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Inspection Services Agreement

ARTICLE 1. PARTIES TO THE CONTRACT


This contract is executed between BUILDEAZER ELEKTRONİK TİCARET VE BİLİŞİM HİZMETLERİ LİMİTED ŞİRKETİ (hereinafter referred to as “Buildeazer”) and BUREAU VERITAS GÖZETİM HİZMETLERİ LTD. ŞTİ. (hereinafter referred to as “BVGH”), under the terms and conditions set forth below. Hereinafter, “Buildeazer.com” and “BVGH” shall collectively be referred to as “both Parties” or “Parties,” and individually as “Party.”

2.1. Buildeazer

  • Corporate Name: BUILDEAZER ELEKTRONİK TİCARET VE BİLİŞİM HİZMETLERİ LİMİTED ŞİRKETİ
  • Address: Maslak Mahallesi, Taş Yoncası Sokak, Agaoglu Maslak1453 Sitesi, No: I, AE/Cl 1BLOK, Door No. 106, P.K. 34398, Istanbul, Turkey
  • Tax Office and No: 1881143345
  • Phone: 00903190270
  • Fax:
  • Email for Notifications: CEO@Buildeazer.com

2.2. BVGH

  • Corporate Name: BUREAU VERITAS GÖZETİM HİZMETLERİ LTD. ŞTİ.
  • Address: Pasco Plaza Altayçeşme Mh. Çamlı Sk. No: 21, Floor: 8, 34843 Maltepe/İST
  • Tax Office and No:
  • Phone:
  • Email for Notifications:
  • Fax:

BVGH provides testing, inspection, and certification services worldwide. These services include studies, measurements, and analyses related to the production equipment, facilities, operations, and quality of products in the maritime, land, and air transport sectors, as well as the compliance of services provided and the management and programs used in these sectors with standards. Additionally, BVGH conducts quality assurance and production evaluations, including project management of building construction and construction works. BVGH holds the status of an independent third-party inspection entity for the aforementioned services.

2.3. Both Parties have accepted the addresses specified in Articles 2.1 and 2.2 as their official notification addresses. Unless address changes are duly notified to the other Party, any notification made to the last reported address shall be deemed delivered to the relevant Party.

The subject of this contract is to define the terms and conditions under which inspection services will be provided to Buyers who purchase products offered on Buildeazer’s websites, upon their request. This contract is of an intermediary nature, aiming to establish the terms and conditions of the relationship between BVGH and Buildeazer concerning the inspection services to be provided to Buyers through an inspection agreement that BVGH will enter into with Buyers.

Under this Agreement, Sellers are third parties authorized by Buildeazer to sell products and goods listed on Buildeazer’s website. BVGH’s sole counterpart under this Agreement is Buildeazer, and it has no contractual relationship with the existing and potential Sellers.

4.1 BVGH shall provide qualified, licensed, or certified personnel experienced in the production processes of the product for which the Buyer requests inspection services. BVGH guarantees that all personnel employed or subcontracted to perform these services possess the necessary training, licenses, and permissions.

4.2 Inspectors appointed by BVGH must conduct the inspection professionally and ethically. They shall not accept or request any gifts or benefits from the seller, manufacturer, or their representatives.

4.3 The inspection services will be carried out by BVGH’s team at the workplace and facilities of the Seller, as designated and informed by Buildeazer. All information regarding the Seller will be provided to BVGH by Buildeazer.

4.4 The communication and correspondence languages will be Turkish and English. In case of disputes, the original language of the correspondence will prevail. If correspondence is in both languages, the Turkish version will be considered binding. The Inspection Report will be prepared exclusively in English.

4.5 BVGH is responsible only for the inspection service outlined in this agreement and does not provide any guarantee or commitment regarding the inspected goods or products. BVGH shall not be liable for any deficiencies or non-conformance to the agreed specifications of the products.

4.6 BVGH explicitly states that it is an independent third-party inspection organization and does not act as a guarantor or assume responsibility for any defects, deficiencies, or damages related to the products. It is not a party to any consumer rights and obligations that may arise under consumer protection laws.

5.1 Buildeazer will facilitate communication between the Buyer requesting inspection services, the Seller of the inspected product, and BVGH. Buildeazer will assign a person to oversee the inspection process, and BVGH will coordinate the process through this individual.

5.2 Buildeazer will monitor the performance of agreements with potential customers and ensure the service quality aligns with BVGH’s standards. Buildeazer will collaborate with BVGH on any issues or disruptions that arise during service delivery.

5.3 The Seller, as identified by Buildeazer, will be responsible for compliance with legal regulations and occupational safety requirements at the inspection site. Buildeazer will notify the Seller accordingly. All responsibilities arising from the Occupational Health and Safety Law No. 6331 will rest with the Seller. In case of a workplace accident during the inspection, if BVGH is implicated in the investigation or held liable, Buildeazer will indemnify BVGH for any liabilities, covering all costs and damages immediately.

BVGH ensures that its personnel are trained in occupational health and safety. If necessary, BVGH may provide Buildeazer with certification samples for the personnel employed at the Seller’s workplace.

5.4 In accordance with Article 16 (1) of the Occupational Health and Safety Risk Assessment Regulation, which mandates informing employees and external workers about potential health and safety risks and corrective measures, the Seller must share all relevant information with BVGH personnel before commencing work. Buildeazer will ensure the Seller provides this information in writing or will do so itself if required. The Seller and Buildeazer will be held accountable for any failure to provide timely and adequate information.

5.5 If Buildeazer requests a change of inspector, BVGH will appoint a new inspector within three days. Buildeazer will provide BVGH with the necessary technical capabilities to display and update information related to BVGH on the allocated platform. Buildeazer is also responsible for ensuring BVGH complies with all legal and regulatory requirements before commencing electronic commerce activities.

6.1 The inspection service fee will be determined by BVGH and communicated to Buildeazer, who will then add its service fee and present the total to the Buyer for approval. Buildeazer acknowledges that fees may vary based on region or location and that BVGH reserves the right to update its inspection service fees. However, once a final price is quoted to a specific customer, it cannot be altered.

6.2 Upon completion of the inspection report, BVGH will issue an invoice to the Buyer. Buildeazer will issue a commission invoice to BVGH, and after reconciling the invoices, Buildeazer will pay the remaining balance to BVGH within three days of the invoice date.

6.3 The inspection service fees are due and payable to BVGH even if an adverse report is issued.

6.4 BVGH cannot request payment or must refund any payment received if inspections are not conducted in accordance with international standards, ISO 17020 accreditation rules, and BVGH’s internal procedures.

6.5 For inspections conducted outside the city or requiring special procedures, BVGH may request an advance payment not exceeding 25% of the inspection service fee from Buildeazer.

6.6 If the inspection needs to be repeated due to issues caused by the Seller, Buildeazer agrees to pay BVGH the same fee as invoiced for the initial inspection.

Buildeazer guarantees that all documents, information, and materials provided to BVGH under this Agreement do not infringe on any third-party intellectual property rights.

Buildeazer will take all necessary steps to remove obstacles and resolve interruptions encountered in the performance of services.

Stamp duty arising from this Agreement will be borne equally by the Parties.

7.1 Either party may unilaterally and without compensation terminate this agreement and its annexes with one (1) month’s written notice. Upon termination, the Parties will fulfill all accrued rights and obligations until the termination date. No party will be obligated to pay compensation for unilateral termination under this article.

7.2 Without prejudice to other rights or remedies, either party may terminate the agreement immediately and without compensation upon written notice if:

  • Buildeazer fails to make any payment due by the final payment date and does not remedy the breach within ten (10) days after receiving written notice.
  • A material breach of the agreement occurs and is not remedied within ten (10) days after written notice.
  • There are repeated breaches that undermine the intention or ability to perform the agreement.
  • The party becomes unable to pay its debts as they fall due.
  • Bankruptcy, receivership, or judicial management is initiated against the party.
  • The party transfers or assigns any rights or obligations under the agreement contrary to its terms.
  • The party suspends or halts a significant portion of its business.

7.3 Upon termination (regardless of cause), provisions regarding confidentiality, intellectual property, trade laws, personal data protection, and jurisdiction will remain in full effect indefinitely.

8.1 If any provision of this Agreement is deemed invalid or unenforceable by the parties or in accordance with a decision of a legal authority, the relevant provision shall be removed, and the remaining provisions shall remain in effect.

8.2 The parties may assign certain rights and obligations under this Agreement to independent contractors or other third parties; however, neither the entire Agreement nor any part of it may be assigned to any person or entity without prior consent.

8.3 The parties undertake to comply with all applicable laws and regulations concerning confidentiality and personal data protection, particularly the Personal Data Protection Law No. 6698 and its secondary regulations, and agree to complete an annex detailing the personal data to be processed when necessary.

8.4 Unless otherwise explicitly stated in the Agreement, and to the fullest extent permitted by law, a third party shall not have any rights under this Agreement. However, buyers with whom BVGH has entered into a contract may benefit from the provisions of this Agreement.

8.5 No provision of this Agreement shall be applied or interpreted in a way that restricts BVGH’s right to provide the same and/or similar services to Buildeazer’s competitors and/or other companies operating in the same industry as Buildeazer.

8.6 The Buyer ensures that all documents, information, and materials provided to BVGH under this Agreement do not infringe on any third-party patents, copyrights, trademarks, trade secrets, licenses, or other intellectual property rights, or any violations or abuse thereof.

8.7 The Buyer shall take all necessary steps to eliminate any obstacles encountered in the provision of services and resolve any interruptions.

9.1 “Confidential Information” refers to any technical, environmental, commercial, legal, and financial information related directly or indirectly to the parties and/or the Agreement, including but not limited to any information disclosed by one party to the other in any form.

9.2 Except where necessary for the provision of Services, both parties shall not disclose or use any confidential information or financial or commercial data obtained during the performance of this Agreement without the prior written consent of the disclosing party.

9.3 The parties shall not share, allow third parties to review or replicate, or disclose any information or documents acquired from each other under this Agreement. The confidentiality of such information and documents shall be the responsibility of the parties.

9.4 The confidentiality obligation shall not apply in the following cases:

  • If the seller consents to the disclosure of information to a specific third party for a particular purpose,
  • If required by the provisions of any applicable law or at the request of authorized national official bodies,
  • If disclosure is requested by a third party who has obtained a judicial decision,
  • If disclosure is deemed appropriate under any law or regulation.

9.5 Both parties may use this information and documents only within their own companies to achieve the purpose of this Agreement.

9.6 The confidentiality obligations of the parties under this Agreement shall remain valid indefinitely and binding on the parties even after the termination or expiration of the Agreement, for any reason.

9.7 Both parties undertake to comply with all applicable laws and regulations concerning confidentiality and personal data protection, particularly the Personal Data Protection Law No. 6698 and its secondary regulations, and agree to complete an annex detailing the personal data to be processed when necessary.

9.8 In the event of the termination or cancellation of the Agreement for any reason, each party shall return or destroy any Confidential Information and personal data of the other party that it holds or controls, in accordance with applicable legislation; however, nothing in this clause shall prevent the Company from retaining copies of Reports and analyses as required by its record-keeping policies, regulations, or accreditation bodies.

10.1 “Intellectual Property” refers to all patents, invention rights, utility models, copyrights, related rights, trademarks, logos, service marks, business and domain names, commercial presentation or appearance rights, reputation rights, design rights, computer software rights, database rights, topography rights, moral rights, trade secrets (including know-how), and all other intellectual property rights, as well as any similar or equivalent rights or forms of protection anywhere in the world, regardless of whether such rights are registered or unregistered.

10.2 Each party is the exclusive owner of all rights to the Intellectual Property it creates, whether before or after the commencement of this Agreement and regardless of whether it is connected to any other Agreement between the parties.

10.3 Neither party shall contest the validity of the other party’s Intellectual Property rights or engage in any actions that could damage the value or goodwill associated with the other party’s or its affiliates’ Intellectual Property rights.

10.4 BVGH and its affiliates’ names, service marks, trademarks, copyrights, or other Intellectual Property Rights shall not be used except with prior written approval, and in such cases, only as specifically directed by BVGH.

10.5 For the avoidance of doubt, no statement in any reports or other writings shall transfer ownership or licensing rights to BVGH’s Intellectual Property, including its proprietary software, monitoring methods, training materials, procedures, protocols, or any other Intellectual Property used or developed to provide services or prepare reports. These remain the exclusive property of BVGH. Reports do not convey ownership or licensing rights to any third-party Intellectual Property referenced or cited in the reports.

11.1 This Agreement does not grant exclusivity to BVGH in any manner, and BVGH reserves the right to provide services to Buildeazer, as well as to other companies, either independently or alongside Buildeazer.

11.2 By signing this Agreement, the parties acknowledge and agree that this Agreement and its annexes do not establish any commercial partnership, representation, agency, commercial agency, commissionership, or any other partnership relationship under any name, and this Agreement shall not be interpreted as such.

  • 12.1: Both parties agree to be responsible only for direct damages, which are defined as damages directly caused by their actions or legal faults within the scope of this contract.
  • 12.2: Any compensation obligation of one party towards the other is only related to damages directly associated with the fault of the responsible party, as determined by legal authorities. Indirect damages (e.g., loss of profit, reputation, business interruptions) are not covered by compensation.
  • 13.1: “Force Majeure” refers to events beyond the reasonable control of the party, which make it impossible to fulfill the obligations under this contract. These events cannot be foreseen or mitigated by reasonable planning and effort.
  • 13.2: If a party cannot fulfill its obligations due to Force Majeure, they must immediately notify the other party, explaining the reasons and efforts to mitigate the impact.
  • 13.3: Neither party will be responsible for losses or damages arising from Force Majeure events. If the inability to perform continues for more than 15 days, the unaffected party has the right to terminate the contract without any obligations.
  • The contract and any disputes arising from it will be governed by the laws of the Republic of Turkey, and interpreted in accordance with Turkish laws. The exclusive jurisdiction for resolving disputes is the Istanbul Anadolu Courts and Enforcement Offices.
  • This contract, with the conditions mentioned above, consists of 2 copies, 8 pages, and 16 articles. It was signed by the authorized representatives of both parties on 08/11/2024. The signature circulars of the parties were attached, and the signed copies have been exchanged.