in them.

2. Acceptance

The Buyer declares that it has read and understood the terms of this Agreement and agrees to be bound by them. Acceptance of Goods or Services by the Buyer constitutes acceptance of this Agreement.

3. Orders

• All Orders must be submitted to the Seller in writing.
• The Seller reserves the right to accept or reject any Order at its own discretion.
• Any change to an Order must be made in writing and confirmed by the Seller in writing.

4. Prices and Payment

• Prices for Goods and Services are as stated in the Order, unless otherwise agreed by the Seller in writing.
• Unless otherwise stated, prices exclude taxes, duties and shipping costs.
• Payment terms are as stated in the Order, unless otherwise agreed by the Seller in writing.
• Late payments may bear default interest at 4% per month or at the maximum rate permitted by law, whichever is lower.
• If the Buyer fails to pay on time, the Seller may suspend performance of the Agreement or terminate the Agreement.

5. Delivery

• The delivery process starts once the advance payments specified in the Order have been made.
• Delivery is made to the address stated in the Order.
• The Seller will use commercially reasonable efforts to deliver the Goods or Services within the period stated in the Order.
• Delivery periods are not binding unless expressly agreed by the Seller in writing.
• The Buyer must inspect the Goods on receipt and notify the Seller of any damage or discrepancy within 15 days of the delivery date.

6. Warranty

• The Seller warrants that the Goods will be free from defects in material and workmanship for 12 months from the date of delivery.
• This warranty does not cover normal wear and tear, misuse, or damage caused by the Buyer or third parties.
• The Seller's sole obligation under this warranty is to repair or replace defective Goods at its own discretion.

7. Limitation of Liability

• Whether based on contract, tort, warranty or any other legal ground, and whether or not the Seller has been advised of the possibility of such damages, the Seller shall in no event be liable for any indirect, incidental, special or consequential damages or punitive damages arising out of or in connection with the Agreement, including but not limited to loss of profit, loss of data and business interruption.
• The Seller's total liability to the Buyer for all claims arising out of or in connection with the Agreement shall not exceed the total amount paid by the Buyer to the Seller for Goods or Services under this Agreement.
• The limitations in this section do not apply in cases of intent or gross negligence, or where mandatory provisions of law provide otherwise.

8. Intellectual Property

All intellectual property rights in the Goods and Services, including but not limited to patents, trademarks, copyrights and trade secrets, remain the exclusive property of the Seller or its licensors.

9. Termination

Either party may terminate this Agreement by giving the other party 90 days' prior written notice in any of the following cases:

• a material breach of this Agreement by the other party;
• bankruptcy or insolvency of the other party;
• any other material event that makes it impossible or commercially unreasonable for the other party to perform its obligations under this Agreement.

Upon termination of this Agreement, all unpaid obligations of the parties accrued up to the termination date become immediately due and payable.

10. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Republic of Türkiye.

11. Dispute Resolution

For disputes arising out of or in connection with this Agreement, mediation shall first be sought where required by law. The Istanbul Anatolian Courts and Enforcement Offices have jurisdiction over disputes that cannot be resolved through mediation.

12. Severability

If any provision of this Agreement is found to be invalid or unenforceable, only that provision shall be deemed invalid and the remaining provisions shall remain in full force and effect.

13. Entire Agreement

This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous communications, representations and agreements, whether oral or written.

14. Notices

All notices under this Agreement must be made in writing. A notice is deemed given on delivery if delivered by hand, and on the first business day following dispatch if sent by prepaid registered mail with return receipt. Notices are sent to the Seller at the address stated in Section 1, to the Buyer at the address stated in the Order, or to any other address a party notifies in writing.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to war, terrorism, fire, flood, earthquake, labour disputes and government regulations.

16. Waiver

A waiver by either party of any breach or default under this Agreement shall not be deemed a waiver of any subsequent breach or default of the same or a different nature.

17. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.