General terms of sale

1. Scope

These terms apply to all proposals, orders and deliveries of parts, part sets, assemblies and related services by AppVest Intelligent Manufacturing A.Ş. ("AppVest") to business customers ("Customer"). The Customer's own terms apply only if AppVest accepts them in writing. If a framework or supply agreement has been signed, it takes precedence; otherwise the project proposal and the order confirmation take precedence over these terms.

2. Proposals and orders

Before quoting, AppVest reviews the technical package supplied by the Customer. Proposals are valid for 30 days unless stated otherwise. A contract is concluded when AppVest confirms the Customer's order in writing; email is sufficient. Changes requested after confirmation require a written change request and may affect price and delivery date.

3. Specifications and design responsibility

The Customer is responsible for complete and correct drawings, models, bills of materials and specifications. If a 3D model and a drawing conflict, the drawing prevails unless agreed otherwise. Design, material selection and fitness for the intended use remain the Customer's responsibility. Suggestions made by AppVest during the engineering review are recommendations; design responsibility stays with the Customer even where the Customer adopts them.

4. Manufacturing partners

AppVest may have parts made by manufacturing partners it has audited. AppVest remains responsible to the Customer for their work as for its own. Partners receive only the information they need and are bound by confidentiality. For production programs, AppVest names the partners involved on request and changes them only with the Customer's written approval.

5. Prices and payment

Prices are stated in the currency of the proposal and exclude VAT, customs duties and other taxes unless stated otherwise. The Customer's first order is paid in full in advance. For subsequent orders, invoices are payable within 15 days of the invoice date unless otherwise agreed in writing. If payment is late, AppVest may charge statutory default interest and suspend work on open orders until payment is received. The confirmed price is fixed unless the Customer changes the scope or the information provided proves incomplete or incorrect.

6. Delivery

Delivery terms are stated in the proposal using Incoterms® 2020; risk passes to the Customer as defined by the agreed Incoterm. Delivery dates are binding only if confirmed as fixed dates in the order confirmation. AppVest informs the Customer immediately of any expected delay and its reason. Partial deliveries require the Customer's consent. The Customer provides the customs and end-use information needed for export and import.

7. Inspection and complaints

The Customer inspects deliveries promptly after receipt. Transport damage must be noted on the delivery document and reported within three working days. Visible defects and shortages must be reported in writing within ten working days of delivery, and hidden defects within ten working days of their discovery, in each case with a description and, where possible, photos or measurement results. Deliveries for which no complaint is made in time are deemed accepted.

8. Warranty

AppVest warrants that deliveries conform to the agreed specifications and documentation for twelve months from delivery, unless a different period is agreed. For justified complaints, AppVest will, at its choice and after consulting the Customer, rework or replace the affected items or grant a credit, and bear the necessary costs, including return transport. On request, AppVest provides a root cause analysis and a corrective action report. The warranty does not cover defects caused by the Customer's design or specifications, customer-supplied materials, improper installation, use or storage, or normal wear. Except in urgent cases to prevent disproportionate damage, the Customer may not remedy defects at AppVest's expense without AppVest's prior written consent.

9. Liability

AppVest is liable without limitation for intent and gross negligence, for injury to life, body or health, and where liability is mandatory by law. In all other cases, AppVest's total liability per order is limited to the value of the order concerned, and AppVest is not liable for indirect or consequential loss such as lost profit, production downtime or loss of data. The Customer indemnifies AppVest against third-party claims arising from the Customer's designs or specifications, including claims for infringement of intellectual property rights.

10. Retention of title

Delivered goods remain the property of AppVest until the related invoice has been paid in full.

11. Intellectual property and confidentiality

Drawings, designs and specifications supplied by the Customer remain the Customer's property. AppVest and its partners may use them only to carry out the Customer's orders. AppVest's own processes, methods and know-how remain its property. Both parties keep the other's confidential information secret during the business relationship and for five years after it ends. AppVest does not name the Customer as a reference or publish images of its parts without the Customer's written consent.

12. Export control and lawful use

The Customer informs AppVest before sharing any data or ordering any item that is subject to export control and provides the required end-use and end-user information. AppVest manufactures only lawful items and may decline or suspend orders where the required licences or documents are not available.

13. Tooling and customer-supplied materials

Tooling and fixtures paid for separately by the Customer belong to the Customer. AppVest stores them for up to two years after the last order and asks the Customer for instructions before disposing of them. Materials supplied by the Customer must arrive on time, in suitable condition and in sufficient quantity, including a reasonable allowance for scrap.

14. Cancellation

Because all items are made to order, a confirmed order can be cancelled only by written agreement. In that case the Customer pays for the work performed, materials procured and binding commitments made to partners up to the date of cancellation.

15. Force majeure

Neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, epidemics, war, government measures, strikes or serious disruption of energy or material supply. Deadlines are extended for the duration of the event. If it lasts longer than three months, either party may terminate the affected order in writing.

16. Governing law, jurisdiction and language

These terms and all contracts under them are governed by the laws of the Republic of Türkiye, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The courts and enforcement offices of Ankara have exclusive jurisdiction. These terms are published in English, German and Turkish; in case of discrepancy, the English version prevails.

17. Final provisions

Amendments and side agreements must be made in writing; email is sufficient. If a provision is invalid, the remaining provisions remain in force. The Customer may assign rights under a contract only with AppVest's written consent.