FEMSAN ELEKTRIK MOTORLARI SAN. TIC. A.S GENERAL PURCHASING TERMS AND CONDITIONS

1. Parties

This "FEMSAN ELEKTRIK MOTORLARI SAN. TIC. A.S. GENERAL PURCHASING TERMS AND CONDITIONS" (hereinafter to be referred to as the "Purchasing Conditions") is concluded by and between the vendor (to be referred to as the "SUPPLIER") and FEMSAN ELEKTRİK MOTORLARI SAN. TİC. A.S. ("FEMSAN"), and constitutes the general contractual terms and conditions with regard to the goods and services (to be referred to as the "goods") to be rendered. FEMSAN and the SUPPLIER will be referred to as the "Party" separately and the "Parties" together.

2. Effectiveness

2.1. The SUPPLIER accepts to fully comply with the purchasing terms and conditions set forth under this document by accepting and/or executing a purchase order. The provisions or approvals other than these terms and conditions are solely accepted by the express written consent of FEMSAN.

2.2. In the event of any conflicts between the existing written contract between the Parties and the purchasing conditions, the terms and conditions of the said contract have the priority against these purchasing conditions.

2.3. FEMSAN is entitled to make changes or arrangements in these Purchasing Conditions at any time.

3. Order

3.1. Orders shall be binding provided that the orders bear a purchase order number and are placed in writing. If the order is not rejected by the SELLER in writing within 2 business days, it shall be deemed as accepted.

3.2. In case of FEMSAN does not notify the ?Rejection Declaration?, it shall be deemed that FEMSAN accepts the Order under the terms and conditions set forth thereunder. However, in such case, we reserve our right to cancel the order without any compensation.

3.3. Unless otherwise is agreed by the Parties, the delivery date set forth in the Purchase Order is the arrival date of the goods to the FEMSAN Warehouse (to the above mentioned address).

4. Delivery Terms and Delays

The delivery term agreed with the SUPPLIER is final and binding. Upon it is understood that the delivery cannot be made on time, the SUPPLIER is obliged to inform as soon as possible the FEMSAN in writing of the reasons of delay and the delivery term by stating the FEMSAN purchase order number. In such case, FEMSAN shall determine a new delivery date and may request the execution or cancellation of the order. In such case, FEMSAN reserves its right to claim indemnification.

5. Price and Payment Terms

5.1 Within any supply process with the SUPPLIER, the prices and maturity set forth in the Purchase Order Form sent by FEMSAN to the SUPPLIER are valid. Each invoice is issued completely according to the order and sent to the address mentioned herein. All the noncompliant invoices are refused and sent back to the SUPPLIER.

5.2 Unless otherwise is set forth with regard to the order under the special terms and conditions, if any deposit is paid to the SUPPLIER, the SUPPLIER guarantees to repay such deposit amount to FEMSAN.

6. Shipping

The supplied goods shall shipped as they shall not be incurred any breakdown / nonconformity during the shipping and storing process. The SUPPLIER shall issue all required documents and obtain all requested permits. The SUPPLIER provides the dispatch note, which indicates the order details and is compulsory to be accompanied with the supplied goods. The storing and loading ? unloading costs and other expenses due to any delay in sending these documents, and insufficient information in the shipping documents or the reasons arising from the Supplier?s forwarder, penalties shall be bore by the SUPPLIER.

7. Trade secrets, Confidentiality and Proprietary Rights

7.1 With regard to a purchase order, all the information, technical drawing, designs and other documents ad instruments should be treated as confidential, and should not be used, reproduced or shared by third parties for any other purposes. This condition shall be effective after completion of the preliminary study, contract process and in fact the contract term. The document and information provided by FEMSAN shall be immediately returned back or destroyed upon it is requested by FEMSAN. In case of violation of this confidentiality and return obligation, the SUPPLIER is obliged to pay a penalty of 10% of the total order amount. Such payment is the penal clause amount that the SUPPLIER is obliged to pay in the event of violation of the confidentiality protection obligation of the SUPPLIER and does not absolve the SELLER from its confidentiality protection obligation. The SUPPLIER accepts, declares and commits that the SUPPLIER does not violate the manufacturing or trade secrets or any intellectual rights of goods, services and third parties.

7.2 The SUPPLIER is responsible to protect, store the goods, which are kept / stored at the Supplier and are in the possession of FEMSAN, under appropriate conditions for their sound performance. The SUPPLIER is responsible to indemnify the loss arising from keeping the goods, which are in possession of FEMSAN, in noncompliant conditions.

8. Defective Goods and Warranty Terms

8.1. The SUPPLIER warrants that the goods subject to order are free from all kind of defectiveness, in compliance with the relevant technical specifications, in good quality, clear, appropriate for envisaged purpose, will be manufactured with appropriate materials and will be in compliance with the relevant laws and regulations, relevant industrial safety and quality standards and the applicable environmental standards. For the purpose of conformity to these conditions, the SUPPLIER shall provide information in an appropriate format for the delivered goods and warrants the accuracy of thereof. FEMSAN is entitled to make an audit to the SUPPLIER, provided that FEMSAN shall notify beforehand.

8.2. The warranty claims regarding the goods defined in this article shall expire in 24 months from the delivery of goods unless otherwise is agreed by the Parties.

8.3. In the event if the goods delivered by the SELLER are defective or have manufacturing defect, FEMSAN is entitled to claim free repair, replacement or cancellation of the order provided that FEMSAN reserves it?s right to go to law.

9. Conformity

The SUPPLIER declares and commits that the SUPPLIER and its affiliated, owners, officials, managers, employees, agents, subcontractors, consultants and representatives shall fulfill all the SUPPLIER?s obligations under the scope of these purchasing conditions, and in compliance with the legislation regarding protection of competition, commercial codes, the applicable local, national and international laws, rulings, regulations, legislations, communiques, including but not limited to the laws with regard to environment, transportation, security, health and labor law that will be applied to trade activities related to these purchasing conditions and the FEMSAN goods and/or services.

The SUPPLIER declares and commits that the SUPPLIER or its Representatives shall not act to cause a violation by FEMSAN of any Legislation. In the event if the SUPPLIER has knowledge or suspect of any act that the SUPPLIER or its representatives are in or may be in during the fulfillment of the obligations arising from this purchasing order or the SUPPLIER or its Representatives do not act in compliance with the obligations under the scope of this article, the SUPPLIER shall immediately notify FEMSAN thereon.

10. Conflicts

The Turkish Law shall be taken as basis for the settlement of conflicts arising from these Purchasing Conditions. The İstanbul Courts and the Enforcement Offices shall be the competent jurisdiction for settlement of disputes.