- PURCHASE ORDER AND TERMS & CONDITIONS: 1.1. These Purchase Order Terms & Conditions (T&Cs) are valid terms and conditions, in addition to the terms and conditions which have been included on the text of the Purchase Order(PO) to which they are attached. If there exists any inconsistency between the items in the text of the PO and those in this document, the items included in the text of the PO shall prevail. From now on, The PO and these T&Cs, shall collectively be called “the Order”.
- PLACE AND TIME OF DELIVERY: 2.1. Unless otherwise written anywhere the delivery address shall be Karaoglan Mah. Ankara Cad. No:225 (06830) Golbasi/Ankara/Turkey. Delivery dates indicated on Puchase Order and late deliveries causes the penalty. Provisions of Article 8. will be applied.
- TRANSFER OF RISK AND TITLE: The risk and title of the goods shall be transferred to LEONARDO TURKEY at the Delivery. The Seller shall transfer the goods and services to LEONARDO TURKEY ownership free of any kind of legal limitations, such as attachment, sequestration, measure, and injunction.
- TEST, INSPECTION AND ACCEPTANCE CONDITIONS: 4.1. If there is a production requirement within the Order, LEONARDO TURKEY has the right to conduct planned or unplanned inspections at the Seller’s production facilities. If it is a first production of any product, the contractor must seek LEONARDO TURKEYs’ approval for first product (First Article Inspection-FAI).
- PRICE: 5.1. Prices of goods and services in the Order are firm and fixed. Unless it is agreed in writing by the parties, price difference will not be granted. If it is not expressly written in the Order, invoicing of packing, insurance, transportation and any other expenses will not be accepted.
- INVOICE AND PAYMENT: 6.1. The invoice will be issued in the same currency as the purchase order. Invoices for material will be issued on the date of the delivery of the goods and invoices for services will be issued after the services are performed. In any case, LEONARDO TURKEY will not be responsible of making any payment until the conditions of article 4 are fulfilled. The payment plan as indicated on Purchase Order.
- FORCE MAJEURE CONDITIONS: 7.1. Force Majeure Conditions are the following events; (i) acts of God, (ii) general epidemics, (iii) state of total war, (iv) lawful strike, (v) government restrictions and embargoes,
- LIQUDATED DAMAGES: 8.1. If the Seller can not fulfill his obligations in whole or partially, arising from this Purchase Order, a delay penalty equal to 0.5 % (five per thousand) of the delayed material or service shall be applied for each day of delay.
- TERMINATION: 9.1. Termination For Default: If the Seller is unable to fulfill his obligations arising from this Purchase Order at the end of penalty period (s), or if the delivered material have been rejected 2 (two) times for the same reason, or in case of the Seller’s bankruptcy or his liquidation has been decided or if the Contractor t ransfers his company goods in favor of his creditors or if the Contractor acts inconsistent with the ethical principles which have been provided in Article 1.5, if the Contractor transfers the Contract to third persons, without getting written approval from LEONARDO TURKEY or if he breaches the provisions related to confidentiality of information in accordance with the provisions of Article 17, or if the Contractor transfers the Contract to third persons in accordance with the provisions of Article 15, without getting written approval from LEONARDO TURKEY. In such situations, LEONARDO TURKEY will at once terminate a part or all of the Purchase order by giving a written notice to the Seller and without any need to grant a grace period. In such a situation, LEONARDO TURKEY will have no financial or legal obligations towards the Seller. If the Purchase Order is partially terminated, the Seller’s not terminated responsibilities will continue. In case of termination for default, L EONARDO TURKEY every right to ask for compensation of its losses are reserved.
- WARRANTY: 10.1. Unless otherwise written in the Purchase Order text, all of material /services guaranteed under normal operating condition, against every type of material, workmanshi p, insta llation, design and installation for a period of 24 (twenty four) months, by the Seller.
- QUALITY: Quality requirements of the Material and Services are as specified in the Purchase Order text.
- SETTLEMENT OF DISPUTES AND THE APPLICABLE LAW: Any disputes arising from the application of this Purchase Order will be resolved with negotiations to be held in good will. Ankara courts and the Bailiffs Offices will be authorized to resolve any dispute which cannot be resolved within a reasonable time period in good will and T.R. laws will be applied. The Seller will continue to fulfill his contractual obligation with its previous context, until the disputes are resolved.
- INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS: 13.1. In relation to purchase orders in which prices include design, new development, new manufacturing, and new adaptation expenses, material and services within the context of the purchase order, every type of intellectual and industrial property rights of Technical Documentation Packages, every type of software, documents and informat ion, the parts which have been newly designed, manufactured and adapted will belong to LEONARDO TURKEY.
- RESPONSIBILITIES: 14.1. If the Seller is required to conduct installation, dismantling, repair, maintenance, repair, paint, cleaning, etc. activities at LEONARDO TURKEY facilities within the context of this Purchase Order, as an employee, the Seller will be responsible of complying with all types of legal legislature and take all of the measures in relation to work and worker safety and in addition, comply to all of LEONARDO TURKEY warnings and principles in relation facility safety.
- ASSIGNEMENT AND DELEGATION: 15.1. The Seller may not assign partially or in whole to third parties his commitments under this Purchase Order, unless there is LEONARDO TURKEY written approval. Similarly, he may not delegate his rights and benefits arising from this Purchase Order to third parties unless there is LEONARDO TURKEY written approval.
- WAIVER: If LEONARDO TURKEY does not use any one of its rights arising from this Purchase Order, it will not mea n that he has waived his rights related to that article or other articles.
- CONFIDENTIALITY: The information, documents, specifications, drawings, etc. which the Seller will get hold of or produce in relation to this Purchase Order, will only be used on need to know basis and these will not be delivered or disclosed to third parties or organizations which are not directly related to the Purchase Order, unless LEONARDO TURKEY grants written permission. In addition, None of the secret documents will be reproduced or allowed to be reproduced without receiving LEONARDO TURKEY written permission. If the provisions of this article are violated by the Seller or his employees, LEONARDO TURKEY has right to terminate the Purchase Order and other legal rights in accordance with the provisions of Article 9.1 will be reserved.
- ENFORCEMENT AND VALIDITY: 18.1. This Purchase order will become valid after it is confirmed in writing by the Seller in accordance with Article 1.2 and it will stay enforceable until the Seller fulfills all of his obligations under the Purchase Order.
1.2. As an acknowledgement and acceptance, this Order must be signed and stamped by the authorized person of the seller within 3 (thre e) days after receiving the notification and e-mailed back to LEONARDO TURKEY.
1.3. By confirming the Order, the Seller shall have been deemed accepted all of the T&Cs. Any of the provisions or conditions which will be changed, cancelled or added by the Seller during the confirmation of the order or the Seller’s own General Sale Conditions which may be proposed by means of reference will not be valid unless they are explicitly accepted in writing by LEONARDO TURKEY. Similarly, any conditions included on any documents or invoices which will be submitted by the Seller after the Order effectivity, shall not be valid either.
1.4. If the Seller does not confirm the Order which had been placed within validity of the Seller’s offer, LEONARDO TURKEY will have the right to cancel the Order and ask for compensation of all of the damage and losses which may occur, provided that any other rights in accordan ce with the related laws are reserved. In case any transaction (initiation of production, initiation of services, shipment, invoicing or receipt of payment, etc.) related to Order is started without confirmation, all of the T&Cs specified herein shall be deemed to be accepted by the seller.
1.5. The seller accepts, declares and confirms that he has adapted the ethical principles which have been provided in LEONARDO TURKEY web site (www.leonardocompany.com.tr) and that he will in accordance with these principles.
2.2. Physical deliver y of the goods will not mean acceptance of them. Provisions of Article 4 are reserved.
2.3. Unless otherwise stated in the Order, early and/or partial deliveries is not allowed. If there are different delivery dates at the Order, that will not mean partial delivery. The Seller fully responsible for all costs of the Partial deliveries without LEONARDO TURKEY information and approval.
2.4. The Seller will be fully responsible of providing packing for the material which will protect the material against damages both during the transportation (including but not limited to loading, handling, unloading, etc.) and during storage. The Seller will be fully responsible if the material is damaged due to use of insufficient packing standards. In case special handling equipment or special storage measures are required for the material, the Seller will inform LEONARDO TURKEY in writing about these special han dling eq uipment and storage methods.
4.2. If any of the technical specifications, quality requirements or production p rocesses described in this Order needs to be altered during the production, the Seller shall inform LEONARDO TURKEY and continue with production after written changes are made in the Order.
4.3. If there are any non-compliances during the tests to be conducted by the Seller in house, he is required to inform LEONARDO TURKEY about such non-compliances, even if it has been corrected.
4.4. Goods and services which had been delivered/ conducted by the Seller will be inspected and tested by the LEONARDO TURKEY in accordance with the specifications and requirements of this Order. The test report which will be prepared by the LEONARDO TURKEY authorities will be final binding on both parties.
4.5. If the material and services are found to be non-compliant with the Order requirements, the Seller is responsible of making the material and services comply with the requirements or chan ge them with those which are compliant. Provisions of Article 8 are reserved.
4.6. All quality documents shall be prepared and delivered to LEONARDO TURKEY for each and every part of purchased items in accordance with the Purchase Order of LEONARDO TURKEY.
4.7. The Seller fully responsible to be aware and avoid of Counterfeit part(s). Counterfeit part(s) will be rejected and send back to Seller with all costs. In this case all related claims will be reflected to Seller.
5.2. If a pplicabl e the Seller will be responsible of all of taxes, expenses, levies and charges for the fulfillment of commitments of this Order and they are included in the price of the purchase order.
6.2. Purchase order numbers must be written on the invoices.
6.3. Invoices related to goods and services which have been accepted are paid within the term which is specified on the text of the Order to the bank account written on the invoice. Any expense that might incur at the Seller’s bank related to the payment will be the Seller’s responsibility.
6.4. If there is no consensus related to early and /or partial delivery /performance, partial payment will not be made, even if partial delivery has been made. One single payment will be made after the acceptance o all of the material or services.
6.5. If the Seller will be responsible of making any payment to LEONARDO TURKEY, within the context of this Order, the same amount will be deducted from the upcoming payment(s) within this Order. If this is not possible, deductions will be made from the payments of other Purchase Orders or contracts (if any) between LEONARDO TURKEY and the Seller.
7.2. Above events will be considered as Force Majeure Conditions only if; (i) they happen after the Order effectivity, (ii) they are beyond Seller’s reasonable control, (iii) they prevent fulfillment of commitments of the Seller.
7.3. If a force majeure event happens, the Seller should immediately inform LEONARDO TURKEY in writing about the context and effects of the force majeure condition and send the official supporting documents to LEONARDO TURKEY within 7 (seven) days after the occurrence of the force majeure condition. Supporting documents should be approved by local authorities.
7.4. The Seller will not be entitled to any additional rights, price increase, price difference or any compensation because of the force majeure conditions, other than time extension which will be granted by LEONARDO TURKEY.
7.5. If the delivery period of the material is delayed more than 1/3 of the total delivery period due to force majeure conditions, LEONARDO TURKEY will have the right to terminate the Purchase Order unilaterally, with a written notice. During such a condition, provisions of Article 9.2 will apply.
8.2. The delay penalty is not a remedy to compensate LEONARDO TURKEY losses. LEONARDO TURKEY reserves the right to seek legal solutions in relation to its losses.
8.3. The upper limit of delay penalty is 50 % (fifty percent) of this Purchase Order.
8.4. The delay penalties will be deducted from due payments in accordance with the provisions of article 6.5. If this is not possible, the related amount will be paid to LEONARDO TURKEY, within 5 (five) working days following receipt of the notice.
8.5. If the delay exceeds 1/3 of the Delivery period, LEONARDO TURKEY reserves the right to apply the provisions of Article 9.1.
9.2. Termination for Good Cause: In case LEONARDO TURKEY no more requires the material or services which are contained in an order, it has the right to terminate the purchase order as a whole or partially by means of sending a written notice, without any requirement to provide a rationale. The payments related to the parts of the material or services which had been completed prior to receipt of the notice by the Seller will be done according to order prices, following final acceptance tests. If the purchase Order has been partially terminated, the Seller’s unterminated obligations will continue.
10.2. All of raw materials and supplies which will be used for the manufacturing of supplies within the context of this purchase order will be “New”. In relation to this Article, “New” will mean; that the material has not been used, they have not been repaired and that they have not been subjected to comprehensive maintenance.
10.3. Within the warranty period the Seller will be fully responsible of elimination all of the faults. The Seller will be responsible of paying all of the expenses related changing of faulty material /services with new ones, reoperations of the faulty material, together with picking up of the faulty material from LEONARDO TURKEY and /or the customer’s facility and transfer them to the Seller’s facility, transfer of the corrected or new material from th e Seller ’s facility to LEONARDO TURKEY and /or the customer’s facility, in addition all of the insurance expenses throughout these processes.
10.4. The Seller accepts and confirms to inform LEONARDO TURKEY at least 1 (one) year in advance, if the products or the material which will be used for manufacturing of the products within the context of this purchase order will become obsolete.
10.5. If the Seller does not fulfill his obligations arising from this article 10, LEONARDO TURKEY reserves his rights to apply the provisions of Article 8. and Article 9.1 according to the prices of the material and /or services and it will either correct the faulty material or have it done by third parties.
13.2. Documents, equipment, apparatus, molds, etc. sub material, software and /or samples which are delivered to the Seller by LEONARDO TURKEY will be the property of LEONARDO TURKEY and their employment for purposes other than the Purchase Order, their transfer to third parties or their reproduction copying them are subject to LEONARDO TURKEY written permission. The seller will be fully responsible of every type of damage or losses or risks of damage to LEONARDO TURKEY goods. In addition, the Seller will also be responsible of damages which may be caused by legal limitations such as placing of receivership, sequestration, injunction measures until they are returned back to LEONARDO TURKEY.
13.3. The Seller accepts, declares and confirms that he will not and he has not breached any intellectual a nd indus trial property rights belonging to third parties in order to deliver /execute the material /services which are the subject of this Purchase Order.
14.2. In addition execution of the above mentioned services, the Seller will also be responsible of every type of damages and losses which may be inflicted on the LEONARDO TURKEY employers and their goods by third parties which ma y be cau sed by defective design, manufacturing, bad workmanship, and material, neglect, and because of bad intent.
15.2. If the Seller makes any assignments or delegations without receiving LEONARDO TURKEY written approval, LEONARDO TURKEY will have the right to terminate the Purchase Order in accordance with the provisions of Article 9.1.
18.2.None of the changes to this purchase Order will be valid, unless it is in writing and approved by the authorities of the parties.
18.3. This Purchase order overrides and replaces all of the written and/or oral communication, proposals, confirmations and agreement which may have been done between LEONARDO TURKEY and the Seller.