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Inspection Services Agreement for Buyers

ARTICLE 1. PARTIES TO THE AGREEMENT

This agreement is executed between ………………………………. (hereinafter referred to as the “BUYER”) on one side, and BUREAU VERITAS GÖZETİM HİZMETLERİ LTD. ŞTİ. (hereinafter referred to as “BVGH”) on the other side, under the terms and conditions set forth below.

2.1. Buildeazer: Refers to the owner of the platform (website) (www.Buildeazer.com).

2.2. BVGH: Refers to the inspection/supervision company.

  • Name: BUREAU VERITAS GÖZETİM HİZMETLERİ LTD. ŞTİ.
  • Address: Paseo Plaza Altayçeşme Mh. Çamlı Sk. No: 21, Floor: 8, 34843 Maltepe/İSTANBUL
  • Tax Office and Number: [To be provided]
  • Telephone and Fax Numbers: [To be provided]

2.3. BUYER: Refers to the end consumer who purchases products/services. The BUYER is the individual who makes purchases through the website and, if desired, requests inspection services, and electronically approves BVGH’s general terms and conditions, i.e., this document.

2.4. SELLER: Refers to the company authorized by Buildeazer and registered on Buildeazer’s website, which manufactures the products.

2.5. SERVICES: [Details to be provided]

 

INTRODUCTION:
BVGH offers testing, inspection, and certification services worldwide. This includes conducting studies, measurements, and analyses to ensure the compliance of materials, manufacturing equipment, facility operations, and product quality with applicable standards across all areas of the maritime, land, and air transportation sectors. Additionally, BVGH performs quality assurance and production evaluations, including project management of building constructions and construction works. BVGH serves as an independent and impartial third-party inspection organization concerning the aforementioned services.

The subject of this agreement is to define the terms and conditions of the relationship between the BUYER and BVGH concerning the provision of inspection services for the products purchased electronically by the BUYER from Buildeazer’s website at http://www…….com. It also outlines the rights and obligations of the parties.

The BUYER declares and acknowledges that BVGH has clearly and understandably informed them in an internet-compatible manner about the name, title, full address, phone number, and other contact information of BVGH; the essential characteristics of the services; the service price, including taxes; the method of payment; and related costs. The BUYER further confirms electronically verifying these pre-contractual details and subsequently placing an order for the services under the terms of this agreement.

The pre-information provided on the website http://www…….com and the invoice issued based on the order placed by the Buyer are integral parts of these general terms and conditions.

In the event of order placement, the Buyer is deemed to have accepted these terms without objection.

The proposed fee will be displayed on the website and must be approved by the Buyer. BVGH will issue an invoice to the Buyer for the total amount.

If the Buyer requests additional services, BVGH will provide an additional quotation for such services to the Buyer.

4.1. Service Standards
BVGH shall provide the Services and Reports for the Buyer with reasonable care, skill, and diligence in accordance with:

  • The specific requirements set forth in the agreement; and
  • The professional industry standards, applicable regulations, and instructions provided by authorized entities, employing the methods it deems appropriate under the circumstances.

4.2. Timely Execution
BVGH will endeavor to provide the Services within the externally agreed timelines. BVGH shall organize the inspection within three (3) days following the Buyer’s confirmation of the inspection order on the website.

4.3. Information and Reporting
As an independent entity, BVGH will provide information and deliver inspection reports at the service location in accordance with regulatory requirements, general industry standards, and mutually agreed-upon terms between the parties.

4.4. Impartial Inspections
BVGH shall conduct inspections adhering to the principles of independence, impartiality, and objectivity as agreed between the parties. The findings will be communicated to the Buyer in the form of an Inspection Report.

4.5. Exclusion of Third-Party Responsibilities
While providing the Services, BVGH does not act as a substitute for designers, architects, builders, contractors, manufacturers, producers, operators, transporters, importers, or property owners. These entities retain their responsibilities regardless of BVGH’s actions. Furthermore, if the Buyer exempts any third party from responsibilities related to the Buyer’s products or services, or the information relied upon by BVGH while providing the Services, such exemptions shall not result in any increase in BVGH’s liability.

4.6. Disclaimer of Warranty
BVGH does not assume the role of an insurer or guarantor concerning the adequacy, quality, merchantability, suitability for purpose, compliance, or performance of the products, services, or activities it inspects or oversees.

4.7. Reporting Limitations
The Reports are based solely on the written information, documents, and samples provided by the Buyer before the Services are performed. BVGH shall not be held liable for any errors, omissions, or ambiguities in the Reports caused by inaccurate or incomplete information provided by the Buyer. Reports reflect BVGH’s findings as of the date of Service performance. Unless explicitly agreed otherwise, BVGH is not obligated to update Reports after delivery.

4.8. Sample-Based Findings
For Services requiring sample collection, BVGH’s Reports will only include findings related to the specific samples identified within the relevant Report. Unless explicitly stated, the findings in the Reports do not represent or guarantee the quality or characteristics of the facilities, systems, bulk products, batches, or other groupings from which the samples were taken. The Buyer acknowledges that Reports should not be relied upon as general representations of quality or characteristics. Unless expressly agreed otherwise, BVGH may, at its sole discretion, retain, return, or destroy samples provided for the Services without obligation.

4.9. Informational Use of Documents

Documents such as sales contracts, supply or employment agreements, letters of credit, bills of lading, specifications, data sheets, commissioning letters, appointment letters, certificates of acceptance or conformity, or other commitments disclosed to BVGH that have been executed between the Buyer and other related parties shall be considered for informational purposes only. These documents shall neither expand nor restrict BVGH’s scope of obligations under the Services or this Agreement.

4.10. Right to Replace Personnel

BVGH reserves the right to replace the personnel assigned to the Services at any time with other personnel of approximately equivalent expertise. Unless explicitly agreed in writing or required by mandatory provisions of any applicable accreditation program or binding legal regulations, BVGH does not guarantee or warrant that its personnel possess any specific certifications.

5.1 The Buyer shall ensure that all documents, information, and materials provided to BVGH under this Agreement do not infringe upon any patent, copyright, trademark, trade secret, license, or any other intellectual property rights or registered rights of any third party. In the event of a breach of this provision, any claims or demands regarding intellectual property rights that may be directed to BVGH by third parties will be solely addressed to the potential sellers, and BVGH shall not be held liable under any circumstances, whether under a specific name or otherwise.

5.2 In providing the Services, the Buyer acknowledges that BVGH is not obligated to guarantee any specific outcome, but rather only to provide the Services as specified. The Buyer is responsible for exercising independent judgment regarding any information or advice provided by BVGH. BVGH or its representatives do not provide any guarantee regarding the quality, results, effectiveness, or appropriateness of any decisions made or actions taken based on the reports provided under this Agreement.

5.3 If any action, omission, fault, or negligence of the Buyer, its agents, subcontractors, consultants, or employees hinders or delays BVGH’s performance of its obligations under this Agreement, BVGH shall not be held responsible for any costs, expenses, or losses arising directly or indirectly from such hindrances or delays.

5.4 The platform owner Buildazer and/or the Seller shall provide, in a timely and free manner, the necessary access to the Buyer’s (or any other relevant party’s) premises or personnel to enable BVGH’s representatives, subcontractors, and agents to perform the Services. BVGH shall have no liability in this regard. The platform owner Buildazer and/or the Seller shall be responsible for preparing and maintaining the relevant premises for the provision of Services, including identifying, monitoring, rectifying, or removing any potentially hazardous conditions or materials, prior to and during the provision of the Services. They shall take all necessary measures to ensure the safety and security of the working conditions during the provision of the Services and will provide written and verbal information regarding all applicable health and safety regulations and other reasonable security requirements.

5.5 BVGH shall not be responsible for ensuring the timely and free provision of transportation facilities or equipment to its representatives, subcontractors, and agents, nor for ensuring that the equipment is fit for use and meets the relevant and applicable standards or requirements. Furthermore, BVGH shall not be liable for any failure or deficiency in equipment or transportation.

5.6 If the Buyer expects any report to be used in any legal prosecution, arbitration, dispute resolution forum, or any other legal process, the Buyer shall notify BVGH in writing regarding this matter prior to submitting the Order Form for the Services, and in any case, prior to the use of the said reports in such legal processes. The Parties acknowledge that unless BVGH has provided prior written consent, BVGH shall not be obligated to provide an expert or specialist for any such legal proceedings.

5.7 Regarding health and safety matters, the Buyer acknowledges that each of BVGH’s representatives, employees, subcontractors, and agents is granted the “right to stop working” at their sole discretion, if they or any other BVGH personnel have concerns regarding health and safety, allowing them to leave the facility. The Buyer agrees that BVGH shall not incur any liability arising from the exercise of such discretionary authority.

6.1 “Intellectual Property” refers to all patents, invention rights, utility models, copyrights and related rights, trademarks, logos, service marks, business and domain names, rights to trade dress or appearance, reputation rights, design rights, computer software rights, database rights, topography rights, moral rights, rights to confidential information (including know-how and trade secrets), methods and protocols for the Services, and all other intellectual property rights, as well as all similar or equivalent rights or forms of protection worldwide, regardless of whether such rights are registered or unregistered.

6.2 Each Party shall exclusively own all intellectual property rights it creates, whether prior to or after the commencement of this Agreement, and regardless of whether such rights are associated with any other agreement between the Parties.

6.3 Neither Party shall dispute the validity of the other Party’s intellectual property rights nor engage in any activity that may damage the value or goodwill associated with the other Party’s intellectual property rights or those of its affiliates.

6.4 The names, service marks, trademarks, copyrights, or other intellectual property rights of BVGH and its affiliates shall not be used by the Buyer, except with BVGH’s prior written consent. If written consent is granted, the Buyer shall use such intellectual property only as specified by BVGH.

6.5 To avoid any doubt, it should be noted that no statement in the Reports or any other written material shall grant any ownership or licensing rights to BVGH’s intellectual property, including its proprietary software, monitoring methods, training materials and procedures, protocols, or any other intellectual property developed or used by BVGH in delivering the Services or preparing the reports. All such intellectual property shall remain the exclusive property of BVGH. The Reports do not provide any ownership or licensing rights for intellectual property belonging to third parties that may be referenced or included in the Reports.

7.1 “Confidential Information” refers to any information disclosed by one Party to the other, directly or indirectly, that is related to or relevant to the Parties and/or the Agreement, including but not limited to technical, environmental, commercial, legal, and financial information, in any form.

7.2 Except as necessary for BVGH to provide its Services, both Parties agree not to disclose or use any Confidential Information, financial or commercial information acquired during the performance of the Agreement, or any Confidential Information, without the prior written consent of the disclosing Party.

 

7.3 Confidentiality Commitment:

• Any information that becomes publicly accessible due to an action by the Receiving Party or any other reason other than as a result of a disclosure by the Disclosing Party;
• Information in the possession of the Receiving Party lawfully before disclosure and without the imposition of any confidentiality obligations;
• Information disclosed to the Receiving Party by a third party who has not received the information under a confidentiality obligation;
• Information independently developed or acquired by the Receiving Party without using or referring to the Confidential Information disclosed by the Disclosing Party;
• Information that must be disclosed to an accrediting body or under the rules of an accreditation program for services;
• Information disclosed due to legal requirements, stock exchange regulations, or any binding decision, order, or requirement from a court or other competent authority; or
• Any information disclosed to a Party’s affiliate under the “need-to-know” principle will not be covered by this confidentiality agreement.

7.4 Reports:

The Reports are the exclusive property of BVGH. They are prepared by BVGH and solely for the use of the Buyer. They should not be altered, published, used for advertising purposes, copied, reproduced, or disclosed to any other person or entity without prior written approval from BVGH. The Buyer acknowledges that the Reports may be delivered electronically, including via email. Notwithstanding the above, Reports (and any related documents) prepared by BVGH may be reproduced by the Buyer, but such reproduction must be identical to the original prepared by BVGH. In the case of accredited services, the Buyer may not reference accreditation unless they have reproduced the Report in its entirety. BVGH is not liable for any errors, omissions, or inaccuracies in any Report or Certificate resulting from the Buyer altering and/or reproducing the Report.

7.5 Each Party is responsible for ensuring that all individuals to whom Confidential Information is disclosed under the Agreement maintain its confidentiality and do not disclose or make it accessible to unauthorized individuals or organizations. Any breach of this obligation shall be fully the responsibility of the breaching Party.

7.6 In the event of termination or expiry of this Agreement for any reason, and at the discretion of the other Party, each Party shall return or destroy any Confidential Information of the other Party that is in their possession or control. However, nothing in this section shall prevent BVGH from retaining copies of Reports and analyses in accordance with its record retention policies and any applicable regulations or accreditation body requirements.

8.1 Except for the exceptions listed in Article 8.5 and without regard to any other provision in this Agreement, neither Party shall be liable to the other for:

• Loss of business, reputation, usage, profits, data, income, production, asset value, financial advantage, operational disruptions, or downtime;
• Diminution of creditworthiness or similar losses;
• Loss of contract; or
• Any special, consequential, incidental, or net economic loss, cost, damage, fee, or expense.

8.2 Notwithstanding Article 8.1, the liability of BVGH and its affiliates, and their respective employees, agents, consultants, and subcontractors in relation to services, reports, or the performance or anticipated performance of this Agreement will be subject to the following limitations, under Article 8.5:

8.2.1 An amount equal to five (3) times the fees paid or payable to BVGH by the Platform Owner, Buildazer, in relation to the services to the Buyer; or
8.2.2 An amount not exceeding ten thousand (10,000) USD, whichever is greater.

8.3 The Buyer agrees to indemnify and hold harmless BVGH and its affiliates, employees, directors, agents, consultants, or subcontractors from any third-party claims arising from any losses, damages, or costs related to the failure to perform or inadequate performance of any service, to the extent that such claims exceed the liability limits specified in Article 8.2.

8.4 Notwithstanding Articles 8.1 and 8.2, BVGH shall not be liable for any claims arising from the failure to deliver services within the specified time or for failure to perform a service, unless such claim is made within twelve (12) months from the date on which the service should have been delivered, and such notice is provided to BVGH.

8.5 Nothing in this Agreement limits or excludes the liability of either Party for:

8.5.1 Death or injury caused by the negligence of the Party;
8.5.2 Any damage or liability arising from fraud, false representations, or intentional concealment by the Party; or
8.5.3 Any loss that cannot be excluded or limited by law.

9.1 For the purposes of this Article 9, a “Force Majeure Event” is an event outside the reasonable control of the Party claiming Force Majeure, which cannot be prevented, planned for, or mitigated through reasonable foresight, planning, and implementation, and which renders it impossible for the Buyer or BVGH to fully or partially perform their obligations under this Agreement (except for payment obligations).

9.2 If a Party is unable to perform its obligations due to a Force Majeure Event:

9.2.1 The Party affected by the Force Majeure Event shall immediately notify the other Party in writing, explaining the reasons for the delay, and outlining efforts to mitigate or eliminate the impact of the Force Majeure Event;
9.2.2 The affected obligations shall be suspended until the Force Majeure Event ceases to exist, and the other Party shall be notified in writing.

9.3 Neither Party shall be liable for any loss or damage resulting directly or indirectly from the failure or delay in fulfilling its obligations under this Agreement due to the occurrence of a Force Majeure Event. If the inability to perform lasts for more than fifteen (15) days, the Party not experiencing the Force Majeure Event shall have the right to terminate this Agreement without assuming any liability.

Turkish law shall apply to the performance of this Agreement and any disputes arising between the Parties. The Parties agree to resolve any disputes first through voluntary mediation. If the dispute cannot be resolved through mediation, the Parties agree that the dispute shall be finally resolved through arbitration under the Istanbul Arbitration Center (ISTAC) Arbitration Rules. The Parties accept the jurisdiction of ISTAC and agree to participate in arbitration at the Istanbul Arbitration Center.

11.1 A waiver of any right under the framework of the Agreement shall only be valid if it is in writing and is only valid for the conditions under which it is granted. A Party’s failure or delay in exercising any right or legal remedy under the Agreement shall not constitute a waiver of that (or any other) right or legal remedy, nor shall it prevent or restrict its use later.

11.2 If any provision of this Agreement is deemed invalid or unenforceable, that provision will be removed, and the remaining provisions will remain in effect.

11.3 To the fullest extent permitted by law and unless expressly stated otherwise in the Agreement, a person who is not a Party to the Agreement shall have no rights under or in connection with the Agreement.

11.4 The Buyer explicitly acknowledges that BVGH may waive any of its rights or obligations under the Agreement, either in full or in part, at any time, in any manner, may assign them to third parties, transfer them, subcontract them to subcontractors, or distribute them as needed.

11.5 Without prejudice to any other rights or remedies BVGH may have, BVGH may terminate this Agreement immediately and without compensation by giving written notice to the Buyer if the Buyer:

  • Commits a material breach of the Agreement and fails to remedy the breach within ten (10) days after written notice, provided the breach is capable of being remedied within that time.
  • Repeatedly breaches any term of the Agreement in a way that reasonably justifies the conclusion that their actions are inconsistent with the intention or ability to perform the terms of the Agreement.
  • Becomes insolvent, enters receivership (for financial or other reasons), or enters judicial management, or enters bankruptcy.
  • Assigns or transfers any of its rights or obligations under the Agreement to a third party in violation of the terms of this Agreement.
  • Suspends or halts all or a significant part of the work, or threatens to suspend or halt it.

11.6 The Parties may assign certain rights and responsibilities under this Agreement to independent contractors or other third parties, but may not assign the entire Agreement or any part of it to any person or organization.

11.7 The Parties commit to ensuring that they, their employees, or any persons acting on their behalf comply with all applicable laws and regulations regarding confidentiality and personal data protection, especially the Personal Data Protection Law No. 6698 and its secondary regulations, and will complete an annex containing details of personal data when necessary.

11.8 To the fullest extent permitted by law and unless expressly stated otherwise in the Agreement, a person who is not a Party to the Agreement shall have no rights under or in connection with the Agreement.

This Agreement is made electronically, and the Buyer indicates their consent to be bound by the Agreement and all its terms by clicking the “I Accept” button digitally. The terms of the Agreement will come into effect upon the Buyer’s approval. BVGH may make changes to the provisions of version 1.0, dated 08.11.2024, at any time, and such changes will come into effect when published on the platform with the version number and change date specified, and will be binding on the Parties.