General terms & condutions

Controller: AIM MÜHENDİSLİK SAN. VE TİC. LTD. ŞTİ. (“AIM”)
Address: Cumhuriyet Mah. Fatih Sultan Mehmet Bul. Cadde 224 Sitesi A Blok No: 41A/A, 16140 Nilüfer, Bursa, Türkiye
Contact: [email protected] +90 545 592 1544
Effective Date: 26.09.2024

1. Scope and Order of Precedence
   1.1 These GTC govern AIM’s sale of equipment, parts, software, and the provision of engineering, installation, commissioning, training, and maintenance services (“Deliverables”).
   1.2 In case of conflict: (i) signed master/service agreement, (ii) AIM’s quotation (incl. Special Conditions), (iii) these GTC, (iv) customer’s purchase order. Customer’s terms are rejected unless expressly accepted in writing by AIM.
2. Quotations, Orders, Changes
   2.1 Quotations are valid for [30] days unless stated otherwise and may be withdrawn before acceptance.
   2.2 Orders are binding only upon AIM’s written confirmation.
   2.3 Change orders (scope/schedule/specs) require written agreement on impact to price, timeline, and technical feasibility.
3. Prices, Taxes and Payment
   3.1 Prices are net of VAT, customs, duties, withholdings, and bank charges.
   3.2 Payment terms: [40% advance / 50% prior to shipment / 10% after SAT] unless otherwise stated. Overdue amounts bear [X% p.m.] interest.
   3.3 Customer shall not withhold or set-off payments except for undisputed, due credits agreed by AIM.
4. Delivery, Risk and Title
   4.1 Delivery per Incoterms® 2020 [EXW/FCA/CPT/DDP – select] [city/country].
   4.2 Risk passes at delivery per Incoterms; title passes upon full payment. AIM may retain, suspend delivery, or reclaim on default.
5. Site Conditions and Cooperation
   5.1 Customer ensures site readiness (power, foundations, utilities, permits, HSE/ATEX zoning, access, lifts) and provides qualified personnel and materials for interfaces not supplied by AIM.
   5.2 Delays or costs resulting from site deficiencies are borne by Customer and trigger reasonable schedule/price adjustments.
6. Inspection, Tests and Acceptance
   6.1 Factory Acceptance Test (FAT) and/or Site Acceptance Test (SAT) follow AIM’s test protocols or those agreed in writing.
   6.2 If minor defects do not materially impair operation, acceptance shall not be unreasonably withheld; such defects will be remedied within a reasonable time.
7. Warranty
   7.1 AIM warrants new equipment and workmanship for [12] months from SAT or [18] months from delivery, whichever occurs first.
   7.2 Exclusions: normal wear and tear, consumables, Customer’s materials, misuse, improper installation/maintenance not performed by AIM, unauthorized modifications, third-party equipment beyond OEM warranties.
   7.3 AIM’s sole obligation is repair or replacement (at AIM’s option). Any removed parts become AIM’s property.
8. Services and Spare Parts
   8.1 Service rates, travel time, per diem, and expenses per current AIM schedule unless otherwise agreed.
   8.2 Spare parts availability and lead times are subject to stock and OEM constraints.
9. Software & Intellectual Property
   9.1 Software, drawings, PFD/P&ID, PLC code, and documentation are licensed, not sold. Customer receives a non-exclusive, non-transferable license for internal operation of the supplied line.
   9.2 AIM retains all IP in methods, know-how, templates, and tools developed or used. Reverse engineering and disclosure to third parties are prohibited without AIM’s consent.
10. Compliance, Sanctions and Ethics
    10.1 Parties shall comply with applicable laws (including anti-bribery, export controls, and sanctions). AIM may suspend/cancel any order that would breach sanctions or trade controls—without liability.
    10.2 Gifts and hospitality are not accepted by AIM, except branded promotional items.
11. Health, Safety, ATEX and Environment
    11.1 AIM supplies equipment per agreed specifications and applicable directives/standards stated in the quotation.
    11.2 Customer is responsible for correct zoning/classification of hazardous areas, for providing the ATEX dossier, and for overall site HSE compliance. AIM provides conformity documentation for its scope.
12. Data Protection and Confidentiality
    12.1 Personal data is processed per AIM’s Data Protection & Privacy Statement.
    12.2 All non-public information exchanged is confidential and used solely to perform the contract.
13. Delays, Liquidated Damages and Force Majeure
    13.1 Agreed delivery dates are estimates and subject to Customer’s timely approvals, payments, and site readiness.
    13.2 Force Majeure includes events beyond reasonable control (e.g., natural disasters, war, sanctions changes, epidemics, major supply chain disruptions). Affected obligations are suspended for the duration; timelines/prices may be equitably adjusted.
    13.3 Any liquidated damages regime applies only if expressly agreed in the quotation and shall be exclusive of further delay remedies.
14. Liability
    14.1 AIM’s aggregate liability arising out of the Deliverables is limited to [the contract price] or [100% of amounts paid for the specific Deliverable], whichever is lower.
    14.2 Excluded: indirect, incidental, punitive, and consequential damages (including lost profit, production loss, business interruption), to the extent permitted by law.
    14.3 Nothing limits liability for willful misconduct or death/personal injury caused by negligence where such limitation is unlawful.
15. Termination and Suspension
    15.1 Either party may terminate for material breach not cured within [30] days of written notice.
    15.2 AIM may suspend work for non-payment or Customer default; costs and schedule impacts shall be borne by Customer.
    15.3 Upon termination, Customer pays for work performed, committed materials, demobilization, and reasonable costs.
16. Assignment and Subcontracting
    16.1 Customer shall not assign the contract without AIM’s consent. AIM may subcontract elements of the work while remaining responsible for performance.
17. Governing Law and Dispute Resolution Courts: This GTC and any contract hereunder are governed by the laws of Türkiye, excluding conflict rules. Disputes are subject to the exclusive jurisdiction of the Bursa courts and enforcement offices.
18. Miscellaneous
    18.1 Entire agreement; no oral modifications. Amendments must be in writing and signed by both parties.
    18.2 Severability: invalid terms do not affect the remainder; they are replaced by valid terms closest to the original intent.
    18.3 Notices: by email to the contact above and to Customer’s designated addresses; deemed received on business days when sent, with reasonable proof of transmission.
    18.4 Language: English version governs; translations are for convenience unless explicitly agreed otherwise.