4.1 Unless otherwise expressly agreed in writing by the Seller, a quotation shall remain valid for 1 days and shall be subject to Metal Variation, Other Costs Variation and (if it is expressed in a currency other than American Dollar (USD) or Euro (EUR) to Currency Variation in rate of change in exchange rate in USD-TL(Turkish Lira) parity.
6.1 Where a test on the Products has been agreed, it shall, unless otherwise agreed, be carried out at the premises where the Product is being manufactured, during normal working hours and solely in compliance with such safety rules, confidentiality, and any other premise specific rules. If technical requirements for the test have not been agreed upon by the parties, the test shall be carried out in accordance with the Seller's standard procedures.
6.2 Where the Contract provides that the test shall be performed at the presence of Buyer’s representatives, the Seller shall notify the Buyer in writing of the test in sufficient time, in any event by giving at least 5 (five) business days prior notice, to permit the Buyer to be present at the test. If the Buyer has received such notice, the test may be carried out even if the Buyer is not represented at the test. the Seller shall make a report of the test. The test report shall be sent to the Buyer. The report shall be considered to correctly describe the execution of the test and its results.
6.3 If the Buyer wishes to witness any tests; all costs so incurred including travelling and other expenses shall be paid by the Buyer.
Until title to the Products has passed to the Buyer, the Buyer, provided that said Products have not been stored by Seller on behalf of Buyer pursuant to article 7.8, shall:
8.6.1 hold the Products on a fiduciary basis as bailee for the Seller;
8.6.2 store the Products separately from all other goods held by the Buyer so that they are readily identifiable as the Seller’s property;
8.6.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
8.6.4 notify the Seller immediately if any Default occurs;
8.6.5 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
8.6.6 give the Seller such information relating to the Products as the Seller may require from time to time; and
8.6.7 take all those steps which the Seller may require in order to render effective and enforceable its rights over the Products vis-a-vis any third party,
but the Buyer may re-sell or use the Products in the ordinary course of its business.
Accordingly, the Seller shall be responsible for any damage and/or defect occurred to the Products due to wrong instructions provided by the Seller personnel to the Buyer personnel. In such an event the provisions set forth under Conditions 11 and 12 shall apply.
However, should any damage and/or defect occurred to the Products be attributable to the negligence or improper and/or wrong implementation by the Buyer’s personnel of the instruction received from the Seller representatives, then the Seller shall not be liable for any damage suffered by the Buyer in connection thereto.the Seller shall be responsible for providing correct instructions to the Buyer’s personnel regarding laying procedures and Products’ manipulation during laying; Buyer shall be responsible for the proper implementation of the instructions given by the Seller representatives.
14.1 If the Seller is prevented, hindered or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure (affecting the Seller, any of its Affiliates and/or any third party of its supply chain), then the Seller shall notify the Buyer in writing of the occurrence of such event and the circumstances thereof promptly after the occurrence of such event.
14.2 If the performance of the Contract by the Seller is prevented, hindered or delayed for a single period of more than 6 (six) weeks or an aggregate period of more than 10 (ten) weeks on account of one or more events of Force Majeure during the currency of the Contract, the Seller shall be entitled to either (i) terminate the Contract by giving a 10 (ten) days prior written notice to the Buyer or (ii) renegotiate the price, delivery terms and any other relevant provision of the Contract in light of the then current circumstances; in such an event, if the parties fail to renegotiate the terms of the Contract, then the Seller shall yet be entitled to terminate the Contract. In the event the Contract is terminated by the Seller pursuant to this Condition 14.2, then Condition 15.2 shall apply.
15.1 Without prejudice to any other remedies available under the applicable law, if a Default occurs, the Seller shall be entitled to terminate the Contract (and/or any other agreement between the Seller and the Buyer for the supply of products and/or services which has not been completely performed), by serving a written notice to the Buyer.
15.2 Upon such termination, without limiting any other right or remedy the Seller may have, the Seller:
15.2.1 shall be entitled to retain any payment already made by the Buyer; and
15.2.2 shall cease to be liable to supply any Products or Services to the Buyer under the Contract; and authorized to scrap the cables, regardless of products potential to be sold and
15.2.3 shall be entitled to be indemnified for any and all costs, expenses and losses suffered as a result of termination (including, without being limited to, costs for hedging the metals and losses suffered to unwind any metal position and the difference between the Price and the value of the scrapped Products).
16.1 The Buyer shall not be entitled to make any variation to the Order without the Seller's written consent.
16.2 The Seller shall be entitled to recover from the Buyer any metal, currency or manufacturing losses caused by an agreed variation to an Order or an agreed cancellation of an Order.
17.1 The Buyer may not assign the Contract or any rights or obligations accruing hereunder, in whole or in part, without the Seller prior written consent. the Seller may assign the Contract as well any rights or obligations accruing hereunder, in whole or in part, to any of its Affiliates or to any third party in connection with the transfer, in whole or in part, of the business to which the Contract refers. Any such assignment shall be effective when written notice thereof has been given to the Buyer.
17.2 Without prejudice to the generality of the foregoing the Seller may, without the consent of the Buyer, assign all or any of its receivables arising out under this Contract to any third party. Any such assignment of the Seller’s receivables shall not affect in any way its obligations or any right of set off or any other right or claim which the Buyer might have in relation to the performance of the Seller’s obligations under the Contract. The Seller may, notwithstanding any restrictions on disclosure, disclose to the assignee and others in connection with any such assignment any information reasonably required including a copy of any invoice, the name and address of the Buyer and a copy of this Contract but excluding any technical or proprietary information. Notwithstanding any such assignment, until notified to the contrary by the assignee, the Buyer shall continue to deal with the Seller in all respects in relation to this Contract as if no such assignment had taken place.
17.3 The Seller may subcontract, in whole or in part, the supplies of Products or the proviso of Services hereunder to any third party, including without limitation any of its Affiliates.
17.4 The Seller failure to enforce any of its rights under the Contract does not operate as nor shall it be construed as a waiver of any right that the Seller may have under the Contract and/or at law.
17.5 The Buyer shall keep confidential and shall not disclose to any third party without the Seller's prior written consent any information (whether of a commercial or technical nature) acquired from the Seller in connection with its tender or the Contract, including without limitation any information concerning the prices at which the Seller sells the Products or provides the Services.
17.6 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
17.7 No amendment to the Contract shall be valid unless made in writing and signed by an authorized representative of both the Buyer and the Seller.
17.8 Nothing in the Contract shall confer on any third party any benefit or the right to enforce any term of the Contract.
17.9 The Buyer shall not use the Seller’s trademark or any Seller owned trade mark (registered or not), the Seller logo or name or get up in any of its advertising, marketing campaigns, in-store or external product promotion and the like, or imply that the Seller supports any of the Buyer’s advertising, marketing or promotion of the Products without the Seller’s prior written consent.
18.1 The Buyer (a) declares to know and accepts the Ethical Code and the Lines of Conduct (jointly defined “Ethical Code”), approved by the Seller, attached hereto or otherwise available at https://tr.prysmiangroup.com/en/ethics-integrity and forming an integral part of these Conditions; and (b) undertakes, with respect to the performance of the Contract, to exactly comply with the provisions of the Ethical Code and to ensure compliance with said provisions by all the persons employed, for whichever reason, by the same in the performance of the Contract.
18.2 As part of PRYSMIAN GROUP incorporated in Italy, the Seller is committed to complying with all E.U. export control laws and regulations that apply to military goods, and commercial goods, and related technologies. The Buyer acknowledges the goods and any technical data and information supplied by the Seller are subject to E.U. and U.S. export control laws and regulations (“Trade Compliance Rules”). The Buyer agrees to abide by and comply with all applicable export control laws and regulations, and specifically agrees that it will not unlawfully export or re-export the goods (and related technical data or information), directly or indirectly, to (a) any countries subject to E.U. and U.S export restrictions or (b) any end user who has been prohibited from participating in E.U and U.S. export transactions by any E.U. government and respective agency of the U.S.A. Diversion contrary to law is prohibited.
18.3 The parties agree that without prejudice to any other rights arising from this Contract or applicable laws and regulations, the Seller shall be entitled to terminate this Contract and/or all the valid contracts and agreements between the parties for Buyer’s Default under Art. 15.2, by written notice to the Buyer, in case the Buyer (and/or any of the persons employed, for whichever reason, by the same in the performance of the Contract) does not comply with any one of the provisions of the Ethical Code and/or Trade Compliance Rules.
19.1 The Contract shall be governed by and construed in accordance with the laws of Turkey (excluding its conflicts of laws provisions). Any dispute, controversy or claim arising out of or relating to the Contract, the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the Courts of Bursa.