International Sales Contract
Please pay attention: The original version of this text is in English. Its translation in other languages was made automatically by artificial intelligence software. If you do not understand or have doubts, please refer to the English version.
We know it’s tempting to skip Terms of Service, but it’s important to establish what you can expect from us as you use the Towel Age - Huseyin Gonullu website, and what we expect from you.
This International Sales Contract reflect the way Towel Age works, the laws that apply to our company. As a result, this International Sales Contract help define Towel Age - Huseyin Gonullu's relationship with you as you interact with our services. For example, these terms include the following topic headings:
- What you can expect from us explaining how we sell our in-stock goods and how we produce your custom designs
- What we expect from you, which establishes certain rules for using our services
- Content in Towel Age services, which describes the intellectual property rights to the content you place to order for manufacturing with our services — whether that content belongs to you, to your client, or others
- In case of problems or disagreements, which describes other legal rights you have and Towel Age - Huseyin Gonullu has, and what to expect in case someone violates these terms
To be able to buy our products in bulk or to order custom design or special manufacturing and to benefit from our additional services, you must register on our website and you must accept this International Sales Contract.
Understanding these terms is important because, by using our services, you’re agreeing to these terms.
Besides these terms, we also publish a Terms of Service and a Privacy Policy. We encourage you to read it to better understand our company and our policies.
INTERNATIONAL SALES CONTRACT
Part A: INDIVIDUALLY NEGOTIATED TERMS
1) Seller: TOWEL AGE - HUSEYİN GONULLU
TAX OFFICE: PAMUKKALE - TAX ID: 4090184652
ADDRESS: 1200 EVLER MAH. INONU CAD. NO.43/10 20050 DENIZLI / TURKEY
PHONE : +90 532 765 2274 E-MAIL : info@towelage.com
2) Buyer (name and address of principal = the person or entity for whom the contract is made AND name and title of authorized representative and/or contact person with phone and fax numbers)
BUYER NAME SIRNAME:
COMPANY NAME:
TAX ID:
ADDRESS:
PHONE & FAX:
E-MAIL :
COMPANY WEBSITE:
The party that is a member of the site as a Buyer is deemed to have accepted this contract and signed it online and accepted its legal binding.
3) Goods sold: Our company sells Peshtamal (aka Turkish Towel or loincloth), Peshtamal bathrobes, Peshtamal blankets, terry towels, terry bathrobes, beach bags, bedspreads, picnic mats, and other home textiles from stock. Our company also manufactures custom designed products in accordance with the buyer's request. In line with the buyer's request, we also coordinate the production of additional branding products such as labels, bags, parcels, boxes, stickers, embroidery by third-party companies, and offer branding and packaging services for the buyer's products.
3-1) Qualities: The qualities of the current products in-stock are as stated on the website. The qualities of the products produced in line with the buyer's request are as agreed upon in the correspondence with the buyer.
3-2) Material: Unless the buyer requests otherwise, our products are produced using 100% cotton yarn.
3-3) Yarn colors: The color of the warp yarn is the un-dyed raw yarn color (ivory) by default. If the buyer requests and looms are available, white warp color can be offered as an alternative. The use of white warp in weaving may cause price difference. In high quantity orders, the buyer may request the use of specially dyed warps. The price of this option may be different, as the warp yarn will have to be dyed specially. In addition, additional time is needed for the dyeing process of the yarn. It should be accepted that yarn dying process will delay the delivery deadline of the manufactured product.
Our company often keeps a large number of different colored weft yarns in stock. Buyer can choose colors from our COLOR PALETTE chart (can be seen on our web site or can be requested from us) for their special orders, and this leads us to manufacture their products faster.
3-4) Natural shrinkage of cotton: The standard manufacturing size of Peshtamal's (Turkish Towels, loincloths) is specified as 100 x 180 cm. Due to the nature of the cotton after pre-washing, some shrinkage occurs. Depending on the weaving frequency of the product, this shrinkage can be up to 10%. This shrinkage caused by the natural feature of cotton does not mean that the product is defective and it cannot be objected to.
3-5) Perception in a lighter color: Raw (ivory) cotton yarn or white dyed cotton yarn is used as warp in Peshtamal production. Due to the weaving technique used, the warp yarn can also be seen on the surface when viewed closely. The color of the yarn used in the warp causes the color of the yarn used in the weft to be perceived in a lighter tone. This is a normal effect due to the nature of the weaving technique. The fact that the color of the product is perceived as light due to the warp thread does not mean that the product is defective and this situation cannot be objected to.
3-6) Sample manufacturing: If sample production is possible, the seller can quote the buyer a special price for sample production. The price of sample production is not related to the wholesale price of other products. It is normal to have a higher price, as it will require pattern drawing and a loom dedicated to the production of buyer's sample manufacturing. In line with the buyer's request, the sample or samples can be sent to the buyer by cargo or air-cargo. The shipping fee is not included in the sample fee and is charged separately.
3-7) Fringes: The Peshtamal is traditionally a towel with fringes on both short sides. These fringes are obtained by wrapping or tying the warp threads left as excess. In special productions, the fringes are bent with an automatic machine unless the buyer specifically requests it to be in another way. If the buyer requests, the fringe yarns can be knotted or hand twisted. Additional fees may apply if this is requested after the quote has been submitted.
3-8) Pre-washing: In principle, pre-wash is not included in our prices. The buyer must indicate that he/she wants a pre-wash when requesting a price quote. If a pre-wash is requested after the quote has been submitted, an additional fee will be charged for the pre-washing.
3-9) Label Sewing: The buyer may request that his/her own brand label be sewn on the products he/she has ordered and paid for. In this case, the buyer must provide the information regarding the label sizes and the design of the label. Sewing the label on the product is free of charge. However, since the label is produced by third-party companies, the production of the label is subject to a fee. If the buyer has the label produced in Turkey and delivered to the address given to him/her, label sewing can be done free of charge. We cannot accept the shipping of labels from abroad as it will be subject to customs clearance. Free label sewing is valid for ONE label and is applied for standard sizes. If a label sewing is requested other than the generally accepted label formation or if more than one label sewing is requested, an additional fee is charged.
3-10) Embroidery order: Requesting embroidered text or figures on the products is subject to an additional fee. In this case, a price quote is given separately according to the size of the embroidery and the number of stitches. If the minimum order quantity (MOQ) is met, a separate price quote is given according to the desired embroidery size and number of stitches.
3-11) Paper label and/or box order: In line with the buyer's request, printed labels, brochures, and boxes can be produced in the printing house. This service is subject to an additional fee if it meets the MOQ and varies according to the specs and quantity of the products requested.
3-12) Packaging: Unless otherwise stated, we ship our products in individual plastic clear bags and 40x60x40cm cardboard boxes. The buyer may request the production of a transparent bag bearing his own brand or a special cardboard box bearing his own brand. This service is subject to additional charges if it meets the MOQ.
4) Contract price
4-1) The prices of the products in stock are available on our website and these are EXW prices. The price does not include additional service items such as pre-washing, label manufacturing, paper label/brochure/wrap-band manufacturing, branded box, branded polyester bag, or branded parcel manufacturing.
4-2) For citizens of the Republic of Turkey or the companies registered Turkey, VAT is added to the price. Our prices do not include VAT.
4-3) In custom-made productions, the price is shaped according to various production components. The quality and thickness of the warp and weft threads to be used, the production technique (such as dobby or jacquard weaving), the working principle of the loom (such as manual, semi-automatic black loom or fully automatic), the number of orders and the additional services requested are the main factors affecting the price and deadline.
4-4) All our prices are ex-works (EXW) prices. According to Turkey's legislation, export goods are not subject to VAT.
4-5) Our company makes its shipments with DHL or UPS. In some cases we can also make the shipment via FedEx or TNT. The cost of the shipment and insurance is separately indicated to the buyer. We can also ship to European countries by truck or ship, or we can ship to the Americas.
5) Delivery terms
5-1) As mentioned in the articles 4-1 and 4-4 all our prices are ex-works (EXW) prices.
5-2) At the request of the buyer, we can make the shipment with or without insurance.
5-3) In case of uninsured shipment, the risk belongs to the buyer in all adverse cases such as partial or complete loss, damage, partial or complete failure of delivery the products.
5-4) When the insured shipment is made, legal responsibilities such as reporting the problems to be experienced in the delivery of the products, keeping a report and notifying the cargo company belong to the buyer. Even though the cargo is insured, the seller is not responsible for the loss of rights caused by the buyer's fault.
5-5) Customs duty or similar additional obligations to be requested by the buyer's country belongs to the buyer. Where applicable, the buyer can pay the customs duty via the carrier's website.
5-6) The buyer is responsible for paying any additional fees that may be charged by the carrier company, due to reasons such as unpaid customs duty, requesting the delivery vehicle with an elevator, delaying the delivery of the goods by keeping the delivery vehicle waiting longer than the permitted time and, etc. If the carrier company reflects this payment to our company because the buyer does not make the requested payments, our company has the right to demand these additional payments from the buyer.
5-7) After receiving the cargo parcels, the carrier companies measure the size and weight again with sensitive devices, including lasers in their central warehouses. Since this last measurement is accepted as the basis for the pricing, the first price reported to us can be changed by the cargo company later on. In such cases, our company has the right to demand from the buyer the additional payment to be reflected by the cargo company.
6) Carrier
Our company works with international carriers, DHL and UPS as main carriers, and in some cases also FedEx and TNT.
- UPS Denizli Service Provider address: Bozburun Mevkii 7050 Sokak No 7/1 Denizli / Turkey
Call Center Number: +90 850 255-0066 - DHL Denizli Service Provider address: Karsiyaka, Ankara Blv. No:142, 20170 Denizli / Turkey
Call Center Number: +90 444-0040 - FedEx & TNT Denizli Service Provider address: Guzelkoy Mh, 249. Sk. No:4 Sok No:5, 20170 Merkezefendi / Denizli / Turkey
FedEx Call Center Number: +90 444-9339
TNT Call Center Number: +90 444-0868
7) Time of delivery
We work with the world's leading cargo companies in cargo transportation so that the products can be delivered to our buyers' addresses as quickly as possible. However, we hope that all of our valued buyers can appreciate and understand that we have no control of the international shipping process and the customs clearance after the package has been dispatched from our warehouse. Our company does not accept any responsibility for delays caused by cargo or customs procedures.
After the buyer's order is received by the cargo company, the bill of lading number (aka Waybill or Tracking ID) created by the cargo is shared with our buyers. The buyer can track his/her cargo on the cargo company's website.
8) Inspection of the goods
8-1) The buyer or his authorized agent can inspect the products ordered before packing when the production is completed under the supervision of the manufacturer. All fees and costs associated with inspection are the buyer's responsibility.
8-2) Since the products will be delivered to the cargo after being packed, an inspection cannot be done. If the buyer insists to inspect after the packing is completed, an additional service fee may be charged.
9) Retention of title
9-1) Until the Buyer fulfills all its obligations due to the Seller now or in the future regardless of the legal basis, the Seller is entitled to retain the title to goods supplied. The Buyer may not dispose of the goods subject to retention of title.
9-2) In case of third party access, in particular committing officers, to the goods subject to retention of ownership, the Buyer must point out that the goods are owned by the Seller and shall inform the Seller immediately so that it can insist on its rights of ownership. If the third party is not in the position of reimbursing the Seller for court and private expenses occurring in this context, the Buyer shall be held liable. Should the Buyer act in breach of contract, especially in case of default in payment, the Seller is entitled to reclaim the goods subject to retention of title and, if necessary, demand assignment of the Buyer’s right to recovery vis-à-vis third parties. Retraction and distraint of the goods subject to retention of title by the Seller do not represent a rescission of the contract.
10) Payment conditions
10-1) Our company accepts orders with payment in advance.
10–2) When the buyer orders the products in stock, he/she must pay the full cost of the order, shipping and insurance. If the buyer has requested pre-washing, label production, embroidery or custom branding services, they must include the cost of these services in the payment.
10-3) If the buyer has placed a special production order and the order is over 1000 pieces, he/she can make the payment in two installments. Namely; he/she must pay for the products and additional services (including pre-washing, label production, embroidery or custom branding services) to be produced as the first installment. As the second installment, he/she has to pay the shipping and insurance fee before shipment. The seller is not responsible for the delay in the delivery of the products to the carrier due to the delay in the completion of the payment. Please be advised that deliveries to the courier company after 14:00 Turkish time (GMT +3) may take place the next day.
For orders less than 1000 pieces, the rule in article 10-1 applies and all fees including extra services, shipment and insurance fees must be paid in advance.
10-4) Buyers can make their payments using the payment infrastructure on the website (towelage.com) or by electronic transfer (SWIFT - BIC) to our company's USD, EURO or TL currency bank accounts.
- Business name: Towel Age - Huseyin Gonullu
- Address: 1200 Evler Mah. Inonu Cad. No: 43 Da: 10 Merkezefendi
- City: Denizli
- Country: Turkey
- Postal code: 20050
- Recipient's email address: info@towelage.com
#1 Bank name: QNB FINANSBANK
- Branch: Bayramyeri (Branch code: 00201)
- Branch Address: Saraylar, 496. Sk. No:9, 20010 Merkezefendi/Denizli / TURKEY
- SWIFT code (BIC): FNNBTRISOPS
- USD IBAN: TR69 0011 1000 0000 0101 5360 53
- EURO IBAN: TR37 0011 1000 0000 0101 5360 47
- TL IBAN: TR02 0011 1000 0000 0101 3001 91
#2 Bank name: Turkiye Vakiflar Bankasi T.A.O.
- Branch: Saltak Denizli Branch (Branch code: 998)
- Branch Address: Sirakapilar Mah. Saltak Caddesi No: 42/A Merkezefendi 20010 Denizli / TURKEY
- SWIFT code (BIC): TVBATR2A
- USD IBAN: TR43 0001 5001 5804 8018 9656 92
- EURO IBAN: TR98 0001 5001 5804 8019 6180 94
- TL IBAN: TR78 0001 5001 5800 7286 6484 32
11) Documents
11-1) Documents to be provided by the seller
- Transport documents, namely the bill of lading number (aka Waybill or Tracking ID)
- Commercial invoice
- Packing list
- Certificate of origin
11-2) Documents to be provided by the buyer
- Certificate of inspection by . . . . . . . . . . . . . . . . . . (if applicable)
- Import license
- The receipt of payment (in case of need)
12) Cancellation date
If the buyer has not requested any additional action on the products he/she ordered, he/she can cancel the shipping of the order until the products leave the warehouse for shipping. In this case, the fee paid for the cargo and insurance, if any, is credited to buyer's account. In return for the effort spent on making the products ready for shipping, up to 25 percent of the price paid for the products is deducted, provided that it is not less than 100 USD, and the remaining amount is credited to the account. The buyer can use this credit held in his account to purchase other products.
If the buyer has requested additional processing such as pre-washing, label sewing, embroidery for the products he has ordered from the in-stock products, then this order cannot be canceled because the product is personalized with the buyer's brand.
If the buyer has ordered a special production, it is not possible to cancel the order because the products are specially manufactured for the buyer. The fact that the buyer pays for production means that he/she placed the order for production. The buyer is responsible for checking all the features of the product he/she requested and making sure that it is the product he/she wants before paying the fee.
In no event shall the Seller be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, coup, nuclear or natural catastrophes or acts of God, earthquakes, epidemics, flood, fire, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it is being understood that the Seller shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.
13) Liability for delay by seller
ALL ORDERS ARE ACCEPTED UPON THE CONDITION THAT THE SELLER SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND FOR FAILURE TO DELIVER WITHIN THE INDICATED TIME, FOR ANY REASON WHATSOEVER. ANY DATE FOR SHIPMENT MENTIONED INDICATES MERELY SELLER'S PRESENT EXPECTATIONS AND INTENTIONS IN THAT REGARD.
14) Liability for non-conforming goods
Should the Contract include The Buyer purchasing textile products from the Seller, Buyer shall have the right to reject nonconforming goods, or a nonconforming tender only if such nonconformity impairs the value of the goods by more than ten (10%) percent of the contract price. Buyer’s failure to give notice of any claim within five (5) days from the date of delivery shall constitute an unqualified acceptance of the goods and a waiver by The Buyer of all claims with respect to the goods. The Seller shall have the right to cure nonconformities in the goods or in their tender, provided that The Buyer notifies The Seller within five (5) days of notification of the nonconformity of its intent to cure. Any such cure must occur within ninety (90) days of the notification of the nonconformity.
The Buyer cannot accuse The Seller of liability under any name, such as loss of profits, consequential damages, court and attorney fees, with the claim of non-compliance of the products.
15) Limitation of liability where non-conforming goods are retained by the buyer
The price abatement for retained non-conforming goods shall not exceed 5 % of the manufacturing price of such goods.
16) Time-bar
Buyer has to inspect goods immediately upon arrival and notify any lack of conformity in the time and place of delivery, quality or quantity of the goods, or any accompanying documents within 2 days of arrival. Any non-conformity that was undetectable upon arrival has to be notified within 2 days of discovery and in any case no later than 5 days of arrival.
Before any action for non-conformity of the goods is taken, the buyer has to notify the seller and provide an opportunity for the seller to cure the lack of conformity.
Any action for non-conformity of the goods must be taken by the buyer not later than 5 days from the date of arrival of the goods at the destination.
17) Applicable law
This sales contract is subject to the domestic law of the Republic of Turkey. This sales contract will be subject to the domestic law of the Republic of Turkey without CISG.
18) Resolution of disputes
Any dispute regarding this contract will be governed by the courts in Denizli province in Turkey. The parties will not apply to the court unless it is attempted in good faith.
19) Merger clause
This is the entire agreement between the parties and supersedes any communications, negotiations, and agreements with respect to its subject matter prior to its conclusion. Any subsequent agreements and modifications must be in writing and signed by duly authorized representatives of both parties.
Part B: GENERAL CONDITIONS
Art.1 General
1.1 These General Conditions are intended to supplement the Specific Conditions (pages 1-7 of the present contract). In case of contradiction between these General Conditions and any Specific Conditions agreed upon between the parties, the specific conditions shall prevail.
1.2 Any questions relating to this contract which are not expressly or implicitly settled by the provisions contained in the contract itself (i.e. these General Conditions and any specific conditions agreed upon by the parties) shall be governed: A. by the law of the Republic of Turkey, by reference to the law of the country where the Seller has his place of business.
1.3 Any reference made to trade terms (such as EXW, FCA, etc. ) is deemed to be made to the relevant term of the INCOTERMS published by the International Chamber of Commerce.
1.4 Any reference made to a publication of the International Chamber of Commerce is deemed to be made to the version current at the date of conclusion of the Contract.
1.5 No modification of the Contract is valid unless agreed or evidenced in writing.
Art. 2 Characteristics of the goods
2.1 It is agreed that any information relating to the goods and their use, such as weights, dimensions, capacities, prices, colors, and other data contained in catalogs, prospectuses, circulars, websites, advertisements, illustrations, price-lists of the Seller, shall not take effect as terms of the contract unless expressly referred to in the Contract.
2.2 Unless otherwise agreed, the Buyer does not acquire any property rights in software, drawings, etc. which may have been made available to him. The Seller also remains the exclusive owner of any intellectual or industrial property rights relating to the goods. Only if the buyer has shared a design or pattern whose intellectual property rights belong to him/her for production purposes, the intellectual property rights of this design belong to the buyer.
Art. 3 Inspection of the goods before shipment
If the parties have agreed that the Buyer is entitled to inspect the goods before shipment, the Seller must notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the agreed place.
Art. 4 Price
4.1 If no price has been agreed, the Seller's current list price at the time of the conclusion of the Contract shall apply. In the absence of such a current price, the price generally charged for such goods at the time of the conclusion of the Contract shall apply.
4.2 Unless otherwise agreed in writing, the price does not include VAT, and is not subject to price adjustment.
4.3 The price indicated under A-4 (contract price) includes any costs which are at the Seller's charge according to this Contract. However, should the Seller bear any costs which, according to this Contract, are for the Buyer's account (e.g. for transportation or insurance under EXW or FCA), such sums shall not be considered as having been included in the price under A-2 and shall be reimbursed by the Buyer.
Art.5 Payment conditions
5.1 Unless otherwise agreed in writing, or implied from a prior course of dealing between the parties, payment of the price and of any other sums due by the Buyer to the Seller shall be in advance. The amounts due shall be transferred, unless otherwise agreed, by teletransmission to the Seller's bank in the sellers country for the account of the Seller and the Buyer shall be deemed to have performed his payment obligations when the respective sums due have been received by the Seller's bank in immediately available funds.
5.2 If the parties have agreed on payment in advance, without further indication, it well be assumed that such advance payment, unless otherwise agreed, refers to the full price, and that the advance payment must be received by the Seller's bank in immediately available funds at least 30 days before the agreed date of delivery or the earliest date within the agreed delivery period.
If advance payment has 'been agreed only for a part of the contract price, the payment conditions of the remaining amount will be determined according to the rules set forth in this contract's in the 3rd paragraph of "Section A: INDIVIDUALLY NEGOTIATED TERMS, Article 10".
5.3 If the parties have agreed on payment by documentary credit, then, unless otherwise agreed, the Buyer must arrange for a documentary credit in favour of the Seller to be issued by a reputable bank, subject to the Uniform Customs and Practice for Documentary credits published by the International Chamber of Commerce, and to be notified at least 30 days before the agreed date of delivery or at least 30 days before the earliest date within the agreed delivery period. Unless otherwise agreed, the documentary credit shall be payable at sight and allow partial shipments and transshipments.
5.4 If the parties have agreed on payment by documentary collection, then unless otherwise agreed, documents will be tendered against payment (D/P) and the tender will in any case be subject to the Uniform Rules for Collections published by the International Chamber of Commerce.
5.5 To the extent that the parties have agreed that payment is to be backed by a bank guarantee, the Buyer is to provide, at least 30 days before the agreed date of delivery or at least 30 days before the earliest date within the agreed delivery period, a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or a standby letter of credit subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce, in either case issued by a reputable bank.
Art. 6 Interest in case of delayed payment
6.1 If a party does not pay a sum of money when it falls due the other party is entitled to interest upon that sum from the time when payment is due to the time of payment.
6.2 Unless otherwise agreed, the rate of interest shall be 2% above the average bank short-term lending rate to prime borrowers prevailing for the currency of USD or EURO.
Art.7 Retention of title
If the parties have validly agreed on retention of title, the goods shall remain the property of the Seller until the complete payment of the price, or as otherwise agreed.
Art.8 Contractual term of delivery
Unless otherwise agreed, delivery shall be "Ex Works" (EXW).
Art. 9 Documents
Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable Incoterm or, if no Incoterm is applicable, according to any previous course of dealing.
Art. 10 Late-delivery, non-delivery and remedies therefor
10.1 In case of delay in the delivery of any goods, the Seller does not accept any penal clause.
10-2 The Parties have agreed that the Seller will manufacture the goods and/or customize the ordered products upon the Buyer's order according to this contract. Therefore, the seller does not accept orders in any case cancellation after the order has been confirmed by the buyer (including force majeure).
Art.11 Non-conformity of the goods
11.1 The Buyer shall examine the goods as soon as possible after their arrival at destination and shall notify the Seller in writing of any lack of conformity of the goods within 5 days from the date when the Buyer discovers or ought to have discovered the lack of conformity. In any case the Buyer shall nave no remedy for lack of conformity if he fails to notify the Seller thereof within 5 days from the date of arrival of the goods at the agreed destination.
11.2 Goods will be deemed to conform to the contract despite minor discrepancies which are usual in the particular trade or through the course of dealing between the parties but the Buyer will not be entitled to any abatement of the price usual in the trade or through the course of dealing for such discrepancies.
11.6 Where the Buyer elects to retain non-conforming goods, he shall be entitled to a sum equal to the difference between the value of the goods at the agreed place of destination if they had conformed with the Contract and their value at the same place as delivered, such sum not to exceed 5% of the price of those goods.
11.6 If the Buyer elects to retain non-conforming goods, he/she shall be entitled to a deduction not exceeding 5% of the manufacturing value of the products. Freight and insurance amount are not taken into account in calculating this amount.
11.7 Unless otherwise agreed in writing, the remedies under this article 11 are exclusive of any other remedy for nonconformity.
11.8 Unless otherwise agreed in writing, no action for lack of conformity can be taken by the Buyer, whether before judicial or arbitral tribunals, after 5 days from the date of arrival of the goods. It is expressly agreed that after the expiry of such term, the Buyer will not plead non-conformity of the goods, or make a counterclaim thereon, in defense to any action taken by the Seller against the Buyer for non-performance of this Contract.
Art.12 Cooperation between the parties
12.1 The Buyer declares that he/she owns the intellectual property rights of the special design, logo, brand, or any pattern with the intellectual property he/she has ordered for the production, or that he/she is authorized to represent the persons or companies that have these rights. Any responsibility arising from placing an order for the production of works with intellectual property belongs to the Buyer.
12.2 The Seller will promptly inform the Buyer of any claim which may involve the product liability of the Buyer.
12.3 Unless otherwise stated in written, placing an order for manufacturing means that the Buyer consents images and videos of the product and production steps to be used by the manufacturer on its website, social media, and other print or online marketing materials.
Art. 13 Force majeure
Seller is not liable for a failure to perform any of his obligations in so far as he proves (a) that the failure was due to an impediment beyond his control, and (b) that he could not reasonable be expected to have taken the impediment and its effects upon his ability to perform into account at the time of the conclusion of the contract, and (c) that he could not reasonably have avoided or overcome it or its effects.
Art.14 Resolution of disputes
14.1 Unless otherwise agreed in writing, all disputes arising in connection with the present contract shall be finally settled under the law of the Republic of Turkey. Any dispute regarding this contract will be governed by the courts in Denizli province in Turkey. The parties will not apply to the court unless it is attempted in good faith.
14.2 An arbitration clause does not prevent any party from requesting interim or conservatory measures from the courts.
| For the Seller | For the Buyer |
| (Signature) | (Signature) |
| Name and Title: | Name and Title: |
| Date and Place: | Date and Place: |