General Terms and Conditions of Sale

1) General

These General Terms and Conditions of Sale regulate the terms of the commercial relationship between Henkel and the Buyer who submits orders to Henkel through Henkel's E-Shop Ordering System or by written order form or by any other method agreed between the Parties and are valid and binding for the Parties unless there is a different agreement concluded between the Parties.

Henkel reserves the right to amend these Terms and Conditions at any time. The amended Terms and Conditions shall be notified to the Buyer in writing and shall be deemed to be accepted by the Buyer unless rejected in writing by the Buyer within 15 (fifteen) days following such notification. Following its entry into force, the relevant amendment shall apply to all Products and Services.

2) Definitions

The following terms have the meanings set forth below under these Terms and Conditions:

“Buyer” means the natural or legal person who purchases Products and/or Services from Henkel;

“E-Shop” means the order platform where Henkel collects orders from customers;

“Henkel” means Türk Henkel Kimya San. ve Tic. A.Ş;

“Services” means the services (including those provided free of charge) to be provided by Henkel pursuant to or in connection with the Agreement;

“Terms and Conditions” means these General Terms and Conditions of Sale;

“Personnel” means any of Henkel's employees or officers, directors, managers, agents, consultants or other personnel or subcontractors;

“Agreement” means any agreement between Henkel and the Buyer for the supply of Products and/or Services which incorporates these Terms and Conditions;

“Product” or 'Products' means the products to be supplied under or in connection with the Agreement;

“Parties” means Henkel and Buyer.

3) Order and Conclusion of the Agreement

3.1. The Buyer shall transmit its orders to Henkel via E-Shop or by written order form or by the method determined by agreement between the Parties. 

3.2. A written quotation and/or a published price list for the Products or Services shall constitute an offer and no binding agreement shall be formed until Henkel notifies the Buyer of its acceptance of the order or (if earlier) delivers the Products or Services to the Buyer, in which case the Agreement shall be formed, if an order is placed with Henkel via the E-Shop or otherwise.

Even in the event that Henkel does not respond with acceptance to an order, these Terms and Conditions shall apply to the relevant Agreement, provided that Buyer has been notified in advance and there is no other agreement between the Parties expressly providing otherwise. Acceptance of any order is at Henkel's sole discretion.

3.3. Any offer made by Henkel is subject to these Terms and Conditions and is valid for a period of 5 (five) days following the date of the offer (or such other date specified in the offer) unless earlier withdrawn by Henkel.

3.4. Orders placed by the Buyer and approved by Henkel cannot be changed or canceled with the unilateral notification of the Buyer without the approval of Henkel. In the event that the Buyer cancels the orders or requests a change in the order in violation of this article, the Buyer is obliged to indemnify Henkel for the direct and indirect provable damages incurred by Henkel for this reason. 

3.5. Henkel reserves the right to amend these Terms and Conditions at any time. The amended Terms and Conditions shall be notified to the Buyer in writing and shall be deemed to be accepted by the Buyer unless rejected in writing by the Buyer within 15 (fifteen) days following such notification. Following its entry into force, the relevant amendment shall apply to all Products and Services.

4) Delivery of Products and Liability for Defects

4.1. Delivery of the Products or Services shall take place in accordance with the procedure specified in the confirmed order, order form or other memorandum of understanding between the Parties. If the Products or Services are shipped by Henkel in accordance with the order and the Agreement, the Buyer may not refuse to take delivery of the Products and Services. Otherwise, it shall be liable to indemnify Henkel for any direct and indirect damages arising therefrom.

4.2. In cases where the shipment of the Products will be carried out by Henkel, the Products shall be delivered to the address of the Buyer specified in the order or order form. Upon delivery of the Products to the relevant address of the Buyer, the title and risks on the Products shall pass exclusively to the Buyer. In cases where it is agreed that the Products will be received directly by the Buyer, the title and risks on the Products shall pass exclusively to the Buyer upon receipt of the Products from Henkel facilities by the Buyer or third parties authorized by the Buyer.

4.3. In case the Products are subject to special storage conditions, Henkel shall provide technical information regarding the storage conditions to the Buyer before or at the latest during delivery.

4.4. Unless otherwise expressly agreed between the Parties, the Buyer is obliged to inspect and control the Products received within the period specified in Article 23/c of the Turkish Commercial Code No. 6102 and to notify Henkel of defective or faulty products, if any. Otherwise, Henkel cannot be held liable for defects not notified to it within the period.  The general provisions of the Turkish Code of Obligations No. 6098 shall apply to defects that cannot be detected by an ordinary inspection and hidden defects.

4.5.  Henkel is obliged to receive and inspect the defective Products notified to it in accordance with Article 4.4 from the Buyer's address as soon as possible. The defective Products shall be replaced with new and defect-free Products as soon as the stocks allow, and the price of the defective Products that cannot be replaced shall be returned to the Buyer against a return invoice.

4.6. The Buyer is obliged to notify Henkel of the contents requested to be included in the invoice, delivery note or packaging of the Products at the latest at the time of order. Otherwise, the Buyer may not refrain from receiving the Products or making invoice payments by claiming that these contents are not present.

4.7. Unless otherwise expressly agreed between the Parties, transportation equipment such as protective packaging, pallets, containers, etc. used by Henkel for shipment are not part of the Product or Service sales process and their ownership belongs to Henkel. Such equipment must be returned to Henkel at Buyer's expense within 7 (seven) days following the shipment.

5) Product Specifications

5.1. Henkel accepts and undertakes to deliver the Products in accordance with the specifications specified in the approved order, order form or previously agreed technical specifications, to comply with the national and international legislation to which the Products may be subject, Conformité Européenne (“CE”) rules and related regulations and to ensure that they are free from any defects.

5.2. Henkel acknowledges and undertakes that the Products do not infringe any intellectual or industrial property rights of any third party, and that it has not received any notice or warning of such infringement.

5.3. Henkel's recommendations or instructions regarding the use of any Product, including its use alone or in combination with other products, are based on its own tests and information believed to be reliable provided by Buyer. However, Henkel makes no warranty as to, and assumes no liability or responsibility for, the results of Buyer's intended use. Henkel assumes no responsibility for any assembly or joining process in which the Products are incorporated as a component product, raw material or part. Buyer shall be responsible for designing and conducting all tests to determine whether any Products are suitable for its application and intended use. Any recommendation or instruction by Henkel is not intended to suggest processes that would infringe any third party patent, and Henkel assumes no liability or responsibility for infringement of such patents. Henkel may, without any liability to Buyer, refuse to proceed with the delivery of the Products if, in its opinion, the sale or use of the Products infringes third party patents.

5.4. The Buyer must use and/or store the Products according to the technical documents or instructions communicated to it by Henkel. Henkel shall not be held liable for any damages and disruptions that may occur both in the Products and in the Buyer's operation due to the Buyer's use contrary to these provisions and instructions. 

6) Price and Payment

6.1. Orders will be invoiced, as a rule, at Henkel's list prices in effect on the date of invoice. In the event of a separate agreement between the parties, the agreed prices shall apply.

6.2. Unless otherwise expressly agreed between the Parties, payment of each invoice issued by Henkel for the orders shall be made by the Buyer by wire transfer/EFT to the bank account number to be notified to the Buyer by Henkel in the currency stipulated in the invoice and within the due date specified in the order form or - if applicable - in the agreement concluded between the Parties.

6.3. In the event that the invoice amounts are not paid within the due date specified in Article 6.2, the Buyer shall be deemed to be in default without any further notice and Henkel shall be entitled to accrue the maturity difference at the highest interest rate in the list of “Maximum Interest Rates Actually Applied to TL Deposits by Banks” published by the Central Bank of the Republic of Turkey. In addition, if any invoice is not paid on due date, Henkel has the right not to ship orders, even if approved, until payment is made.

6.4. The Buyer shall not have any right or claim of set-off, lien or any other similar right or claim unless there is a valid court judgment for any amount due to the Buyer by Henkel. 

7) Confidentiality and Protection of Personal Data

7.1. The Parties shall keep any and all information that pertains to the other Party which they have learned as a result of this Agreement including, without limitation, the other Party's business and trade secrets, strictly confidential, shall not disclose it to any third party, and take any and all necessary measures to prevent its disclosure, and shall not use this information for any purpose other than the fulfillment of its duties and obligations under this Agreement unless otherwise agreed in writing. Other than this, the Parties have agreed to keep confidential the content of this Agreement as well as any kind of Agreement executed in relation to this Agreement or its fulfillment.

7.2. In the event that personal data is transferred between the Parties within the scope of these Terms and Conditions and/or any Agreement, the Parties undertake to protect this data by complying with the Personal Data Protection Law No. 6698, the applicable legislation and general principles, the decisions of the Personal Data Protection Board, the regulations and principles published by the Personal Data Protection Authority.

7.3. The Parties acknowledge, declare and undertake that the personal data to be shared pursuant to this Agreement have been obtained in accordance with the applicable laws. All obligations of the Parties with respect to the processing of personal data (including, but not limited to, the collection, modification, storage, recording, transfer abroad or to third parties, deletion, anonymization) shall be set forth in accordance with applicable laws.

8) Force Majeure

8.1. Henkel shall not be in breach of the Agreement or be liable for any failure or delay in the delivery of the Products and/or performance of the Services due to causes beyond its reasonable control, including, but not limited to, natural disasters, government intervention or regulation, national emergency, acts of terrorism, protests, riots, civil commotion, strikes, lockouts, other labor disputes (whether or not involving either party's workforce), accidents, war, fire, explosion, flood, epidemic, reduction or interruption of power at the production facility, breakdown of plant or machinery, shortages or unavailability of raw materials available through ordinary channels of supply, or limitations or delays of a nature affecting transportation.

8.2. If the delivery of Products or performance of the Services is prevented in the presence of the circumstances set forth in Article 8.2., Henkel shall be entitled to delay or cancel the performance of the Services or cancel the delivery of Products or reduce the quantity of Products delivered.

9) Term and Termination

9.1. These Terms and Conditions shall enter into force with the first order placed by the Buyer and shall automatically terminate upon the Parties' mutual performance of their mutual obligations in accordance with the Agreement and in full for the last order placed.

9.2. Without prejudice to any right of Henkel arising under these Terms and Conditions or other provisions of the Agreement or arising by law, the Parties may terminate this Agreement unilaterally and without compensation for just cause, without any notice, notice or decision, in the event of any of the following events:

a. If the other Party breaches any of its obligations under this Agreement or fails to perform any of its obligations hereunder duly and completely and fails to correct / remedy such breach within 7 (seven) days following written notice to it;

b. In the case where the other Party defaults on the payment of its debts and provision of the Services, assigns its assets and receivables in part or in full, obtains a certificate of temporary or absolute insolvency as a result of  the enforcement proceedings initiated against it, an administrator is appointed in respect of  the whole or part of its business, a decision is rendered in respect of its bankruptcy, and/or, in case its a company, its termination or liquidation or an application is filed for suspension of bankruptcy or it becomes insolvent,

c. If the force majeure lasts for more than 30 (thirty) calendar days,

d. If the BUYER fails to pay two invoices in a row or three invoices in total within 1 (one) calendar year,

10) Intellectual Property Rights

10.1. The ownership and/or use rights of the trademarks and all other intellectual and industrial property rights (“Intellectual Property Rights”) owned by Henkel or licensed by Henkel, as the case may be, exclusively belong to Henkel. The Buyer accepts, declares and undertakes that it shall not claim or acquire any right, title or interest in the Intellectual Property Rights. These Terms and Conditions or any Agreement shall not be construed as transferring any Intellectual Property Rights to the Buyer or granting any license and/or license thereto to the Buyer.

11) Miscellaneous

11.1.  The Buyer agrees, represents and warrants that it will comply with all international trade regulations and requirements applicable to the Products and Services, any embargoes or sanctions imposed by the Federal Republic of Germany, the United Nations, the European Union, the United States of America or any other relevant country, and will not sell, transfer or export the Products to Iran, Syria, Sudan, Cuba, North Korea, Russia (in designated categories only), or other prohibited territories, unless otherwise authorized in writing by Henkel; and that it will obtain all authorizations, permits, licenses, approvals and authorizations prior to exportation of the Products.       

11.2. These Terms and Conditions may be amended or modified by the Parties in writing and by a document expressly stating that the provisions of these Terms and Conditions are amended. Except as otherwise expressly provided in these Terms and Conditions, to the extent that the terms or terms of performance of any order conflict with the provisions of these Terms and Conditions, these Terms and Conditions shall prevail. In the case of a separate written Agreement between the parties, the provisions of the Agreement shall take precedence, but only to the extent that the Agreement conflicts with these Terms and Conditions.

11.3. These Terms and Conditions are personal to the Parties. The Buyer may not assign or transfer its receivables, invoice payments/payments or rights and obligations under these Terms and Conditions without Henkel's prior written consent.

11.4. If any provision of these Terms and Conditions is invalid or unenforceable, such invalidity or unenforceability shall not automatically affect the validity of the Terms and Conditions. In such case the Parties shall negotiate so as to replace the invalid or unenforceable provision with a provision which is the closest to the original understanding and objectives of the Parties.

11.5. In the event of any dispute, the Parties agree that electronic mail, correspondence, notifications, reports, fax messages, books and records, computer records, microfilms and micro-fiche, receipts and invoices and commercial books and records kept in accordance with the provisions of the legislation and / or commercial customs of each Party in accordance with Article 193 of the Code of Civil Procedure shall be deemed conclusive evidence.

11.6. The parties agree that Turkish Law will apply to these Terms and Conditions and any Agreement between the parties. Istanbul Anatolian Courts and Execution Offices shall be authorized to resolve disputes arising out of these Terms and Conditions or the Agreement.