General Terms of Sale

2. Application

2.1. All our supplies, sales, services and related offers, quotations, pro forma invoices and contracts are subject to these general terms and conditions of sale (“Conditions”), unless expressly agreed otherwise in writing in a separate agreement.

In continuing business relationships, the Conditions also apply to future transactions even if not expressly referred to. By placing an order, accepting a quotation or pro forma invoice, or otherwise entering into a contract, the Customer declares that it has read and accepted the Conditions.

2.2. If these Conditions conflict with special conditions agreed in writing between the parties, the special conditions prevail. The Conditions and special conditions are collectively referred to as the “Agreement”.

2.3. LONCA reserves the right to amend, correct or revise these Conditions from time to time.

2.4. The Conditions may be provided in different languages.

3. Quotations and Orders

3.1. Each offer or quotation approved by the Customer within its validity period constitutes a binding request for a contract with LONCA. Orders cannot be cancelled without LONCA's written approval.

3.2. LONCA issues a pro forma invoice following Customer approval. Unless otherwise stated, it must be signed and returned to LONCA within two (2) business days.

3.3. Contracts, supplements and amendments become valid only upon LONCA's written approval.

4. Prices

4.1. Prices include taxes, levies, customs duties, expenses, insurance and charges attributable to LONCA. All other costs, including value added tax or equivalent foreign taxes, levies and customs duties, are borne by the Customer.

4.2. LONCA reserves the right to add to agreed prices as a result of changes in import/export duties, insurance premiums, freight costs or commodity market rates affecting the cost of supplying the goods.

5. Delivery

5.1. Delivery periods are estimates only and are not guaranteed unless expressly agreed in writing. LONCA cannot be held liable for any direct or indirect loss arising from delivery delays.

5.2. If the Customer delays any payment to LONCA or its affiliates, LONCA's obligation to supply and deliver may be suspended without notice.

5.3. Unless otherwise agreed, LONCA may deliver goods in instalments. Each instalment is treated as a separate contract, and delay in any instalment does not entitle cancellation of the remainder of the contract.

6. Transport and Risk

All transport is carried out as agreed or, in the absence of an agreement, at the Customer's risk. If LONCA arranges transport, it may determine or arrange the route, means of transport and packaging unless otherwise agreed in writing.

7. Acceptance, Inspection and Claims

7.1. The Customer must accept the goods immediately upon presentation. All transport and storage costs resulting from refusal or delay in acceptance are borne by the Customer.

7.2. The Customer must inspect the goods without delay. Any discrepancy must be reported to LONCA immediately, and the necessary access for inspection must be provided.

7.3. All quality or quantity claims must be submitted to LONCA in writing within seven (7) calendar days of actual or deemed receipt. Hidden defects must be notified within seven (7) days of discovery and, in any event, within three (3) months of delivery.

7.4. Without LONCA's written approval, goods subject to a claim must be quarantined, stored separately, clearly marked and kept unused until a decision is made.

7.5. No claim will be accepted if the goods have been processed, resold or destroyed. The Customer also loses all rights to compensation if the goods have been handled or stored incorrectly.

7.6. LONCA gives no express or implied warranty that goods are suitable for the purpose specified by the Customer.

7.7. If the Customer has selected the party supplying the goods to LONCA, such as the manufacturer, LONCA accepts no responsibility for the quality or characteristics of those goods. In such cases, LONCA will use commercially reasonable efforts to cooperate with the Customer in pursuing a claim against LONCA's supplier.

7.8. For justified or accepted claims, LONCA may, at its sole discretion, (i) supply additional goods or replace the goods at its own expense, or (ii) refund all or part of the invoice amount or issue a credit note.

8. Retention of Title

8.1. All goods delivered by LONCA remain its property until all amounts owed by the Customer to LONCA and any of its affiliates, whether due or not, have been paid in full. Payment is completed when the amounts are credited to LONCA's bank account. The Customer must mark the goods as LONCA's property.

8.2. The Customer may resell, process or combine goods subject to retention of title with other materials only in the ordinary course of business and provided that the goods are not defective. Pledging or transferring the goods as security is prohibited. If payment is deferred, the Customer must apply equivalent retention-of-title conditions to its own customer.

8.3. For goods resold subject to retention of title, the Customer assigns to LONCA, as security, all receivables arising from the resale. This also applies to insurance proceeds and other compensation rights arising from loss or damage. LONCA revocably authorises the Customer to collect the assigned receivables.

8.4. If third parties seize goods subject to retention of title, particularly by attachment, the Customer must immediately notify them of LONCA's ownership and inform LONCA without delay. If the third party cannot cover the legal costs, these are borne by the Customer.

8.5. If the Customer breaches the Agreement, particularly through late payment, LONCA may demand return of goods subject to retention of title.

8.6. If retention-of-title provisions cannot be enforced against third parties in any jurisdiction, LONCA is entitled to every lawful security and assurance securing payment of the invoice when due. The Customer agrees to cooperate in the steps necessary to protect these rights.

9. Payments

9.1. Payments must follow the terms and currency specified in the Agreement or invoice. In a dispute, the invoice prevails. Invoice amounts are due and payable without deduction or set-off unless LONCA expressly agrees otherwise in writing. No compensation claim or invoice discussion justifies withholding payment. Invoice claims must be submitted to LONCA in writing within seven (7) calendar days of the invoice date.

9.2. All losses arising from exchange-rate fluctuations are borne by the Customer.

9.3. The Customer undertakes to accept all documents presented by LONCA's bank or its representatives and take all measures necessary to transfer payments promptly.

9.4. Failure to pay the purchase price by the due date constitutes a material breach of contractual obligations.

9.5. Overdue payments accrue interest at the rate stated on LONCA's invoices or, if none is stated, at the official late-payment rate for commercial transactions plus two percent (2%).

9.6. Each overdue amount is automatically increased by fifteen percent (15%) for administrative costs and business disruption, without prejudice to LONCA's right to claim greater loss.

9.7. If the Customer breaches a payment obligation under any contract with LONCA or its affiliates, LONCA may immediately terminate the contract and/or suspend all deliveries without prejudice to its other rights. All outstanding invoices become immediately due without notice. LONCA may also exercise its retention-of-title rights.

9.8. The Customer must notify any overpayment within twelve (12) months of the payment date. Subject to LONCA's approval, overpayments may be credited or refunded.

9.9. Overpayments are refunded only to the account from which the payment was made. Any overdue debt is deducted from the refund. Overpayments do not accrue interest.

9.10. If the Customer receives notice of a change in bank details, it must confirm the change by telephone with its authorised LONCA contact to prevent fraud. LONCA is not liable for payments made to an incorrect account.

10. Force Majeure and Hardship

10.1. LONCA may suspend performance of its contractual obligations to the Customer without liability in the following circumstances:

• Force majeure, or
• Natural causes, natural disasters, adverse weather, war, employee accidents, terrorism, riots, fire, explosion, accidents, floods, epidemics, quarantine restrictions, highly contagious or infectious diseases, sabotage, mechanical failure, supplier plant closures or transport delays;
• Inability to obtain fuel, energy, carriers or equipment at reasonable prices, or suspension of transport;
• Government laws, regulations, rules or decisions by public authorities;
• Supply-chain interruptions arising for any reason;
• Labour disputes, strikes, lockouts or injunctions beyond LONCA's reasonable control that delay, restrict, limit or make performance commercially impossible.

LONCA will notify the Customer of suspension as soon as possible. LONCA is not obliged to obtain goods from other sources. If force majeure continues for more than one (1) month, LONCA may withdraw from the Agreement without the Customer being entitled to compensation.

10.2. If events beyond LONCA's reasonable control, not reasonably foreseeable when the Agreement was signed, make performance excessively burdensome and their consequences cannot be avoided at reasonable cost, the parties will negotiate alternative contractual terms in good faith.

11. Limitation of Liability

11. LONCA's total liability to the Customer under each contract for any loss or damage, regardless of its nature or cause, is limited to and cannot exceed (i) the sale price of the relevant goods or (ii), for delivery in instalments, the price of the relevant instalment.

LONCA accepts no liability to the Customer for loss of profit, use, revenue, production or accrual, contracts, reputation or goodwill, or any financial or economic loss, indirect loss or consequential damage.

12. Corporate Social Responsibility

12.1. Forced labour, modern slavery and child labour: The Customer undertakes to take all necessary measures to ensure that forced labour, child labour and modern slavery are absent from its operations and those of its subcontractors and suppliers, even if permitted by applicable local law.

12.2. Human and employee rights: The Customer represents and warrants that it will comply with the International Bill of Human Rights adopted by the United Nations and all applicable laws, statutes and regulations concerning slavery and human trafficking.

12.3. Occupational health and safety: The Customer must take all measures necessary to ensure occupational health and safety within its organisation in accordance with all relevant legislation, particularly the United Nations International Bill of Human Rights.

12.4. Environment and sustainability: The Customer must adhere to environmentally responsible practices throughout the supply chain, including reducing greenhouse-gas emissions, protecting natural resources and eliminating harmful substances or chemicals. It must ensure compliance with applicable international, national and local environmental legislation and work to reduce or eliminate environmental impacts of its operations.

13. Data Privacy

13. All personal data collected by the Customer and LONCA must be processed and retained in accordance with applicable data-protection and privacy legislation.

14. Governing Law and Disputes

14.1. This Agreement is governed, interpreted and enforced in all respects under the law of the country in which LONCA's registered office is located, excluding the United Nations Convention on Contracts for the International Sale of Goods (1980) and international private-law conflict-of-laws rules.

14.2. Any dispute arising from or in connection with this Agreement shall be resolved, exclusively at LONCA's choice, by the competent courts in the jurisdiction of LONCA's registered office or the Customer's registered office.

15. Our Sales Conditions

1. A quotation is prepared and sent to the Customer after a product is selected to meet its requirements. The quotation specifies technical characteristics, payment terms, delivery date, transport method and similar details. The Customer must submit an approved order; otherwise, Lonca cannot be held responsible for resulting errors.

2. The delivery period is stated in the quotation and runs from the order date. If the specified date is exceeded for reasons not attributable to Lonca, Lonca is not responsible for the delay.

3. Payment must be made within the period specified in the quotation. Late-payment charges apply if that period is exceeded.

4. Our products are warranted against manufacturing defects for two years from the invoice date. Products with manufacturing faults covered by warranty are repaired or replaced free of charge. Faults caused by incorrect use, breakage, damage or use contrary to instructions are repaired or replaced at the Customer's expense. The Customer is informed by a service report concerning the defective product.

5. Imported products carry the manufacturer's warranty period. Lonca must facilitate communication between the Customer and manufacturer and work towards resolution of problems covered by warranty.

6. Lonca must provide all explanatory catalogues and non-confidential information with the quotation.

7. Product characteristics are as stated in the catalogues. Unless the Customer specifies otherwise, products are manufactured to the catalogue standards.

8. Partial orders against a quotation require confirmation from Lonca.

9. Value added tax is not included in unit prices.

10. Istanbul Courts and Enforcement Offices have jurisdiction over disputes arising from quotations, orders and invoices. The Customer accepts this when purchasing goods.

11. For disputes concerning materials related to our manufactured products, the findings and conclusions of experts appointed by the Istanbul Chamber of Commerce are accepted. Lonca and the Customer retain their right to seek a court remedy.