1. Scope

This General Sales and Service Agreement (“Agreement”) governs the sale of all products, equipment, spare parts, engineering services, and technical support provided by TMXFLOW (“Company”) to its customers (“Customer”).

Unless otherwise agreed in writing, the terms and conditions set forth in this Agreement shall prevail over any terms proposed by the Customer.

 

  1. Orders and Acceptance

Quotations provided by TMXFLOW are non-binding unless otherwise stated.

Orders shall become valid only after written confirmation by TMXFLOW.

TMXFLOW reserves the right to reject or cancel any order due to technical, commercial, or legal reasons.

 

  1. Pricing

Prices stated in quotations do not include the following:

  • Value Added Tax (VAT) or other applicable taxes
  • Import duties
  • Shipping and insurance costs

Prices may be subject to adjustment due to fluctuations in raw material costs, exchange rates, or supply chain conditions.

 

  1. Payment Terms

Payment terms shall be specified in the commercial quotation or agreement.

Unless otherwise agreed:

  • Payments must be completed within the specified period
  • Late payments may incur interest charges
  • TMXFLOW reserves the right to suspend deliveries in the event of delayed payments

Ownership of the products shall remain with TMXFLOW until full payment has been received.

 

  1. Delivery

The delivery times shown are estimates and may vary depending on operational conditions. The production process begins once the order is added to the production schedule.

The risk of loss or damage to the products transfers to the Customer upon shipment.

TMXFLOW shall not be held responsible for delays beyond its reasonable control.

 

  1. Installation and Technical Services

All materials to be used during installation must be provided by the customer prior to installation. The seller accepts no responsibility for delays or extensions of the process caused by the customer.

  1. Warranty

TMXFLOW warrants its products against manufacturing defects for the warranty period specified in the sales documentation.

The warranty does not cover damages resulting from:

  • Improper installation
  • Incorrect use
  • Unauthorized modification or intervention
  • Lack of maintenance
  • Normal wear and tear

TMXFLOW’s responsibility under the warranty is limited to the repair or replacement of defective components.

 

  1. Limitation of Liability

To the maximum extent permitted by applicable law, TMXFLOW shall not be liable for:

  • Loss of production
  • Loss of profit
  • Loss of business
  • Indirect or consequential damages

The total liability of TMXFLOW shall not exceed the purchase price of the product or service concerned.

 

  1. Intellectual Property Rights

All intellectual property rights including designs, technical drawings, documentation, and engineering solutions belong exclusively to TMXFLOW.

These materials may not be copied, reproduced, or distributed without prior written consent.

 

  1. Export Compliance

The Customer agrees to comply with all applicable export control regulations, including those of the European Union and the United States.

Products supplied by TMXFLOW may not be exported or transferred to restricted countries or entities without the required authorizations.

 

  1. Confidentiality

Both parties agree to protect all technical, commercial, and confidential information shared during the course of the business relationship.

 

  1. Force Majeure

TMXFLOW shall not be held liable for delays or failure in performance caused by events beyond its reasonable control, including natural disasters, war, government restrictions, supply chain disruptions, or similar circumstances.

 

  1. Governing Law

This Agreement shall be governed by the laws of the Republic of Türkiye.

Any disputes arising from this Agreement shall be resolved by the competent courts.