Sales Policy

General Terms and Conditions of Sale

 

1. General Scope

 

These General Terms and Conditions of Sale shall apply to all deliveries of goods and services made by WBKIM to the Customer, unless otherwise expressly stated by WBKIM or unless there is another written agreement between the parties. By placing an order under these General Terms and Conditions of Sale, the Customer fully and unreservedly accepts these conditions. The Customer is obliged to comply with all applicable laws and general rules of commercial ethics in its relationship with WBKIM.

 

WBKIM reserves the right to amend these General Terms and Conditions of Sale at any time.

 

The Customer’s general terms and conditions shall not be valid, even if WBKIM does not explicitly object to them. The fact that WBKIM refers to a correspondence containing or referring to the Customer’s general terms and conditions shall not be construed as acceptance of their validity.

 

Notifications and correspondence made via the e-mail addresses of the Parties shall be deemed valid and binding between the Parties.

 

2. Definitions

 

Unless otherwise expressly stated, the terms used in this Agreement shall have the following meanings:

 

WBKIM: Refers to the company WBKIM Kimya Otomotiv Sanayi ve Ticaret A.Ş.

Customer​: Refers to any natural or legal person purchasing products and/or services from WBKIM.

Brand: Refers to the KA&MELOCK brand produced and owned by WBKIM, as well as any and all brands that WBKIM may own in the future.

Product(s): Refers to all products branded under KA&MELOCK that are patented or otherwise owned by WBKIM, and any other products that may be produced, manufactured, imported, exported, or sold by WBKIM under current or future brands.

Order: Refers to the order notification placed by the Customer within the framework of these terms and conditions.

Agreement: Any order placed by the Customer and accepted by WBKIM shall constitute a binding agreement between the Parties within the framework of these terms and conditions.

Delivery: Refers to the delivery of the products ordered by the Customer, by WBKIM within the framework of these terms and conditions, and unless otherwise agreed in writing; in domestic sales within Türkiye on an EXW (Incoterms 2020) basis, and in international sales on an FCA (Incoterms 2020) basis.

Price / Fee: Refers to the total amount to be paid by the Customer to WBKIM under the Agreement.

Parties: Refers to WBKIM and the Customer.

3. Offer

 

The offers presented by WBKIM are always subject to change and are valid for a maximum of three (3) months from the date the offer is issued; after this period, they bear no binding effect. Each offer is individual and is valid only for the relevant order or transaction. A previously submitted offer price is not binding for WBKIM with respect to future offers or orders. WBKIM reserves the right to freely determine prices for offers made at different times, taking into account market conditions, raw material supply, production costs, currency fluctuations, and other economic factors. Accordingly, prices are not fixed, are re-evaluated for each order, and do not imply any commitment to continuity.

 

4. Order

 

The Customer shall submit their orders to WBKIM via email using an order form, and each submitted order is binding on the Customer.

 

WBKIM shall notify the Customer by email whether the submitted order is accepted or rejected within a maximum of one (1) week from the date of receipt. The absence of a response from WBKIM within this period does not imply that the order has been accepted. Acceptance of any order is entirely at WBKIM’s discretion.

 

Even if WBKIM has accepted an order, it may cancel the order by informing the Customer in the event that operational, technical, financial, or legal changes prevent WBKIM from fulfilling the order, or if an unforeseen performance obstacle or a force majeure, as defined in the contract and in practice, arises at the time of the order.

 

If the Customer requests changes to the product, WBKIM reserves the right to suspend delivery until it assesses the feasibility of such changes, particularly their impact on cost and delivery time. Any changes will only become binding with WBKIM’s explicit written approval. WBKIM reserves the right to reasonably extend the delivery or service period and to revise prices due to such changes.

 

Information contained in printed materials (e.g., price lists, brochures), cost estimates, electronic data storage media, or WBKIM-owned websites, as well as descriptions in offers, measurements, weights, technical data, referenced national or international standards, or documents such as samples, are only approximate values unless explicitly and in writing stated otherwise, and are not binding.

 

The sending of a product sample to the Customer does not create any binding obligation for WBKIM. Samples are provided solely to give an idea of the general characteristics, structure, and typical appearance of the product. Any deviations between these samples and the final products do not constitute defects and cannot be cited as a reason for complaint or claim. WBKIM guarantees that the characteristics of the shipped products will fall within the ranges specified in the Technical Data Sheet (TDS). Differences within these ranges do not imply that the product is non-compliant with the contract.

 

5. Delivery

 

The delivery date specified by the Customer in the order form is not binding. WBKIM will indicate the “expected delivery date” in the order acceptance email. This date is a non-binding target and refers to the intended date on which the products covered by the order will be delivered to the carrier or other third parties responsible for transportation.

 

Unless otherwise agreed in writing by the Parties, WBKIM shall deliver its products on an EXW (Incoterms 2020) basis from WBKIM’s Türkiye/Bursa factory for domestic sales within Türkiye, and on an FCA (Incoterms 2020) basis for international sales. A Upon delivery of the Products to the carrier, all risk of loss or damage and allresponsibility shall transfer to the Customer. In the event of delays in shipment caused by the Customer, the risk passes to the Customer on the date the goods are made ready for shipment.

 

WBKIM will arrange shipment only if explicitly agreed. If requested by the Customer and provided the Customer covers the costs, WBKIM reserves the right to deliver the goods from the Bursa factory to a different address using its own organization.

 

In cases of force majeure (natural disasters, earthquakes, fire, war, epidemics, strikes, lockouts, etc.) or other reasons beyond WBKIM’s control (customs closures, customs-related issues, logistical problems, embargoes, international issues, raw material supply disruptions, energy outages causing prolonged machine downtime, or other unforeseen events preventing machine operation), WBKIM’s time to make the order ready for shipment may be extended. WBKIM will notify the Customer of this situation via email. In such cases, WBKIM’s period to prepare and deliver the order is extended for the duration of the disruption. WBKIM shall not be held liable for any delays arising from these circumstances.

 

WBKIM reserves the right to make partial deliveries, provided that such partial deliveries are usable for the Customer within the intended contractual purpose and do not cause the Customer significant additional costs or expenses.

 

If WBKIM makes the order ready for shipment but the Customer does not take delivery of the products within one (1) week, WBKIM has the right to cancel the order, claim payment for the order, adjust the price, and additionally charge the Customer for storage and preservation costs incurred during the period the products remain undelivered.

 

 

 

6. Defects, Shelf Life, and Notification Obligation

 

If the Customer fails to provide written notice of any missing or damaged products within no later than seven (7) days following receipt of the products, the Customer forfeits any right to object or to request a return on the grounds of such shortages or damages.

 

The shelf life of WBKIM’s KA&MELOCK branded products is determined individually for each product. The applicable shelf life of each product is specified in the latest Technical Data Sheet of therespective product. In addition, the Customer may also access the shelflife information of the products on WBKIM’s official website at “ https://en.wbkim.com.tr/products ”.

 

WBKIM may ship the ordered products from among the batches available in stock on the date of dispatch. Within this scope, WBKIM reserves the right to deliver any batch of products that has been properly stored and remains within its shelf life. The Customer hereby acknowledges and agrees in advance that it shall not raise any objections to this practice.

 

In the case of latent defects that appear after delivery, the Customershall notify WBKIM in writing immediately after discovering thedefect, such notification must be made within the applicable shelf life of the product as indicated by the production date on the product label. The starting point of the product’s shelf life is the production date of thespecific product batch. If such notification is not made within theproduct’s shelf life, the Customer’s right to make any claims orobjections regarding latent defects shall be time-barred, and WBKIM shall not accept any liability in this respect.

 

7. 

……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….……………………………………………………………………………………………………………………….…………………………………………………

Storage and Shelf-Life Monitoring

 

The Customer is solely responsible for storing the products in accordance with the storage conditions specified in the Technical Data Sheet (TDS) and for monitoring the expiration dates of the products.

 

8. Prohibition of Alteration to the Product

 

The Customer shall not make any changes to the formulation, composition, method of use, or packaging of the chemical products manufactured by WBKIM without WBKIM’s prior written consent. If the Customer adds any additives, other chemicals, components, or materials to the product, or applies the product in any manner different from that intended, WBKIM shall not be held liable for any damages, losses, or third-party claims arising from such modifications.

 

If the Customer resells the products purchased from WBKIM, theCustomer shall not under any circumstances use its own name, emblem, company name, or any other mark or brand on the products. TheCustomer shall sell the product exactly as purchased from WBKIM, using the brand name and logo associated with the product.Furthermore, the Customer shall be fully responsible for all obligations arising from the storage, transportation, and use of the products; WBKIM bears no liability whatsoever towards third parties in this regard.

 

The Customer, or any person or company affiliated with the Customer, may not promote, market, or present WBKIM’s products under its own brand or as if they were its own products to third parties.

 

9. Price and Payment

 

Payments shall be made to WBKIM’s designated bank accounts. All costs related to such payments shall be borne by the Customer. This also applies to all bank transaction fees and commissions.

 

Unit prices are expressed in net amounts in EUR (€). Prices do not include Value Added Tax (VAT) or any other taxes, duties, charges, or similar financial obligations, nor do they include transportation and packaging costs. However, if the parties have agreed on a currency other than EUR (€), and the value of such currency fluctuates by more than 5% based on the exchange rate on the date of the offer, WBKIM shall have the right to adjust the price accordingly.

 

Payment of each invoice issued by WBKIM for the relevant orders shall be made in the currency stated on the invoice and within the payment term specified by WBKIM in the order confirmation.

 

If the invoice amount is not paid within the due date, the Customer shall be deemed to be in default without the need for any further notice. In this case, for invoices issued in Turkish Lira, a monthly default interest rate of 5% shall apply. For invoices issued in foreign currency, a default interest rate equal to 9 points above the highest interest rate paid by State Banks for one-year term deposit accounts in the relevant foreign currency, as stated in Article 4/a of Law No. 3095, shall apply.

 

The CUSTOMER shall not, unless there is a final court decision regarding a payment obligation owed to WBKIM, have any right or claim to withhold payments, set off receivables, defer its payment obligation, or exercise any similar rights.

 

10. Intellectual and Industrial Property Rights

 

The Customer acknowledges that all trademarks, logos, trade names, designs, packaging designs, chemical product formulations (recipes), production methods, technical information, know-how, and all associated intellectual and industrial property rights and any other related rights pertaining to the KA&MELOCK brand and WBKIM are exclusively owned by WBKIM.

 

The Customer agrees not to directly or indirectly interfere with WBKIM’s aforementioned rights, nor to infringe upon these rights before third parties, and acknowledges that any violation of these obligations shall result in the Customer bearing all legal and criminal liability.

 

The Customer shall not alter, reproduce, relabel, or otherwise modify WBKIM’s trademarks, logos, or technical information.

 

In the event of a breach of this article, WBKIM reserves the right to pursue legal remedies and claim compensation for all resulting damages, and the Customer hereby irrevocably undertakes to indemnify WBKIM for all direct and indirect losses arising therefrom.

 

11. Export, Embargo, and Compliance Commitment

 

The Customer undertakes to fully comply with all national and international sanctions, embargoes, export and re-export regulations, and sales control measures applicable to its operations, and agrees not to directly or indirectly deliver any goods to countries subject to embargoes or to prohibited persons or entities. By placing an order, the Customer represents that it acts in compliance with such regulations and that the goods and services will not, directly or indirectly, be exported to or used in countries where importation is prohibited or restricted. The Customer also undertakes that it possesses all necessary export and import permits and shall present them to WBKIM upon request.

 

The Customer further undertakes not to engage in any commercial activities with individuals listed by the Financial Crimes Investigation Board (MASAK) under the Ministry of Treasury and Finance as persons whose assets are frozen, or with individuals and regions subject to sanctions imposed by the United Nations Security Council, the European Union, or the U.S. Office of Foreign Assets Control (OFAC).

 

The Customer shall immediately notify WBKIM in writing if (i) it receives any written or verbal notice, warning, or summons from any official authority in connection with an actual or potential violation of laws and/or regulations concerning bribery, corruption, or money laundering; or (ii) if it becomes subject to any investigation, inspection, or (legal, criminal, or administrative) proceedings arising from such violations.

 

12. Force Majeure

 

In the event that either Party is prevented from or delayed in fulfilling its obligations due to any force majeure event, including but not limited to supernatural occurrences, floods, wars, riots, or epidemics, the affected Party shall have the right to suspend the performance of its obligations for the duration of such force majeure event and shall fulfill said obligations once the event has ceased. In such cases, the affected Party shall be granted an extension equal to the duration of the force majeure event.

 

The Party affected by the force majeure event shall promptly notify the other Party in writing, specifying the reason for its inability to perform its obligations due to the force majeure circumstance.

 

For the avoidance of doubt, during the continuation of a force majeure event, neither Party shall be held liable for the non-performance of its obligations arising from this Agreement.

 

13. Confidentiality

 

All information and documents, whether of commercial, technical, or operational nature, directly or indirectly belonging to WBKIM, regardless of their level of importance or classification, shall be considered “Confidential Information.” The Customer agrees and undertakes to treat as trade secrets all commercial, technical, and operational information obtained from the commencement of the business relationship, and to keep such information strictly confidential from any third parties. Upon WBKIM’s request, all documents provided to the Customer shall be immediately returned, and any copies created by the Customer shall be promptly destroyed.

 

This confidentiality obligation shall not apply to information that (i) is already public at the time of disclosure, (ii) becomes public without the fault of the Customer, or (iii) was developed independently by the Customer without reference to WBKIM’s confidential information or was already in the public domain prior to disclosure. The burden of proof for these exceptions shall rest solely with the Customer.

 

This confidentiality obligation shall survive indefinitely, even after the termination of this Agreement for any reason. The Customer acknowledges that the degree of care exercised in protecting WBKIM’s Confidential Information shall be at least equivalent to, or greater than, the level of care it applies to protect its own confidential information of a similar nature.

 

14. Protection of Personal Data

 

The Parties hereby acknowledge, declare, and undertake that they shall fullycomply with Law No. 6698 on the Protection of Personal Data (“KVKK”), theEU General Data Protection Regulation (GDPR) in relation to internationaltransactions, and all other applicable legislation in respect of any activities thatmay involve the processing of personal data under this Agreement.

 

The Parties acknowledge that, with respect to the personal data transferred between them, they each act as a “Data Controller” within the meaning of the KVKK, GDPR and related legislation, and that such personal data have been lawfully obtained, that the necessary explicit consents for processing and transfer have been obtained, or that conditions allowing processing/transfer without explicit consent are present.

 

The Parties agree that the processing of the necessary personal data and their transfer, within the scope of fulfilling legal obligations, to their affiliated or related group companies, consultants, and public authorities, shall be carried out in accordance with the KVKK, GDPR and applicable legislation.

 

In cases where the Parties share personal data of their employees, representatives, or third parties with each other, they undertake that these persons have been informed in accordance with the KVKK, GDPR and that the required explicit consents have been obtained.

 

The Parties shall take all necessary physical, technical, and administrative measures to ensure an adequate level of security in order to prevent the unlawful processing of personal data, unauthorized access to personal data, and to ensure the safe preservation of such data.

 

The Parties shall treat any personal data transferred to one another in the course of their commercial relationship as confidential information and shall be under a perpetual obligation not to disclose it.

 

If the personal data transferred between the Parties are unlawfully obtained by third parties, the Parties shall notify each other, the relevant employees, and the Personal Data Protection Board as soon as possible.

 

15. Severability

 

If any clause of these general terms and conditions is rendered invalid due to being contrary to law, the Parties agree to make the necessary change to render it valid; if this is not possible, the remaining clauses that are unaffected shall remain valid and enforceable.

 

16. Language

 

These general terms and conditions have been prepared in Turkish and English, and in case of conflict, the Turkish version shall prevail.

 

17. Governing Law and Jurisdiction

 

Any disputes between the Parties shall be governed by the laws of the Republic of Turkey. The Bursa Courts and Bursa Enforcement Offices shall have exclusive jurisdiction for the settlement of all such disputes.

 

 

Document Name​​​​ ​: General Terms and Conditions of Sale

Prepared by​ ​: Atty. Ozlem Toksoz and Atty. Svenja Kremser 

Üç pop Reviewed by​ ​: Mato Maric 

Approved by​ ​: Stephan Winter 

Revision / Version ​: Rev. 01; 04/11/2025

Effective Date​ ​: 04/11/2025