General Terms and Conditions of Sale by MotorPlus, Turkey

1. These General Terms and Conditions of Sale apply to any and all of MotorPlus offers, sales, and deliveries of goods and/or services.
2. Deviations from these General Terms and Conditions and any special conditions are only valid if they have been agreed expressly and in writing by the parties. Such deviations or special terms shall not effect the application of the remaining provisions of these General Terms and Conditions of Sale, which shall remain in full force and effect, and shall not be valid for any subsequent transactions unless agreed otherwise expressly and in writing in each transaction.

1. MotorPlus offers are subject to alteration and without prejudice. Supply contracts shall only become effective by written confirmation of MotorPlus.
2. The goods are sold on firm basis and cannot be returned or exchanged.

1. All shipment terms provided in MotorPlus offers shall have the meaning set forth in INCOTERMS 2000, as published by the International Chamber of Commerce, Paris, France for international sales (“INCOTERMS”). The specific provisions hereof or of the MotorPlus offer shall have priority over the INCOTERMS.
2. Shipment shall be carried out at buyer’s cost and risk. Partial shipments are permitted and shall be at the buyer’s cost and risk.
3. All quoted delivery dates and/or periods are approximate. Any quoted delivery period shall commence only after acknowledgement of receipt by MotorPlus of complete specifications, applicable documents required to effect shipment such as payment in advance, import license, shipping instructions, etc. In any event, late deliveries shall not constitute grounds for compensation for any loss or damage or cancellation of orders or termination of the contract.
4. Notwithstanding the provisions of Clause 3.3 hereof, in all cases, any agreed delivery times shall be extended on the occurrence of unexpected events outside the control of MotorPlus such as total or partial strike of the personnel, suppliers, sub-contractors of MotorPlus, or any other related party (hereinafter “Related Party”), fire, flood, earthquake or any other similar incidents effecting MotorPlus or any of the Related Party, problems, accidents, breakdowns and other similar events effecting MotorPlus or any of the Related Party or any other incidents outside the control of MotorPlus.
5. The buyer shall ensure that the goods are not subject to any bans, export or import restrictions, or special regulations and all formalities arising from the legislation of the country in which the products are delivered shall be fulfilled by and at the risk and cost of the buyer.

1. All payments must be made in the currency of the invoice.
2. Unless otherwise agreed in writing, all payments must be made as per stated at the initial offer.
3. Payments shall take place without any form of rebate, deduction or compensation.
4. In the event that the payment is overdue, the buyer shall be obliged to pay an interest at a rate of yearly LIBOR rate of the agreed currency + 15% per year without any notice of default. The payment of interest shall not entitle the buyer to delay payments. In addition to the interest, MotorPlus shall be entitled to claim loss and damage, including any consequential loss or damage, due to delay in payment.
5. Submittal of a complaint does not give rise to an entitlement to extend a payment deadline. Reductions or retention based on any such counter-claims is hereby expressly excluded, unless such counter-claims have been contractually agreed, are not disputed by MotorPlus or have been confirmed by a competent tribunal.
6. In addition to the rights provided in Clause 3.4 hereof, in the event of non- payment, partial payment or delay in payment or in the event of financial indebtedness, bankruptcy, liquidation or any similar financial difficulty of the buyer, MotorPlus shall be entitled to cancel or suspend any order or take back the goods delivered or in the course of delivery.

MotorPlus shall retain title to the goods and deliveries until all the payments from the sales contract or any other claims arising out of the business relationship of the parties have been fully paid.

1. The buyer must inspect the goods or have them inspected as quickly as possible in all circumstances. In the event that MotorPlus shall not arrange the shipment as per the agreed INCOTERM, the buyer shall inspect the goods before shipment. In the event that that MotorPlus shall arrange the shipment as per the agreed INCOTERM, the inspection may be postponed until arrival at the place of destination.
2. The buyer shall notify MotorPlus in writing any defects, faults, shortages or any other non-conformity (“Non-conformity”) within 24 hours after the expiry of the inspection period provided under Clause 6.1. hereof stating the nature of Non-conformity, failing which the buyer shall lose any and all rights of claim for Non-conformity.

Motorplus shall not be subject to and disclaims any other obligations or liabilities other than stated herein including but not limited to any obligation whatsoever arising from tort, any administrative or other penalties, claims of any loss of profits or revenues or any other type of economic loss or any other type of consequential, incidental and contingent damages whatsoever.

Each provision herein is severable from the entire General Terms and Conditions of Sale, and in the event that any provision is declared invalid or unenforceable, the parties shall endeavor to replace such provision by a provision which is valid and enforceable and reflects to the extent possible the original intent of the parties. The invalidity or unenforceability of a provision shall not effect the validity or enforceability of the other provisions herein contained, which shall remain in full force and effect.

Cancellation of orders are subject to a cancellation penalty of 10% of the total pro forma invoice or invoice amount.

These General Terms and Conditions of Sales are governed by Turkish law.

Any dispute arising from or in connection with these General Terms and Conditions of Sales shall be definitely settled by arbitration in Istanbul, Turkey. The language of the arbitration shall be English.