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1. COMPLETE TERMS: Sales and quotations by GateSet Güvenlik Sistemleri San. ve Tic.Ltd. Şti., (“GateSet”), are governed by these Standard Terms and Conditions of Quotation and Sale (“Terms and Conditions”). This is an offer conditioned on GATESET’s customers’ (“Buyers”) acceptance of all, and only, these Terms and Conditions. This is the final and complete expression of all Terms and  Conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. These Terms and Conditions can be modified, waived, or amended only by a written instrument signed by officers both Buyer and GATESET.
 
2. QUOTATION OF PRICE: All written quotations of price (“Quote”) made by GATESET will be valid for a period of thirty (30) days without exception from time Quote has been generated by GATESET. GATESET will make every reasonable effort for timely delivery of Quote to customer however GATESET does not assume responsibility for delays in receipt of quotations to Buyer unless otherwise stated hereunder in these Terms and Conditions. GATESET under any circumstance will not provide verbal quotations of price.
 
3. TERMS OF PAYMENT: All sales are subject to Prepayment unless otherwise specified on Quotation/Sales Proposal. Terms of payment shall be as set forth on GATESET’s documentation acknowledging Buyer’s Order or documentation provided to Buyer upon Buyer’s receipt of Products (“Invoice”). If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to GATESET’s credit on such sum at the rate of 1½% compounded per month or the highest rate allowed by law, whichever is lower. If GATESET, in its sole discretion, finds it necessary to employ an attorney to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, all applicable attorney’s fees and costs. 
 
4. TAXES: All sales tax, excise taxes, or other forms of taxes levied against this transaction shall be paid by Buyer over and above all other sums Buyer is or may become obligated to pay hereunder. These taxes are in addition to the purchase price of the Products subject to an order. If you are exempt from tax, an original signed tax exemption certificate must be sent to GATESET. Without a valid signed tax exemption certificate on file at GATESET, all applicable taxes will be charged to the Buyer
 
5. NO DEDUCTION: Buyer shall not be entitled to deduct from the price invoiced to it by GATESET the amount of any claim asserted by Buyer against GATESET, unless such claim shall have been allowed, in writing, by GATESET. The provisions of the preceding sentence are of the essence of this sale.
 
6. FINANCIAL RESPONSIBILITY: Any credit terms offered by GATESET are available only for so long as Buyer complies with all of its obligations under these Terms and Conditions, including, without limitation, the provisions requiring timely payment of Invoices within stated terms. If credit terms are no longer available, Buyer shall pay cash in advance for all purchases. If GATESET shall have any doubt at any time as to Buyer’s financial responsibility, GATESET, at its option and its sole discretion, either may (a) decline to make further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to GATESET, or (b) terminate this sale. Nothing in this paragraph is intended to affect the obligation of Buyer to accept and pay for the Products.
 
7. ORDERS: Orders will be initiated by Buyer issuing a purchase order (“Order”) to GATESET. Orders will identify equipment manufactured, assembled, or otherwise produced by GATESET (“Product”), unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders can be submitted via mail, fax, email, or GATESET internet website.
 
8. CANCELLATION: Buyer may, without charge, cancel an Order for STANDARD Products provided such order has not begun production and if cancellation request is received five (5) business days after the date of order. Buyer requests to cancel an order for standard Products already in production or if written notice of cancellation is received by GATESET less than five (5) days after the date of order in writing may be accepted by GATESET in its sole discretion, which acceptance will be subject to Buyer’s payment of reasonable termination charges as determined by GATESET. Buyer may not cancel or terminate any non-standard Products, except with written consent from GATESET and only then upon payment of reasonable termination charges as determined by GATESET.
 
9. SHIPMENT AND DELIVERY: Unless otherwise identified in a Quotation, all shipments of goods are EXW GATESET’s factory or  warehouse , as defined by Incoterms 2010, and all risk of loss with respect to any goods shipped shall pass to Buyer when such goods are delivered to the carrier at factory or warehouse. Title to goods shall transfer to Buyer upon GATESET’s receipt of payment in full for all goods and Services provided pursuant to a Quotation and/or purchase order. Delivery: All dates for the shipment and/or delivery of goods and/or for the provision of Services are approximate. GATESET  shall not be liable for delay in or failure to make shipment and/or delivery of goods or commencement, performance or completion of Services by any identified date for any reason whatsoever. In the event of any delay, regardless of the cause, the parties shall agree upon a new date for the shipment and/or delivery of goods and/or commencement, performance or completion of Services. In the event of any delay caused by Buyer, Buyer shall pay GATESET for all costs and expenses incurred by GATESET related to such delay. Freight Charges: Any reference to freight charges contained in a Quotation is an estimate but the GATESET shall try to keep rates at the time of shipment. If any differences that may occur between freight estimates contained in a Quotation and actual freight charges applicable at the time of shipment, Buyer and GATESET shall discuss and agree on revised freight costs. Packaging: Unless otherwise identified in a Quotation, quoted prices do not include the cost for export or special packaging of Goods and Buyer shall assume and be responsible for those extra costs associated with such export and packaging. Site Condition: Buyer warrants that the site where goods are to be delivered and/or installed and/or where Services are to be performed shall be ready and adequate for GATESET’s delivery and/or installation of the goods and/or performance of Services. 
Buyer’s obligations in this regard include but are not limited to the removal of all obstructions and institution of adequate safety measures to protect GATESET’s property, employees, agents and contractors. Buyer shall be responsible for all costs and expenses associated with GATESET ’s delay and/or inability to deliver and/or install any goods and/or perform any Services related to Buyer’s failure to comply with this provision. 
 
10. DELAYS, CONTINGENCIES AND FORCE MAJURE: In the event GATESET is forced to shut down or curtail its production or is unable to ship at the time specified because of fire, flood, windstorm, or other act of God, accident, fire, explosion, labour disturbance, act of any government or any agency or subdivision thereof, judicial action, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, technical failure, shortage of raw materials, labour, machinery, energy, or transportation, including, but not limited to, railcar shortages or any cause whether or not similar to the causes listed above, beyond GATESET’s reasonable control, GATESET reserves the right, at its option, to cancel this order (in either case without any liability to GATESET or Buyer whatsoever). In no event shall GATESET be obligated to purchase material from others to enable GATESET to deliver Products to Buyer hereunder. During the period of such contingency, GATESET shall have the right to allocate its available supply among its buyers in GATESET’s sole discretion.
 
11. SHIPMENT DAMAGE: Product shipped from GATESET’s manufacturing location is carefully packed in compliance with carrier requirements. Claims for loss or damage in transit must be made with the carrier by Buyer. All shipments should be fully unpacked and inspected immediately upon receipt. It is important to keep the shipping carton, packing material and all parts intact for inspection by the carrier’s agent. Visible Loss or Damage. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this may result in the carrier refusing to the claim.
 
12. RETURNS: Upon approval by authorized GATESET personnel, un-used products may be returned to GATESET, by Buyer, for return. These un-used Products must not be damaged and must be returned in as-new, re-sellable, condition based upon inspection by authorized GATESET personnel. A refund total 75% of the returned instrument’s full purchase price will be given to Buyer via method of GATESET’s choosing within thirty (30) days. All returned items, including accessories, are subject to a 25% restocking fee
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13. DATA ERRORS: GATESET makes every effort to ensure the accuracy of the information published in its catalogues, by its distributors and on its Internet site. The documents and drawings and graphics published may contain technical inaccuracies or typographical errors. GATESET makes no representations about the information and graphics presented. All such documents and graphics are provided “as-is” without warranty of any kind.
 
14. INDEMNIFICATION: Buyer agrees to hold harmless, indemnify, and defend GATESET and any of its employees, directors, officers, agents, or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits asserted by any person or entity that the warranties, remedies, limitations, disclaimer of warranties and liabilities of GATESET are other than that as specifically set forth herein or by reason of any warranty, express or implied, or remedy for breach of warranty extended by Buyer, which is more favourable than the warranties and remedies set forth herein.
 
15. PRODUCT APPLICATION INDEMNIFICATION: Buyer agrees to indemnify and hold harmless GATESET and any of its employees, directors, officers, agents or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits, whether arising in tort or contract, against Buyer and/or GATESET, including Attorney’s fees, expenses and costs, arising out of the application of GATESET’s Products to Buyer’s designs and/or Products, or GATESET’s assistance in the application of GATESET’s Products.
 
16. PATENTS: GATESET shall defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that any Products manufactured and supplied by GATESET to Buyer constitute direct infringement of any duly issued Turkey patents and GATESET shall pay all damages and costs finally awarded therein against Buyer, provided that GATESET is promptly informed and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given authority, information and assistance (at GATESET’s expense) necessary to defend or settle said suit or proceeding. GATESET shall not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with Buyer’s specification (s), or from a combination with, an addition to, or a modification of the Products after delivery by GATESET, or from use of the Products, or any part thereof, in the practice of a process. GATESET’s obligations hereunder shall not apply to any infringement occuring after Buyer has received notice of such suit or proceeding alleging the infringement unless GATESET has given written permission for such continuing infringement. If the infringement by Buyer is alleged prior to completion of delivery of the Products under this contract, GATESET may decline to make further shipments without being in breach of this contract, and provided GATESET has not been 
enjoined from selling said Products to Buyer, GATESET agrees to supply said Products to Buyer, at Buyer’s option, whereupon the patent indemnity obligation herein stated with respect to GATESET shall reciprocally apply with respect to Buyer. If any suit or proceeding is brought against GATESET based on a claim that the Products manufactured by GATESET in compliance with Buyer’s specifications and supplied to Buyer directly infringe any duly issued Turkey patent, then the patent indemnity obligations herein stated with respect to GATESET shall reciprocally apply with respect to Buyer. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF GATESET FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO, AND IN NO EVENT SHALL GATESET BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
 
17. TITLE: GATESET warrants it has and will convey Products and marketable title to the Products.
 
18. CONFIDENTIAL INFORMATION: GATESET and Buyer mutually agree to hold confidential or proprietary information or trade secrets (“Confidential Information”) in trust and confidence without restriction and mutually agree that Confidential Information shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party unless GATESET or Buyer can document said Confidential Information (a) is in the public domain through no fault of either GATESET or Buyer, (b) was properly known to receiving party, without restriction, prior to disclosure by disclosing party, (c) was properly disclosed to receiving party by another person or entity or (d) has been subpoenaed or officially requested by a court of law or other duly authorized agent of the court. Confidential Information may be furnished in any tangible or intangible form including, but not limited to, writings, drawings, presentations, computer tapes and other electronic media, samples, demonstrations, video and verbal communications. This provision shall survive the expiration, termination or cancellation of this Agreement.
 
19. MANUALS: To the extent an equipment manual is delivered to Buyer with goods (applicable exclusively to those goods where such a manual is produced), Seller reserves the right to assess a charge, per manual, for each additional manual requested by Buyer. Each manual produced by Seller is a confidential, proprietary and copyrighted document and may not be copied, published or reproduced in any manner or form without prior written agreement of Seller. Such agreement is at the sole discretion of Seller and Seller may revoke same at its discretion at any time.
 
20. APPROVAL DRAWINGS: Approval drawings, if provided to Buyer by Seller and either signed by a representative of Buyer with apparent authority to do so or not objected to by Buyer in writing within the time required by Seller, shall constitute exclusive proof regarding Buyer’s verification and acceptance of the dimensions and other information described therein and Buyer shall be entitled to rely on such approval drawings to develop a Quotation and provide the goods and/or Services referenced therein. Buyer hereby assumes any and all responsibility for any inaccurate or incomplete information contained therein. TO THE EXTENT THAT BUYER PROVIDES THE DESIGN FOR ANY GOODS OR SERVICES TO BE PERFORMED BY SELLER, BUYER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AGAINST ALL CLAIMS, SUITS, AND CAUSES OF ACTION AND FROM ALL COSTS, EXPENSES, DAMAGES AND LIABILITIES (INCLUDING BUT NOT LIMITED TO ATTORNEYS AND CONSULTANTS FEES) FOR ACTUAL OR ALLEGED INFRINGEMENT OF PATENT, COPYRIGHT, TRADEMARK, INTELLECTUAL PROPERTY RIGHTS, OR PROPRIETARY RIGHTS OF THIRD PARTIES BY REASON OF THE USE, SALE, MANUFACTURE, OR DESIGN OF GOODS AND/OR SERVICES COVERED BY THESE TERMS AND CONDITIONS
 
21. WARRANTY:  THE WARRANTIES SET FORTH IN ATTACHMENT A OF QUALITY ARE EXTENDED IN LIEU OF AND TO THE EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.. THE BELOW WARRANTIES RUN ONLY TO THE BUYER HEREUNDER; THEY ARE NOT INTENDED TO, AND DO NOT, RUN TO ANY SUBSEQUENT BUYER, NOR MAY THEY BE TRANSFERRED TO ANY OTHER PERSON, UNLESS OTHERWISE SPECIFICALLY STATED IN WRITING BY AN OFFICER GATESET. GATESET Security Systems warrants warrants, for two (2) years from the date of invoice, GATESET branded Access Control System and Equipment (“product”) manufactured and distributed by GATESET, to be free from defects in material and workmanship under normal use and service for which it was intended provided it has been properly installed and operated. Should any product fail to meet the warranty specified above, GATESET, at its choice, shall issue a credit or either repair or exchange of any part of parts manufactured and distributed by GATESET. Unless otherwise requested, defective products shall be returned to GATESET freight prepaid by purchaser, within the warranty period. Items returned will be repaired or replaced, upon an examination of the product by GATESET, which discloses, to the satisfaction of GATESET, that the item is defective. GATESET will return the warranted item freight prepaid. This warranty is conditioned upon proper installation, use and maintenance. A determination with consideration given to the product’s overall performance will be made in seven (7) working days. This warranty will automatically become null and void and shall not be applicable to any product which (i) is subject to any violation of the conditions and instructions for Safety, Transportation and Storage, Installation and Maintenance that are given in this document, in addition to mentioned in published installation, user and maintenance manuals special to any product, (ii) has been installed within an area that has exposure to sulfur or any area with high acidic compounds in use, (iii) has been operated in an ambient temperature or above manufacturers recommended temperature, (iv) has been subjected to a lightning strike, power surge or overvoltage condition, (v) has been mishandled, misused, abused, tampered with, modified or altered by anyone other than GATESET or has been modified by the user, (vi) was subject to abnormal stresses, misuse, or negligence, (vii) was non-defective or product defect was not related to GATESET’s product functionality, including third-party modifications, (viii) is subject to other damages caused after receipt of product by purchaser (ix) has not been timely paid for. This warranty is non-transferable; whether by assignment or operation of law. The original purchaser must provide warranty claims to GATESET within the warranty period promptly upon discovery and in accordance with GATESET’s Return and Repair Procedures. I. CONDITIONS AND EXCLUSIONS a. Safety Instructions •Use the product only in the capacity for which it was designed. Any use other than that stated should be considered improper and therefore dangerous. •The manufacturer cannot be held responsible for damage caused by improper, erroneous or unreasonable use. •The installer shall supply all information concerning manual operation. of the product in case of an emergency and shall hand over to the user the warnings handbook supplied with the product. •Do not push to operate damaged product and contact GATESET. •Before attempting any job on the product, cut out electrical power. •Use the manual release mechanism (for applied products) according to the procedures presented in product manual. •GATESET declines all liability caused by improper use or use other than that for which the automated system was intended. •Anything nor expressly specified in product manuals not permitted. b.Transportation and Storage Instructions •Store products in GATESET's unopened packaging with labels intact until ready for installation. •Follow the transportation and storage instructions on package label. •It is forbidden to subject the product to jerks and impacts during storage. Do not place a heavy load on product. •For lifting and handling of the product it is necessary to use transportation trolleys. Lift product with a lift fitting to its weight. •Do not leave packing materials (plastic, polystyrene, etc.) within reach of children as such materials are potential sources of danger. •In storage facility there should not be aggressive gases, acid and vapors causing corrosion.  •Transportation on open platforms is allowed. In this case the packed product should be covered with canvas in order to prevent direct exposure of sunlight. Do not place packed product on a wet ground, directly in the rain. •Store the product indoor at ambient temperatures in compliance with conditions stated datasheet between -20°C to +70°C. •After transportation or storage of the turnstile at negative temperatures or increased humidity the turnstile should be kept indoor with normal climatic conditions without original packing within 12 hours before commissioning. c.Installation Instructions •Carefully read the instructions before beginning to install the product. Incorrect installation or incorrect use of the product could cause serious harm to people. •Do not install the equipment in an explosive atmosphere: the presence of inflammable gas or fumes is a danger to safety. •Civil work should be carried out in accordance with the instructions. Poor engineering or using materials other than described such as poor cabling can cause product malfunctions and severe problems. In such cases GATESET owns no responsibility, all commitments, declares and warranty will be void. •Before applying electrical power, ensure that voltage requirements of the equipment correspond to the supply voltage. Refer to the label on your product. •GATESET is not responsible for malfunctions or errors caused due to installations carried out without paying attention to the instructions provided in product manual and warranty will be void. •Before connecting the product to power source, all connections must be checked. d.Maintenance Instructions •For maintenance, strictly use original parts provided by GATESET, otherwise warranty will be void. •Check at least every 6 months the efficiency of the product, particularly the efficiency of the safety devices (including, where foreseen, the operator thrust force) and of the release devices. •Repairs and maintenance should only be conducted by authorized service personnel. •Before performing any cleaning or maintenance operations, disconnect power to the equipment. •All cleaning, maintenance or repair work must be performed by qualified personnel. •In the event of a failure resulting from electrical components, cut out the electrical power to the product contact GATESET immediately. Do not operate the damaged product II.LIMITATION OF LIABILITY: GATESET will not under any conditions, either because of breach of warranty, tort, strict liability or otherwise, be liable for incidental, special, consequential or exemplary damages including, but not limited to, loss of profits, loss of use of product or any other goods or associated equipment or damage to any associated equipment, capital cost, substitute products cost, facilities of service, down time cost, or claims of claimant’s customers. GATESET’s liability with respect to a defective product shall in any event not exceed the price of the specific product which gives rise to the claim.
 
22. EXCLUSIVE REMEDIES: If the Products furnished by GATESET fail to conform to GATESET’s exclusive LIMITED WARRANTY, GATESET’s sole and exclusive liability shall be (at GATESET’s option) to repair, replace or credit Buyer’s account for any such Products which are returned by Buyer during the applicable warranty period set forth above, provided that (i) GATESET is promptly notified in writing upon discovery by Buyer that such Products failed to conform to this contract with a detailed explanation of any alleged deficiencies, (ii) such Products are returned to GATESET, D.D.U. GATESET’s plant, and (iii) GATESET’s examination of such Products shall disclose to GATESET’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, abuse, alteration, improper installation, unauthorized repair or improper testing. If GATESET elects to repair or replace such non-conforming Products, GATESET shall have a reasonable time to make such repairs or replace such Products. GATESET also reserves the right, at its sole discretion, to credit the Buyer’s account of any shipping charges in whole or in part incurred by the Buyer associated with the return of Products to GATESET’s plant. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF GATESET AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO, AND IN NO EVENT SHALL GATESET BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
 
23. PRODUCT RETURNS: All returns will be processed at the sole discretion of GATESET. Buyer is deemed to have accepted the Products unless written notice of rejection is received by GATESET within twenty one (21) days after delivery. Buyer waives any right to reject or revoke acceptance thereafter. Buyer is responsible for all shipping costs to return Products to GATESET’s plant. Any loss or damage of Product during shipping from Buyer’s plant to GATESET’s plant will be the sole responsibility of the Buyer. GATESET strongly suggests that Buyer purchase insurance from carrier to insure Products during shipping. Products must be returned in new condition with all previously included paperwork and accessories.
 
24. DEFAULT: Buyer will be in default if (a) Buyer fails to pay to GATESET any amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from GATESET to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within thirty days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within thirty days thereafter. Upon Buyer’s default, GATESET may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for Products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation of unpaid Product, or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by GATESET because of Buyer’s default.
 
25. MUTUALITY: All debts and obligations of Buyer and GATESET to each other are mutual and subject to setoff. For purposes of this paragraph, “Buyer” and “GATESET” shall be deemed to include each party’s respective subsidiaries and affiliates which directly or indirectly control or are controlled by that party through 100% equity ownership.
 
26. GOVERNING LAW: All issues concerning the formation, performance, or interpretation of any contract regarding this sale shall be governed by the laws of Republic of Turkey, and any dispute between GATESET and Buyer will be resolved in Istanbul, Turkey the prevailing party in that dispute entitled to its costs and reasonable attorneys’ fees.
 
27. SEVERABILITY OF TERMS: If any phrase, clause or provision shall be declared void, the validity of any other provisions shall not be affected thereby.
 
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