DISTANCE SELLING CONTRACT(B2B COMMERCIAL TRANSACTIONS)

This agreement is drawn up to regulate the terms and conditions of the commercial (B2B) distance selling and export transaction established electronically between the SELLER and the BUYER, whose titles and contact details are provided below. This agreement is strictly a commercial sales contract and is NOT subject to the provisions of the Law on the Protection of the Consumer. The parties accept and declare that they act as prudent merchants.

ARTICLE 1 – PARTIES

1.1. SELLER INFORMATION

1.2. BUYER INFORMATION

ARTICLE 2 – SUBJECT OF THE CONTRACT

The subject of this contract is the determination of the rights and obligations of the parties regarding the sale and delivery of construction materials, the order of which is placed electronically by the BUYER through the SELLER’s website named www.tpiexports.com, and the qualities, sales price, and delivery terms of which are specified on the proforma invoice.

ARTICLE 3 – ORDER AND PAYMENT CONDITIONS

1. The prices announced on the site are for preliminary information purposes. The final order and pricing become definite with the stamped and signed Proforma Invoice approved between the parties. The BUYER accepts and undertakes in advance to strictly comply with the payment method, schedule, and due date specified in the Proforma Invoice by the SELLER. If the BUYER fails to comply with the agreed payment conditions or delays the payment, the SELLER reserves the right to unilaterally cancel the order, stop the shipment, suspend the production if started, and claim compensation from the BUYER for exchange rate differences, storage/warehouse expenses, production downtime costs, and all other positive/negative damages arising from this default, without the need for any prior notice.

2. The BUYER is obliged to transfer the order amount completely to the SELLER’s account via the agreed payment method (SWIFT, Letter of Credit, etc.). Bank deductions (including correspondent bank fees) arising from international money transfers belong to the BUYER.

ARTICLE 4 – DELIVERY, IMPORT, AND CUSTOMS RESPONSIBILITY

• Delivery Term: Delivery shall be carried out according to the International Chamber of Commerce (ICC) Incoterms 2020 rules within the framework of the consensus reached between the parties.

• Customs and Import Risk Transfer: All kinds of permits, licenses, TSE/CE/ASTM equivalent conformity certificates required for the import of the products into the destination country, and all expenses such as VAT, customs duty, storage, demurrage, and similar costs arising at the destination customs are exclusively under the responsibility of the BUYER.

• Failure of Importation: In the event that the goods cannot be cleared from customs, are confiscated, or destroyed due to the BUYER’s failure to provide the necessary documents, failure to pay taxes, or customs legislation, the SELLER cannot be held responsible in any way. In these cases, the BUYER cannot demand a refund of the product price and is obliged to compensate for the possible damages (return transportation, etc.) that the SELLER may suffer.

ARTICLE 5 – DAMAGE INSPECTION AND NOTICE OF DEFECT

1. The BUYER or its authorized customs/transport agency is obliged to perform a physical inspection when receiving the products.

2. In case of any clear transit-related damage (breakage, dent, wetting, etc.) on the packaging or the product, it is mandatory to immediately have the transport official issue a “Damage Assessment Report”. Damage notifications made without a report and clear photos/videos showing the damage will strictly not be accepted.

3. Pursuant to Article 23 of the Turkish Commercial Code (TCC); manufacturing defects (hidden) that cannot be understood by an ordinary inspection must be notified to the SELLER in writing and with evidence (with an independent expert report or test results) within at most 8 (eight) days from the date they emerge.

ARTICLE 6 – RETURN CONDITIONS (ABSENCE OF RIGHT OF WITHDRAWAL)

• This contract is commercial (B2B) in nature, and the BUYER does not have the right to return (right of withdrawal) without stating any reason.

• Product exchange can only be made for production errors that are finalized and accepted by the SELLER. In this case, the BUYER is obliged to issue a Return Invoice (Credit Note) and provide customs exit documents in accordance with legal legislation. Transactions without a return invoice are invalid.

ARTICLE 7 – LIMITATION OF LIABILITY

1. Within the scope of this contract, “Defective Product” refers to products that clearly violate the technical specifications stated in the Proforma Invoice and whose non-compliance/defect is approved in writing by the SELLER itself as a result of the technical examination conducted or commissioned by the SELLER. No product that is not explicitly and in writing approved as defective by the SELLER can be subject to return, exchange, or any claim for compensation.

2. The SELLER’s legal liability under this contract is strictly limited to the “invoice value of the defective products” subject to the dispute. Under no circumstances can the SELLER be held responsible for:

   • Loss of profit that may arise from delivery delays or delivery of defective goods,

   • Work stoppage/slowdown damages at the BUYER’s construction site or projects,

   • Penal clauses or indirect/consequential damages that the BUYER may have to pay to its own customers or third parties.

ARTICLE 8 – DEFAULT OF THE BUYER

If the BUYER defaults on payment, the SELLER has the right to immediately halt the shipment of the products. The BUYER is exclusively responsible for any port, storage, and container rental (demurrage) costs that may arise due to the goods being kept waiting at the port of destination.

ARTICLE 9 – FORCE MAJEURE

Natural disasters, war, terrorism, international embargoes, changes in customs legislation, global supply chain crises, port strikes, or maritime route blockages are considered force majeure. The SELLER is not responsible for delivery delays or impossibilities of performance arising from force majeure.

ARTICLE 10 – COMPETENT JURISDICTION AND APPLICABLE LAW

This contract is subject to Turkish Law. Istanbul (Çağlayan) Commercial Courts and Execution Offices are exclusively competent in any dispute arising from the contract.

The BUYER declares that they have read and understood all the provisions of this contract, approved the commercial protection clauses without objection, and accepted the contract by completing the order electronically.