TERMS OF USE
These Terms of Sale are part of a quotation, bid response, order acknowledgement, or other sales document issued by YAAZ furniture.
1. ORDERING INFORMATION
YAAZ furniture sells its products on the terms set forth in these standard Terms of Sale.Orders must be submitted in writing or electronically per yaaz furniture requirements as represented by a valid purchase order, which includes product total.An order is non-binding until YAAZ furniture issues an order acknowledgment to the customer (the ‘‘Customer’’), which will include price information and an anticipated delivery date. Order Changes/CancellationFor Special Products, Customer’s Own Material (C.O.M.), finish matches, special colors, special products, Master lock and key orders and RUSH orders, changes can be made after order acceptance only with YAAZ furniture’s approval. Please contact customer service in order to manage this process correctly. Order cancellations are the complete cancellation of orders. Order changes are deletions of line items or changes in size, color, quantity, shipping address or scope of work. All changes, regardless of monetary value, must be made in writing. Changes are non-binding unless yaaz furniture gives consent to the change.
Customer’s Own Material (“C.O.M.”):
A Customer requesting a fabric, surface or finishing material (C.O.M.) not included in YAAZ furniture’s standard finish offering must first confirm approval for the C.O.M. or request new approval. Contact YAAZ furniture’s Order Services department for an explanation of the procedure for submitting C.O.M. samples. If YAAZ furniture agrees to use C.O.M., the following conditions apply; (1) YAAZ furniture shall have no liability for the condition, quality, value, performance, physical characteristics or any other aspect of the C.O.M.; and (2) YAAZ furniture shall have no liability for any damage, injury or loss to Customer or any third party caused by any C.O.M., and Customer shall release YAAZ furniture from all such liability. The Customer shall pay the standard price for products subject to C.O.M. and YAAZ furniture shall utilize C.O.M. at no additional charge beyond the standard price. C.O.M. may not be available on all products.
Extra costs incurred by YAAZ in the delivery of C.O.M. to the factory will be invoiced separately.
Valid / Complete Purchase Order:
All orders must be confirmed in writing to be binding on YAAZ furniture. The following information is required to process an order with YAAZ furniture.
CUSTOMER INFORMATION
Sold To: Legal name, complete address (if YAAZ furniture is to bill the end user) and phone and fax number.
Ship To: Legal name and address.
Purchase Order Number: From the party YAAZ furniture will be billing.
Authorized Signature: All Purchase Orders must be signed by a duly authorized representative if a signature line is present. Electronically transmitted Purchase Orders will be accepted without signature if the client has an electronic purchase payment agreement on file.
Contact Name and Phone Number: The person YAAZ furniture should contact with any questions regarding the order.
Shipping Contact: The name and phone number of the person to be contacted regarding shipping and delivery matters.
Tagging Instructions: This information will appear on all documentation received from YAAZ furniture including: cartons, acknowledgments, and invoices.
Product Total: The total amount net in the currency indicated on the order form.
PRODUCT INFORMATION
Quantity
Product Numbers
Colors
Specials: Specify special part number for new special products.
Customer’s Own Material: Order entry code, manufacturer, pattern, and color.
Approval Drawings: An authorized signature by a duly authorized representative is required for shop drawings when applicable.
2. PRICING POLICIES
Payment Terms: A fifty per cent (50%) deposit is due prior to order processing and the balance is due prior to shipment unless otherwise agreed to in writing by YAAZ furniture. Other payment terms and credit limits accepted by YAAZ furniture will be determined based on financial information. The account balance must always be at or below the credit limit and current (no overdue balances). YAAZ furniture reserves the right to delay or cancel any delivery to a Customer whose YAAZ furniture account balance is above the credit limit and/or past due. YAAZ furniture reserves the right to request payment in full before the order is processed.
Applicable Prices: The price of any product sold by YAAZ furniture to the Customer shall be based on YAAZ Price List Prices and discounts are subject to change without prior notice or approval. Valid prices are the prices in force on the date of receipt of the ORDER.
Payments shall be made in TL at the Vakıfbank foreign exchange selling rate on the day of payment, taking into account the invoice currency.
Taxes:
YAAZ furniture prices do not include customs duty, sales, use, value added or similar taxes. Any federal, state/provincial or other taxes or assessments based upon the sale or delivery of products or services sold applicable to Customer at present or later imposed by federal, state/provincial or municipal agencies, shall be added and paid by Customer. Customer is responsible for all such taxes. NOTE: If a valid sales tax exemption certificate is not on file with YAAZ furniture and approved prior to product shipment, sales tax will be due and payable to YAAZ furniture when such tax is invoiced to Customer.
Termination by YAAZ furniture:
YAAZ furniture may immediately terminate an order upon written notice in the event of bankruptcy or insolvency proceedings by or against Customer, or Customer is adjudicated as bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, or proposes or makes any arrangements for the liquidation of its debts, or a receiver or receiver and manager is appointed with respect to all or any part of the assets of Customer.
3. SHIPPING
All deliveries will be made EXW (Ex Works) (ICC Incoterms2010) from YAAZ furniture premises or distribution centres. Freight charges on all orders shall be prepaid by the Customer. Any additional costs resulting from the Customer’s request for expedited shipping, special services, packaging, handling, routing and/or method of transport shall be paid by the Customer. Damages that may occur during transport will be detected at the time of delivery and will be reported to the offending party by keeping a record between the carrier and the customer and compensation will be requested from the offending party. Claims against YAAZ furniture for deficiencies, errors or damages must be made in writing within three (3) days from the date of delivery or the Customer waives the right to make such a claim. In the event that the Customer is unable or unwilling to take delivery of the goods as originally planned, YAAZ furniture may, at the Customer’s risk and expense, transfer the goods to a warehouse with favourable conditions. When such a transfer to the warehouse is made, the Customer assumes the risk of loss. YAAZ furniture shall invoice the Customer for storage charges and the Customer shall pay in accordance with YAAZ furniture’s standard payment terms. Any problems (terrorism - trade problems between countries - problems caused by the agent and the ship) that may occur in international waters at the specified port of destination of the products and before the port are the responsibility of the carrier and the Customer.
The customer is responsible for customs clearance formalities and transport from the receiving port to the final destination.
4. GENERAL TERMS
Governing Law:
For Products purchased pursuant to the Purchase Agreement, the Purchase Agreement shall be governed by and construed in accordance with the laws of the Republic of Turkey.
The Parties submit to the exclusive jurisdiction of the courts of Turkey/Adana for the purpose of resolving any dispute arising under the Contract or relating to any Product sold pursuant to the Contract. Except for the provisions of the United Nations Convention on Contracts for the International Sale of Goods, the parties agree to the exclusion of any other provisions or laws which may have the effect of applying the laws of any jurisdiction.
Force Majeure:
In the event that the performance of Customer or YAAZ furniture or its participating supplier is prevented, restricted, interfered with or rendered commercially impracticable by Force Majeure, after notice to the other parties, the party affected by the Force Majeure shall be excused from performing under the Purchase Agreement until such time as the Force Majeure no longer prevents, restricts, interferes with or renders such performance no longer preventable, restricted, interfered with or commercially impracticable.
“Force Majeure” means: Fire, explosion, plant failure, epidemic disease, hailstorm, road snow/ice storm, hurricane, tornado, flood or power failure; war, revolution, civil or military disturbances, acts of public enemy, acts of terrorism, blockade or embargo; any law, order, proclamation, proclamation, regulation, ordinance, request or requirement of any applicable governmental authority or any subdivision, authority or agent of any such government; labour difficulties, including but not limited to strikes, slowdowns, picketing or boycotts; or difficulties beyond the reasonable control of YAAZ furniture in obtaining necessary raw materials, labour, fuels and electrical power, components or facilities and other circumstances beyond the control of the affected party.
Customer Delay’s:
Where YAAZ furniture has not received adequate site dimensions, product specifications, shipping information, installation particulars or other information required by YAAZ furniture to permit the efficient manufacture or procurement of any products, or where site conditions are not in accordance with the Installation requirements set forth, or are not otherwise suitable to permit effective and efficient installation, the manufacture and/or delivery of products may be delayed, and such event shall constitute a delay by customer. When manufacture, delivery or installation is delayed by Customer or at Customer’s request: (i) Customer shall pay to YAAZ furniture all reasonable storage, handling, and other reasonable incidental expenses incurred by YAAZ furniture in connection with such delay; and (ii) Customer shall bear all risk of loss or damage to the Products being held by YAAZ furniture for Customer.
Services:
Customer acknowledges that the Products to be manufactured or procured by YAAZ furniture in connection with the order are, or may be, custom manufactured for Customer and that YAAZ furniture may be required to perform extensive work in relation to the design and specification of such Products. Specifications and instructions are in accordance with directions of Customer and full responsibility for their correctness is assumed by Customer. Where installation services are to be provided by YAAZ furniture, or its subcontractor, YAAZ furniture will inform Customer of the cost. Unless otherwise specified in writing, YAAZ furniture’s installation services are limited to products sold by YAAZ furniture. Customer is responsible for ensuring that the installation site is safe and ready for installation on the agreed upon date.
Use and Installation of Products:
YAAZ furniture recommends that its products be installed by certified, qualified and approved installers according to YAAZ furniture’s written installation procedures. Customer agrees to use YAAZ furniture products properly; not to remove or alter warnings, or installation instructions placed on products by YAAZ furniture, and to instruct employees as to the proper care and use of the products according to printed instructions. Where Customer requests work to be performed or materials to be provided which are not contemplated in the Scope of Work, or Customer otherwise requests Products or services not contemplated in the order (collectively ‘‘Extras’’), prior to providing such Extras YAAZ furniture reserves the right to require Customer to provide and sign a written Purchase Order or Change Order acceptable to YAAZ furniture describing the Extras and the amounts to be charged therefore, and Customer agrees to pay such charges.The installation and maintenance of the products must be carried out by YAAZ in accordance with the conditions in the user manual delivered with the product.
The installation and maintenance service requested by the customer from YAAZ Furniture will be charged by YAAZ furniture and invoiced based on customer approval. The designs of all products produced by YAAZ furniture are registered and the rights on all photographs, written and visual documents belong to YAAZ furniture. Unauthorised modification of products and images or unauthorised copying of products and images means the initiation of legal proceedings by YAAZ furniture and the acceptance of all material, moral and court costs by the customer.
Warranty/Indemnification:
YAAZ Furniture’s Warranty coverage; It includes the periods determined for each material on the product and according to the usage areas. This information is available on the yaaz.com website under the heading “Cleaning and Using Instructions” and can be downloaded. These warranty periods are valid only for problems that may arise from production and only if the cleaning and maintenance instructions of the products are fully complied with. Deterioration, wear and damage caused by the user’s own faulty actions are not covered by the warranty. In addition; any modifications made to the furniture invalidate the warranty.
Entire Agreement:
The Order and Purchase Agreement (including the applicable Schedules) constitutes the sole agreement between the parties and supersedes all prior understandings or written or oral agreements (other than National Sales Agreements) between the parties. No term, provision or condition of any purchase order or other document submitted by Customer (other than purely commercial terms such as quantity, delivery date, location, etc.) shall have any effect whatsoever on the parties’ obligations in respect of the Products. No waiver of any provision of these Standard Terms and Conditions shall be binding on YAAZ furniture unless expressly agreed to in writing.