1. General


1.1 These General Terms and Conditions (hereinafter referred to as the "Terms") shall apply solely to the sales agreement between Sempa Pompa Makina A.S., with its registered headquarters in Konya (hereinafter referred to as "Sempa"), and customers (hereinafter referred to as the "Buyer," and together with Sempa, hereinafter collectively referred to as the "Parties"). This agreement pertains to the sale of products offered by Sempa, including spare parts (hereinafter referred to as the "Product(s)"). These Terms shall apply only when the Buyer is a professional and the agreement is conducted within the scope of the Buyer's business activities. These Terms do not cover sales made to "consumers" as defined by Turkish and European consumer definitions.


1.2 The offer and sale of Products, the establishment of agreements, and any other relationship between Sempa and the Buyer in connection with the sale of Products shall be governed exclusively by these Terms. Any differing terms proposed by the Buyer in any form or manner shall not be valid and shall not be binding on the Parties, except if explicitly evaluated and accepted in writing by Sempa. Similarly, the Buyer's general/special terms prepared shall not be valid, and by signing these Terms, the Buyer explicitly waives any claims based on such terms.


2. Orders and Agreements


2.1 The Buyer undertakes to comply with the provisions of this article when placing any order with Sempa. Accordingly, incomplete or erroneous orders that do not adhere to the following provisions shall not be processed by Sempa.


2.2 Sempa reserves the right to accept or decline any order at its discretion and decides whether to deliver the Products.


2.3 The Buyer shall place an order for the Products by sending a written order to Sempa, including the essential elements specified by Sempa (e.g., product type, quantity, price).


2.4 If Sempa intends to accept the order, it will send an order confirmation to the Buyer via email. The sales agreement shall come into effect from the moment the Buyer receives the order confirmation from Sempa, and the order cannot be withdrawn or modified without a written agreement between the Parties.


2.5 The order confirmation may contain items or values that differ from those specified in the order. It is the responsibility of the Buyer to verify the conformity of the order confirmation with the order, and in case of any discrepancies or possible acceptances, to communicate such discrepancies within 5 (five) days following the receipt of the order confirmation. If 5 (five) days elapse from the receipt of the order confirmation without any communication from the Buyer, the order confirmation shall be deemed implicitly accepted by the Buyer, and the agreement shall be deemed accepted under the last terms proposed by Sempa.


3. Product Specifications


3.1 Sempa reserves the right to make changes that do not fundamentally alter the quality, efficiency, or marketability of the Products in order to ensure compliance with applicable laws and regulations, even after the agreement becomes effective.


4. Product Prices


4.1 The prices of the Products are those specified in the order confirmation. Sempa reserves the right to change its price list based on periodic updates communicated by Sempa to the Buyers. Changes to the price list shall not affect agreements concluded before the price changes but not yet executed.


4.2 Unless otherwise agreed, the prices provided by Sempa are Ex Works (EXW) Incoterms® 2020, from Sempa's factory as specified in the agreement.


5. Payment Terms


5.1 Payments must be made by the final date specified in the agreement.


5.2 In case of payment delay, Sempa reserves the right to: (i) suspend the performance of the agreement, and/or (ii) charge the Buyer with the default interest determined under the Turkish Commercial Code, without sending an official default notice.


5.3 Any dispute concerning the Products sold between the Parties shall not eliminate the right of the Buyer to suspend the payment of the price or to extend the payment terms. Any legal action or enforcement proceeding initiated by the Buyer shall not be considered valid unless the full price has been paid.


5.4 Failure to pay even a single installment of the purchase price shall result in the Buyer's waiver of the deferred payment right under the Turkish Code of Obligations, without prejudice to Sempa's other available rights or remedies. In such a case, the Buyer must immediately pay the full price to Sempa. Additionally, Sempa may terminate the agreement immediately with a simple notice to the Buyer, without prejudice to the right to claim damages.


5.5 If the Buyer fails to collect the Products, the deposited amount shall be withheld by Sempa as a penalty, without prejudice to the right to claim further damages and losses and/or payment of the full purchase price, and subject to the provisions of Article 6 below.


6. Delivery, Packaging, and Product Collection


6.1 Unless otherwise stated in the agreement, each sale shall be executed Ex Works (EXW) Incoterms® 2020 conditions, from the Sempa factory specified in the agreement.


6.2 The specified delivery periods in the agreement are indicative only. In the case of delays up to 90 (ninety) days from the specified delivery period, the Buyer shall not have the right to terminate the agreement or reject the delivery, unless otherwise agreed.


6.3 Sempa shall not be held liable under any circumstances for any delivery delays arising from events or situations constituting "force majeure," the Buyer's failure to fulfill obligations, or delays in fulfilling those obligations, actions or delays of Public Authorities even if they are a result of "force majeure" events, and the actions or delays of Sempa's suppliers. In such cases, the delivery period shall be extended for the duration of the obstacle.


6.4 When the ordered Products are ready for collection, the Buyer shall receive a written notification (hereinafter referred to as the "Notification").


6.5 The Buyer is obligated to collect the Products within 30 (thirty) days as specified in the Notification. If the Buyer fails to collect the Products within 30 (thirty) days from the Notification, all risks associated with the Products shall pass to the Buyer, and Sempa may, without prejudice to the payment of the full price or termination of the agreement, store the uncollected Products at the Buyer's risk and expense. If the Buyer fails to collect the Products within 45 (forty-five) days from the Notification, Sempa shall have the right to impose a penalty equal to 2% of the value of the Products for each week of delay, which may amount to up to 20% of the price of the Products. This shall not affect the right to claim further damages and losses or the right to terminate the agreement.


6.6 Sempa has the right to suspend deliveries and terminate the agreement if there is reasonable doubt about the Buyer's financial capability or in the event of payment delays.


6.7 Sempa shall package the Products in accordance with its commercial practices. Any special packaging or delivery instructions requested by the Buyer must be agreed upon in writing between the Parties during the order process, and any associated costs shall be invoiced separately to the Buyer.


6.8 During the sale of products manufactured as OEM in Sempa factories, it is mandatory to have the statement "Manufactured in Sempa Facilities" on the label of the relevant product. This requirement has been set in order to emphasize the quality of the facility where the products are manufactured and to reassure consumers. Products that do not comply with this requirement cannot be sold and Sempa has the obligation to correct or replace products that do not comply with this rule.


7. Testing


7.1 Testing may only be carried out upon


 the Buyer's written request and in accordance with Sempa's test procedures. The Buyer must indicate the date and method of testing in its request. If no date and method are specified, Sempa will determine these.


7.2 If Sempa performs the testing as agreed, the Buyer or a representative appointed by the Buyer shall be present at the testing and sign the relevant test report. If the Buyer does not attend the testing or does not sign the test report, Sempa shall have the right to assume that the Products have been deemed accepted by the Buyer without any reservations.


7.3 If the Products fail the tests, the Parties shall agree on a remedy. If the Parties fail to agree, Sempa shall have the right to propose an alternative remedy. If the alternative remedy is rejected by the Buyer, the Buyer may terminate the agreement or request a reduction in the price.


8. Warranty


8.1 Sempa warrants that the Products are free from defects in material and workmanship for a period of 12 (twelve) months from the date of delivery, provided that the Products are properly operated, used, installed, and maintained by the Buyer, and are used under normal conditions in accordance with the instructions provided by Sempa. This warranty does not cover normal wear and tear, misuse, or negligence, and Sempa's liability is limited to the repair, replacement, or refund of the price of the defective Product at Sempa's discretion.


8.2 The Buyer's obligation to inspect the Products under the Turkish Commercial Code does not eliminate Sempa's warranty obligations under the agreement.


8.3 The Buyer must inform Sempa in writing of any defects within 8 (eight) days of discovering the defect or within 8 (eight) days of discovering the defect if the defect was not detectable during the inspection.


8.4 Sempa must be given the opportunity to inspect and remedy any reported defects in the Products. If the Buyer repairs or allows third parties to repair the defects without obtaining Sempa's written consent, any warranty claim shall be invalidated.


8.5 Sempa shall not be responsible for any warranty obligations if the Buyer fails to fulfill its payment obligations.


8.6 Sempa's liability for damages, losses, or defects in the Products is limited to the extent provided under these Terms. Any other claims for damages, losses, or defects, including those arising from the agreement or tort, are excluded.


9. Liability


9.1 Sempa shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of data, or other commercial or economic losses.


9.2 Sempa's liability for damages shall be limited to the total amount paid by the Buyer to Sempa under the agreement.


9.3 The limitations and exclusions of liability set forth in these Terms shall apply to the maximum extent permitted by applicable law, regardless of whether Sempa has been advised of the possibility of such damages.


10. Intellectual Property Rights


10.1 Sempa reserves all intellectual property rights in the Products, including but not limited to patents, trademarks, trade secrets, and copyrights.


10.2 The Buyer shall not have the right to use Sempa's intellectual property rights without Sempa's written consent.


11. Confidentiality


11.1 The Parties shall keep confidential all non-public information obtained from each other during the term of the agreement, except for information that is already public or subsequently becomes public without a breach of these obligations.


12. Governing Law and Dispute Resolution


12.1 These Terms and the agreement shall be governed by and construed in accordance with the laws of Turkey.


12.2 Any disputes arising out of or in connection with these Terms or the agreement shall be resolved by the competent courts of Konya, Turkey.


13. Miscellaneous


13.1 These Terms constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations, understandings, and agreements, whether oral or written.


13.2 These Terms may only be amended or modified in writing and signed by both Parties.


13.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Final Provisions


14.1 These Sales Terms can only be modified, amended, and completed in writing and solely by Sempa.


15. Privacy


15.1 In accordance with the Personal Data Protection Law ("KVKK") of the Republic of Turkey, the Parties mutually agree that during the execution of activities provided within the scope of the Sales Terms, personal data related to each activity will be processed for the purposes connected to the fulfillment of the Terms in accordance with KVKK requirements. This may include the use of electronic tools or the fulfillment of obligations provided by applicable laws and competent authorities.

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