General Sales Conditions

DEFINITIONS:

SELLER – Tristar Steel SRL & Akcelik Demir Celik AŞ

BUYER – The party signing the order, also called Buyer.

ORDER – A purchase request made in writing by the Buyer,
indicating the technical specifications for the products and the
terms and conditions of supply.

ORDER CONFIRMATION – The document issued by the
Seller in response to the order, stating whether the order has
been accepted, or any changes and specifications regarding the
order proposal made by the Buyer.

GENERAL SALES CONDITIONS – the terms and conditions
governing the relationship between the Buyer and Seller.

PRODUCT – subject of the Order, also referred to as the
Goods.

SUPPLY – the goods/services provided by the Seller.

PRODUCTION STANDARD – Tristar Steel Products
Catalog in which are mentioned the Seller’s product quality
and standard characteristics according to the standards; these
conditions and services provided by the Vendor must be
obeyed, except specific requests indicated in the Order.

TECHNICAL CHARACTERISTICS – they represent,
quality, finishing level, section, measurements in millimeters
or inches, weights, tolerances, quantities, price, certification
type, reference standards and delivery date of our product.

TECHNICAL DATA SHEETS – documentation published
on the Tristar Steel SRL website, describing the product
mechanical and chemical characteristics. The international
standard applied to products is only valid for the standards
listed and included in Tristar Steel SRL Products Catalog.

1.General Provisions:
All orders forwarded by the Buyer shall be regulated by these
General Terms and Conditions of Sale. Sending an order implies
that the Buyer is aware of and fully accepts the clauses here
below. These terms and conditions regulate the contractual
relationship between the Seller and the buyer relating to the
order, unless the parties make a specific exception to them
through a written agreement signed by the Seller.
Product references, technical specifications and quality standards
are those indicated in the technical data sheets published on the
Seller’s website.

2. Applicability:
Notification of these General Sales Conditions may be
communicated by printing on the reverse of headed paper,
quotations, Order Confirmations and e-mails.
The application of any general conditions used by the Buyer is
hereby explicitly excluded.

3.Order and acceptance:
The Order must indicate all the product technical specifications
and details of the products requested, otherwise the ones
indicated in the order confirmation shall be valid or,
alternatively, those indicated in the Technical Data Sheets and/or
the Seller’s Product Catalog.
Any technical specifications indicated by the Buyer not
discussed before order placement or forwarded by the Buyer after
the order was signed, shall not be taken into consideration,
without prejudice to the Seller’s right to consider them as a new
order.
The order shall be considered as being fully accepted and
approved by the Seller once the Buyer receives the order
confirmation from the Seller.
If the Seller is unable to fully accept the order clauses, the Seller
is entitled to send the Buyer an order confirmation containing all
the necessary changes (e.g. quantity, type of product ordered,
etc), asking for the Buyer new acceptance.
Should the Buyer fail to provide any clarifications in writing, to
be sent via e-mail no later than 3 (three) working days after
receiving the order confirmation, to the same e-mail address from
which that confirmation was sent, the sales contract will be
considered to be effective between the parties.

4.Delivery deadlines:
Any confirmation regarding time of delivery will only be
approximate. Time of delivery is agreed upon through Supplier’s
Order Confirmation and is subject to clarifications in a timely
manner regarding any other details concerning the Order, as well
as implementing any of the Buyer’s liabilities, such as giving
official certifications, giving letters of credit and payment
covenants or to pay the previously agreed upon installments.
Thus, the previously mentioned conditions are available for
terms of delivery also.
The delivery deadline shall be understood to have been respected
once notification has been provided that the goods are ready to
be picked up or the delivery notice has been issued, depending
on the case in question.
Once the Buyer receives this notification, he is obliged to pick
up the goods as soon as possible.
If the Buyer is unable to take physical custody of the Products on
the agreed upon delivery date, the Supplier will have the right to
store the Products at the Buyer’s expense, without modifying the
terms of payment.

5.Delivery method and picking up goods:
Unless otherwise agreed in writing, goods shall only be delivered
at our production facilities or our warehouse, as indicated in the
order confirmation. Once the goods have been picked up or
handed over to the carrier, they shall be transported at the buyer’s
sole risk. Different delivery methods may involve the application
of current INCOTERMS regulations.

6.Price and payment conditions:
The sales price, payment methods and payment conditions are
those indicated in the order confirmation and invoices, issued in
accordance with the agreed upon conditions.
Prices are always stated as net amounts, excluding taxes and any
other charge, for unpacked Products EXWorks (Incoterms 2010)
for the Supplier’s premises.
Prices are subject to adjustment by the Supplier so as to take into
account unforeseeable variations. The Buyer hereby recognizes
and acknowledges this fact, and that such price adjustments are
valid without its prior agreement. Nevertheless and insofar as
possible, the Supplier will, within a reasonable time, inform the
Buyer of its intent to make such adjustments before they become
effective, giving the Buyer all reasonable information in its
possession concerning the need for, and methods used, in
computing them.
All costs of packing, handling, shipping, placing on board,
insuring etc. will be invoiced in addition. The Buyer will pay for
all rights, taxes and other official charges, as well as the duties
and expenses for customs formalities for export and import of
Products and, if necessary, transit abroad.
Should it be agreed for the payment of the goods to be made in
instalments, the missing, partial or late payment of even only one
instalment shall entitle the Seller to demand immediate payment
of the entire amount due, or, at the latter’s sole discretion, the
termination of the contract (pursuant the Romanian and Turkish Civil Code).
Failure to make a payment or only making a partial payment and,
in any case any late payments, shall entitle the Seller to put on
hold performance of the contract and to withhold any goods that
are yet to be delivered. In this case, the Seller may also alter the
payment conditions for any additional goods supplied and, in any
case, – depending on the seriousness of the non-compliance -,
may terminate the supply contract by simply sending a
notification to this effect to the buyer, with the latter being unable
to claim any compensation or raise any objections in this regard.
In any case, the buyer shall be obliged to pay compensation for
any additional damages deriving from the failure to perform
other contracts.
In the event of late payments, all other legal consequences shall
apply.

7. Acceptance(Non-Conformity/Complaints):
A written notification from the Buyer to the Seller will be
provided in thirty (30) days at the very most after
merchandise receipt regarding any product defect and,
immediately at reception, regarding inadequate packaging or
deterioration occurred during transportation. In that event,
the Buyer must stop any processing or fabrication of
products. After discovering any defect the Buyer will keep
the products at the state of the supply, allowing the Seller’s
inspection. Where the Buyer does not respect his obligation
(of noticing or if will use the products after discovering any
defect or will not deliver the products for the Seller
‚’inspection) the products will be considered accepted.
In the event of discovering hidden defects arrising from the
Buyer’s production process, the Supplier is not liable for
paying the Buyer’s internal production costs which issue
from manual labor or expenses resulting thereof.

8.Supply Terms and conditions:
The Seller undertakes to comply with the product specifications
as requested in the accepted order or order confirmation.
The Supplier has the right of delivering goods with the
quantitative tolerance of ± 10%; the delivery will be quantified
either as weight or as number of pieces.
The Supplier shall not be liable for any claims for less than one
percent (1%) of total delivery quantity.
Should no specific request be made by the Buyer in their order,
the Seller shall package the goods in accordance with their own
procedures, aimed at keeping the goods intact. In any case, the
Seller may not be held liable for any losses or faults caused by
reasons other than the latter’s misconduct or gross negligence.
Any specific types of packaging not indicated in the order
confirmation, but only requested at the time of shipping, shall be
included as extra costs in the invoice.

9.Inspections and testing:
Inspection/testing procedures and certificates for the goods
supplied shall be regulated by the agreements made in the order
and in the order confirmation.

10. Claims:
Any claimed defect must be established by evidence. If the
products are found to be defective, the Supplier reserves the
right to cure defect(s) by any one of the three following
actions:
• by replacing the defective products in the
Supplier’s premises;
• by repairing the defective products in the
Supplier’s factories;
• by refunding the price invoiced and paid by the
further actions will be mutually agreed for
replacing the returned material.
The Supplier will not be held responsible for defects or
products deterioration resulting from improper storage.

11.Guarantee duration:
The guarantee is of six months from delivery. No claim will be
accepted for material further processed by the Buyer, except
hidden defects arising after machining.
The Buyer shall decay from the guarantee if he does not
communicate the defect within 5 days from its discovery and the
action expires if it will not be carried out within 6 month from
the delivery.

12.Withdrawal and termination of contract:
The Seller shall have the right to withdraw from the contract,
without any charges, if it becomes aware that notice of protests
have been issued against the Buyer regarding cheques or bills of
exchange or other negotiable instruments, as well as if monitory,
ordinary, insolvency or bankruptcy proceedings, or out-of-court
proceedings, have been initiated against the Buyer.
In addition to the cases of missing or late payments, as provided
for by the relative clause, the Seller shall also be entitled to
terminate the supply contract by sending written notification to
this effect to the Buyer, if, after sending due notification that the
goods are ready to be picked up or after issuing the delivery
notice, said goods are not picked up by the deadline which the
Seller considers to be essential.

13. Tacit agreement:
Any acquiescence in relation to the Buyer’s conduct or non-
compliance shall not, in any way, lead to the Seller losing any of
his rights.

14. Saving clause:
In addition to the cases of force majeure and other circumstances
provided for by the law (including alert conditions, mobilisation,
blockades or war, also in the countries of raw material suppliers,
strikes and labour unrest, lockouts, fires, flooding, public
disasters, etc.), and also in the case of any orders and provisions
made by the Commission of the European Communities aimed
at restricting or in any case regulating the consumption of certain
raw materials, and the production and distribution of steel and
finished products, the Seller shall be entitled to fully or partially
withdraw from the sales contract that has been duly concluded,
as well as from any contracts still in the process of being defined,
should facts and circumstances arise, regardless of where, that
substantially alter market conditions, currency value and
industrial conditions in Romania and Turkey.
In these cases and, in general, if the Seller withdraws from the
contract due to an impediment that has nothing to do with their
own actions or fault, the buyer shall not be entitled to any
compensation or reimbursement and, if requested to do so, must
pay for any finished goods or goods in the process of being made.

15. Individual clauses nullity
Should one or more of the above clauses, or provisions stated in
separate agreements between the parties, become null and void,
this shall not, in any way, invalidate the entire sales contract.

16. Privicy:
Should the Seller be in possession of Buyer data that may be
classed as “personal” pursuant to applicable legislation (as per
EU Reg. no. 679/16) this data shall be processed for the purposes
of the contract (forming the legal basis for the processing) and in
accordance with legal obligations, with the Seller acting as data
controller, in order to guarantee the compliance, security and
confidentiality of said data.
The data can be communicated in any form, also by consultation
by or making it available, to credit institutions, trade companies,
credit recovery companies, associated companies, consultants
and professionals as well as third parties for the supply of
services. The data is also gathered, reorganized and used to
improve the offer of the service/product.
The data controller is the company to which the Client’s order is
addressed.

17. Applicable law:
For anything not stated in these general terms and conditions of
sale, Romanian and Turkish law shall apply to the sale and supply of goods
and to the relative contracts and obligations undertaken with our
company.

18.Place of Jurisdiction:
The Romanian and Turkish Courts from the Seller’s headquarters are
exclusively competent for any dispute relative to sales or supplies
and concluded contracts and obligations with our Company.

19. Language of reference:
These terms and conditions have been drawn up in Romanian or Turkish and
in English; in the event of any disputes, the Romanian or Turkish version
shall prevail.

TRISTAR STEEL SRL

Jud. Dambovita, Mun. Targoviste , Bld. Libertatii Nr.2, SP.12 si 13, Et.2 Romania

Akcelik Demir Celik A.S. TOSB Otomotiv Yan Sanayi Ihtisas Organize Sanayi Bolgesi 4. Cd. No:10 41420 Cayirova Kocaeli, Turkey