General Conditions for Procurement of Goods and Services

GENERAL

1. PURPOSE AND SCOPE

1.1

This document regulates the relationship between the companies belonging to the BATEL GROUP (hereinafter referred to as “BATEL”) and its CUSTOMERS for goods and services (hereinafter referred to as “CUSTOMER”). It applies to the supplies (hereinafter referred to as “SUPPLY”) to be carried out by BATEL's respective facilities and agents. However, if the BATEL unit responsible for the SUPPLY has local GENERAL CONDITIONS, then the local GENERAL CONDITIONS take precedence.

1.2

These GENERAL TERMS regulate the supply of goods and the provision of services carried out by BATEL and the terms set out herein shall be deemed to be conditions of the SUPPLY.

1.3

If there is a Contract between the Parties relating to a particular SUPPLY, the provisions of the Contract shall prevail in the event of a conflict between such Contract and the documents listed in the following clauses.

1.4

The provisions contained in these GENERAL TERMS FOR THE SUPPLY OF GOODS AND SERVICES, the BATEL TECHNICAL/COMMERCIAL OFFER, the OPERATION, INSTALLATION AND MAINTENANCE GUIDELINES, the BATEL WARRANTY TERMS and the CUSTOMER TECHNICAL SPECIFICATIONS (if any) shall apply to the relationship between the parties in relation to the SUPPLY. In the event of a conflict between the provisions in these documents, the aforementioned shall prevail in the order indicated. The acceptance by the CUSTOMER of an offer from BATEL for the realization of the SUPPLY implies full acceptance of all of these terms. However, even if the offer has not been formally accepted within the specified period, the commencement of the SUPPLY constitutes the CUSTOMER's acceptance of these GENERAL TERMS.

1.5

The transmission of a purchase order or equivalent document by the CUSTOMER to BATEL constitutes the CUSTOMER's acceptance of all the terms and conditions of these GENERAL TERMS and of the relevant OFFER. In the event that a purchase order issued by the CUSTOMER contains provisions in conflict with these GENERAL TERMS and BATEL's offer, these GENERAL TERMS and BATEL's offer shall prevail. Purchase orders or equivalent documents submitted by the CUSTOMER to BATEL shall only be valid if expressly accepted; implied acceptance by way of limitation is prohibited.

1.6

The relationship between the parties shall be governed by the principles of good faith and reasonableness. By entering into the SUPPLY contract, the CUSTOMER declares that it is subject to this document, that it is aware of and fully agrees with all the terms and conditions set out herein, and that it has the technical, financial and legal competence necessary to enter into a contract.

2. BATEL'S OBLIGATIONS

2.1

To fully comply with all technical specifications and commercial conditions of the goods and services provided.

2.2

provide a technical warranty in accordance with the provisions set out in these GENERAL TERMS and the SUPPLIER-specific warranty conditions contained in the documents referred to in clauses 1.3 and 1.4 above.

2.3

To deliver the goods within the scope of the SUPPLY, packaged, identified and packaged in accordance with the standards in force or in accordance with the special conditions arising from their technical characteristics and dimensions. If the nature of the goods or logistical requirements require this, action shall be taken accordingly. Unless otherwise specified in the documents relating to the SUPPLY, deliveries shall be deemed to have been made under the terms of Ex-Works (EXW) Incoterms® (2020) in relation to the facility where the SUPPLY will be made.

2.4

To evaluate the change requests within the scope of the SUPPLY submitted by the CUSTOMER, to provide information about the applicability and to notify the additional costs arising therefrom and changes in delivery times.

2.5

BATEL is only responsible for compliance with the technical standards expressly stated in the BATEL OFFER and with the technical standards formally requested by the CLIENT and accepted by BATEL.

3. OBLIGATIONS OF THE CUSTOMER

3.1

To pay the agreed prices for the SUPPLY within the specified periods; to bear all the consequences of default, without prejudice to BATEL's right to suspend the terms and obligations in case of delay in payment until the payments are made in full by the CUSTOMER.

3.1.1

The aforementioned conditions are supplementary without prejudice to the other consequences provided for in these GENERAL TERMS or in the documents referred to in clause 1.4.

3.2

Comply with all deadlines and technical requirements for which it is responsible, as well as obtain all legal authorizations (in particular environmental or tax-related ones) necessary for the performance of the SUPPLY.

3.3

If it is agreed that BATEL will be responsible for the assembly of the SUPPLY, the CUSTOMER shall provide all logistical equipment necessary for the assembly to be carried out on its premises, ensure that they meet the required technical specifications in terms of layout, support point, facility dimensions, conditions suitable for the volume and weight of the equipment and provide all conditions necessary for the SUPPLY to access the delivery point.

3.4

In the event that the CUSTOMER's facilities are not available to receive the SUPPLY on the originally agreed delivery date, the parties shall agree on an alternative for temporary storage until such time as the facilities are available to accept the SUPPLY and all costs and expenses resulting from the delay shall be borne entirely by the CUSTOMER. This shall be without prejudice to renegotiation of the terms originally agreed by the parties.

3.5

In the event that the initially determined delivery date of the SUPPLY is postponed unilaterally upon the request of the CUSTOMER or for other reasons (such as, but not limited to, missing documents, public licenses or logistical problems caused by third parties or the CUSTOMER), BATEL shall have the right to invoice the CUSTOMER at market prices for storage, transportation, insurance and maintenance expenses arising from the SUPPLY remaining in its own facilities or third party warehouses for a longer period than originally agreed. Coverage of these costs shall be without prejudice to the planned payments determined between the parties when the SUPPLY contract is made and is intended to protect the economic balance between the parties.

3.6

1.3 or 1.4; these events shall be deemed to have been completed for collection purposes upon prior notification by BATEL and such notification shall allow the invoicing of the relevant installment or balance. However, this does not exempt BATEL from the responsibility to take all necessary measures to ensure that the SUPPLY complies with the parameters set out in the contract.

3.7

1.3 and 1.4 or to follow the rehearsals and tests to be carried out at the dates and places notified in advance by BATEL; the absence of the CUSTOMER's representatives during such rehearsals and tests shall constitute an implied acceptance of these results as soon as the results are notified by BATEL.

3.8

In any case, it is the sole responsibility of the CUSTOMER to obtain the licenses and/or public permits required to be issued on behalf of the CUSTOMER.

3.9

The CUSTOMER is obliged to (i) ensure that all special conditions and specific requirements are specified in the CUSTOMER's technical specifications and/or clearly communicated in writing when requesting a quotation from BATEL; and (ii) ensure that the CUSTOMER's technical specifications are accurate and complete. Any error, omission or negligence in the technical specifications shall be the responsibility of the CUSTOMER

4. OBLIGATIONS OF THE PARTIES

4.1

Each party is obliged to pay any taxes due to it by law in connection with the SUPPLY.

4.2

Each party shall defend the other party against any employment lawsuits that may be brought by its own employees and/or third parties from whom it procures services and shall bear the proven costs incurred by the other party for its defense.

4.3

Given the bilateral nature of the works agreed between the parties; delays in the payment schedule, delays in the transmission of technical data or delays in the supply of items under the CUSTOMER's responsibility, delays in previous works under the CUSTOMER's responsibility (structural elements for equipment, pedestals, platforms, civil works or other elements of the installation site), requests for modification of the SUPPLY (subject to BATEL's evaluation and approval), the CUSTOMER, its representatives, in the event of any event preventing or hindering the orderly execution of the SUPPLY by its employees and/or any third party, delays arising through no fault of BATEL and force majeure and unforeseen events (including but not limited to), it is agreed that the work programs undertaken by BATEL may be suspended and/or modified at BATEL's sole discretion, without any additional cost or penalty and without the need for any formal notification or correspondence.

5. WARRANTIES

5.1

The warranty conditions contained in this document are complemented by the special conditions contained in the BATEL Technical/Commercial Proposal (if any), which sets out the special conditions for each SUPPLY.

5.2

The warranty period for the SUPPLY is the period specified in the BATEL Technical/Commercial Proposal (if applicable).

5.3

The parties agree that the legally guaranteed warranty period is included in BATEL's warranty terms and that these periods cannot be added together.

5.4

In order to benefit from the SUPPLY guarantee, the CUSTOMER must comply with the conditions specified in BATEL's technical documentation, in particular those contained in the Product Operation and Maintenance Manual.

5.5

Equipment, components, parts and materials with a lifetime shorter than the agreed warranty period are not covered by the warranty.

5.6

The warranty is given as stipulated in this document and in the BATEL Terms of Warranty.

5.7

Services provided under the warranty do not extend the warranty period of the SUPPLIER.

5.8

In the event that the CUSTOMER fails to fulfill any of its obligations, including price payment, the SUPPLY guarantee shall be negatively affected.

5.9

Mechanical or electrical problems caused by improper or careless use, operation and/or installation of the equipment, lack of preventive maintenance, external factors or equipment and components not supplied by BATEL are not covered by the warranty.

5.10

The warranty does not apply if the CUSTOMER modifies the equipment on his own initiative, without prior written authorization from BATEL.

5.11

Parts and/or components considered to be wear parts by their nature are not covered by the warranty. Furthermore, failures and/or problems caused by force majeure or other causes not attributable to BATEL (including but not limited to: improper storage and handling, operation and/or maintenance contrary to the instructions given, accidents, defects related to construction works, equipment and/or components not included in BATEL's SUPPLY, chemical, electrochemical, atmospheric or electrical influences) are also not covered by the warranty.

5.12

BATEL shall not be liable for warranty obligations in the event that the CUSTOMER provides incorrect or inaccurate data or fails to provide data and/or information to BATEL.

6. ECONOMIC BALANCE

6.1

The price of the SUPPLY will be reviewed in cases of situations that create an excessive burden for each party, such as changes in tax legislation that create or change tax or other legal obligations, and in cases of deterioration of the economic/financial balance, as well as other economic measures that imbalance the relationship between the parties regarding the SUPPLY.

7. LEGAL LIABILITY AND PENALTIES

7.1

The CUSTOMER is not liable for any material or bodily damages suffered by BATEL personnel or third parties during the performance of the SUPPLY and not caused by the CUSTOMER. BATEL is only liable for damages caused by its own fault and caused to the CUSTOMER in accordance with the other provisions of these GENERAL TERMS.

7.2

The CUSTOMER declares to BATEL that the implementation, operation and operation of the SUPPLY shall be carried out in accordance with the best available practices and techniques.

7.3

In the event that the SUPPLY suddenly stops or loses performance due to malfunction or the need for maintenance/replacement, the CUSTOMER shall take measures and precautions to reduce, eliminate or neutralize the effects of this event.

7.4

Taraflar, BATEL’e uygulanacak toplam tazminat ve cezaların, ayrı ayrı veya toplam olarak, TEDARİK bedelinin en fazla %10’u (yüzde on) ile sınırlı olacağını, ayrıca uygulanabilecek cezaların tazmin edici ve ibra edici nitelikte olacağını, MÜŞTERİ’nin başka hiçbir mali tazminat talebinde bulunamayacağını kabul eder.

7.5

Compensations received by the CUSTOMER within the scope of insurance in the events related to the SUPPLY shall be deducted from the maximum compensation amount specified in the previous article in calculating the amount of compensation to be paid.

7.6

Under no circumstances shall BATEL be liable to reimburse the CUSTOMER, its successors, customers, agents, managers, directors, shareholders or employees for lost profits, indirect or consequential damages (e.g. loss of income, loss of production, cost of capital), even if such damages are proven.

7.7

BATEL's liability is limited to the scope of the SUPPLY. In projects involving third parties providing services to the CUSTOMER (e.g. consortia, large construction projects, etc.), there is no joint liability between BATEL and third parties with whom the CUSTOMER has directly or indirectly contracted. BATEL is exempt from any liability for all interfaces between the SUPPLY and other supplies, assemblies and/or CUSTOMER's equipment.

7.8

BATEL shall not be liable for any damages resulting from inappropriate physical space provided by the CUSTOMER for the place where the SUPPLY is to be made, or from the storage or protection of the SUPPLY on the premises of the CUSTOMER or third parties. Furthermore, the CUSTOMER is responsible for providing the necessary transportation conditions for the delivery of the SUPPLY to the agreed delivery location via public or private roads; if the roads do not have suitable traffic conditions for the SUPPLY, it is the CUSTOMER's obligation to provide the necessary access conditions.

7.9

The Parties agree that the limitations of liability and other conditions set forth in this clause are fundamental and material to the determination of the SUPPLY price. They shall therefore prevail over any provision to the contrary.

8. RETENTION OF TITLE, TRANSFER OF RISK AND OWNERSHIP

8.1

In case the payments related to the SUPPLY are made in installments or after the delivery date,

The record of reserving the ownership in favor of BATEL will be processed and this situation will end with the full payment of the price by the CUSTOMER.

8.2

Except where the SUPPLY consists solely of the provision of services, the transfer of risk to the CUSTOMER takes place in accordance with the provisions of the relevant INCOTERM® or, in the absence of such provisions, at the time of delivery of the SUPPLY at the BATEL facility.

8.3

Unless otherwise provided in other documents relating to the Work, the transfer of ownership shall take place after the CUSTOMER has paid in full the price agreed upon in the BID and upon delivery of the SUPPLY or as otherwise specified in the BID

9. INTELLECTUAL PROPERTY

9.1

Nothing in these GENERAL TERMS shall, under any circumstances, be construed as a transfer, assignment, grant and/or license of BATEL's intellectual property rights to the CUSTOMER in any manner and for any reason whatsoever.

9.2

Any licensing (including software) or other transactions involving intellectual property rights are always governed by contracts, terms of use or special agreements.

9.3

Software licenses or licenses to use cloud computing services are NOT PART OF THE SUPPLY and must always be contracted independently, subject to their own terms and conditions. This also applies if a product under a particular SUPPLY contains software or interacts with software or cloud services provided or made available by BATEL.

9.4

The infringement of BATEL's intellectual property rights leads to the application of the civil and criminal sanctions provided for in the legislation in force. This is without prejudice to BATEL's right to claim compensation for any damages and losses.

10. PROTECTION OF PERSONAL DATA

10.1

Where the SUPPLY requires the processing of personal data, the Parties are obliged to comply with the legislation or regulatory standards on the protection of personal data that are in force or will enter into force later. The Parties must provide adequate technical and organizational security measures to protect the data against accidental or unlawful destruction, accidental loss, alteration, disclosure, unauthorized access and all other forms of unlawful processing.

10.2

Any breach of security that may occur during the processing of personal data in connection with the SUPPLY must be immediately notified to the other party as soon as the incident is noticed.

10.3

During the activities involving the sharing of personal data, the CUSTOMER, when transferring personal data to BATEL, declares that it has obtained and processed such data in accordance with the law and legitimately and that it has a valid legal basis for making this transfer.

10.4

BATEL is not obliged to share personal data with the CUSTOMER unless there is a legal basis to support the personal data sharing activity.

11. FORCE MAJEURE

11.1

Parties cannot be held liable if they cannot fulfill their obligations due to force majeure or an unexpected event. However, the party claiming this situation must prove the event in question.

11.2

The CUSTOMER declares that he/she knows and accepts that he/she cannot, under any circumstances, claim an unforeseen event or force majeure in order to eliminate or limit his/her obligation to pay the price of the SUPPLY in the specified terms and forms.

12. TERMINATION, RENEWAL AND TRANSFER

12.1

The SUPPLY may be terminated if either Party is demonstrably damaged as a result of a breach by the other Party of the provisions contained in these GENERAL TERMS and/or in the documents referred to in sub-clause 1.4. For this purpose, the injured party must send the breaching party a written notice of default and allow 20 (twenty) business days to remedy the breach.

12.2

Diğer uygulanabilir durumlara halel gelmeksizin, MÜŞTERİ’nin ödemeyi 30 (otuz) gün veya daha uzun süre geciktirmesi hâlinde, BATEL, MÜŞTERİ’ye yazılı bildirimde bulunarak TEDARİK’i feshedebilir. Bu durumda MÜŞTERİ, TEDARİK bedelinin %10’una (yüzde on) eşit fesih cezası ile gerekli olması hâlinde oluşacak yasal vekâlet ücretleri ve mahkeme masraflarını karşılamakla yükümlüdür.

12.3

In the event of any termination (including force majeure), the Parties shall mutually settle their accounts, taking into account the contractual portion of the goods provided and services rendered and the costs incurred due to termination. If there is any amount owed to one of the Parties, this amount shall be paid on the date of termination. BATEL shall be entitled to set off its receivables from the CUSTOMER.

12.4

The Parties' tolerance of any breach of these GENERAL TERMS or the documents referred to in sub-clause 1.4 shall not constitute a renewal or modification of such provisions.

12.5

The transfer of the SUPPLY, in whole or in part, may be effected by BATEL or the CUSTOMER only by a formal agreement between the Parties. Without prejudice to the provisions of this article, the CUSTOMER authorizes in advance BATEL to transfer its rights and obligations relating to the SUPPLY to companies belonging to BATEL's economic group.

13. PRIVACY

13.1

The parties undertake to keep confidential all technical and commercial details, know-how, industrial process data and other information belonging to each other and to which they may have access.

13.2

The CUSTOMER undertakes not to mention BATEL's name, publish photographs or publicity related to the SUPPLY without BATEL's express and written consent.

14. EXPORT CONTROL

14.1

The CUSTOMER is obliged to comply with all applicable laws, regulations, orders, embargoes and other relevant export restrictions in order to obtain all necessary export licenses. Upon BATEL's written request, the CUSTOMER shall provide BATEL with all information and data proving compliance with all foreign trade regulations applicable to the SUPPLY.

14.2

It is the sole responsibility of the CUSTOMER to comply with the foreign trade regulations applicable to the SUPPLY, for example the number on the export control list and the classification number according to the United States Trade Control List.

15. ANTI-CORRUPTION PRACTICES AND COMPLIANCE WITH APPLICABLE LEGISLATION

15.1

The parties declare that the commercial negotiations that resulted in the conclusion of the SUPPLY were carried out under ordinary market conditions and practices and in good faith. They also declare that no one of the parties or persons participating in the negotiations has obtained any personal benefit, including bribes, commissions, donations, etc.

15.2

If either party learns of any personal benefit (as described above) in this transaction, even after the SUPPLY has been completed, it is obliged to inform the other party immediately so that appropriate investigation can take place.

15.3

The CUSTOMER, on its own behalf, on behalf of its affiliates and/or representatives, represents and warrants that: (i) it has complied and will continue to comply with applicable anti-corruption laws and regulations during the term of the SUPPLY and is not involved in any act of corruption, whether through public officials, public companies, private companies or political parties, (ii) it has not engaged and will not engage in money laundering, terrorism or activities that violate universal human rights, (iii) it complies with domestic and international economic embargo and sanctions regulations (“ECONOMIC SANCTIONS”) and is not subject to ECONOMIC SANCTIONS restricting the current SUPPLY.

15.3.1

Any breach of any of the above statements by the CUSTOMER constitutes just cause for BATEL to immediately terminate the SUPPLY, without prejudice to any damages that may be claimed, including damages to its image.

15.4

The CUSTOMER acknowledges that the SUPPLY is subject to compliance with the applicable laws, rules and regulations regarding ECONOMIC SANCTIONS. BATEL's refusal to fulfill its obligations to the CUSTOMER due to economic sanctions shall not be considered as default.

16. FINAL PROVISIONS

16.1

If specific insurance coverage is available for the SUPPLY, the CUSTOMER undertakes to use the utmost efforts and techniques to ensure that the goods covered by the insurance are directly or indirectly operated and stored in compliance with the norms (in particular the technical advice provided by BATEL). Any damage will be subject to the determination of liability.

16.2

If any provision hereof is repealed by law or judicial decision, the remaining provisions shall remain in full force and effect.

16.3

In case of damage to the goods covered by the insurance, the CUSTOMER undertakes to inform BATEL within 3 (three) days at the latest in order not to lose its right to compensation.

16.4

Any document relating to the SUPPLY, including those listed in sub-clauses 1.3 and 1.4, may be signed electronically using legally valid signature platforms. In the event that documents are signed electronically, the Parties acknowledge that the electronic means used for signing are reliable and accept and accept the method proving the ownership and integrity of the signature as valid.

16.5

The relationship between the parties and the competent jurisdiction for the settlement of disputes shall be determined in accordance with the legislation in force in the place where the BATEL unit responsible for SUPPLY is located.

16.6

The CUSTOMER agrees that he/she has had the opportunity to review these GENERAL TERMS, to obtain legal support/consultancy if necessary and to present his/her views, if any; any deviation shall only be valid with a special written document signed by the Parties.

August 2025 - Revision 1