Standard terms applied to quotations, orders, sales and deliveries of the products and services offered by ENDEGE.
Effective date: September 5, 2026
1.1. These Standard Sales and Delivery Terms ("Terms") apply to the quotation, order, sale, and delivery of products, equipment, parts, accessories, software, and related services ("Products") offered by ENDEGE Endüstriyel Hareket Sistemleri A.Ş. ("ENDEGE") to individual or corporate customers ("Buyer").
1.2. These Terms are primarily prepared for Buyers acting for commercial or professional purposes. In transactions where the Buyer acts as a consumer, the provisions of Law No. 6502 on the Protection of Consumers (Tüketicinin Korunması Hakkında Kanun) and other applicable mandatory legislation shall apply first.
1.3. Unless expressly accepted in writing by ENDEGE, any different or additional general purchasing terms contained in the Buyer's purchase order, contract, portal, or other document shall not be binding on ENDEGE.
1.4. If these Terms are provided or made accessible to the Buyer by ENDEGE before the contract is formed, and the Buyer accepts the quotation or order, places an order, accepts the pro forma invoice, or makes a payment, these Terms become part of the commercial relationship between the parties.
1.5. Unless otherwise expressly agreed in writing between the parties, Incoterms® 2020 rules shall serve as the basis for interpreting delivery terms.
2.1. In the event of a conflict between documents relating to the same order, the following order of precedence shall apply unless expressly stated otherwise:
2.2. Verbal statements by ENDEGE personnel are only considered binding if confirmed in writing by ENDEGE.
3.1. Quotations issued by ENDEGE are valid for 15 days from the date of issue, unless otherwise stated on the quotation.
3.2. Quotations are prepared on the basis of the stated quantity, technical specifications, delivery time, exchange rate, supply conditions, and other commercial assumptions.
3.3. If the quotation period expires, or if the exchange rate, manufacturer price, freight, customs cost, tax, or other supply costs change, ENDEGE reserves the right to issue a new price.
3.4. The technical information contained in quotations is prepared based on the application and operating conditions provided to ENDEGE by the Buyer.
4.1. The placement of an order by the Buyer alone does not create a sales obligation for ENDEGE.
4.2. An order becomes final upon ENDEGE issuing a written order confirmation or upon ENDEGE accepting payment relating to the order.
4.3. If ENDEGE's order confirmation differs from the Buyer's order, the Buyer must notify the discrepancy in writing without delay and before the production or supply process for the products begins.
4.4. Changes to or cancellation of finalized orders are only possible with ENDEGE's written consent.
5.1. Products that are manufactured specifically for the Buyer, imported on a made-to-order basis, have had their technical specifications modified, are programmed, labeled, branded, have customized cable length or connections, or do not qualify as standard stock products ("Custom Order Products") may not be cancelled or returned without ENDEGE's written consent.
5.2. If ENDEGE agrees to accept the cancellation or modification of an order, the amounts paid or payable to the manufacturer, supplier, logistics company, or other third parties as a result of the cancellation or modification, together with the reasonable production, supply, logistics, customs, storage, and similar expenses incurred by ENDEGE, may be charged to the Buyer.
5.3. For Custom Order Products whose production has started or for which a firm order has been placed with the manufacturer, ENDEGE may request payment of the full order amount or the costs actually incurred.
6.1. Unless expressly stated otherwise, prices do not include VAT.
6.2. Shipping, insurance, installation, commissioning, training, customs clearance, special packaging, and similar costs not expressly stated as included in the quotation are charged separately.
6.3. Taxes, duties, fees, funds, additional financial obligations, surveillance measures, anti-dumping measures, or similar publicly imposed costs that come into effect or change after the sale date may be charged to the Buyer to the extent their application to the relevant order is mandatory.
7.1. Unless otherwise expressly stated in the quotation, pro forma invoice, or order confirmation, sales are made on a prepayment basis.
7.2. Payment is deemed to have been made on the date it is received in full in ENDEGE's relevant bank account.
7.3. If ENDEGE accepts payment in Turkish Lira for a sale denominated in foreign currency, the applicable exchange rate is stated in the quotation or pro forma invoice. Unless otherwise stated, the relevant CBRT (Central Bank of the Republic of Türkiye) foreign exchange selling rate on the payment date may be used as the basis.
7.4. Bank charges, transfer fees, and other expenses arising from payment are borne by the Buyer unless otherwise agreed in writing.
7.5. For commercial debts not paid by their due date, ENDEGE is entitled to claim commercial default interest recoverable under applicable legislation, as well as reasonable expenses incurred for collection.
7.6. If the Buyer has an overdue debt, ENDEGE has the right to:
7.7. Any claim by the Buyer arising from another order or legal relationship does not automatically eliminate a due and undisputed payment obligation, unless expressly accepted in writing by ENDEGE.
8.1. Unless otherwise stated in the quotation or order confirmation, deliveries are made on an EXW – delivery point at Istanbul/Avcılar as specified in ENDEGE's order confirmation (Incoterms® 2020) basis.
8.2. The transfer of risk from ENDEGE to the Buyer is determined according to the agreed Incoterms® delivery term.
8.3. ENDEGE is not responsible for damage, loss, or delays arising from the activities of a carrier selected by the Buyer or used on the Buyer's behalf, except for cases arising from ENDEGE's own fault.
8.4. The organization of transportation by ENDEGE on behalf of the Buyer does not mean that ENDEGE assumes the role of carrier.
8.5. Partial delivery is permitted.
9.1. Delivery times given in quotations and order confirmations are estimated periods unless expressly stated as a "firm delivery date."
9.2. Manufacturer deliveries, international transportation, port congestion, customs procedures, raw material or component supply, and other developments beyond ENDEGE's reasonable control may affect delivery times.
9.3. In the event of a delivery delay, ENDEGE will notify the Buyer as soon as possible and provide a new estimated delivery date.
9.4. If a delay arises from a cause beyond ENDEGE's reasonable control, the Buyer may not claim production loss, loss of profit, or other indirect damages from ENDEGE solely due to the delay.
10.1. Products reported as ready for delivery must be collected by the Buyer at the agreed time.
10.2. If the Buyer delays collection, the Products may be stored by ENDEGE in a suitable location at the Buyer's expense and risk.
10.3. Reasonable storage, handling, insurance, re-shipment, and similar costs incurred as a result may be charged to the Buyer.
11.1. In commercial sales, the Buyer is obliged to inspect the Products for quantity, product code, external appearance, packaging, and visible damage as soon as they are received.
11.2. In commercial sales where a defect is clearly apparent upon delivery, the Buyer must notify ENDEGE in writing within two days of the delivery date.
11.3. In commercial sales where a defect is not clearly apparent but can be detected through a normal inspection, the Buyer must inspect or have the Product inspected within eight days of receipt and notify ENDEGE in writing of any defect detected within the same period.
11.4. For hidden defects that cannot be detected through a normal inspection, the provisions of applicable legislation apply, and the defect must be notified to ENDEGE without delay once discovered.
11.5. In the case of visible damage occurring during transport, the Buyer must have a damage report prepared with the carrier upon delivery and forward the relevant documents to ENDEGE.
11.6. The periods set out in this article do not limit the statutory rights of consumers in consumer transactions.
12.1. In commercial sales, and without prejudice to statutory rights relating to defective products, the return of a Product is not accepted without ENDEGE's prior written consent.
12.2. For returns accepted by ENDEGE for commercial reasons, the Product may be required to be unused, not installed, unaltered, in its original packaging, and in a condition suitable for resale.
12.3. Custom Order Products may not be returned unless there is a defect or another reason accepted in writing by ENDEGE.
13.1. ENDEGE may provide the Buyer with product selection support based on force, stroke, speed, duty cycle, mounting dimensions, protection class, control system, and other technical criteria.
13.2. The accuracy of this support depends on the accuracy of the information and operating conditions provided to ENDEGE by the Buyer.
13.3. The Buyer is obliged to provide complete information on load, force direction, stroke, speed, duty cycle, temperature, humidity, vibration, impact, IP protection, mounting geometry, power supply, safety requirements, and all other application conditions.
13.4. The recommendation of a product by ENDEGE does not mean that ENDEGE assumes design responsibility for the final machine or system.
13.5. Unless separately and expressly undertaken by ENDEGE through an engineering agreement, the final system design, risk assessment, and verification of the system's fitness for its intended use are the responsibility of the Buyer.
14.1. If the Product is to be used in a new application, it is essential that the Buyer carry out the necessary sample, prototype, durability, load, safety, and lifetime tests before proceeding to series production.
14.2. Unless otherwise notified in writing, the Buyer testing a sample or prototype Product and then placing a series order may be taken into account in assessing that the tested technical configuration is accepted for the Buyer's application.
14.3. ENDEGE is not liable for non-conformities arising from subsequent changes to application conditions, unless caused by its own fault.
15.1. The binding technical specifications for a Product are primarily those stated in ENDEGE's quotation, order confirmation, and the relevant manufacturer's current technical data sheet.
15.2. The website, catalog, brochure, presentation, images, photographs, and similar materials are for general information purposes and do not, on their own, constitute a specific performance guarantee.
15.3. ENDEGE and/or the manufacturer may make production improvements or technical changes, provided that the explicitly agreed core function and performance of the Product are not materially altered.
16.1. ENDEGE fulfills the mandatory product safety, importer, or distributor obligations arising from its own capacity within the framework of applicable legislation.
16.2. When a Product sold as a component is integrated into another machine, furniture, medical equipment, or system, ensuring the final product's conformity with applicable legislation, carrying out the risk assessment, and completing the necessary final system certifications or conformity procedures are the responsibility of the Buyer; ENDEGE's own statutory obligations remain reserved.
16.3. The Product may not be used outside the intended purpose or certification scope specified in its technical documentation.
16.4. Use in aircraft, nuclear applications, explosive environments, direct life-support functions, or similar safety-critical applications is only possible if the relevant Product has been appropriately certified for that purpose and this has been confirmed in writing by ENDEGE.
17.1. If applicable, the commercial warranty period and conditions for Products are specified in the relevant quotation, order confirmation, product documentation, or manufacturer warranty terms.
17.2. The commercial warranty does not replace rights arising from applicable mandatory legislation that cannot be waived by contract.
17.3. In the case of a warranty or defect claim, the Buyer must provide ENDEGE with the following information:
17.4. As a general rule, products should not be returned without a written return/authorization number or written instruction from ENDEGE.
17.5. If, following inspection of the Product, a manufacturing or material defect covered by the warranty is identified, ENDEGE may arrange for the Product to be repaired, replaced, or resolved through another suitable remedy in accordance with the applicable warranty terms.
17.6. If the inspection finds that the Product has no defect covered by the warranty, the reasonable costs of inspection, testing, transportation, and similar expenses may be charged to the Buyer.
17.7. The following situations may be considered outside the scope of the commercial warranty:
17.8. Cases of gross negligence by ENDEGE, or other situations in which liability cannot be limited by law, remain reserved.
18.1. Unless otherwise agreed in writing, the removal of Products supplied by ENDEGE from the Buyer's machine or system, reinstallation, on-site replacement, and travel, accommodation, crane, equipment, labor, or production-line downtime costs are not included in the product price or the commercial warranty coverage.
18.2. Mandatory statutory provisions relating to costs that ENDEGE is legally required to bear remain reserved.
19.1. The intellectual property rights in drawings, 3D models, software, product images, technical documents, designs, circuit diagrams, and other materials provided by ENDEGE or the manufacturers it represents belong to the relevant rights holder.
19.2. These materials may not be copied, used for reverse engineering or product duplication purposes, or provided to third parties for such purposes without the written consent of the relevant rights holder.
19.3. The Buyer is responsible for ensuring that any technical drawings, designs, trademarks, or other materials provided to ENDEGE do not infringe the intellectual property rights of third parties.
20.1. For Products containing embedded software or a programmable electronic system, the intellectual property rights in the software belong to the relevant manufacturer or licensor.
20.2. The right of use granted to the Buyer is limited to the Product's intended purpose of use.
20.3. Access to source code, reverse engineering, software copying, or unauthorized modification may only be carried out with the express written permission of the rights holder.
20.4. Malfunctions resulting from the failure to apply mandatory or security-related software updates released by the manufacturer may be taken into account in the warranty assessment, depending on the circumstances of the case.
21.1. To the extent permitted by applicable mandatory legislation, ENDEGE is not liable for production loss, loss of use, business loss, loss of profit, loss of contract, data loss, loss of reputation, and similar indirect or consequential damages.
21.2. ENDEGE's total contractual liability arising from an order under these Terms is limited to the net product price invoiced to the Buyer for the Products giving rise to the dispute, unless a higher or non-limitable liability is provided for by law.
21.3. These limitations of liability do not apply with respect to:
22.1. Natural disaster, fire, war, terrorism, epidemic, pandemic, strike, lockout, power outage, port closure, disruption of customs procedures, transportation disruption, embargo, export or import restrictions, decisions of public authorities, severe shortages of raw materials or components, delivery disruptions by subcontractors or manufacturers not caused by ENDEGE's fault, and similar events occurring beyond ENDEGE's reasonable control shall be considered force majeure.
22.2. Obligations affected by force majeure are suspended for its duration, and the delivery time is extended in proportion to the impact of the event.
22.3. If force majeure continues for an extended period and it ceases to be commercially reasonable to perform the order, the parties may discuss the cancellation of the affected part of the order. Costs irrevocably incurred by ENDEGE toward third parties remain reserved.
23.1. The Buyer is obliged to comply with applicable export control and economic sanctions regulations relating to the sale, transfer, export, re-export, and end use of the Products.
23.2. If ENDEGE has reasonable suspicion that a transaction may constitute a violation of applicable export control, sanctions, or other mandatory legislation, it may request the necessary information and documents, temporarily suspend the order, or cancel it where required by law.
24.1. The parties shall keep confidential any pricing, discount, project information, customer information, drawings, software, samples, technical information, and similar information learned within the scope of the commercial relationship that can be understood to be confidential by its nature.
24.2. To the extent necessary for the execution of the order, ENDEGE may share information with its manufacturers, suppliers, logistics service providers, consultants, and other service providers.
24.3. Information required to be disclosed by law, a court, or an authorized public authority is excluded from this provision.
25.1. ENDEGE processes the personal data necessary for carrying out quotation, order, sales, delivery, accounting, logistics, and after-sales processes within the framework of applicable personal data protection legislation.
25.2. Details regarding the processing of personal data are set out in ENDEGE's current Privacy Notice and related policies.
26.1. Quotations, orders, order confirmations, technical approvals, complaints, and other commercial notices may be sent via the email addresses provided by the parties.
26.2. The parties are obliged to notify each other of any changes to their contact information.
26.3. Where a specific form of notice is legally required, the provisions of the relevant legislation shall apply.
27.1. The full or partial invalidity or unenforceability of any provision of these Terms does not affect the validity of the remaining provisions.
27.2. Where legally possible, a valid provision closest to the parties' commercial purpose shall apply in place of the invalid or unenforceable provision.
ENDEGE's failure to exercise, or delay in exercising, any right in a particular instance does not constitute a waiver of that right or of the exercise of the same right in the future.
29.1. These Terms and the commercial relationship between the parties are governed by the laws of the Republic of Türkiye.
29.2. If the Buyer is a merchant or a public legal entity, and without prejudice to cases where exclusive jurisdiction is mandated by law, the courts and enforcement offices of Istanbul shall have jurisdiction over any disputes arising from these Terms and the commercial relationship between the parties.
29.3. For persons or consumers for whom a jurisdiction agreement cannot be legally established, applicable mandatory jurisdiction provisions shall apply.
29.4. Provisions of applicable legislation regarding mandatory mediation as a condition for filing a lawsuit, or other mandatory dispute resolution methods, remain reserved.
30.1. These Standard Sales and Delivery Terms enter into force as of September 5, 2026.
30.2. ENDEGE may amend these Terms for future transactions. Unless otherwise agreed in writing by the parties, the Terms in effect on the date an order becomes final shall apply to that order.
30.3. Subsequent amendments to these Terms shall not be applied retroactively to orders that have already become final.
