SALE AGREEMENT
Article 1 - PARTIES OF THE AGREEMENT AND INFORMATION OF THE PARTIES
This agreement is concluded between BASER İnş. San. ve Tic. Ltd. Şti. (hereinafter referred to as "BASER") on one side and …………………………………………… (hereinafter referred to as "BUYER") on the other side, under the terms and conditions specified below.
1.1. SELLER
1.2. BUYER
1.3. The parties accept the addresses specified in Articles 1.1 and 1.2 as the notification address. Unless changes of address are duly notified to the other party, any notice sent to the most recently notified address shall be deemed to have been duly served.
1.4. The parties may also notify each other by other means such as courier, fax, or electronic mail, provided that written notification is made within the legal period afterward.
ARTICLE 2 - SUBJECT OF THE AGREEMENT
2.1. The subject of this agreement is the procurement of goods specified in the ORDER form, which is an integral part of this agreement, by BASER to the buyer.
ARTICLE 3 - TYPE AND PRICE OF THE AGREEMENT
3.1. This agreement is a unit price agreement. The total amount calculated as the sum of the quantities of each item specified in the ORDER form and the unit prices offered by the supplier is (in figures) ……………. (in words) ……………………………………………………………………………………………
ARTICLE 4 - EXPENSES INCLUDED IN THE AGREEMENT PRICE
4.1. The transportation, insurance, and loading expenses related to the fulfillment of the commitment (including increases due to additional works) are as specified in the agreement.
4.2. VAT calculated in accordance with the relevant legislation is not included in the agreement price and will be paid by the BUYER to BASER.
4.3. Any expenses that may arise under the name of agreement costs shall be borne by the BUYER.
4.4. Transportation, storage, and insurance expenses are the responsibility of the BUYER.
ARTICLE 5 - PAYMENT TERMS
5.1. The buyer agrees to make the payment as follows:
5.2. Payments shall be made to the bank account designated by the seller.
5.3. The buyer shall bear all banking charges and fees related to the payment.
ARTICLE 6 - DELIVERY AND ACCEPTANCE
6.1. Delivery shall be made to the address specified by the buyer.
6.2. The delivery date and terms shall be specified in the ORDER form, which is an integral part of this agreement.
6.3. Acceptance of the goods shall be deemed to have occurred upon the signing of the delivery receipt by the buyer or an authorized representative.
ARTICLE 7 - WARRANTY AND MAINTENANCE
7.1. The seller guarantees that the goods shall be free from defects in material and workmanship for a period of … months from the date of delivery.
7.2. In case of any defects detected during the warranty period, the seller shall repair or replace the defective parts at no cost to the buyer.
7.3. Maintenance and repair services beyond the warranty period shall be provided for an additional fee.
ARTICLE 8 - LIABILITY AND COMPENSATION
8.1. The seller shall not be liable for any loss or damage arising from force majeure events or circumstances beyond the seller's control.
8.2. The buyer shall be responsible for inspecting the goods upon delivery and notifying the seller of any defects or deficiencies within … days.
8.3. In case of damages caused by improper use or mishandling, the seller shall not be held liable.
ARTICLE 9 - TERMINATION OF THE AGREEMENT
9.1. Either party may terminate this agreement in case of a material breach by the other party, provided that written notice is given and the breach is not remedied within … days.
9.2. Upon termination, the parties shall promptly settle any outstanding payments and return any goods not accepted or paid for.
ARTICLE 10 - DISPUTE RESOLUTION
10.1. Any disputes arising from this agreement shall be resolved amicably between the parties.
10.2. If the dispute cannot be resolved amicably, it shall be submitted to the competent courts of Istanbul.
ARTICLE 11 - MISCELLANEOUS PROVISIONS
11.1. Any amendments or additions to this agreement shall be valid only if made in writing and signed by both parties.
11.2. This agreement has been drawn up in two copies, each having equal validity, and one copy has been given to each party.
ARTICLE 12 - AMENDMENTS TO THE AGREEMENT
12.1. Amendments to the provisions of the agreement may only be made by signing a supplementary agreement bearing the signatures of both parties.
12.2. No waiver of any rights contained in the agreement shall be deemed valid unless a written waiver signed by the authorized representatives of the party waiving such rights is delivered to the other party.
12.3. Failure or delay by either party to exercise any of its rights or obligations arising from the agreement shall not be construed as an implied acceptance or waiver.
ARTICLE 13 - OBLIGATIONS OF THE BUYER
13.1. The BUYER shall exercise due care and attention regarding the materials sold and shall test the subject matter of the agreement in accordance with the standards specified by BASER. In cases of deviation, the BUYER shall inform BASER in writing.
13.2. The BUYER accepts and undertakes to bear all liabilities for damages and losses if it fails to notify BASER in writing about the testing procedures, technical specifications, and production standards applied, regardless of whether they comply with the prescribed standards or not.
ARTICLE 14 - WARRANTY PERIOD, DELIVERY, AND TRANSPORTATION OF MATERIALS
14.1. All transportation expenses related to the execution of the works regulated by this agreement are excluded from the contract price. In cases where the goods require insurance during transportation, the BUYER is responsible.
14.2. BASER is obliged to deliver the manufactured materials within the tolerances specified according to international standards as stated in the order form.
14.3. After the delivery of the materials to the BUYER, any damages or losses arising from issues not related to the quality of the materials, whether before or after installation, are the responsibility of the BUYER.
14.4. In case of any detected issues with the materials, the BUYER shall promptly notify BASER in writing. If the tests reveal that the problem is caused by BASER, the replacement of the defective materials shall be the responsibility of BASER.
14.5. The warranty period for the materials is ………. years.
ARTICLE 15 - INSOLVENCY OF THE SUPPLIER
15.1. If the supplier is declared bankrupt or a court decides to liquidate the business or prohibit the performance of its trade, the agreement shall be terminated as of the date of the bankruptcy declaration.
ARTICLE 16 - DISPUTE RESOLUTION
16.1. The Sincan Courts and Enforcement Offices shall have jurisdiction over any disputes arising from the implementation of this agreement and its annexes.
ARTICLE 17 - ENFORCEMENT
17.1. This agreement, consisting of …… articles, has been read, accepted, and signed by both parties in one (1) copy and shall come into force on … / … / …. If requested, a photocopy of the agreement will be sent to the BUYER by BASER.
SELLER FIRM BUYER FIRM