General Conditions for Procurement of Goods and Services

GENERAL

1. PURPOSE AND SCOPE

1.1

These General Conditions govern the relationship between companies within the BATEL Group (hereinafter referred to as “BATEL”) and their customers (hereinafter referred to as the “CUSTOMER”) in connection with the supply of goods and services (hereinafter referred to as the “SUPPLY”). These conditions apply to all supplies performed by BATEL’s facilities, subsidiaries and authorized representatives. Where a BATEL entity responsible for the SUPPLY has local General Conditions in place, such local conditions shall prevail.

1.2

These General Conditions govern the supply of goods and the provision of services by BATEL and shall form an integral part of the SUPPLY.

1.3

Where a separate agreement exists between the Parties relating to a specific SUPPLY, the provisions of such agreement shall prevail in the event of any inconsistency between that agreement and the documents referred to in the following clauses.

1.4

The relationship between the Parties in connection with the SUPPLY shall be governed by the following documents:
• These General Conditions for the Procurement of Goods and Services;
• BATEL Technical and Commercial Offer;
• Operation, Installation and Maintenance Manuals;
• BATEL Warranty Terms and Conditions;
• Customer Technical Specifications (where applicable).
In the event of any conflict between these documents, the order of precedence shall be as listed above.
The CUSTOMER’s acceptance of a BATEL offer shall constitute full acceptance of all applicable terms and conditions contained in these documents. Even where a formal acceptance has not been provided within the validity period of the offer, the commencement of the SUPPLY shall be deemed acceptance of these General Conditions.

1.5

The submission by the CUSTOMER of a purchase order or any equivalent document shall constitute acceptance of these General Conditions and the relevant BATEL offer in their entirety. Should any purchase order or equivalent document issued by the CUSTOMER contain provisions that conflict with these General Conditions or the BATEL offer, these General Conditions and the BATEL offer shall prevail. Purchase orders or equivalent documents submitted by the CUSTOMER shall become binding only upon BATEL’s express acceptance. Implied acceptance shall not apply.

1.6

The relationship between the Parties shall be governed by the principles of good faith, fairness and reasonableness. By entering into a contract for the SUPPLY, the CUSTOMER acknowledges that it has read, understood and accepted these General Conditions in full and confirms that it possesses the legal, financial and technical capacity required to enter into such contractual relationship.

2. BATEL'S OBLIGATIONS

2.1

To ensure that all goods and services supplied fully comply with the technical specifications, performance requirements and commercial conditions set out in the relevant SUPPLY documentation.

2.2

To provide warranty coverage in accordance with these General Conditions and the applicable BATEL Warranty Terms referenced in Clauses 1.3 and 1.4.

2.3

To deliver the goods included within the scope of the SUPPLY properly packaged, marked and protected in accordance with applicable standards and any specific requirements arising from their technical characteristics, dimensions or transportation conditions. Unless otherwise specified in the documents governing the SUPPLY, delivery shall be deemed to be made on an Ex Works (EXW) basis in accordance with Incoterms® 2020 at the BATEL facility from which the SUPPLY is dispatched.

2.4

To review change requests submitted by the CUSTOMER in connection with the SUPPLY and to inform the CUSTOMER regarding their feasibility, any resulting additional costs and any impact on delivery schedules.

2.5

BATEL shall be responsible only for compliance with the technical standards expressly stated in the BATEL Offer and any additional technical requirements formally requested by the CUSTOMER and expressly accepted by BATEL.

3. CUSTOMER OBLIGATIONS

3.1

To pay the agreed price for the SUPPLY within the payment terms specified in the relevant contract or offer. In the event of delayed payment, BATEL reserves the right to suspend its obligations and performance under the SUPPLY until all outstanding amounts have been paid in full, without prejudice to any other rights or remedies available to BATEL.

3.1.1

The provisions of this Clause are supplementary to, and shall not limit, any other remedies or consequences set forth in these General Conditions or in the documents referenced in Clause 1.4.

3.2

To comply with all deadlines, obligations and technical requirements for which the CUSTOMER is responsible, and to obtain all permits, licenses, approvals and authorizations required for the execution of the SUPPLY, including environmental, tax-related and other regulatory approvals.

3.3

Where BATEL is responsible for installation or assembly activities, the CUSTOMER shall provide all facilities, equipment, infrastructure and site conditions necessary for the proper execution of the work. This includes ensuring adequate access, structural support, dimensions, utilities, lifting equipment and any other conditions required in view of the size, weight and technical characteristics of the SUPPLY.

3.4

If the CUSTOMER’s facilities are not ready to receive the SUPPLY on the agreed delivery date, the Parties shall agree on an alternative storage arrangement until delivery can be completed. Any costs, expenses or liabilities arising from such delay shall be borne exclusively by the CUSTOMER, without prejudice to the Parties’ right to renegotiate the original delivery schedule.

3.5

Where the delivery date is postponed at the request of the CUSTOMER, or due to circumstances attributable to the CUSTOMER, including but not limited to missing documentation, permits, licenses or third-party logistical constraints, BATEL shall be entitled to charge the CUSTOMER for any resulting storage, transportation, insurance, preservation and handling costs at prevailing market rates. Such charges shall be in addition to, and shall not affect, the payment obligations agreed between the Parties under the SUPPLY contract. Their purpose is to preserve the commercial and economic balance of the agreement.

3.6

Where inspections, acceptance procedures, tests, commissioning activities or other contractual milestones are delayed due to reasons attributable to the CUSTOMER, such milestones may, upon prior notice from BATEL, be deemed completed for invoicing and payment purposes. BATEL shall nevertheless continue to take all reasonable measures necessary to ensure compliance of the SUPPLY with the contractual requirements.

3.7

The CUSTOMER shall attend inspections, factory acceptance tests, commissioning activities and other verification procedures specified in the documents referred to in Clauses 1.3 and 1.4, or otherwise notified by BATEL. If the CUSTOMER fails to attend such activities after being duly notified, the results shall be deemed accepted upon notification of the results by BATEL.

3.8

The CUSTOMER shall be solely responsible for obtaining all permits, licenses and governmental approvals required to be issued in its name in connection with the SUPPLY.

3.9

The CUSTOMER shall:

a) Ensure that all special conditions, performance requirements and project-specific expectations are clearly stated in the CUSTOMER’s technical specifications or otherwise communicated in writing when requesting a quotation from BATEL.

b) Ensure that all technical specifications, drawings, data and information provided to BATEL are accurate, complete and suitable for the intended purpose. Any error, omission, inconsistency or inaccuracy in such information shall remain the sole responsibility of the CUSTOMER.

4. OBLIGATIONS OF THE PARTIES

4.1

Each Party shall be responsible for the payment of all taxes, duties, charges and other fiscal obligations imposed on it by applicable law in connection with the SUPPLY.

4.2

Given the interdependent nature of the Parties’ obligations under the SUPPLY, BATEL shall be entitled to suspend, reschedule or revise its work program, delivery schedule or performance obligations, without liability, penalty or additional notice, in the event of any delay, disruption or circumstance affecting the execution of the SUPPLY, including but not limited to:

1. Delays in payments by the CUSTOMER;
2. Delays in the provision of technical information, approvals, documentation or decisions required from the CUSTOMER;
3. Delays in the delivery of materials, equipment or services that are the responsibility of the CUSTOMER;
4. Delays in preparatory works, civil works, foundations, platforms, structural supports or other site-related activities under the CUSTOMER’s responsibility;
5. Requests for modifications or changes to the SUPPLY, subject to BATEL’s review and approval;
6. Any act, omission or obstruction by the CUSTOMER, its employees, representatives, contractors or third parties that affects the timely execution of the SUPPLY;
7. Delays arising from causes beyond BATEL’s reasonable control, including force majeure events and unforeseen circumstances.

In such cases, BATEL shall be entitled to adjust the applicable schedule, delivery dates and performance obligations as reasonably required to reflect the impact of the relevant event.

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 provisions set out in these General Conditions shall be supplemented by any specific warranty terms contained in the applicable BATEL Technical and Commercial Offer relating to the relevant SUPPLY.

5.2

The warranty period applicable to the SUPPLY shall be the period specified in the BATEL Technical and Commercial Offer or, where applicable, in the relevant contractual documents.

5.3

The Parties acknowledge and agree that any statutory warranty rights applicable under law are deemed included within BATEL’s warranty obligations and shall not be cumulative with the warranty periods expressly granted by BATEL.

5.4

The CUSTOMER shall comply with all requirements, operating conditions and maintenance instructions specified in BATEL’s technical documentation, including the applicable Operation and Maintenance Manuals, as a condition for maintaining warranty coverage.

5.5

Equipment, materials, consumables, components and parts that, by their nature, have a service life shorter than the applicable warranty period shall not be covered by the warranty unless otherwise expressly agreed in writing.

5.6

The warranty shall be provided exclusively in accordance with these General Conditions and the applicable BATEL Warranty Terms and Conditions.

5.7

Any repair, replacement, maintenance or corrective action performed under warranty shall not extend or renew the original warranty period unless otherwise expressly agreed in writing by BATEL.

5.8

The warranty shall not apply to defects, failures or damages resulting from: a) Improper, negligent or unauthorized use, operation, handling or installation of the equipment; b) Failure to perform required inspections or preventive maintenance; c) External influences or operating conditions outside the parameters specified by BATEL; d) Equipment, systems or components not supplied by BATEL.

5.9

The warranty shall not apply to defects, failures or damages resulting from: a) Improper, negligent or unauthorized use, operation, handling or installation of the equipment; b) Failure to perform required inspections or preventive maintenance; c) External influences or operating conditions outside the parameters specified by BATEL; d) Equipment, systems or components not supplied by BATEL.

5.10

The warranty shall be void if the CUSTOMER modifies, alters or repairs the equipment without BATEL’s prior written approval.

5.11

The warranty shall not cover normal wear and tear, consumable items or components subject to natural deterioration through ordinary use.

The warranty shall further exclude defects, failures or damages arising from circumstances beyond BATEL’s reasonable control, including but not limited to:

1. Improper storage, transportation or handling;
2. Operation, maintenance or servicing contrary to BATEL’s instructions;
3. Accidents, misuse or negligence;
4. Defects related to civil works, foundations, structures or site conditions;
5. Equipment, systems or components not included within BATEL’s scope of supply;
6. Chemical, electrochemical, atmospheric or electrical influences;
7. Force majeure events.

5.12

BATEL shall have no liability under the warranty where the CUSTOMER provides incomplete, inaccurate or misleading information, or fails to provide information necessary for the design, manufacture, commissioning, operation or maintenance of the SUPPLY.

6. ECONOMIC BALANCE

6.1

The Parties acknowledge that the agreed price for the SUPPLY is based on the economic, legal and commercial conditions existing at the time of contract execution. Should circumstances arise that materially alter the economic balance of the agreement, including but not limited to changes in tax legislation, the introduction of new taxes, duties or regulatory obligations, significant increases in costs, currency fluctuations, inflationary pressures or other measures affecting the economics of the SUPPLY, the Parties shall negotiate in good faith to restore the economic balance of the contractual relationship.

7. LEGAL LIABILITY AND PENALTIES

7.1

The CUSTOMER shall not be liable for injury, death, loss or damage suffered by BATEL personnel or third parties during the execution of the SUPPLY, except where such loss or damage results directly from the CUSTOMER’s fault or negligence.

BATEL shall be liable only for direct damages caused by its own fault and only to the extent expressly provided in these General Conditions.

7.2

The CUSTOMER represents and warrants that the operation, use and maintenance of the SUPPLY will be carried out in accordance with applicable regulations, industry standards and good engineering practices.

7.3

In the event of a malfunction, shutdown, performance reduction or the need for maintenance, repair or replacement of any part of the SUPPLY, the CUSTOMER shall take all reasonable measures necessary to minimize, mitigate or prevent any resulting loss, damage or interruption.

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

Any insurance proceeds, indemnities or compensation received by the CUSTOMER in connection with an event giving rise to a claim against BATEL shall be deducted from any compensation amount otherwise payable by BATEL.

7.6

Under no circumstances shall BATEL be liable for any indirect, incidental, special, punitive or consequential damages, including but not limited to loss of profit, loss of revenue, loss of production, loss of business opportunity, loss of use, loss of goodwill or cost of capital, whether foreseeable or unforeseeable.

7.7

BATEL’s responsibility is strictly limited to the scope of the SUPPLY.

Where a project involves multiple contractors, suppliers or service providers engaged directly or indirectly by the CUSTOMER, BATEL shall have no joint, several or collective liability with such third parties.

BATEL shall not be responsible for interfaces, interactions or compatibility issues arising between the SUPPLY and equipment, systems, assemblies or services supplied by third parties.

7.8

BATEL shall not be liable for any loss, damage or delay arising from unsuitable site conditions, inadequate facilities, improper storage arrangements or insufficient protection of the SUPPLY at the CUSTOMER’s premises or at third-party locations.

The CUSTOMER shall be solely responsible for ensuring adequate transportation routes, access roads and site access conditions required for the delivery of the SUPPLY. Where public or private access routes are unsuitable for transportation of the SUPPLY, the CUSTOMER shall be responsible for implementing all necessary corrective measures.

7.9

The Parties acknowledge that the limitations of liability, exclusions of damages and risk allocations set forth in this Clause constitute a fundamental basis upon which the pricing and commercial terms of the SUPPLY have been established. Accordingly, these provisions shall prevail over any conflicting provision unless expressly agreed otherwise in writing.

8. RETENTION OF TITLE, TRANSFER OF RISK AND OWNERSHIP

8.1

Where payment for the SUPPLY is agreed to be made in installments or after delivery, ownership of the SUPPLY shall remain vested in BATEL until the CUSTOMER has paid all amounts due in full. BATEL shall be entitled to exercise any rights available under applicable law to protect its retained ownership interest until full payment has been received.

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 exclusively of services, the risk of loss, damage or deterioration of the SUPPLY shall transfer to the CUSTOMER in accordance with the applicable Incoterms® rule specified in the relevant contractual documents. In the absence of an agreed Incoterms® rule, risk shall transfer upon delivery of the SUPPLY at the BATEL facility.

8.3

Unless otherwise expressly agreed in the contractual documents governing the SUPPLY, ownership of the SUPPLY shall transfer to the CUSTOMER only upon full payment of the agreed contract price and delivery of the SUPPLY, or as otherwise specified in the applicable BATEL Offer.

9. INTELLECTUAL PROPERTY

9.1

Nothing contained in these General Conditions shall be construed as granting, transferring, assigning, licensing or otherwise conveying any intellectual property rights belonging to BATEL to the CUSTOMER.

9.2

Any license, authorization or right relating to intellectual property, including software-related rights, shall be governed exclusively by the applicable license agreement, terms of use or other specific written agreement.

9.3

Software licenses and rights to access or use cloud-based services do not form part of the SUPPLY and shall be subject to separate agreements and their respective terms and conditions.

This provision shall apply even where products supplied by BATEL contain software, embedded software, firmware or interfaces connected to software platforms or cloud-based services provided or made available by BATEL.

9.4

Any infringement, misuse or unauthorized use of BATEL’s intellectual property rights may result in the application of all civil, administrative and criminal remedies available under applicable law. Such remedies shall be without prejudice to BATEL’s right to seek compensation for any losses, damages or harm arising from such infringement.

10. PROTECTION OF PERSONAL DATA

10.1

Where the performance of the SUPPLY involves the processing of personal data, the Parties shall comply with all applicable data protection laws, regulations and regulatory requirements in force from time to time.

Each Party shall implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, unauthorized access or any other unlawful form of processing.

10.2

Any personal data breach, security incident or unauthorized disclosure affecting personal data processed in connection with the SUPPLY shall be notified to the other Party without undue delay upon becoming aware of the incident.

10.3

Where the CUSTOMER transfers personal data to BATEL, the CUSTOMER represents and warrants that such data has been collected, processed and transferred lawfully and that a valid legal basis exists for such transfer.

10.4

BATEL shall not be required to disclose or transfer personal data to the CUSTOMER unless there is a valid legal basis permitting such disclosure.

11. FORCE MAJEURE

11.1

Neither Party shall be liable for any delay or failure in the performance of its obligations to the extent such delay or failure results from a force majeure event or other circumstance beyond its reasonable control, provided that the affected Party demonstrates the existence and impact of such event.

11.2

The CUSTOMER acknowledges and agrees that force majeure or unforeseen circumstances shall not relieve, reduce or suspend its obligation to pay the agreed price of the SUPPLY in accordance with the payment terms specified in the applicable contractual documents.

12. TERMINATION, AMENDMENT AND ASSIGNMENT

12.1

Either Party may terminate the SUPPLY Agreement if the other Party materially breaches its obligations under these General Conditions or the documents referenced in Clause 1.4 and fails to remedy such breach within twenty (20) business days following receipt of written notice specifying 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

Without prejudice to any other rights or remedies available to BATEL, if the CUSTOMER remains in payment default for a period of thirty (30) days or more, BATEL may terminate the SUPPLY Agreement by written notice. In such event, the CUSTOMER shall pay a termination charge equal to ten percent (10%) of the SUPPLY price, together with any legal fees, attorney costs and court expenses incurred by BATEL in connection with the enforcement of its rights.

12.4

Any delay, omission or tolerance by either Party in enforcing any provision of these General Conditions or the documents referenced in Clause 1.4 shall not constitute a waiver, amendment or renewal of such provision.

12.5

The SUPPLY Agreement, in whole or in part, may only be assigned or transferred with the prior written agreement of the Parties.<br
Notwithstanding the foregoing, the CUSTOMER hereby grants BATEL the right to assign or transfer its rights and obligations relating to the SUPPLY to any company within the BATEL Group without requiring additional approval from the CUSTOMER.

13. PRIVACY

13.1

The Parties undertake to keep strictly confidential all technical, commercial, financial and operational information, including know-how, industrial processes, business methods, trade secrets and any other proprietary information disclosed by one Party to the other in connection with the SUPPLY.

Such information shall not be disclosed to any third party or used for any purpose other than the performance of the SUPPLY, except where required by law or expressly authorized in writing by the disclosing Party.

13.2

The CUSTOMER shall not use BATEL’s name, trademarks, logos, references, photographs, project information or any publicity related to the SUPPLY without BATEL’s prior written consent.

14. EXPORT CONTROL

14.1

The CUSTOMER shall comply with all applicable export control laws, regulations, sanctions programs, embargoes, trade restrictions and licensing requirements relating to the SUPPLY. The CUSTOMER shall obtain and maintain, at its own expense, all permits, approvals, authorizations and export licenses required under applicable laws.
Upon BATEL’s written request, the CUSTOMER shall promptly provide all information and documentation reasonably required to demonstrate compliance with applicable export control and foreign trade regulations.

14.2

The CUSTOMER shall be solely responsible for ensuring compliance with all export control and foreign trade requirements applicable to the SUPPLY, including the correct determination and use of export control classifications, customs classifications, tariff codes and any other regulatory designations required under applicable law.

15. ANTI-CORRUPTION AND COMPLIANCE WITH APPLICABLE LAWS

15.1

The Parties represent and warrant that all negotiations leading to the SUPPLY Agreement were conducted in good faith, on an arm’s-length basis and in accordance with ordinary commercial practices.
The Parties further represent that neither they nor any person acting on their behalf has offered, requested, received or accepted any improper benefit, including but not limited to bribes, kickbacks, commissions, facilitation payments, donations or other unlawful advantages in connection with the SUPPLY.

15.2

If either Party becomes aware of any actual or suspected improper benefit, corrupt practice or violation of this Clause, whether during the execution of the SUPPLY or thereafter, it shall promptly notify the other Party and cooperate in any appropriate investigation.

15.3

The CUSTOMER, on its own behalf and on behalf of its affiliates, representatives and agents, represents and warrants that:

1. It complies and shall continue to comply with all applicable anti-corruption, anti-bribery and anti-money laundering laws and regulations;
2. It has not engaged and shall not engage in any activity involving corruption, bribery, money laundering, terrorism financing or violations of internationally recognized human rights;
3. It complies with all applicable national and international sanctions, embargoes and trade restrictions ("Economic Sanctions");
4. Neither the CUSTOMER nor any person acting on its behalf is subject to Economic Sanctions that would prohibit or restrict the execution of the SUPPLY.

15.3.1

Any breach of the representations and warranties set out in this Clause shall constitute grounds for immediate termination of the SUPPLY Agreement by BATEL, without prejudice to BATEL’s right to seek compensation for any losses, damages or reputational harm arising from such breach.

15.4

The CUSTOMER acknowledges that the SUPPLY is subject to compliance with applicable sanctions, embargoes, export control regulations and other legal restrictions.

BATEL shall not be deemed in breach of its obligations if compliance with Economic Sanctions or other mandatory legal requirements prevents, delays or restricts the performance of the SUPPLY.

16. FINAL PROVISIONS

16.1

Where insurance coverage is obtained in relation to the SUPPLY, the CUSTOMER shall take all reasonable measures to ensure that the insured goods are handled, operated, maintained and stored in accordance with applicable standards and BATEL’s technical instructions.

Any claim for loss or damage shall be subject to a determination of responsibility in accordance with the applicable contractual and legal provisions.

16.2

If any provision of these General Conditions is determined to be invalid, unenforceable or unlawful by a court or competent authority, the remaining provisions shall remain in full force and effect.

16.3

In the event of damage to insured goods, the CUSTOMER shall notify BATEL as soon as reasonably practicable and, in any event, no later than three (3) days after becoming aware of the damage, in order to preserve any available rights under the applicable insurance coverage.

16.4

Any document relating to the SUPPLY, including those referenced in Clauses 1.3 and 1.4, may be executed electronically using legally recognized electronic signature platforms.

The Parties acknowledge and agree that electronic signatures executed through such platforms shall have the same legal validity and evidentiary value as handwritten signatures and shall constitute sufficient proof of authenticity, integrity and consent.

16.5

The contractual relationship between the Parties shall be governed by the laws in force at the location of the BATEL entity responsible for the SUPPLY. Any dispute arising out of or in connection with the SUPPLY shall be subject to the jurisdiction of the competent courts and authorities of that location, unless otherwise agreed in writing.

16.6

The CUSTOMER acknowledges that it has had a reasonable opportunity to review these General Conditions, seek independent legal advice if deemed necessary and present any comments or observations prior to acceptance.

Any amendment, waiver or deviation from these General Conditions shall be valid only if expressly agreed in writing and signed by duly authorized representatives of both Parties.

August 2025 - Revision 1