YEO Teknoloji Enerji ve Endüstri A.Ş. Disclaimer

YEO TEKNOLOJİ ENERJİ VE ENDÜSTRİ A.Ş.

PURCHASING TERMS AND CONDITIONS AND CONTRACT

  1. General Provisions

These YEO TEKNOLOJİ ENERJİ VE ENDÜSTRİ A.Ş. Purchasing Terms and Conditions and Contract (hereinafter referred to as PTCC) are a complete and integral part of our purchase order and supply system. They may only be amended subject to special conditions to which we agree in writing. Unless a separate purchase contract exists between us and our Supplier, these PTCC constitute our sole commitment to the Supplier with respect to orders and supply purchases, and supersede all other offers, written communications, or prior commitments which are not specified in the respective order and the purpose of which is supply purchases. Order terms might not be detailed or exhaustive and the Supplier shall comply with all applicable legal regulations, applicable good trade practices, professional practices, and internal security legislation in Türkiye and also international standards and laws. “Supply” means the subject matter of orders (products, materials, equipment, service provisions, intellectual services, etc.) and all other related documents and the supply process.

  1. Notice of Receipt – Order acceptance

An order is finalized after PTTC are filled with date, stamp and signature by the Supplier and submitted back to us (for confirmation). However, in such a case, YEO reserves the right to cancel the order without any compensation. Unless otherwise specified in writing between the parties, the delivery date specified in PTCC is the date of arrival of the goods at the YEO TEKNOLOJİ ENERJİ VE ENDÜSTRİ A.Ş. (hereinafter referred to as “YEO”) Warehouse (to the address specified above).

  1. Quality, Health, Safety and Environment

By signing PTCC and accepting the order, the Supplier warrants that the goods and/or services supplied are equipped with all necessary or standard safety mechanisms and comply with all legal and regulatory provisions relating to Quality, Health, and Safety. The Supplier shall comply with all relevant national and international legislation and laws and take the necessary measures in accordance with the legal and regulatory provisions relating to Quality, Health, and Safety. In particular, the Supplier shall specify the measures regarding the use of the supplied goods. If such supplied goods involve any nonconformity or pollution or contain parts subject to specific legislation, the Supplier shall inform YEO on the date of delivery regarding the measures that we must take in accordance with the applicable regulation and for the possible damage (or related waste material) that may arise after use. Compliance with this provision constitutes the most fundamental and definitive condition of our orders.

  1. Plans – Drawings – Sets

Any kinds of plans, drawings, documents, models, etc. created on behalf of YEO or submitted to the Supplier by YEO shall not be used by the Supplier for any different purpose without YEO’s prior written approval. Any such item shall be returned to YEO at the time of its first demand. Unless otherwise stated, it is hereby accepted by the parties that YEO has the intellectual property right on the documentation and all kinds of information entrusted to the Supplier and that the Supplier shall return them at the first request by YEO. In addition, the Supplier also undertakes to provide the correct maintenance and protection for all kinds of items received from YEO.

  1. Supplier’s corporate social and environmental responsibility – General principles

Supplier agrees that it is aware of and will adhere to all kinds of obligations of YEO (ISO certificates, laws, legislation, regulations, commitments, professional obligations, etc.). In particular, the Supplier agrees to comply with environmental protection, applicable social legislation, occupational health and safety, the fight against any kind of nonconformity, and competition rules. Accordingly, the Supplier agrees to act in accordance with national and international legal and regulatory texts, legislation, and agreements. YEO reserves the right to conduct audits/inspections at any time to ensure that the Supplier acts in accordance with all stipulations mentioned herein.

  1. Transfer to the subcontractor

The Supplier may transfer its obligations to a subcontractor subject to a written permission of YEO; even in this case, YEO reserves the right to cancel the order without the need for any justification. If YEO accepts supply from a subcontractor, this does not eliminate the Supplier’s liability; the Supplier shall jointly and severally be liable to YEO for all actions and inactions of the subcontractor.

  1. Shipping

The supplied goods shall be shipped in such a way that they are not subject to any deterioration/unsuitability during shipment and storage. The Supplier shall issue all required documents and obtain all required permits. Shipping shall be made in accordance with the International Trade Rules – INCOTERMS applicable on the date of shipment of the goods supplied. The Supplier shall submit the delivery note and all related documents specifying the details of the order together with the supplied goods. Storage and loading & unloading expenses or other expenses, penalties, etc. arising from any delay in submitting these documents, any inadequate information involved in the shipping documents or due to reasons caused by the Supplier’s shipper shall be borne by the last intermediary declared.

  1. Delivery dates

All delivery dates specified in an order shall be adhered to. If a contractual delivery date is not respected, YEO has the right not to accept such supply goods, to reduce or cancel the order, or to obtain the goods from elsewhere at the cost and risk of the Supplier. Failure to comply with the delivery dates may result in the extension of the payment term by YEO or the imposition of a penal sanction of 0.1% per day over the invoice price for each day of delay. If the goods supplied do not comply with the order, they will not be considered as delivered within the delivery period and the invoice will not be paid. As soon as the Supplier realizes that there may be a possible delay, it shall notify YEO in writing in order to mitigate any damages. This notification shall not relieve the Supplier from the consequences of late delivery or non-delivery.

  1. Delivery and circulation of vehicles

The Supplier shall strictly comply with the safety and circulation instructions regarding the goods acceptance area to be determined by YEO in the relevant application site (construction site, etc.) and undertake that its own shipper shall also comply with these obligations. Otherwise, the Supplier shall be liable for any direct/indirect loss/damage that may occur.

  1. Acceptance – Warranty

Following delivery, the quantity and quality control of the order will be carried out at the delivery site or the relevant application site (construction site, etc.) specified in the order, where acceptance will take place. The supplier shall deliver the products undamaged and, if any damage is detected during delivery, unconditionally accept the return of the damaged products and, if necessary, provide a replacement on a mutually agreed date. Such acceptance shall not release the Supplier from its obligations, whether a report has been issued or not. Notwithstanding statutory warranties and unless otherwise agreed between the Parties, the Supplier acknowledges in advance that it has a warranty obligation for the supply material for a period of twenty-four months from the date of acceptance or commissioning against any non-conformity with the order, design, manufacture or any material defect, non-conformity in use, and/or non-conformity in any way in violation of good commercial practices and applicable laws and regulations. The Supplier shall at all times be liable for reimbursement of the price of the defective goods supplied and for compensation for any direct or indirect damage inflicted. A returned material shall be taken back by the Supplier within a maximum period of one month from such a return notice, otherwise YEO is authorized to destroy the goods without prejudice to the right to claim the refund and damages. If any defects occur during the warranty period, the warranty period shall be extended by a period equal to the period during which the supply material is unsuitable for use; if it must be partially or completely replaced, the warranty period shall apply from such replacement. Furthermore and without limiting the foregoing, the Supplier shall be liable for all damages and losses of any kind resulting from latent defects in the goods sold.

  1. Price – Payment terms

In any supply process to be carried out with the Supplier, the prices and maturity specified in PTCC submitted by YEO to the Supplier are valid. Each invoice is issued entirely according to the relevant PTCC and sent to the address specified therein. All non-conforming invoices will be rejected and returned to the Supplier. In case of order cancellation, the Supplier hereby agrees and undertakes to return the price paid so far to YEO immediately. The total interest to be applied in case of delay in the payment to be made in accordance with PTCC may not exceed 10% of the total value of the order.

  1. Transfer of title and risks

Transfer of title and risks incidental thereto shall apply from the validly executed delivery of the goods to their destination.

  1. Confidentiality

The Supplier hereby agrees that the information transmitted by YEO (or its affiliates) during the consultation and / or order process is “trade secret” and “confidential information” and may not be disclosed to any third party in any way without obtaining prior written approval. In addition, the Supplier may provide all such confidential information defined above only to the staff who need it to perform the relevant task as much as necessary for the performance of the work. This Confidentiality clause is valid for five years in the event of termination of these PTCC for any reason or signing of a new contract.

  1. Confidentiality, industrial and intellectual property rights

The Supplier shall not disclose the information shared with it during quotation and/or order fulfillment to any third party under any circumstances without the express prior written consent of YEO and that such information is strictly confidential information. The Supplier also undertakes to use such information only for quotation and/or order fulfillment requirements and to share it only with its employees who need such information to fulfill their duties. The information remains the property of the Party to which it belongs. The Supplier undertakes not to modify any information provided to it directly or indirectly, or use it for any purpose other than the performance of its business, without express prior written consent. All information of whatever type, process, data, know-how, R&D product, software, equipment or any other information within the scope of intellectual property produced for the order, and all documents, reports, plans, drawings, models and software produced in connection with order fulfillment are the property of YEO. The property rights transferred in this way for information that can be protected by copyright cover promotion, copying, translation, adaptation, modification, modification, marketing, use, possession, reproduction and, more generally, exploitation rights for all purposes. This rule applies so that such rights can be legally protected in all countries of the world and in each country separately. Any breach of this provision shall result in the immediate termination of the present PTCC and cooperation by YEO for just cause and any damages shall be claimed.

  1. Cancellation

If the Supplier fails to fulfill its obligations arising from the order/contract in whole or in part, we reserve the right to cancel the relevant order in whole or in part, without prejudice to any rights YEO may have.

  1. Damage and Insurance

The Supplier undertakes that it is fully liable for all kinds of material or non-material damages and physical injuries to YEO or third parties, their representatives or agents, whether caused by the Supplier’s failure to comply with its contractual obligations or by the Supplier, its representatives, agents or subcontractors not fulfilling their responsibilities. Until the moment of delivery of the products subject to PTCC to YEO, the Supplier shall make an insurance contract to cover any consequences in connection with the above-mentioned obligations and any damages to which the goods might be exposed.

  1. Disputes

These terms and conditions are subject to the laws of the Republic of Türkiye, and Istanbul (Central) Courts and Enforcement Offices are authorized to resolve any disputes arising from these PTCC. These terms and conditions apply to any trading procedure with YEO, and any transaction related to the order (acceptance / shipping / supply etc.) clearly reveals that all these terms are accepted.

These YEO TEKNOLOJİ ENERJİ VE ENDÜSTRİ A.Ş. PURCHASING TERMS AND CONDITIONS AND CONTRACT consist of 4 (four) pages and 17 (seventeen) articles. If it is signed and then converted into a contract, it shall be valid from the date of signature and continue until it is terminated.

YEO TEKNOLOJİ ENERJİ VE ENDÜSTRİ A.Ş.

Marmara Kule Sitesi B-Blok No:2/1

34870 Kartal / İstanbul – Türkiye

+90 216 494 26 76

info@yeo.com.tr