Last Updated: August 2026

These general sales and delivery conditions (“Conditions”) apply to all deliveries of products and/or services (“Products”) to any customer (“Customer”).

These Conditions shall be mutually binding on Solidus Makina Anonim Şirketi, Dudullu OSB Mahallesi, İmes Sanayi sitesi C306 Sk. No:2, 34775 Ümraniye Istanbul/Turkey or an affiliate of Solidus Makina A.Ş. (“SolidTrack”) and the Customer unless otherwise agreed in writing signed by an authorized officer of SolidTrack.

No additional or different terms or conditions will be binding upon SolidTrack unless i) in the form of Additional Terms and Conditions relating to SolidTrack as a Service (STaaS), or ii) specifically agreed to in writing signed by an authorized officer of SolidTrack.

Order Confirmation

Offers are only accepted when the Customer has received SolidTrack’s written acceptance of the offer, including confirmation in electronic form, or SolidTrack, before the expiry of the acceptance deadline, has received in writing identical acceptance from the Customer. Cancellation of orders must be made in writing and must be confirmed by SolidTrack in writing. The Customer is, regardless of the reason for the cancellation, obliged to buy any goods commissioned for the order which cannot be cancelled.

Delivery and Transfer of Risk

The Products are delivered Incoterms 2020 EXW (Ex Works) SolidTrack’s principal place of business in Istanbul, Turkey. If no details are forthcoming from the Customer regarding the mode of transportation, SolidTrack can dispatch the Products to the Customer by a mode of transportation chosen by SolidTrack. All SolidTrack’s costs arising from this shall be paid by the Customer and transportation is at the risk of the Customer, including, but not limited to, risk of loss and damage.

Delay

The delivery time shall be stipulated by SolidTrack in accordance with its best estimation. The estimated date of delivery shall never be regarded as a deadline. Unless specifically agreed otherwise, postponement of the delivery time by 14 days due to circumstances at SolidTrack shall be regarded as a delivery being on time. If delivery is not made by a final, reasonable deadline specified by the Customer, the Customer is entitled to cancel the purchase.

Prices

SolidTrack reserves the right at any time to adjust the agreed prices for non-delivered Products, in the event of price increases from sub-suppliers, exchange rate changes, changes in wages, or government intervention. Any tax, assessment, duty, custom or other fee of any nature imposed upon the Products or their sale by any governmental authority shall be paid by the Customer.

Payment Conditions

Payment shall be made by the date indicated on the invoice. SolidTrack is entitled to charge default interest from the time the payment falls due of 2% per month of the outstanding payment. When sending payment reminders, SolidTrack is entitled to make a dunning charge of $15.00 on each occasion. In the case of default of payment, SolidTrack shall have the right to close the Customer’s account including access to all SolidTrack’s systems.

Term and Termination

Subscription to the SolidTrack Data Portal, App, and API is prepaid for an initial subscription period of 12 months and is thereafter automatically renewed for a 12-month period. The subscription can be terminated by either party with a notice period of the current month plus 3 months. No repayment is made of the pre-paid subscription, even if terminated earlier than at the end of the pre-paid period.

Data Protection and Privacy

SolidTrack is dedicated to proper data protection and privacy. SolidTrack is considered a Data Processor and the Customer is the Data Controller in accordance with the Turkish Personal Data Protection Law (KVKK) and the General Data Protection Regulation (GDPR) in the EU. SolidTrack is entitled to aggregate and/or anonymize data collected from the tracking devices. When data is aggregated and/or anonymized, it is no longer possible to identify the end-user.

Product Information

Any product information, including information regarding weight, dimensions, capacity or other technical data, is only binding to the extent that SolidTrack specifically refers to it in the order confirmation. SolidTrack reserves the right to revise and discontinue Products at any time.

Protected and Confidential Information

Any type of information which is not publicly available, including drawings and technical documents, transferred by SolidTrack to the Customer (“Confidential Information”), shall remain the property of SolidTrack and shall be treated as confidential by the Customer.

Product Changes

SolidTrack reserves the right to make changes without notice to its Products if this can be done without substantially changing agreed technical specifications.

Retention of Title

SolidTrack reserves the right to ownership of the goods sold until the full purchased sum has been paid to SolidTrack.

Limited Warranties and Inspection

The Customer is obliged to check the Products immediately upon receipt. SolidTrack warrants that Products produced by SolidTrack shall be free from defects in material and workmanship for a period of two (2) years from the date of delivery. Freight and insurance for warranty returns shall be paid by the Customer. SolidTrack is not responsible for defects which are due to normal wear and tear, lightning, fire, overloading, water, improper maintenance, or incorrect installation.

Indemnity

Customer agrees to indemnify, defend and hold harmless SolidTrack from and against any and all third-party claims, damages, and liabilities arising from (a) any negligent or wrongful act by Customer; or (b) Customer’s operation, maintenance, or use of any Product.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF, OR DAMAGE TO, DATA; OR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR LOSS OF PROFITS, BUSINESS, OR REVENUE. THE MAXIMUM CUMULATIVE LIABILITY OF SOLIDTRACK SHALL IN NO CASE EXCEED THE TOTAL PRICE PAID BY CUSTOMER FOR THE PRODUCTS SOLD BY SOLIDTRACK WHICH GIVES RISE TO THE CLAIM.

Intellectual Rights

The Customer acquires a non-exclusive software license to use the software. The License is only applicable for the subscription period. The Customer acquires no rights to the source code, patents, copyrights, or trademarks connected with the Product.

Force Majeure

SolidTrack is entitled to cancel orders or defer delivery, and is free from liability for any lack of delivery due to circumstances outside its reasonable control (act of God, war, strikes, lack of supplies, etc.).

Transfer of Rights and Obligations

SolidTrack is entitled to assign and transfer its rights and obligations to a third party. Customer may not assign its rights without the prior written consent of SolidTrack.

Governing Law

These Conditions, and any claim or dispute arising from them, shall be governed by the laws of the Republic of Turkey. Disputes shall be subject to the exclusive jurisdiction of the courts and execution offices of Istanbul (Çağlayan).

These Conditions are published in Turkish and in English. In the event of any discrepancy between the two texts, the Turkish text prevails.

Survival

Sections 9, 13, 14, and 19 shall survive the termination or expiration of these Conditions.

Complete Agreement

These Conditions and any Additional Terms and Conditions relating to SolidTrack As-a-Service constitute the complete and exclusive statement of the agreement between SolidTrack and the Customer.

ADDITIONAL TERMS AND CONDITIONS RELATING TO SOLIDTRACK AS A SERVICE (STaaS)

These Additional Terms and Conditions apply to all deliveries of SolidTrack as a Service (“STaaS”) and are supplementary to SolidTrack’s standard Terms and Conditions.

1. Prices: Prices for the STaaS are as described in the quote provided to Customer.

2. Subscription Service: Unless otherwise agreed in writing, subscription service starts the month after delivery of the STaaS device.

3. Term and Termination: The initial subscription service period for each STaaS device is 36 months from the date of activation, and the subscription service is thereafter renewed automatically for a 12-month period, unless terminated according to Clause 6.

4. Ownership, Warranty, Maintenance and Return: The STaaS devices are and shall remain SolidTrack’s property. SolidTrack warrants that the devices are free from defects during the term of the subscription, including normal wear and tear. The Customer shall be responsible for battery replacement. SolidTrack is not responsible for defects due to lightning, fire, overloading, water, or incorrect installation. Upon termination, the Customer shall return the STaaS devices to SolidTrack within 45 days. Failure to return the devices entitles SolidTrack to invoice the Customer for the loss.