TERMS & CONDITIONS

2 - Prices and Delivery Terms 

a) All prices are quoted in net Euros, unless otherwise specified and are based on EXW – Istanbul, Turkey ( Factory Delivery) according to INCOTERMS 2020. 

b) The Buyer is responsible for all overseas taxes, duties, freight costs, insurance, unloading, and international customs clearance. ERA is responsible only for loading the goods onto the vehicle at its warehouse or factory. 

c) The minimum order value is €1,000 per delivery. Orders below this amount will be subject to an additional €85 documentation and operational fee.

d) Any quotation provided by ERA shall remain valid only for the period specified in the Proforma Invoice from the date of issue. If the Proforma Invoice is not approved by the Buyer within this validity period, ERA reserves the right to amend prices, production time, or any other terms based on prevailing local and global market conditions, and to issue a revised Proforma Invoice.

e) ERA reserves the right to adjust prices to reflect any increase in the cost of goods arising from circumstances beyond its reasonable control, including, but not limited to, unforeseen costs, force majeure events, shortages of raw materials or labour, currency fluctuations, increases in taxes or duties, and increases in production or procurement costs.

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3 - Payment Terms 

a) As mutually agreed upon in writing between ERA and the Buyer, 100% of the total payment shall be settled before production commences.

b) The Buyer shall pay the total amount due under this Proforma Invoice in full, without any deductions, set-offs, counterclaims, discounts, or abatements. 

c) If payment is not received by the due date, ERA may issue payment reminders and, where necessary, suspend further deliveries and initiate appropriate legal action to recover any outstanding amounts.

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4 - Order Modifications and Cancellation 

a) Any request for modification (including finish, size, or quantity) should be submitted in writing within two (2) working days of order confirmation. If production has already commenced, ERA may not be able to accommodate such modifications. Where a modification is an absolute necessity for the Buyer, any additional costs incurred, including pre-production, labour, and raw material costs, shall be borne by the Buyer. The parties will confirm in writing whether the original order remains valid or is to be amended accordingly

b) Orders that have entered production (following written confirmation) and are fully prepared cannot be cancelled under any circumstances. In the event of cancellation, the Buyer agrees to pay the full amount. Delivered goods cannot be cancelled, returned, or refunded for any reason.

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5 - Delivery and Lead Time 

a) The estimated delivery time stated on this Proforma Invoice reflects the projected production timeline and does not constitute a guaranteed delivery date. ERA will make every reasonable effort to meet the indicated delivery date, with the exact timeframe confirmed as production nears completion. Notably, ERA achieved a 96% on-time delivery rate in 2025.

b) Any delay in the delivery of goods, regardless of cause, does not entitle the Buyer to compensation for direct or indirect damages, nor does it grant the Buyer the right to cancel orders that have been prepared and dispatched. In the event of a delay, the Buyer will be notified in advance. ERA shall not be held liable for any losses arising, directly or indirectly, from delivery delays beyond the estimated timeline stated on this Proforma Invoice.

c) ERA assumes no responsibility for delays caused by the forwarding company

d) It should be noted that some shipping companies may unpack pallets dispatched in accordance with ERA's standards and repackage them at their agent's warehouse in the receiving country to accommodate their own vehicles. This practice poses significant risks and may result in damage to the products. The Buyer is strongly advised to notify and warn the shipping company of such potential risks in advance. ERA bears no liability for any damages or losses arising from such incidents.

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6 - Packaging and Quantity Tolerance 

a) ERA is committed to ensuring that packaging and palletizing are sufficiently robust and that products meet the usual quality standards, as specified in the catalogue, including materials, photos, and samples. 

b) ERA reserves the right to deliver a quantity tolerance of ±5% for the furniture legs, The Buyer will be invoiced for the actual quantity delivered.

c) Upon request, ERA may provide photographs/videos of goods and packaging prior to shipment. 

d) ERA evaluates all special packaging and boxing requests on a case-by-case basis. If the cost is within a reasonable range, the requested packaging will be provided free of charge. In cases where the cost surpasses a defined limit, the Buyer will be notified in advance, and the applicable charges will be incorporated into the unit cost.

e) Weight and volumetric data provided for first-time custom-made orders are estimates only and are subject to change. Final figures will be confirmed following packaging. ERA accepts no liability for any discrepancies that may arise during this process, and the measurements and weights recorded at shipment shall be considered final and binding.

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7 - Storage of Goods 

Finished goods will be stored for up to 20 days after notification of readiness in ERA's Warehouse. If collection is not arranged within this period, goods may be transferred to a third-party warehouse at the Buyer’s expense. A storage fee of €20 per pallet per week may apply.

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8 - Additional Buyer Requirements 

a) The Buyer may request additional services such as labeling, supplementary packaging, fittings, or similar requirements. Such requests will be fulfilled where locally available and cost-permitting. Any additional costs deemed excessive will be charged to the Buyer accordingly.

b) Alternatively, the Buyer may arrange to send their own barcodes, screws, fittings or other required materials to ERA for custom-produced orders, hipped via air cargo at the Buyer's own expense. It should be noted that any shipment exceeding 1 kg will be subject to Turkish customs procedures and may result in customs duties and taxes of approximately €500.00. The Buyer is strongly advised to inform ERA of any such requirements prior to placing the order and prior to arranging shipment. 

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9 - Product Specifications 

a) Finishes shown in product photos are provided for reference only. Even though the images in the catalog are high-resolution photographs that closely resemble the actual product, some minor variations between the colors in the photos and the actual products may occur and shall be considered acceptable. 

b) Product samples and catalog materials are non-binding and are intended solely for illustrative or testing purposes, providing only approximate specifications. 

c) ERA reserves the right to modify the technical specifications of standard products in order to enhance quality and performance, provided that such changes do not materially affect the Buyer's intended use or satisfaction. Furthermore, ERA may, at its sole discretion, discontinue the production of certain standard catalog models in future periods.

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10 - Customized Products 

a) Custom-made models are produced exclusively upon written confirmation of detailed dimensions, technical drawings, and sample approval. In the event that technical drawings provided by the Buyer contain incorrect measurements or inaccuracies, ERA shall not be held liable for any resulting errors, and no refund of payment shall be issued. The Buyer bears full responsibility for the accuracy, completeness, and suitability of all submitted designs for their intended application.

b) Custom products are manufactured strictly in accordance with Buyer-approved drawings and specifications. The Buyer bears full responsibility for the accuracy, completeness, and suitability of all submitted designs for their intended application. As ERA does not conduct testing of custom products within end-use environments, ERA cannot guarantee compatibility with the Buyer's specific systems or applications. Accordingly, ERA shall not be held liable in the event that a custom product proves unsuitable for its intended application or fails to perform with full stability.

c) Custom products produced based on the Customer's designs and drawings will remain the sole property of the Customer, and ERA agrees not to manufacture or distribute these products for any other customer without the Customer's written consent. Any custom drawings and designs for which the Goods are not subsequently ordered by the Buyer shall remain the property of the Buyer and shall be kept confidential by ERA. However, ERA may request to manufacture these products for its own catalog with the Buyer’s written consent.

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11 - Shipping Documentation 

a) For sea shipments, ERA will send the shipping documents to the Buyer or Recipient by email as soon as the Shipping Company provides the Sea Waybill (SWB). ERA shall not be liable for any demurrage, detention, or additional charges resulting from container retention, port procedures, or customs delays, unless such charges arise directly from an unjustified delay by ERA in sending the shipping documents. ERA shall not be responsible for any other port, unloading, or documentation costs.

b) For road and air freight shipments, all relevant documentation is delivered directly by the carrier to the Buyer's customs authority.

c) Following the completion of Turkish customs clearance procedures, all relevant documents will be dispatched to the Buyer via email promptly

 

12 - Intellectual Property 

a) ERA retains all intellectual property rights and copyrights related to drawings, cost estimates, samples, models, catalogs, product photos, and similar materials provided to the Buyer. Nothing in these Terms or in the Agreement shall be interpreted as granting the Buyer any license or rights to ERA’s intellectual property related to the Goods or associated materials.

b) ERA shall not be held liable for any claims arising from the conformity of its standard models with the Buyer's designs, specifications, or instructions, nor for any repairs, modifications, or use of the products carried out by third parties.

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13 - Goods Warranty 

The Warranty period is 12 months from delivery against manufacturing defects of the goods purchased herein will conform to ERA's specifications in all respects and be free from defects in workmanship, materials and design under normal use.

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Inspection and Notification; 

The Buyer must inspect the goods upon arrival and notify ERA and the carrier in writing within 30 days of delivery of any shortages, defects, or damage. If no written claim is received within this period, the goods shall be deemed accepted by the Buyer. The warranty is limited to the replacement of defective parts confirmed by ERA’s Quality Department. Replacement parts will be supplied within 30 days after shipment of the goods, where applicable. ERA shall not be liable for damages caused during transportation.

 

Quality Control Responsibility and Valid Claims;  

ERA implements quality control procedures at three stages: Production, Packaging, and Loading. Upon receipt of the goods, the Buyer is responsible for verifying the condition of the products and determining whether any issue originates from ERA. Claims will only be accepted if ERA receives written notification together with photographs and/or videos of the defective goods within 30 days after receipt.

 

Remedy for Valid Claims; 

If a defect caused by ERA is confirmed, ERA will either: 

 - replace the defective products free of charge with the Buyer’s next order, or 

 - deliver the replacement goods under DDP conditions (via air courier or truck) if no further order is planned.

If the defective quantity is minor and replacement shipment is not required, ERA may issue a credit note to balance the account.

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Limitation of Liability; 

ERA shall not be responsible for contractual penalties, indirect losses, or damages paid by the Buyer to third parties as a result of defective products. 

 

Transport Damage; 

In the event of visible damage upon arrival, the Buyer must prepare a damage report with the carrier at the time of delivery. Any damage caused during transportation will be excluded from ERA’s warranty.If the Buyer fails to issue a formal written report of defective merchandise within 30 days of receiving the supply. Goods shall be deemed accepted by the Buyer.

 

Warranty Exclusions; 

The warranty does not cover damages caused by external factors beyond ERA’s control, modifications or structural changes made by the Buyer, the user, or third parties, normal wear and tear, use in unsuitable environments, or any other causes not attributable to ERA. The warranty also excludes damage resulting from the Buyer’s failure to comply with ERA’s operating, installation, or technical instructions, as well as improper storage or handling of the products.

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14 - Force Majeure 

ERA shall not be liable for delays, suspension, or cancellation of delivery schedules resulting from force majeure events beyond its reasonable control. Such events include, but are not limited to:

a) War, whether declared or not, threat or preparation for war, invasion, civil unrest, riots, government interference, acts of terrorism or threats of terrorism, or vandalism.

b) Strikes, lockouts, industrial actions, outbreaks of disease, or related lockdown measures. 

c) Natural disasters, including fire, explosion, storm, flood, earthquake, subsidence, or other similar events. 

d) Governmental or economic restrictions, including export or import bans, mobilization, exchange controls, transportation barriers, delays or non-delivery by subcontractors, electricity shortages, production disruptions, pandemics, quarantine measures, accidents, sudden workforce reductions, or bankruptcy.

e) Inability to use transportation, including railways, sea transport, aircraft, motor vehicles, or other public or private transport systems.

f) Failure or unavailability of telecommunication networks. 

g) Acts, decrees, laws, regulations, or restrictions issued by any government authority 

or any other circumstances beyond ERA’s reasonable control. 

In the event of force majeure circumstances, ERA shall be fully exempt from liability for any delays or non-performance and shall not be held responsible for any direct, indirect, or consequential damages or losses, loss of profit, or contractual penalties incurred by the Buyer or any third parties

The risk of non-delivery of goods arising from such force majeure events shall be borne solely by the Buyer. 

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15 - Limitation of Liability 

ERA’s total liability arising from any contract shall be limited to the value of the goods supplied. ERA shall not be liable for indirect or consequential losses, including loss of profit, production, or business.

 

16 - Governing Law and Jurisdiction 

a) These Terms of Sale shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG).

b) This sales agreement between ERA and the Buyer shall be governed by and interpreted in accordance with the laws of the Republic of Turkey, and the competent Turkish courts shall have jurisdiction.

 

17 - Buyer Confirmation 

By confirming the Proforma Invoice, the Buyer acknowledges and accepts these Terms & Conditions of Sale.