Terms & Conditions
General Terms and Conditions
General Terms and Conditions of Alutec Vision San. ve Tic.Ltd.
1.1 Alutec Vision San.ve Tic.Ltd. (follow mentioned as “ALUTEC VISION”) concludes contracts with its customers for the products it manufactures and/or distributes, in particular aluminium profiles (“Goods”) and provides the related services exclusively on the basis of the following General Terms and Conditions (“GTC”).
1.2 Even if ALUTEC VISION does not expressly contradict them, no different terms and conditions of the customer applies.
1.3 The General Terms and Conditions also apply to all future contracts between the customer and ALUTEC VISION, without any need for a further reference to the GTC.
2.1 The offers of ALUTEC VISION are subject to change. Only after the order confirmation has been sent by ALUTEC VISION will an offer be accepted.
2.2 Other agreements require written confirmation by ALUTEC VISION.
2.3 ALUTEC VISION reserves the right to make changes to the execution of the goods as well as to the related delivery and services, which prove to be technically necessary and are reasonable for the customer taking into account the interests of ALUTEC VISION.
3.1 The prices agreed between the customers and ALUTEC VISION are ex works including local taxes in the respective statutory amount. Shipping or transport, as well as, if applicable, the conclusion of transport insurance, take place at the customer’s expense.
3.2 If the customer provides ALUTEC VISION with raw materials or other objects for working or processing, their delivery must be carried out by the customer free of charge and expenses.
3.3 If ALUTEC VISION has a period of more than four weeks between the conclusion of the contract and the delivery of the goods and if costs changes occur during this period, in particular price increases by the suppliers or exchange rate fluctuations, ALUTEC VISION reserves the right to adjust the price accordingly. ALUTEC VISION will inform the customer of the reasons for the price adjustment upon request.
3.4 The prices are including packaging costs. ALUTEC VISION is using the necessary industry-standard packaging. The customer is obliged to carry the transport packaging in accordance with their local rules, templates and laws or disposal obligations set by their local authorities. A return of these transport packaging to ALUTEC VISION is not to be made.
3.5 Only the prices mentioned in the order confirmation are decisive. However, we are entitled to charge our prices, which are valid on the day of delivery, if any higher, if our factors underlying the calculation, such as supplier prices, wage and material costs, customs duties, exchange rates or other import charges and taxes, have increased since the conclusion of the contract until the agreed delivery.
4.1 Insofar as delivery dates are agreed, these shall only apply on condition that all obligations of the customer/ supplier required for the timely delivery, in particular the performance of the agreed down payment and the obtaining of the necessary permits, as well as the timely self-delivery of ALUTEC VISION.
4.2 In the event of force majeure, industrial action, fire, unforeseeable obstacles or otherwise, ALUTEC VISION is entitled to postpone the delivery for the duration of the hindrance and a reasonable start-up period. If the delivery exceed more than 60 days, the customer is entitled to withdraw from the contract with regard to the quantity affected by the delivery disruption, to the exclusion of any claims for damages. ALUTEC VISION is also entitled to withdraw from the contract under the condition of sentence 2, provided that ALUTEC VISION has been made unreasonably difficult to provide services due to force majeure.
4.3 ALUTEC VISION is entitled to partial deliveries and additional/minor deliveries in the commercially available amount of +/-10% of the completed quantity. The customer cannot derive any rights with regard to non-delayed partial deliveries from the delay of partial deliveries. Partial deliveries are permitted.
4.4 ALUTEC VISION reserves the right to make sample deliveries dependent on the actual technical implementation, delivery time and availability.
5.1 If the customer assumes all or part of the costs for the production and/or procurement of tools, the customer acquires the rights, in particular (co-)ownership or liens in the tools. ALUTEC VISION is not obligated to make any claims for reimbursement of the aforementioned costs to the customer.
5.2 ALUTEC VISION has the right to scrap a tool in whose production or procurement costs the customer participates in whole or in part three years after the last order was placed by the customer.
6.1 ALUTEC VISION reserves the title to the goods delivered by ALUTEC VISION until all claims arising from the business relationship with the customer are satisfied (“goods subject to retention of title”). In the case of an ongoing invoice, the reserved goods serve to secure the claim of ALUTEC VISION. The transfer of the goods subject to retention of title to 3rd is only permitted if it takes place within the scope of the customer’s proper business dealings and the customer reserves ownership of the reserved goods until payment of all his claims arising from the business relationship with the third party. The customer may not pledge the goods subject to retention of title or overwrite them for security. The customer must treat the reserved goods gently. ALUTEC VISION must be informed immediately if the goods subject to retention of title are seized or damaged or lost, as well as in the event of a move of the customer’s business premises.
6.2 The customer hereby assigns to ALUTEC VISION his claims arising from the resale of the reserved goods with all rights in the amount of the claims that ALUTEC VISION is entitled to against the customer. Until ALUTEC VISION revokes the customer, the customer is entitled to collect the assigned claims in his own name; the revocation may only be declared if the customer is in default of payment or if the claim for payment from ALUTEC VISION is endangered as a result of circumstances that have arisen after the conclusion of the contract, resulting in a significant deterioration of the customer’s assets. The customer is not authorized to assign the claim.
6.3 Should the reserved goods be processed, processed or remanufactured by the customer, this is always done for ALUTEC VISION as a manufacturer within the meaning of UN CISG, without ALUTEC VISION arising from any liabilities. If the goods subject to retention of title are processed with other objects, ALUTEC VISION acquires, by way of derogation from sentence 1, co-ownership of the new item at the fraction corresponding to the ratio of the value of the reserved goods to the value of the other processed items at the time of processing. If the goods subject to retention of title are inseparably mixed or combined with other objects, ALUTEC VISION acquires co-ownership of the new item at the fraction corresponding to the ratio of the value of the reserved goods to the value of the other mixed or connected items at the time of mixing or combination. If the mixing or combination takes place in such a way that the customer’s item is to be regarded as the main thing, the customer shall transfer ALUTEC VISION to co-ownership on a pro rata basis. The customer retains the co-ownership of ALUTEC VISION and receives a right of entitlement to the co-ownership share of ALUTEC VISION. The provisions of paragraphs 6.1 and 6.2 shall apply accordingly to the co-ownership rights referred to in the sentences.
6.4 If the value of the goods subject to retention of title available to the customer plus the value of the receivables assigned to ALUTEC VISION and the co-ownership rights granted to ALUTEC VISION exceeds the sum of ALUTEC VISION against the customer by more than 9.5%, ALUTEC VISION shall, at its option, release a corresponding portion of the collateral.
6.5 The customer must adequately insure the reserved goods against theft, destruction and damage at his own expense.
6.6 If ALUTEC VISION is entitled to withdraw from the contract due to a delay in payment by the customer and ALUTEC VISION exercises this right, ALUTEC VISION may take back the reserved goods, recycle them and offset the proceeds from the exploitation against existing claims.
7.1 Invoices from ALUTEC VISION are payable net within 30 days of invoicing without deduction. The decisive factor is the cash flow or receipt of money at ALUTEC VISION. Other payment terms are to be arranged specifically / separately.
7.2 The customer can only offset against claims of ALUTEC VISION with undisputed or legally established claims. The customer is also only entitled to assert a right of retention on the basis of counterclaims that have been legally established.
- Customer’s obligations to cooperate
8.1 Required approvals must be obtained from the customer. Should the approval be obtained by ALUTEC VISION, ALUTEC VISION will only act as an extended arm of the customer.
8.2 The customer must notify the carrier of any transport damage immediately within one working day and forward it to ALUTEC VISION.
8.3 If the customer does not fulfil his contractual obligations towards ALUTEC VISION and therefore exercises its statutory right of withdrawal, ALUTEC VISION may, at its option, claim to compensation for the damage incurred by the customer in the amount of 9.5% of the net order amount incurred by the customer in place of the claims due to it by law. If ALUTEC VISION withdraws only part of the contract, the amount of 9.5% of the net order amount shall be determined on the basis of the non-executed part of the contract. The customer is free to prove to ALUTEC VISION that ALUTEC VISION has suffered minor damage.
9.1 In the event of defects in goods manufactured and/or delivered by ALUTEC VISION, ALUTEC VISION shall at its option initially only be obliged to rectify or deliver defect-free goods. If the subsequent performance fails even after a second attempt by ALUTEC VISION, the customer can, at his option, reduce the purchase price or withdraw from the contract. Instead of the reduction, the customer can also claim damages in accordance with clause 10 if ALUTEC VISION is responsible for the defect.
9.2 Industry-standard color deviations and material tolerances do not entitle you to assert defects. The same applies to defects of any kind in the case of used goods. In the case of DIN-standardised goods, the DIN tolerances apply.
9.3 The warranty claims of the customer shall become time-barred within one year after delivery of the goods, unless the law requires longer periods, in particular for defects in a building and workpieces that have been used for a building in accordance with their usual use and have caused its defectiveness.
9.4 Notices of defects must be made in writing by the customer within 10 working days after delivery of the goods. If the customer fails to notify the workpiece in due time, the workpiece shall be deemed to have been approved, unless it is a defect which was not recognizable during the inspection. Hidden defects must be reported in writing immediately after detection, but no later than 11 months after the transfer of risk.
9.5 Defects – including the absence of guaranteed properties – of the goods must be notified in writing without delay, at the latest within 14 days after the date of acceptance in the event of any other warranty; a (remote) oral communication alone is not sufficient. Incorrect, negligent or improper handling, use of unsuitable equipment, disregard of installation and operating instructions, overuse of the goods by the buyer or natural wear and tear exclude any warranty. Similarly, the warranty expires if the goods have been modified by third parties or by the installation of parts of third origin and if damage to the goods occurring to the goods is causally related to the change, as well as if the regulations of the supplier or manufacturer for the use or treatment of the goods have not been complied with. If the buyer does not immediately give us the opportunity to convince us of the defect and identity of our goods or, upon request, he does not immediately make the objected goods or samples of them available to us, the warranty claims shall cease. The material complained of is to be kept free of charge by us and our supplier in order to be able to convince ourselves of the defect
10.1 ALUTEC VISION is liable for intent and gross negligence. ALUTEC VISION shall only be liable for simple negligence if ALUTEC VISION or its vicarious agents violate an essential contractual obligation (so-called “cardinal obligation”) or the life, body or health of a person. Cardinal obligations are those obligations, the fulfilment of which enables the proper execution of the contract in the first place and on whose compliance the customer may regularly rely. These are therefore obligations the breach of which jeopardises the achievement of the purpose of the contract. In addition, the liability of ALUTEC VISION, regardless of the legal reason, isexcluded.
10.2 ALUTEC VISION shall be liable for intentional damage and/or damage resulting from culpable injury to life, body or health for itself and its vicarious agents indefinitely. The same applies to damages caused by ALUTEC VISION, its legal representativesand/or executives through gross negligence. Otherwise, the liability of ALUTEC VISION is in accordance with the clause 10.1 do them damage that is typically foreseeable in the contract
10.3 The disclaimers and limitations of liability in accordance with clauses 10.1 and 10.2 do not apply to claims under the Product Liability Act or other mandatory statutory provisions. The statutory provisions on the distribution of the burden of proof shall also remain unaffected by the provisions of paragraphs 10.1 and 10.2.
10.4 Liability for consequential damages and damages is expressly excluded, unless we are guilty of intent or gross negligence. A claim for recourse or compensation for damages paid by the buyer to us is expressly excluded.
10.5 For our samples and samples (hereinafter referred to as samples), the following applies:
10.5.1 Samples are produced under different conditions than those given in the subsequent production process. It is therefore inevitable that the goods we supply and our samples will not be completely identical.
10.5.2 The characteristics of the samples are therefore not to be regarded as the agreed quality of the goods to be delivered by us. On the contrary, only the relevant technical standards, the drawings of the AN and any expressly contractually agreed quality are decisive for these deliveries of goods.
11.1 The customer will neither exploit nor communicate to third parties the business and trade secrets of ALUTEC VISION, which have become known to him during the execution of the contract and/or the negotiations thereto. In particular, the customer will not make offers, drafts and the like available to third parties.
11.2 If the contract with ALUTEC VISION is not concluded, the customer will immediately return offers, drawings, drafts and the like that ALUTEC VISION has made available to him in connection with the contract.
- Country of performance for all services of ALUTEC VISION is Turkey.
- Applicable law / place of jurisdiction
13.1 The legal relationship between ALUTEC VISION and the customer is governed exclusively by international commercial law to the exclusion of private international law and the UN Sales Law.
13.2 The place of jurisdiction for all disputes arising out of or in connection with the contract between ALUTEC VISION and the customer is Istanbul Turkey. AluTEC VISION, however, has the right to bring actions against the customer also at its general legal jurisdictions.
- Final provisions
14.1 Additions and/or amendments to the contract between ALUTEC VISION and the customer require written form to be effective. This also applies to an amendment or cancellation of this written form requirement.
14.2 A full or partial transfer of the rights and obligations arising from the contract to third parties requires the written consent of the other Party.
14.3 Should individual provisions of these GtC or parts thereof be or become ineffective, this shall not affect the validity of the remaining provisions or those of the contract.
(as of February 2021)
Terms and Conditions Supplements
Modification or addition of the terms of delivery and payment:
Our terms of delivery and payment, with which our customer agrees upon to place the order, shall apply exclusively to future transactions, even if they are not expressly referred to, but have been received by the customer in the case of an order confirmed by us. If the order is placed in a different way from our terms of delivery and payment, our terms of delivery and payment shall only apply, even if we do not object. Deviations therefore only apply if they have been expressly acknowledged by us in writing.
We are entitled to assign the claims arising from our business relationships. In this case the following additional terms apply.
The contractual relationship is exclusively subject to the international trade, in particular the Turkish Code Of Law and The Commercial Code. The provisions of the UN Convention on Contracts for the Purposes of the Treaty shall not apply.
The place of jurisdiction is, at our choice, the registered office of the company or a local commercial court in Turkey.
If the buyer is in default with any payment obligations, all existing claims become due immediately.
In order to assert the rights arising from retention of title, a withdrawal from the contract is not required, unless the customer is a consumer.
All payments with debt-relieving effect shall be made exclusively to the bank details indicated in the pro-forma or export invoices, with a SWIFT transfer. Local costs for all foreign payments shall be borne by the customer of the corresponding SWIFT transfer.
Alutec Vision San.ve Tic.Lti. reserves the right to assign its rights to a financial services institution (factoring). When we assign our receivables and hand over the customer management, we will forward the following data to a financial services institution (factoring):
- Name and address of our customers
- Data of our receivables to our customers (in particular gross amount and due date)
- if necessary, the names of contact persons and contact details of our customers (telephone number, e-mail address) in their home for the reconciliation of customer accounts
The financial services institution (factoring) will pass on the company data of the customers to credit agencies and commodity credit insurers as well as to processors (IT data processing, printing service providers, etc.).
The further details on data processing can be found in the “Information Data Protection” ofthe respective financial services institution (Factoring) and its data protection declarations.
A set-off by the customer with counterclaims is excluded, unless the counterclaims are undisputed or legally established. The assertion of a right of retention by the customer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
For deliveries of goods:
The delivered goods remain Alutec Vision San.ve Tic. Ltd.Şti.’s property until full payment of all outstanding claims. The customer is entitled to resell within the scope of the normal course of business, as long as he is not in default of payment. However, the customer may not pledge the goods subject to retention of title or transfer them for security reasons. The customer already assigns to us the claims for remuneration against his customers from a resale of the reserved goods as well as those claims of the customer with respect to the reserved goods arising from another legal reason (including against third parties).
A processing or conversion of the reserved goods by the customer is always carried out for us. If the goods subject to retention of title are processed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (invoice amounts incl. local taxes) to the other related or mixed items at the time of connection or mixing. If the customer’s item is to be regarded as the main thing, the customer shall transfer to us, on a pro rata basis, co-ownership of the of this matter. We accept the transfer.
The customer will store the resulting sole ownership or co-ownership of a thing for us.