1. Scope

1.1 These Terms and Conditions apply to all quotations, deliveries of goods, and contracts (in particular the export of hardware and graphics cards) of FLC Sales with business customers ("Buyer").

1.2 Deviating terms and conditions of the Buyer only apply if they have been confirmed in writing by FLC Sales as an amendment to these Terms and Conditions.

2. Conclusion of Contract

2.1 Written quotations from FLC Sales are binding for 30 days, unless otherwise agreed in writing.

2.2 Price lists and catalog details are subject to change. A contract is only concluded upon written order confirmation by FLC Sales. This order confirmation determines the scope of the obligations to be fulfilled by FLC Sales.

3. Prices and Shipping

3.1 The applicable price is based on the written quotation or the order confirmation from FLC Sales. Unless otherwise stated, prices are exclusive of taxes, duties, and shipping costs.

3.2 Shipping costs and forwarding fees for export are calculated individually and communicated to the Buyer in advance in the quotation.

4. Payment

4.1 Payments are due immediately, net cash, to the specified account. Other payment terms require written form.

4.2 The Buyer may only set off claims that are undisputed or legally established. If the Buyer makes payments, these will always be offset against the oldest outstanding invoices, regardless of any reference given.

4.3 If the Buyer is in default of payment, in whole or in part, default interest at the statutory rate shall apply, unless the Buyer proves that no damage or significantly less damage has occurred.

5. Delivery and Performance (Transfer of Risk)

5.1 FLC Sales fulfills its performance obligation by dispatching the ordered goods for transport. Unless a different Incoterm has been agreed in writing, the risk passes to the Buyer as soon as the goods have been handed over to the carrier or forwarding agent.

5.2 Partial deliveries are permissible if agreed upon or if reasonable for the Buyer.

5.3 Delivery periods are only binding if they are expressly designated as such in the order confirmation.

5.4 If the Buyer defaults in acceptance by refusing the delivery, FLC Sales reserves the right to invoice an appropriate default damage as well as the incurred shipping and storage costs.

6. Retention of Title

6.1 All delivered goods remain the property of FLC Sales until full payment of all claims arising from the concluded contract.

6.2 In the event of resale, the Buyer hereby assigns to FLC Sales, by way of security, the future claim arising from the transfer of the goods in the amount of the respective invoice value. FLC Sales accepts this assignment. In the event of third-party access to the goods subject to retention of title, the Buyer must point out FLC Sales' ownership and notify FLC Sales immediately.

6.3 In the event of a breach of contract by the Buyer, in particular default of payment, FLC Sales may revoke the authorization to resell and take back the goods at the Buyer's expense.

7. Warranty and Liability

7.1 The warranty period for newly acquired goods is 12 months for business customers. For used goods, demonstration, and test devices, the warranty is completely excluded, unless otherwise agreed in writing.

7.2 In the event of defects, the warranty is limited, at the discretion of FLC Sales, to replacement delivery or repair.

7.3 The Buyer undertakes to inspect the delivered goods immediately upon receipt and to report any damage or defects in writing within the statutory commercial duty to inspect and notify. If the notice is not given in a timely manner, the warranty claim is excluded, unless the defect was not recognizable during the inspection.

7.4 The liability of FLC Sales is limited to intent and gross negligence as well as to the breach of essential contractual obligations, and in any case to foreseeable damage typical for the contract. This does not apply to mandatory statutory liability cases (e.g., injury to life, body, health).

8. Export Regulations

8.1 The Buyer is responsible for compliance with the applicable import regulations in the destination country. FLC Sales provides the agreed standard export documents.

8.2 The Buyer undertakes not to use, resell, or transfer the delivered goods in a manner that would violate the export control regulations of the country of manufacture or origin.

9. Governing Law and Jurisdiction

9.1 The laws of the Republic of Turkey shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), unless another jurisdiction is agreed upon in writing.

9.2 The exclusive place of jurisdiction and place of performance for all disputes arising from the contractual relationship is Istanbul (Turkey).

10. Data Protection

10.1 Personal data will only be stored and processed insofar as this is necessary for the preparation of quotations, order processing, and fulfillment of the contract.