1. Scope of application
Sales and deliveries of RINGSPANN Turkey are made exclusively in accordance with the following terms and conditions of delivery and payment ("Delivery Conditions"). The purchaser acknowledges the Terms and Conditions by placing an order or accepting delivery. The Terms and Conditions shall also apply to all future transactions with the purchaser. The validity of the deviating or supplementary terms and conditions of the purchaser shall be excluded, even if we have not expressly objected to them.
2. Offer and conclusion of contract
Our letters of offer and such of confirmation shall be exclusively decisive for the scope and type of delivery. The order is deemed to have been accepted when confirmed by us in writing; until then, our offer is non-binding. Dimensions, weights, images and drawings are only binding on the respective order if they have been confirmed by us in writing.
We reserve the right to ownership and intellectual property of illustrations, drawings, sketches and other documents. They must not be made accessible to third parties without our prior written consent and must be returned upon request.
The purchaser undertakes that the technical drawings submitted by him do not infringe the rights of third parties. We are not obliged to check whether the rights of third parties have been violated in the event of production on the basis of technical drawings submitted to us. The purchaser holds us harmless against and from any third-party claims based on the infringement of rights with the technical drawings submitted by him.
Workshop or individual part drawings will only be delivered by us if agreed upon at the time of order and confirmed by us in writing.
3. Prices and terms of delivery
Unless otherwise agreed by the parties, all prices are determined in EURO and on the basis of EXW (Dudullu / Istanbul warehouse – Incoterms 2020) delivery. VAT, Special Consumption Tax (ÖTV), non-standard packaging costs, handling fees and other official charges, transport insurance and special document issuance fees are not included.
Unless otherwise agreed, our prices valid on the date of conclusion of the contract will apply. The products are delivered packaged in accordance with the transportation agreed in the contract. Special packaging requests are subject to a separate charge.
4. Payment terms
Unless otherwise agreed in writing by the parties, the purchaser shall pay 50% of the product price in advance by bank transfer immediately after the order confirmation. The remaining 50% must be paid by the purchaser through the bank when the products are delivered to the first carrier. We are not obliged to deliver before the entire agreed payment amount reaches our account.
Unless otherwise agreed in writing, the costs for repairs, maintenance and other services are paid without deduction immediately upon invoicing.
The purchaser may only make set-offs or withhold payments with receivables that have been accepted by us in writing or fixed by a final judgment.
In the event that the purchaser defaults in payment, the commercial advance interest of the Turkish Central Bank will be applied for TRY receivables, and 12% default interest will be applied for Euro receivables. Any claim for further compensation for delay remains unaffected.
5. Record of Retention of Title
When we deem it necessary, we reserve the right to request the sale of the product subject to sale with the condition of retaining ownership. All notary and registration costs and other legal expenses that may arise in this context will be borne by the purchaser. Products whose ownership is reserved cannot be transferred, pledged or pledged by the purchaser to third parties. Furthermore, to safeguard against transfer of ownership to a bona fide third party, the relevant products will be marked with a clearly visible label or seal bearing the following words: "This machine (...) RINGSPANN Turkey Güç Aktarım Sistemleri Tic. Ltd. Şti. It cannot be transferred, pledged, seized, or guaran-teed."
6. Delivery time
Delivery time and delivery dates are considered approximate and are only binding if they have been contractually agreed. The delivery period shall commence as soon as all the technical details of the execution have been clarified and both parties agree on all aspects of the transaction.
Unforeseen events beyond our control, such as actions and restraints of public authorities, war, terrorist activities, revolution, riot or civil unrest, strikes, lockouts or other industrial actions, operational disruptions, late deliveries by our subcontractors, blockade or embargo, inability to supply energy, fuel, transport, equipment, other products or services, in the supply of labour, materials, products and raw materials in connection with the performance of this Contract In the event of force majeure such as difficulty, explosion, fire, flood or pandemics, our delivery and performance obligation is suspended. Delivery and performance dates are postponed or extended for the duration of the interruption.
Orders for delivery in more than one batch (partial delivery) are only accepted by us provided that a date of receipt of goods is specified by the purchaser separately for each delivery batch and that the total delivery time does not exceed nine (9) months. In the event of the expiry of the nine (9) month period agreed between the parties, we reserve the right to place at the disposal of the purchaser the entire remaining quantity of the product without prior notice, even if the purchaser has defaulted on the acceptance of previous delivery batches.
If the purchaser defaults in acceptance or violates other obligations to cooperate, we are entitled, without prejudice to our other rights, to properly store the delivery item at the purchaser’s risk and expense or to withdraw from the contract in accordance with the statutory provisions.
We may make partial deliveries for justified reasons, provided that it is reasonable for the purchaser.
7. Liability for defects
The quality of the products is determined exclusively by the measurement and performance data in the product catalogue. In the case of custom-made products for the purchaser, the agreed quality is only measured according to the design drawing approved by the purchaser.
We reserve the right to slightly alter the structure, material and/or design of the product, provided that it does not alter the agreed quality.
In order for the purchaser to assert his rights due to defects in the delivered product, he must inspect or have the product inspected after delivery. The purchaser is required to notify us in writing of the defects that are clearly evident at the time of delivery immediately, and the defects that are not clearly obvious within eight days from the delivery. Hidden defects must be reported to us in writing immediately after their discovery.
In case of any defect notification, we shall be entitled to inspect the relevant product. The purchaser will give us the necessary time and opportunity to do so. We may demand that the purchaser returns the product that is the subject of the defect notice to us at our expense.
If a notice of defect made by the purchaser proves to be unjustified and the purchaser became aware of it before the defect was reported or did not notice it as a result of negligence, he is obliged to compensate all damages incurred in this context, e.g. travel, transport and inspection costs.
As the seller being responsible for the defective product, we may, at our discretion, repair the defective product free of charge or replace it with a defect-free one. The purchaser shall provide us with the reasonable time and opportunity necessary for the remediation.
Rights of the purchaser due to defects are excluded in the following cases: (i) in the event of natural wear and tear; (ii) damage to the product has been caused in particular by reasons for which the purchaser is responsible, such as misuse, failure to follow the operating instructions, improper commissioning or misuse (e.g. overuse); (iii) in the event of improper assembly or installation by the purchaser or third parties commissioned by him; (iv) the use of non-conforming accessories or replacement parts; (v) in the event of improper implementation of repair measures by the purchaser or third parties commissioned by him; or (vi) makes any changes or rework without our permission.
The statute of limitations for indemnity against defects is twelve (12) months from the date of transfer of the risk. This does not apply in the cases referred to in Section 8 (ii).
8. Limitation of Liability, Damages
Our obligation to pay compensation is limited as follows:
- In the event of a breach of material contractual obligations, we are liable for the damage that was typically foreseeable at the time of conclusion of the contract. However, we are not liable for loss of profits or consequential damages or indirect damages, unless the relevant obligation serves to protect against such damages. In addition, we are not liable for any breach of non-material contractual obligations.
- In the case of damages caused by simple negligence, we can only be held liable for the negligence of material rights and obligations arising from the nature of the contract and if such negligence jeopardizes the fulfilment of the purpose of the contract. We are not liable beyond this for damage caused by slight or simple negligence.
- Except as required by the Product Safety and Technical Regulations Law No. 7223 and the relevant legislation, we cannot be held responsible for any indirect damages, loss of profit, loss of production or damages incurred by third parties arising from product safety, product defect or defect.
- In any event, our total liability arising from a sale shall not exceed the net invoice value of the product that caused the loss, for whatever reason.
- The foregoing limitations of liability do not apply to damages caused intentionally or by gross negligence, nor to bodily harm caused by negligence. In addition, if we undertake a warranty, it does not apply to that extent.
The purchaser is obliged to take appropriate measures to prevent and mitigate the damage.
9. Right to withdraw from the contract
The purchaser may only exercise the right to withdraw from the contract if the reasonable time given by the purchaser for a defect that needs to be remedied by us is inconclusive, or if the performance is significantly delayed for a reason caused by us and the performance does not take place despite the expiration of the reasonable time given for this reason, or if the defect is remedied or performance is impossible.
10. General Provisions
According to these Delivery and Payment Conditions, the place of performance is DUDULLU OSB MAH. 4.CAD. NO:7 FACTORIES, ÜMRANIYE/İSTANBUL. Istanbul courts and enforcement offices are authorized. However, we have the right to sue the purchaser in any other legal jurisdiction. The purchaser may not transfer his contractual rights to third parties without our express consent.
In the event that any provision of these Delivery and Payment Terms is invalid in whole or in part, the validity of the remaining provisions shall not be affected.
These Delivery and Payment Terms and the contractual relationship of the parties are governed by private international law and the laws of the Republic of Turkey, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Date: 2025-09-22