GENERAL TERMS AND CONDITIONS OF PURCHASE
1. PARTIES
These TRON ELEKTRONİK SİSTEMLER SAN. VE TİC. A.Ş. GENERAL TERMS AND CONDITIONS OF PURCHASE (hereinafter referred to as the "GENERAL TERMS") are concluded between TRON ELEKTRONİK SİSTEMLER SAN. VE TİC. A.Ş. (hereinafter referred to as "TRON") and the supplier company (hereinafter referred to as the "SELLER"). These terms constitute the general conditions of the commercial relationship regarding the goods to be delivered or services to be provided to TRON (hereinafter referred to as the "WORK"). TRON and the SELLER shall be referred to individually as a "PARTY" and collectively as the "PARTIES"
2. SCOPE OF THE WORK
The TERMS shall be determined by a written agreement to be entered into between the PARTIES (hereinafter referred to as the AGREEMENT). In the absence of a written AGREEMENT between the PARTIES, the purchase order, order form, or offer issued by TRON and accepted by the SELLER, or the order form or offer signed by TRON, shall serve as a written AGREEMENT. The term “AGREEMENT” as used in these GENERAL PURCHASE TERMS includes, in cases where no AGREEMENT exists, the purchase order, order form, or offer signed by TRON, or the purchase order issued by the SELLER.
Upon the signing of the CONTRACT or the acceptance of the purchase order, the SELLER shall be deemed to have accepted these GENERAL TERMS AND CONDITIONS OF PURCHASE.
Unless otherwise expressly agreed upon in the CONTRACT, the principles set forth in these GENERAL PURCHASE TERMS shall apply to the commercial relationship between the PARTIES. These GENERAL PURCHASE TERMS constitute an integral part of the CONTRACT.
The SELLER acknowledges and agrees that no exclusive right to supply has been granted to it under these GENERAL TERMS OF PURCHASE, and that TRON may, at its sole discretion, procure products or services that are the same as or similar to those to be purchased under these GENERAL TERMS OF PURCHASE from other parties from time to time.
3. PURCHASE ORDERS
TRON may place an order with the SELLER regarding the WORK by accepting the SELLER’s Purchase Order form or quotation, or by issuing a written order and/or Purchase Order to the SELLER. The essential elements of the WORK shall be specified in said order. If the Purchase Order is not confirmed in writing by the SELLER within 3 days of receipt, TRON shall have the right to cancel the order without any notice or legal proceedings. Unless the Purchase Order is confirmed in writing by the SELLER, the acceptance by TRON of any deliveries, whether final or provisional, shall not constitute a continuation of the Work covered by the order.
The signing of these GENERAL TERMS AND CONDITIONS OF PURCHASE does not imply that TRON will purchase goods from the SELLER or make any commitment regarding work or volume to the SELLER; orders will be placed in the manner specified in this section.
4. AMENDMENTS
Any amendments to the scope of the AGREEMENT and/or to the AGREEMENT itself shall be made only by mutual written agreement of the PARTIES.
5. PRICE AND DELIVERY LOCATION
Unless otherwise specified in the CONTRACT, prices are fixed and are determined for the delivery of the GOODS, fully and completely packaged, to TRON at the location specified in the CONTRACT. Unless otherwise specified in the CONTRACT, transportation and other expenses are also included in the price.
Price increases will only be possible upon receipt of TRON’s written approval.
In purchases related to Projects to be installed by the SELLER, the SELLER is obligated to pay its employees’ social security contributions in full and to submit to TRON, prior to the commencement of the Project, the relevant documentation along with any other documents TRON may request.
6. DELIVERY OF THE WORK
The delivery period for the WORK shall be specified in the CONTRACT. Unless otherwise agreed in the CONTRACT, the delivery date shall be:
a. In the case of the purchase of goods, the date on which the goods are delivered by the SELLER to the shipping address specified by TRON;
b. In the case of the purchase of services, the date on which the services are accepted by the personnel designated by TRON.
Except in cases of force majeure, if delivery is not made within the specified timeframe or is not made at all, the BUYER may terminate the TRON AGREEMENT and claim compensation from the SELLER for any damages incurred.
Except in cases of force majeure or circumstances arising from TRON’s fault, if the WORK is not performed in accordance with the terms of the AGREEMENT within the specified timeframe, the SELLER shall be obligated to pay the liquidated damages agreed upon in writing by the Parties for each day of delay. The SELLER acknowledges and undertakes that the timely completion of the WORK constitutes an essential condition of these GENERAL PURCHASE TERMS and that the specified penalty clause is reasonable, and further undertakes not to make any claim for reduction or raise any other objection against said penalty clause. The amount of the penalty clause shall be offset against payments to be made by TRON to the SELLER; if the penalty clause amount exceeds the payment amount due to the SELLER, the SELLER shall pay the remaining balance to TRON in cash and in a single installment upon notification. If the Parties have not reached a written agreement regarding the amount of the penalty clause, this provision shall not apply. In any event, if the delay exceeds 10 (ten) days, TRON shall have the right to terminate these GENERAL PURCHASE TERMS.
Unless otherwise specified in the CONTRACT, the SELLER hereby acknowledges and undertakes that the WORK it has undertaken will comply with the applicable TSE standards in force for such WORK, all relevant legislation—including, but not limited to, those pertaining to environmental protection—and, if any, TRON’s specifications and regulations regarding the WORK.
The SELLER is responsible for ensuring that all requirements related to the aviation, defense, and space industry products or services to be delivered to TRON—including the current and applicable AS9100 Series Aviation Quality Management Systems, as well as all requirements previously communicated in writing by the parties’ responsible and authorized personnel and committed to be fulfilled by the SELLER—have been met. Within a maximum of 3 (three) days from the date TRON notifies the SELLER in writing of any non-conformities identified within this scope, the SELLER is responsible for initiating the necessary corrective, remedial, and preventive actions and taking all required measures. For the purposes of this paragraph, email correspondence between the parties shall be deemed to have the status of official documents representing the parties and shall be binding.
7. TRANSFER OF OWNERSHIP AND RISK
Unless otherwise specified in the CONTRACT, all costs (insurance, shipping, etc.) that may arise until the delivery of the GOODS, as well as all risks and liabilities, shall be borne by the SELLER.
The Seller is responsible for ensuring that the Work is packaged in accordance with TRON standards and applicable regulations. The Seller shall be liable for any and all damage, loss, or harm resulting from defective or inadequate packaging.
All shipping documents (shipping notes, delivery notes, packing lists, etc.) and invoices prepared by the SELLER must be submitted to TRON in full and without omission. At least one copy of the delivery note must be prepared for each shipment made by the SELLER.
If any deficiencies or errors are detected in the shipping documents and invoices submitted to TRON, they shall be deemed incomplete and returned to the SELLER. The SELLER shall immediately correct such deficiencies and errors and resubmit them to TRON. Otherwise, the SELLER shall not be entitled to request payment from TRON.
Upon the delivery of the WORK to TRON in accordance with the CONTRACT and applicable laws, and upon acceptance in accordance with Article 8, ownership of the WORK shall transfer to TRON.
8. ACCEPTANCE PROCESS
TRON will conduct quality control, technical inspection, and acceptance of the Work delivered by the Seller. Following the verification of the quantity and accuracy of the delivery, confirmation of compliance with the terms specified in the purchase order, and TRON’s acceptance of the delivery invoice, TRON will make payment to the Seller in accordance with the terms of the Agreement.
For any defects or faults identified by TRON in the PRODUCT, if TRON chooses this course of action, the SELLER must rectify them free of charge within the time frame specified or accepted by TRON. The SELLER shall accept the return of any material or service not accepted by TRON under the terms of the AGREEMENT within 3 (three) days of notification, provided that the SELLER bears the associated costs. If the material is not returned, TRON shall not be liable for any damage or loss that may occur to the material.
Unless otherwise provided in CONTRACT, TRON reserves the right to refuse requests for partial delivery.
The SELLER undertakes to take all necessary measures to deliver the WORK free of defects within the specified timeframes. The SELLER may submit proposals to TRON aimed at reducing costs and improving quality. In such cases, the SELLER shall submit its proposals to TRON along with a technical file demonstrating the improvements made and the acceptance tests conducted. The SELLER undertakes to participate in collaboration with TRON in any work conducted under the supplier development program. In all cases, TRON’s final approval is required and binding.
9. PAYMENT
Unless otherwise specified in the AGREEMENT, payments shall be made by wire transfer to the SELLER’s bank account on the first TRON payment date following 60 days after the invoice date, in exchange for an invoice sent to TRON. If the SELLER has an outstanding balance owed to TRON in its current account, TRON reserves the right to decide to offset the payment in question against the SELLER’s debt. Payment is contingent upon the acceptance specified in Article 8.
Unless otherwise specified in the AGREEMENT, TRON will not make advance payments. In cases where an advance payment is involved, TRON has the right and authority to require the SELLER to provide a definitive guarantee in exchange for the advance.
10. WARRANTY PERIOD AND COVERAGE
The WORK delivered by the SELLER is covered by the SELLER’s warranty for a period of 24 (twenty-four) months against any manufacturing or installation defects, effective from the date of acceptance by TRON, unless a different period is specified in the CONTRACT.
During the warranty period, any defects in the goods or services identified by TRON shall be remedied free of charge within the timeframe specified in the notice, with all costs borne by the SELLER, starting from the date such defects are reported to the SELLER.
If the defects identified by TRON are not remedied within the timeframe specified by the SELLER, or if they cannot be remedied, TRON shall have the right to reduce the price of the TRON PRODUCT, or to remedy the defects at the SELLER’s expense, or to have them remedied by a third party. TRON reserves all rights it holds under applicable laws and regulations.
11. RIGHT OF OWNERSHIP
TRON retains ownership of all photographs, technical drawings, measurements, and other data provided to the Seller in connection with the Project, as well as the models, tools, molds, materials, and goods manufactured based on them, the costs of which are borne by TRON.
The SELLER warrants that, in connection with the TRANSACTION, the sale and/or use of the goods will not infringe upon any patent rights, registered or unregistered designs, any other rights, copyrights, registered trademarks, or trade names, or any other intellectual property rights in any form, and further guarantees that it will fully indemnify TRON for all damages, claims, demands, costs, fees, and expenses arising from or incurred as a result of any such infringement or alleged infringement.
If a claim is filed or a lawsuit is brought against TRON, TRON shall send written notice to the SELLER, and the SELLER shall, at its own expense, conduct all negotiations regarding the resolution of the matter and pursue any and all legal proceedings that may arise in connection therewith.
12. AUDIT
Unless otherwise specified in the AGREEMENT, TRON shall have the right to conduct inspections at the SELLER’s manufacturing and storage facilities, provided that reasonable advance notice is given and such inspections do not interfere with the normal course of business. The SELLER agrees and undertakes to provide TRON with all necessary assistance regarding any inspections conducted by TRON.
13. FORCE MAJEURE
The SELLER shall notify TRON in writing within 7 (seven) calendar days from the date the force majeure event occurs, following the occurrence of any force majeure events—such as war, fire, lawful strike, flood, earthquake, storm, or epidemic—that prevent the performance of the WORK under the CONTRACT. The period during which the force majeure event persists shall be added to the term of the AGREEMENT.
14. SAFETY PRECAUTIONS
The SELLER is required to comply with the relevant laws, regulations, and other applicable legislation in force governing the conduct of the WORK, as well as with TRON’s regulations, orders, and instructions.
If the SELLER or its employees cause any damage to TRON, its employees, or third parties during the performance of the WORK, or in the event that the SELLER or its employees suffer any damage during the performance of the WORK, the SELLER shall be solely liable. If it has been agreed that the SELLER shall perform the installation in connection with the WORK, the SELLER shall be liable for any adverse events that may occur during the installation and shall not be entitled to seek recourse against TRON.
15. ASSIGNMENT OF THE CONTRACT
The rights and obligations arising from this AGREEMENT may be transferred to third parties only with the written consent of the PARTIES. Even if the SELLER assigns the AGREEMENT in whole or in part to third parties with TRON’s consent, the SELLER remains jointly and severally liable with the assignee for the performance of the WORK and the fulfillment of the obligations under the AGREEMENT.
16. PRIVACY
In the absence of a separate confidentiality agreement between the parties, the SELLER shall treat all technical information and documents provided to it by TRON in connection with the PROJECT—particularly information regarding newly developed products and models—as trade secrets and shall not disclose such confidential information to third parties. The SELLER shall ensure that its employees and third parties with whom it has commercial or other business relationships regarding the PROJECT comply with this confidentiality obligation. The confidentiality obligation set forth in this provision shall remain in effect indefinitely even after the termination of the AGREEMENT.
17. PERSONAL DATA PROTECTION
The SELLER shall not transfer or disclose to third parties any personal data it learns or obtains under these GENERAL TERMS OF PURCHASE without TRON’s prior express written consent, nor shall it use such data for any purpose other than that set forth in these GENERAL TERMS OF PURCHASE. This obligation shall survive the termination of these GENERAL TERMS OF PURCHASE.
The SELLER undertakes to process the personal data in question in accordance with the law and the principles of good faith, solely for the purpose of fulfilling these GENERAL TERMS AND CONDITIONS OF PURCHASE, and in a manner that is relevant, limited, and proportionate to that purpose, and to retain such data only for as long as necessary to achieve that purpose.
The SELLER shall provide TRON with all information and documents requested by TRON regarding the relevant personal data in the manner requested and shall ensure that any actions requested by TRON and/or the relevant individual regarding the personal data are carried out in accordance with Personal Data Protection Law No. 6698.
The Seller shall take all necessary technical and administrative measures to ensure an appropriate level of security to prevent the unlawful processing of personal data obtained or acquired under the GENERAL TERMS AND CONDITIONS OF PURCHASE, to prevent unlawful access to personal data, and to ensure the protection of personal data.
If personal data processed by the SELLER under the GENERAL TERMS AND CONDITIONS OF PURCHASE is obtained by third parties through unlawful means, the SELLER shall immediately notify TRON of this situation in writing and provide all information and documents requested by TRON.
The SELLER hereby declares and undertakes that, with respect to the personal data it may transmit to TRON under the GENERAL TERMS AND CONDITIONS OF PURCHASE, it has obtained the explicit consent of the data subjects regarding the processing of their personal data and has informed the data subjects in accordance with the Personal Data Protection Law No. 6698 at the time of collecting such data.
18. ETHICAL PRINCIPLES AND REGULATIONS
As a TRON partner, the SELLER agrees and undertakes to act in accordance with the regulations, rules, and principles established by TRON. During the performance of the Agreement, the SELLER shall comply with all applicable laws and regulations, as well as the regulations and principles adopted by TRON, and shall act in accordance with them.
19. TERMINATION OF THE CONTRACT
Unless otherwise specified in the AGREEMENT, in the event of a breach of the AGREEMENT or applicable laws by the SELLER, TRON shall have the right to terminate the AGREEMENT for cause and to seek compensation from the SELLER for any damages incurred as a result of such breach.
20. NOTICES
All notices to be given under this AGREEMENT shall be sent in writing to the addresses listed below and shall be (i) delivered in person; (ii) via registered electronic mail (KEP); (iii) by fax, provided that the original copy is subsequently sent by certified mail (with a receipt of acknowledgment); or (iv) through a notary public. Provisions regarding notices to be made in accordance with the mandatory provisions of the Turkish Commercial Code remain reserved.
Notices to the SELLER shall be sent to the address specified in the AGREEMENT or the purchase order; if no such address is specified, they shall be sent to the SELLER’s registered office as listed in the Commercial Registry.
Notifications To Be Submitted to Tron:
Address: TRON ELEKTRONİK SİSTEMLER SAN. VE TİC. A.Ş., Şerifali Mah. Şehit Sok. No:32 34775 Ümraniye, İstanbul
e-mail: [email protected]
21. STAMP DUTY
Unless otherwise specified in the AGREEMENT, any stamp duty arising from the AGREEMENT shall be borne by the SELLER. TRON shall pay the applicable stamp duty on behalf of the SELLER and offset it against the first payment made to the SELLER.
22. RESOLVING DISPUTES
Disputes that may arise between TRON and the Seller shall be resolved primarily through amicable settlement. If disputes cannot be resolved in this manner, the courts and enforcement offices of the Anatolian Side of Istanbul (Kartal) shall have jurisdiction.