1. Coming into Force: Our offer shall come into force when;
– Contract is signed by the parties
– Advance payment is made to ELVA’s bank account,
– Scope of work is agreed upon mutually in technical and commercial terms
whichever occurs at the latest. In case Contract is not come into force within 15 (fifteen) calendar days after Contract is signed by ELVA for any reason not attributable to ELVA, ELVA keeps the right to review the prices, terms and conditions and/or terminate the agreement unilaterally without prior notice.
2. Entire Agreement: This offer and its appendices, forms the entire agreement between parties and supersedes all previous communication, contract, written and/or oral offer, related with this subject.
3. Export Control Regulations: If the end user of the service and/or equipment is abroad, international and ELVA export control rules shall be applied, and this document shall form an integral part of this offer. ELVA has a right to require an end user certificate from the Customer concerning the end user, at any stage of the export process.
Performance of any kind of export order shall be possible on the condition that a prior written acceptance of ELVA is obtained and only if all the required governmental authorizations have been received.
If the required authorization has not been acquired, this situation shall be considered as a force majore event. If force majore event continues for more than 30 calendar days, the parties shall be entitled to terminate the agreement. However, ELVA reserves the right to replace any design, drawing or any kind of material which functions similarly and does not require a license, or for which ELVA can obtain a license, during the period of force majore.
The Customer accepts and declares not to export the project, design, drawing and any kind of material which has been produced in this country and/or supplied from abroad in conjunction with this offer/agreement, to the countries that are subject to export control. The Customer shall be entitled to do this kind of export only if the required authorization has been acquired and upon receiving a written acceptance of ELVA, as mentioned above.
The Customer accepts that it definitely shall not use, import or export the design, drawings and any kind of material supplied by ELVA, in a nuclear plant and/or in production of chemical, biological weapons or missiles and it shall not execute export or import transactions for such purposes and it may use such design, drawing or materials only for civil purposes and the customer confirms this to ELVA by signing or accepting the offer/agreement. The customer also accepts to give a separate acceptance letter related with this subject, if required.
4. Packing: The packing is suitable for both air and land transportation.
5. Warranty: Goods are under ELVA’s warranty for a period of 18 (eighteen) months from readiness for Ex-works delivery or 12 (twelve) months from against completed Preliminary Acceptance date / Commissioning date / Site test date, whichever comes earlier.
In following cases guarantee shall not be valid:
– Damages occurred due to miss usage and/or user error,
– Damages occurred due to excessive voltage fluctuations,
– Inappropriate operation conditions,
– Wrong and improper usage
Furthermore; any transport and insurance cost regarding works to be performed under guarantee shall be borne by Customer. Works performed for maintenance purposes are out of the scope of guarantee. In case such error is arising from the Customer, end user or any other reason, in this case ELVA shall submit a service offer which shall enclose the costs related to service (working hours, travel costs, accommodation, catering etc.) and price of the material to be changed in order to fix such error. In case such material/good has been purchased by Customer not from ELVA Turkey, from any of ELVA companies abroad directly or indirectly; guarantee conditions of such material shall be accepted as it is confirmed by related ELVA company from which it is purchased.
6. Tests: Standard factory routine tests of material to be procured, is included in price offer, however type tests and repeated tests are excluded. Any kind of travel expenses, (transportation, accommodation, catering etc.) of persons that will attend those tests (excluding ELVA personnel) are not within offer scope. Invitation letter for these tests shall be sent to the Customer 2 (two) weeks prior to the test date. The Customer is required to inform ELVA in writing whether they will attend the tests or not at least 1 (one) week before scheduled tests date. In case the Customer does not reply, it shall be deemed that the Customer will not attend the factory tests, tests shall be performed by manufacturer / ELVA factory test reports shall be delivered.
7. Taxes and Duties: Due to any change in Turkish laws and regulations related to customs tariffs, funds, stamp, taxes, value added tax, charges and duties occurring after the date of our offer, the cost of our goods and/or services subject to the offer/agreement increases, we reserve the right to revise our prices accordingly.
8. Stamp Tax: Stamp tax is not included in the price offer and shall be paid by the Customer.
9. Withholding (Stoppage) Tax: Withholding Tax deduction and related financial loss is not included in sale prices of the materials or services within the scope of our offer price, it is assumed that the payments shall be made, without Withholding Tax deduction, in full. In case, Withholding Tax deduction is applied; financial and rate difference loss due to Withholding Tax deduction shall be invoiced to the Customer separately at the end of project and payment thereof shall be affected within 7 days as of the invoice date.
10. Reference Documents: Goods and/or services under the scope of our offer shall be made in accordance with IEC specifications applicable on offer date in case any change in those regulations/specifications causes additional costs, such cost shall be paid by the Customer.
11. General Terms: ORGALIME S2000 is integrated part of this offer. ORGALIME S2000 shall be applied for issues not stated in this offer.
12. Cancellation of Order: Following signing of the Contract, in case the order is terminated or suspended unilaterally by the Customer for reasons not attributable to ELVA, indemnification of ELVA’s loss and damage by the Customer shall be calculated as follows:
“Weekly indemnification shall be calculated with “Total order amount/total delivery terms (in week)” and such amount shall be multiply by number of weeks elapsed until order cancellation and total indemnification amount shall be determined The Customer shall be obliged to pay such calculated total indemnification amount to ELVA.
This indemnification amount shall be paid in 7 days upon agreement/order cancellation in cash and at once. Payment shall be made in EUR or in Turkish Lira to be calculated on the basis of EUR selling rate applied by Central Bank of Republic of Turkey (TCMB) on effective payment date.
13. Completion of the Project: Our offer is valid for a period specified above Commercial Terms; except for reasons directly from willful misconduct and gross negligence of ELVA, if the project terms exceeds delivery period, ELVA reserves its right to review the price in agreement, revise the price and demand its losses.
14. Force Majore: Force Majeure can be defined as cases like natural disasters, war acts, fire, mobilization, requisition, embargo, currency restrictions, insurrection, shortage of transport, general shortage of materials and restriction in the use of power, strike, lock-out, civil acts, civil war, revolutionary acts, radioactive contamination etc., which occur beyond their self will-power and their carelessness or fault of both sides.
In case a Force Majore occurs after the offer/agreement coming-into-force, the side which faces shall inform the other side written in ten days.
15. Exclusion of Consequential Damages and Limitation of Liability: The liability of the Supplier, its agents, employees, subcontractors and suppliers with respect to any and all claims arising out of the performance or non-performance of obligations under the contract which occurs because of the willful misconduct or gross negligence of the Supplier, shall not exceed in the aggregate the base Contract price including any kind of penalty and shall in no event include damages for loss of profit, loss of revenues, loss of power, loss of use, costs of capital, downtime costs, delays and claims of customers of purchaser or costs of replacement of power or loss of anticipated savings, increased costs of operation or for any special, indirect or consequential damage, loss of any nature whatsoever.
No such claim shall be asserted against ELVA, its agents, employees, subcontractors or suppliers, unless the injury, loss or damage giving rise to the claim is sustained prior to the expiration of the period of warranty specified in this offer and no suit or action thereon shall be instituted or maintained unless it is filed in a court of competent jurisdiction within one year after the date the cause of action accrues.
16. Dispute Resolution: Central Courts of Istanbul shall have exclusive jurisdiction over any dispute arising from or in connection with this offer/agreement. Any dispute shall be settled according to substantive laws of Turkey.
17. Confidentiality: The information contained in this offer is considered to be of a confidential and proprietary nature and being furnished to the Customer to enable the Customer to evaluate the Offer. Each of the Parties shall keep confidential all written and verbal information received from the other party in connec¬tion with this Offer shall not disclose any information to third parties without the prior written approval of the disclosing party, use the same degree of care as used in its own confidential information to keep confidential all information received hereunder and shall use the information contained herein only for evaluation purposes.
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