Terms of Service

Last Updated: October 23, 2025

Welcome to Uyarlı Synergy Foreign Trade Ltd. ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your use of our website uyarlisynergy.com (the "Site") and our services related to food production machinery, equipment, and consultancy.

By accessing or using our Site and services, you agree to be bound by these Terms. If you do not agree, please do not use our services.

1. Definitions

  • "Services" refers to all consultancy, machinery supply, spare parts, technical support, and project management services provided by Uyarlı Synergy
  • "Client" or "you" refers to the individual or entity using our services
  • "Agreement" refers to these Terms along with any additional contracts or purchase orders
  • "Products" refers to machinery, equipment, and spare parts supplied by us

2. Scope of Services

2.1 Our Services Include:

  • Turnkey production line consultancy and installation
  • Machinery and equipment supply
  • Spare parts supply and inventory management
  • Technical support and maintenance services
  • Investment and project consultancy
  • Export and logistics management

2.2 Service Delivery

All services are provided according to specifications agreed upon in individual project proposals, quotations, or contracts. Specific terms may vary based on project requirements.

3. Eligibility

You must be:

  • At least 18 years of age
  • Authorized to enter into binding contracts
  • Representing a legitimate business entity for commercial transactions

4. Quotations and Orders

4.1 Quotations

  • All quotations are valid for 30 days unless otherwise specified
  • Prices are subject to change based on currency fluctuations, material costs, and manufacturer pricing
  • Quotations do not constitute a binding offer until confirmed by both parties

4.2 Orders

  • Orders are confirmed upon receipt of a signed purchase order or contract
  • Payment terms are specified in individual agreements
  • We reserve the right to refuse or cancel orders in our discretion

5. Pricing and Payment

5.1 Prices

  • All prices are quoted in USD or EUR unless otherwise specified
  • Prices exclude taxes, customs duties, shipping, and insurance unless stated otherwise
  • Additional costs (installation, training, permits) are specified separately

5.2 Payment Terms

  • Standard payment terms: 30% deposit, 60% before shipment, 10% after installation
  • Payment methods: Bank transfer (wire transfer)
  • Late payments may incur interest charges of 1.5% per month
  • We reserve the right to suspend services for non-payment

5.3 Taxes and Duties

  • Clients are responsible for all import duties, taxes, and customs clearance in their country
  • Turkish taxes and export documentation are handled by us

6. Delivery and Shipping

6.1 Delivery Terms

  • Delivery timelines are estimates and subject to manufacturer availability
  • Delivery terms follow Incoterms 2020 (typically FOB, CIF, or DDP as agreed)
  • Risk transfers according to agreed Incoterms

6.2 Delays

  • We are not liable for delays caused by force majeure, customs, shipping carriers, or factors beyond our control
  • Estimated delivery dates are approximate and not guaranteed

6.3 Inspection

  • Clients must inspect goods upon delivery
  • Claims for shipping damage must be reported within 7 days
  • Claims for defects must be reported within 30 days

7. Installation and Commissioning

7.1 Installation Services

  • Installation services are provided as specified in project agreements
  • Client must provide suitable site conditions, utilities, and access
  • Additional costs for site preparation are client's responsibility

7.2 Acceptance

  • Equipment is deemed accepted after successful commissioning tests
  • Any deficiencies must be reported during commissioning period

8. Warranties and Guarantees

8.1 Equipment Warranty

  • Standard manufacturer warranty: 12 months from commissioning or 18 months from delivery (whichever comes first)
  • Warranty covers manufacturing defects and workmanship
  • Warranty excludes normal wear, misuse, unauthorized modifications, or improper maintenance

8.2 Warranty Claims

  • Claims must be made in writing with supporting documentation
  • We will repair or replace defective parts at our discretion
  • Client bears shipping costs for warranty parts (unless otherwise agreed)

8.3 Exclusions

Warranty does not cover:

  • Consumable parts and wear items
  • Damage from improper use, negligence, or accidents
  • Unauthorized repairs or modifications
  • Force majeure events
  • Failure to follow operating instructions

9. Technical Support and Maintenance

9.1 Support Services

  • Remote technical support via phone and email
  • On-site support available at additional cost
  • Spare parts supply with priority delivery

9.2 Maintenance

  • Clients are responsible for routine maintenance per manufacturer guidelines
  • Preventive maintenance contracts available separately
  • Failure to maintain equipment may void warranty

10. Intellectual Property

10.1 Ownership

  • All technical documentation, drawings, and specifications remain our property or our suppliers'
  • Clients receive a non-exclusive license to use documentation for equipment operation
  • Clients may not reproduce, modify, or distribute documentation without permission

10.2 Trademarks

  • All trademarks, logos, and brand names are property of respective owners
  • Clients may not use our trademarks without written permission

11. Confidentiality

11.1 Confidential Information

  • Both parties agree to keep confidential all proprietary information exchanged
  • Confidential information includes pricing, technical specifications, business strategies, and client data
  • Obligation survives termination of services

11.2 Exceptions

Confidentiality does not apply to information that:

  • Is publicly available
  • Was known before disclosure
  • Is independently developed
  • Must be disclosed by law

12. Limitation of Liability

12.1 Liability Cap

  • Our total liability is limited to the amount paid for the specific service or product
  • This applies to all claims including contract, negligence, or tort

12.2 Excluded Damages

We are not liable for:

  • Indirect, incidental, or consequential damages
  • Loss of profits, revenue, or business opportunity
  • Production downtime or delays
  • Data loss or corruption
  • Third-party claims

12.3 Exceptions

Limitations do not apply to:

  • Gross negligence or willful misconduct
  • Personal injury or death
  • Fraud or fraudulent misrepresentation
  • Liabilities that cannot be limited by law

13. Indemnification

Client agrees to indemnify and hold us harmless from claims arising from:

  • Client's misuse of products or services
  • Violation of these Terms
  • Infringement of third-party rights
  • Client's negligence or willful misconduct

14. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including:

  • Natural disasters, epidemics, pandemics
  • War, terrorism, civil unrest
  • Government actions, embargoes, sanctions
  • Labor strikes or disputes
  • Supplier or manufacturer delays
  • Transportation disruptions

15. Termination

15.1 Termination by Client

  • Client may terminate with 30 days written notice
  • Client remains liable for work completed and committed costs
  • Deposits and advance payments are non-refundable

15.2 Termination by Us

We may terminate immediately if:

  • Client breaches these Terms
  • Client fails to make payments
  • Client's conduct is unlawful or harmful

15.3 Effect of Termination

  • All outstanding payments become immediately due
  • We may retain deposits and payments for work completed
  • Confidentiality and intellectual property provisions survive

16. Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the Republic of Turkey.

16.2 Jurisdiction

Courts of Eskişehir, Turkey have exclusive jurisdiction for disputes.

16.3 Arbitration (Optional)

  • Parties may agree to arbitration under Turkish Arbitration Law
  • Arbitration conducted in English or Turkish in Eskişehir
  • Arbitration decision is final and binding

16.4 Amicable Resolution

Parties agree to attempt good faith negotiation before legal action.

17. General Provisions

17.1 Entire Agreement

These Terms, along with project-specific contracts, constitute the entire agreement.

17.2 Amendments

We may modify these Terms at any time. Continued use after changes constitutes acceptance. Material changes will be notified via email or Site notice.

17.3 Severability

If any provision is invalid, the remaining provisions remain in effect.

17.4 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

17.5 Assignment

  • Client may not assign rights without our written consent
  • We may assign to affiliates or in connection with business transfers

17.6 Language

These Terms are prepared in English. In case of translation discrepancies, the English version prevails.

18. Export Compliance

18.1 Export Controls

  • Products may be subject to Turkish and international export regulations
  • Client must comply with all applicable export control laws
  • Client may not export to embargoed countries or restricted parties

18.2 End-Use Certification

  • Client may be required to provide end-use certificates
  • Products must be used for lawful purposes only

19. Anti-Corruption and Ethics

  • All parties must comply with anti-bribery and anti-corruption laws
  • No party shall offer or accept bribes, kickbacks, or improper payments
  • All dealings must be transparent and ethical

20. Notice

All notices must be in writing and sent to:

Uyarlı Synergy Foreign Trade Ltd.
Kumlubel Mah. Aydınlı Sok. 74/8
Tepebaşı 26220
Eskişehir, Turkey

Email: info@uyarlisynergy.com
Phone: +90 532 723 39 97

Notices are effective upon receipt.

21. Contact Information

For questions about these Terms of Service:

Uyarlı Synergy Foreign Trade Ltd.
Address: Kumlubel Mah. Aydınlı Sok. 74/8, Tepebaşı 26220, Eskişehir, Turkey
Email: info@uyarlisynergy.com
Phone: +90 532 723 39 97
Website: uyarlisynergy.com

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.