GENERAL TERMS AND

CONDITIONS (Raw Material)

Standard Profil Otomotiv Sanayi ve Ticaret A.S. (hereinafter, STANDARD) domiciled at the address Istanbul
Kathane Tekfen Ofispark, and
.., (hereinafter, SELLER) domiciled at the address .

Material: All raw materials, machinery and equipment used in production of semi-finished products and necessary parts,
spare parts for such machinery and equipment, operating materials and similar required for production and sale
availability of all profiles in production schedule of STANDARD.

Dates specified in Order Letters are available in international import and export terms as ETA
(Estimated Time of Arrival) and ETD (Estimated Time of Delivery).

4.8.

STANDARD may send unordered goods or goods that exceed the amount specified in the order /
order confirmation or delivery time of which has not yet come back to the SELLER at the expense
and risk of the SELLER including transportation and all other costs. In this case, return invoice
total of STANDARD is deducted from mature claim of the SELLER or STANDARD may accept
the goods on condition that their values are paid at the end of payment period to begin from the
delivery date stipulated in the order.

4.9.

In case it is understood during delivery that amount of the goods subject to the order are less than
the amount determined in order confirmation, the SELLER must transport materials at its own
expense by a quicker alternative method in a sufficient amount for STANDARD to continue its
production. If the transportation cannot be made in time and as is due, STANDARD shall be
entitled to make out a return invoice for deficient products and request a refund provided that it
shall have made an advance payment.

4.10.

STANDARD is entitled to obtain goods that are not delivered in due period by its own means and
invoice the price difference to the SELLER.

Technical Information: Samples and models pertaining to materials; technical, technological and engineering
information an documents (Approved Technical drawings, specifications, etc.)
Price Agreement: The text; in which ordering conditions, purchasing prices and effective dates and, if available, special
ordering conditions of separate purchasing agreement or agreements made upon this Purchasing Framework Agreement,
are notified to the SELLER.
Order Letter: The text; in which ordering conditions, material prices, delivery dates in respect of orders (deadlines) an
amounts requested to be transported on such delivery dates, and, if available, special ordering conditions of separate
purchasing agreement or agreements made upon this Purchasing Framework Agreement, are notified by STANDARD to
the SELLER.

5.

Standard Profil Order Number: Order code that enables all transactions of the SELLER within STANDARD to be
followed.

PRICE AND PRICE CHANGE TERMS:

5.1.

Standard Profil Reference Number: Material code that enables all transactions of material purchased from the
SELLER within STANDARD to be followed.
PPAP (Production Part Approval Process) : Guideline issued by AIAG (AUTOMOTIVE INDUSTRY ACTION
GROUP) for Production Part Approval. The SELLER is liable for complying with the current version of such procedure.
2.

6.

GENERAL PROVISIONS IN RESPECT OF THE FRAMEWORK AGREEMENT:

Price Agreement, Order Letter and all other documents relevant to the purchasing relationship, as defined above together
with this Purchasing Framework Agreement; are integral parts of each other. Purchasing Framework Agreement is
effective for all orders.

INVOICES AND PAYMENT TERMS:

Invoices should be prepared according to amounts in the delivery note and special ordering
conditions specified in the order letter.

6.2.

a) For domestic market purchases: The SELLER continues to invoice orders over old prices and
STANDARD continues to make payments over old prices until price agreement is made.
b) Purchases to be made by STANDARD directly by way of importation: Invoices are made out
over the new price until price agreement is made. However, payment is made over last effective
prices and materials are checked into the warehouse. Difference totals are paid by methods such as
credit note after agreement is made. In this case, receiving the material does not mean acceptance
of new prices.

ORDERING TERMS:
3.1.

The SELLER shall deliver materials subject to the order pursuant to the deadline schedule
specified in the Order Letter. Attributes, quality, amounts and delivery dates specified in the
deadline schedule should be complied with.

3.2.

STANDARD shall notify its orders by an order letter. Needs for a total of three months, one of
which is definitive and second month of which is temporary, shall be specified in the order letter.
The needs for the second month may vary +/- 25%, and third month shall be provided only for
information for raw material planning purposes of the Seller.

3.3.

With respect to placed orders; STANDARD may, if it deems necessary, modify technical
specifications and / or images of a part and / or all of the goods covered by this agreement upon 2
months prior notification. Immediate mutual agreement shall be reached regarding price
differences if production costs of the SELLER are affected by technical changes.

7.

6.3.

Parties shall show maximum effort for resolution, within 6 weeks as of their reception date, of the
price change request subject to dispute in article 6.2 above. Price change request shall not prevent
transportation / delivery of orders on dates specified in the order letter.

6.4.

In case price on invoice sent by the SELLER is different from price in STANDARD order
document other than the conditions specified in articles 6.2 and 6.3, a supplementary invoice is
made out by STANDARD to the SELLER or the invoice is returned for correction. In this case,
STANDARD shall not be responsible for delays that may arise in payments.

6.5.

SELLER payments are made based on payment terms and payment conditions determined
pursuant to the agreement made with every seller.

PACKAGING CONDITIONS:
7.1.

4.

Prices of materials shall be valid within periods stipulated in the price agreement. Price changes
shall be requested in writing at least one month before the end of the term specified in the price
agreement unless there is an agreement to the contrary. Confirmed orders shall be excluded from
the price change. Parties are liable for notifying all inputs and reasons in detail in the price change
request writing. Unless a request is made by a written notification 1 month before price expiry
date, prices shall be automatically extended by one month as of the end of the term.

6.1.

If the SELLER is to manufacture a production mold for products to be supplied to STANDARD; controls and inspections
to be made by STANDARD shall be made over the part to be produced using such mold; required approval shall be
obtained by opening a hole, following which procedures and documents in compliance with PPAP procedure shall be
prepared by opening all holes.
3.

1 original copy of certificate of origin

Analysis certificate for every lot

4.7.
DEFINITIONS:

Delivery Guarantee: Guarantee for delivery of amounts for 2 months following the date of order for materials; deadlines
and guarantee for machinery and equipment specified in the Order Letter.

All original documents should either be delivered to the transporter against a signed document
or sent to the responsible purchasing executive of STANDARD via a courier company,
tracking number of which shall also provided.

have entered into a framework agreement on following matters for the purpose of regulating general terms of
relationships between STANDARD and SELLER.
1.

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3.4.

The SELLER may not make any automatic, partial or complete modifications on technical
specifications of goods within the scope of this agreement, previously agreed production place and
determined machinery and equipment without a written request or approval by STANDARD.

3.5.

PPAP Procedure should be repeated following any technical change agreed upon.

The SELLER may not make any amendment on the material and form of packing, which has been
determined at contract level or accepted during sample presentation, without the approval of
STANDARD.

TERMS OF DELIVERY:
4.1.

4.2.

4.3.

The SELLER should notify whether it shall be able to deliver materials specified in the order letter
in specified amounts and on deadlines. The SELLER shall be responsible for any delay in order
delivery without a written notification 7 days before loading date, unless the SELLER proves that
such delay has arisen from events and reasons beyond control of the SELLER. In this case, the
SELLER must transport materials, in an amount that shall not interrupt production of
STANDARD, by alternative means outside normal delivery conditions so as to cover cost
differences at its own expense.

STANDARD may request any amendment on the material and form of packing, which has been
determined at contract level or accepted during sample presentation. The affect of this amendment
on the product price and the change of price shall be determined by the SELLER and STANDARD
by reconciliation.

In delays exceeding 15 calendar days as of delivery date, other than delays that may arise from
abovementioned article 4.1 and because of STANDARD; the SELLER accepts to pay a daily
penalty of 0,5%, which shall not exceed 15% of total order value, for each day as of delay start
date.
STANDARD shall be entitled to terminate the order and / or the agreement in writing upon delays
that exceed 30 days as of the delivery date specified in the order other than delays that may arise
from above mentioned article 4.1 and because of STANDARD, and force majeure events.
STANDARD is entitled to recover advance payments or material costs paid to the SELLER for
production of materials subject to the order, with interest to be charged beginning from the date of
delay together with VAT at the rate of interest stipulated within the law on collection procedure of
public claims.

4.4.

Transportation costs, insurance responsibility belong to the party specified during quotation and
price agreement. (Incoterms 2010)

4.5.

The SELLER shall correctly specify Standard Profile Code and Reference number (part no.), as
mentioned in article 1 above; name and amount of the material in its dispatch list. Furthermore, the
SELLER must receive Analysis Certificates of raw materials and submit to responsible
Purchasing Officer of STANDARD together with the delivery.

4.6.

In local purchases, representative or transporter of the SELLER should have a copy of the delivery
note signed and sealed by STANDARD warehouse keeper / vehicle driver and retrieve it at the
moment of delivery of the products subject to the order. Otherwise, it cannot be claimed that the
materials are delivered. In importation purchases, the SELLER is liable for preparing the following
documents;

3 original copies of invoice

1 original, 2 counterpart copies of B/L (for ship loading)

1 original copy of CMR (for truck loading)

1 original copy of ATR (for transportation from EU companies)

Information to be present on every parcel, bag, box, package, etc. are as follows: Name of the
SELLER, lot number of the material, product type in compliance with the definition in the order,
contents of every parcel, box or package (in respect of pieces, volume or weight), the materials
production date, the expiry date of those materials which last a certain amount of time, delivery
place and date, are on the label of the SELLER. The SELLER agrees that test and control reports
are written/added onto the packing if considered necessary by STANDARD.

8.

7.2.

The SELLER is responsible for complying with the type of packaging specified pursuant to the
agreement. Packaging in compliance with ISO 14001 conditions should be used.

7.3.

In respect of transportations made by pallets; the SELLER undertakes to use pallets pursuant to
ISPM15 in accordance with international standards and it may not claim additional costs for this.

INSURANCE CLAUSE:
8.1.

9.

The party fulfilling the loading liability (Incoterms2010) (SELLER / STANDARD) shall insure the
Material(s) against all kind of damages which may arise out of events such as loss, theft, accident,
fire, flood, earthquake, etc., which may occur during the forwarding and stocking process (until the
transfer of loading within the Incoterms 2010), based on any values which shall enable them to be
replaced in kind (All Risk and liability insurances), and shall send the insurance policy/policies to
STANDARD along with the dispatch of the goods.

QUALITY AND GUARANTEE CONDITIONS:

9.1.

The SELLER guarantees that all products are produced at a quality in accordance with the
technical drawings, specifications, samples and other definitions to be given, stipulated or
approved by STANDARD or by OEM, or technical specifications that may otherwise be attached
hereto if considered necessary. The properties determined by STANDARD should be reported to
STANDARD at any period required by STANDARD or when otherwise requested. . In order to
achive the objective of zero defect product supply target, the supplier is reponsible to assign a
Product Safety Responsible in its production area.

9.2.

The SELLER may not dispatch materials dated shorter than 6 months for goods with shelf life
longer than 6 months, and dated shorter than 4 months for goods with shelf life shorter than 6
months.

9.3.

The SELLER undertakes to send Material Safety Data Sheet (IFMGBF) before implementation for
chemical materials to be used newly.

9.4.

The SELLER undertakes to input IMDS (International Materials Data System) data relevant to the
part before approval.

9.5.

The SELLER undertakes to comply with current European Union laws relevant to product
contents.

GENERAL TERMS AND

CONDITIONS (Raw Material)
9.6.

The SELLER may participate in an operation system intended for improving quality together with
STANDARD executives. In this case, confidentiality shall be essential in mutual gains.

13.3.

The SELLER is liable for submitting LAYOUT reports to STANDARD in quarterly periods in
accordance with article 8.2.4.1 of ISO/TS 16949.

9.7.

STANDARD may conduct Quality System and Process Audit in production plant and warehouses
of the SELLER. The SELLER is liable to plan and perform any actions determined after the audit.

13.4.

9.8.

STANDARD is entitled to reject materials during first quality control analyses or production
stages due to incompatibility with technical specifications or formed damages. The test conducted
by STANDARD shall constitute basis during acceptance in case of discrepancy in the results of
analysis test conducted by the SELLER and STANDARD. Analyses shall be conducted in a 3rd
party accredited laboratory and values of such analyses shall constitute basis in case of discrepancy
between analysis test results that may arise after acceptance stage.

The Seller is responsible for modification and, if required, free replacement of molds so as to
ensure production for at least 5 years and with 100% capacity with respect to production made
with molds that it produces. It is also responsible for supplying spare parts for 10 years with
respect to machinery and equipment that it produces.

13.5.

If STANDARD encounters any problem during production within shelf life of materials or ONE
YEAR, whichever expires first, as of delivery date; it is responsible for informing the SELLER
within 48 hours and the SELLER is responsible for forwarding a technical personnel to
STANDARD within 48 hours.

9.9.

The SELLER shall be committed to zero defect goal in relation to STANDARD. If the fault free
delivery is not ensured, the SELLER shall agree to interim goals with STANDARD.Interim goal,
defined as upper limit, is specifed with Periodical Supplier Performance Report

13.6.

Materials and specifications and technical drawings to be supplied by STANDARD should be

delivered to the SELLER on agreed deadline. The SELLER is not responsible for failure to
complete production in time due to delays in such deadlines.

9.10.

In case a material in violation of specifications agreed upon by the parties is dispatched and
rejected and / or rejected as a result of incompliance determined later due to one or several of
parameters that were not previously stated, the SELLER shall be responsible for;

13.7.

STANDARD is liable for paying the value of received goods and services on time pursuant to
agreed ordering conditions as specified in article 6. Provisions of articles 4.9, 9.8 and 9.9 are
reserved.

9.11.

14.1.

Transporting the same amount of materials as a replacement for rejected materials and, if
required, a sufficient amount for STANDARD to continue production by a quicker
alternative method at the expense of the SELLER within due period.

Parties to this agreement accept to carry a safety stock at a level sufficient to guarantee production
continuity of STANDARD in the quickest way in case a problem arises in the materials. Such
stock should, in any event, not be less than the need of STANDARD for 3 weeks mutually.

14.2.

Covering values of goods, logistics expenses and losses and damages caused by the
defective products. If the new transportation cannot be made in time and as is due,
STANDARD shall be entitled to make out a return invoice for defective products and also
request a refund provided that it shall have made an advance payment.

In case STANDARD postpones and changes the delivery date with respect to orders for any reason
upon notification 7 days before loading date; the SELLER is, by mutual agreement, liable for
stocking the material subject to order without claiming an additional cost until the requested date
or shipping with another lot on the revised deadline. Shelf life responsibility shall belong to
STANDARD for goods kept in stock.

14.3.

In case of repetition of the defects, STANDARD may request a 100% product control or a
special control in accordance with the principles of the ISO 16949 automotive sector and
supply industry Quality Management System. The SELLER is liable to perform and
report the controls requested.

The SELLER has to advise its storage and materials transfer conditions related to raw materials to
STANDARD upon the first sample dispatch.

After tests and controls, STANDARD requests Corrective / Preventive Action from the SELLER
for materials rejected both during input and production so as to prevent repetition of the fault. The
SELLER is responsible for correcting the fault and completing studies (e.g. 8D report) specified in
Corrective Action Plan within the determined period.

In case the storage and transfer conditions are not mentioned by the SELLER, the latter is liable, in
case of any problems arising due to the storage and transfer conditons, to fulfill the terms and
conditions stipulated under article 9.9.
15.

15.2.

The SELLER may not produce parts produced by knowledge and support of STANDARD or alike
for third parties and establishments without written consent of STANDARD.

9.13.

The SELLER is liable for submitting LAYOUT reports to STANDARD in quarterly periods in
accordance with article 8.2.4.1 of ISO/TS 16949.

15.3.

9.14.

STANDARD reserves the right to specify CS1 Controlled Shipping level 1 (100% control), or
CS2 - Controlled Shipping level 2 (100% control by third parties) or NBH New Business Hold
level, depending on the nature of the defect, the SELLERs ability to manage the issue, &
maximum assurance of customers satisfaction.

Failure to comply with these restrictions shall be accepted as violation of this Agreement by the
SELLER and STANDARD shall be able to initiate all legal proceedings including claim for
compensation.

15.4.

No patents and licenses belonging to the parties to this agreement or third parties shall be breached
during production of the product subject to the purchase order. All responsibility shall belong to
the SELLER in case of such a breach due to operations of the SELLER or any act of the SELLER
in violation of the terms of this agreement.

Standard, without adherence to defect notice terms stipulated in Turkish Commercial Code and the
Code of Obligations, may serve a defect notice at any stage of production without regard to the
delivery date. The Seller may not assert notice period as a defense or objection.

16.

TRANSFER PROHIBITION CONDITIONS:

10.1.

The parties may not transfer their liabilities that may arise from this agreement to third parties
without obtaining written consent of the other party.

10.2.

The SELLER is liable for immediately notifying STANDARD of the situation in case of
occurrence of exceptional circumstances that lead to threat to continuity, direct or indirect transfer,
or complete cessation or slowdown of its business activities or legal structure, and in case of
petitions such as bankruptcy, postponement of bankruptcy, and composition. STANDARD
reserves the right to terminate the agreement in such case.

TERMINATION CONDITIONS:
16.1.

If the SELLER does not comply with or violates these general specifications and dependent
contractual liabilities despite written warnings and notifications to be made by STANDARD;
STANDARD may immediately terminate this Agreement and end its business relationship with the
SELLER, without prejudice to its claim and litigation rights.

16.2.

STANDARD shall be entitled to terminate the agreement upon written notification without
prejudice to any of its rights if the SELLER does not comply with Performance Criteria
determined by STANDARD as objectives on a yearly and monthly basis, and notified to the
SELLER in writing.

16.3.

In case of termination of the Agreement in accordance with Articles 16.1 or 16.2, the SELLER
shall be liable for compensating all peremptory and privative damages and losses of STANDARD
arising from termination and the breach leading to the termination.

16.4.

The obligation to comply with the provisions of these specifications becomes ineffective in case of
force majeure events (strike, lockout, natural disasters, etc.). However, parties shall notify the
situation to each other in advance. The party that does not fulfill the notification liability in time
without any valid reason cannot utilize force majeure provisions. The SELLER is responsible for
preparing and implementing the Emergency Plan to be used in case of occurrence of force majeure
events.

16.5.

Any negligence of the SELLER in respect of compliance with the terms of the agreement entitles
STANDARD to terminate the agreement with immediate effect.

FIRST SAMPLE CONDITIONS

11.1.

Products subject to order, delivered by the SELLER, should be in compliance with technical
documentations of STANDARD or agreed specifications.

11.2.

Technical documentation for products subject to order delivered by the SELLER should be
approved pursuant to PPAP (Production Part Approval Process Current Edition) and technical
documentation to be prepared in the following shipments should comply with PPAP. The
investment expenses of those materials, which have not obtained PPAP approval (mold/equipment,
etc.) shall not be covered.

17.

CUSTOMER OWNERSHIP

12.1.

Fixed assets pass into the ownership of STANDARD following approval for materials and
completion of payment if mold, fixture, equipment production and / or investment related to the
material to be produced was covered by STANDARD.

12.2.

Ownership of such molds belong to STANDARD and they are only provided in consignment to
the relevant company for production of materials requested by STANDARD. The SELLER acts in
the capacity of possessor of such mold only due to business requirements. The SELLER may not
give the mold to another company, lend the mold, or use the mold for the work of another party
without written consent of STANDARD. The SELLER is liable for immediately returning and
delivering molds to STANDARD upon request of STANDARD.

12.3.

The SELLER should carry out and certify examination, experiment and acceptance procedures of
such materials such as amount, quality, inventory and scale in case certain materials used directly
in production are supplied by STANDARD. The responsibility belongs to the SELLER with
respect to defects or faults to be determined afterwards by any party at the stage of production of
materials and raw materials received without acceptance procedures and / or undocumented
acceptance procedures, and STANDARD may not be recoursed for any responsibility and expense.

RESPONSIBILITIES:
13.1.

Standard is responsible for conducting controls regarding compliance of goods received during
material acceptance with the specifications. Rights arising from 9.13 are reserved in case of hidden
defects.

13.2.

The SELLER is responsible for submitting quality control reports showing compliance of goods
shipped in every shipment with the values specified in technical drawings and specifications of
STANDARD.

COMPANY SPECIFIC CONDITIONS:

Such conditions shall be separately specified and identified within the scope of this article in case special
conditions are required due to the property of materials and depending on the type of loading. (Please refer to
Company Specific Conditions APPENDIX 2 (Price agreement and delivery terms text) APPENDIX 4 (Raw
Materials Specific Conditions). In case of any contradiction between the present provisions the clauses in the
Appendices shall be applicable.

If molded production is in question,

13.

INDUSTRIAL PROPERTY AND TRADE SECRET RIGHT CONDITIONS:

Any kind of technical drawing, technical documentation, specification, norm, template,
installation, etc. given by STANDARD or drawn by the SELLER for STANDARD is subject to
absolute trade confidentiality and may by no means be copied, disclosed to third parties, or sold.
Any kind of ownership and right of disposition of such information belong to STANDARD; and
may not be transferred to third parties and establishments.

The SELLER is liable to present to STANDARD any technical documents such as information and
documents, test control reports, etc. requested after the PPAP approval.
12.

STOCKING:

Taking faulty products back,

Sorting out defective products at a location to be determined by STANDARD,

If the SELLER is selected Class-A producer twice in a row in evaluation procedure carried out
once a year by STANDARD, materials shall be directly taken into production upon only control of
parameters to be agreed on so as to define materials. STANDARD accepts to give order priority to
such companies. In order for this rule to be effective; it is imperative for the SELLER to submit the
Analysis Certificate for parameters to be agreed upon.

9.15.

11.

14.

15.1.

9.12.

10.

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18.

RESOLUTION OF DISPUTES:
In case of any dispute regarding execution of this agreement, the dispute should be resolved mutually, however;
Istanbul Courts and Execution Office shall be competent for resolution of disputes provided that a common
understanding cannot be reached and the dispute cannot be resolved. Turkish law shall apply.

19.

EFFECTIVE PERIOD:
This agreement shall be effective for a period of 1 Year (One Year) from the date of execution unless there is an
agreement on the contrary. The agreement shall be renewed with all conditions for the same period unless either
party serves a written notification one month before the expiration of the period. Parties may, at the end of the
term, amend conditions of the agreement for the period extended by mutual agreement.

20.

DATE AND PLACE OF AGREEMENT

This Agreement has been signed and executed on 13.06.2014 in Istanbul by authorized representatives, names
and titles of which are specified in the signatory circular attached hereto, of the parties.

APPENDIX 1: Technical Information

APPENDIX 2: Price Agreement and Delivery Terms text
APPENDIX 3: Standard Profil Otomotiv Sanayi ve Ticaret A.. Payment Plan (Local companies)
APPENDIX 4: Raw Material Specific Conditions
APPENDICES ARE INTEGRAL PARTS OF THIS AGREEMENT