LOAN AGREEMENT

(Turkish Code of Obligations, Article 379 and subsequent articles)

1. Parties

1.1. Lender:
Title/Name-Surname: []
Turkish Identity Number/Tax Identification Number: []
Address: [________]
Contact: [email] – [mobile phone]

1.2. Borrower:
Title/Name-Surname: []
Turkish National Identity Number/Tax Identification Number: []
Address: [________]
Contact: [email] – [mobile phone]

The parties will be referred to individually as “Party” and collectively as “Parties”.

2. Subject Matter and Legal Nature of the Contract

2.1. The subject of this agreement is the regulation of the rights and obligations regarding the temporary and specific use of the goods (described below) belonging to the Lender by the Borrower, free of charge ( Turkish Code of Obligations, Articles 379 et seq.).

2.2. Loaned Goods(s) (“Goods”):

• Type/Brand/Model: [________]

• Serial Number/Chassis Number/License Plate/IMEI etc.: [________]

• Hardware/accessories/equipment list: As shown in Appendix-1 Delivery Receipt.

• Current condition and cosmetic/technical specifications: Determined by Appendix 2 Photograph/Inventory.

2.3. This agreement constitutes a loan for use ; the Parties expressly agree that use is free of charge and that ownership is not transferred

3. Purpose, Scope and Limitations of Use

3.1. Purpose of use: [e.g., “Field demo/test”, “temporary administrative use”, “event/shooting”]. The Borrower shall use the Goods only for this purpose and at the location(s) specified in the contract/delivery receipt .

3.2. Location and scope: [________]. Removal of the Goods outside the designated location is subject to the Lender's written permission

3.3. Prohibition of transfer and subcontracting: The Borrower transfer, lease, or subcontract the use ; nor may he/she transfer possession (in accordance with the meaning and spirit of Article 381 of the Turkish Code of Obligations).

3.4. Duty of Care : The Borrower shall use the Goods with care and diligence , in accordance with its intended purpose and within the limits of normal use ; and shall comply with instructions and safety regulations

4. Timeframe and Delivery

4.1. Term: [Start: / /____ – End: / /____] or [indefinite]. In the case of an indefinite term, the Lender may request a return, giving a reasonable period of time

4.2. Delivery: The goods were delivered to the Borrower at [date/time/address] , in working/functional condition, along with the listed accessories, as documented in Annex-1 Delivery Receipt

5. Costs, Maintenance and Repair

5.1. Ordinary usage expenses (fuel/energy, consumables, routine cleaning, etc.) the Borrower.

5.2. Necessary and Emergency Repair : In the event of a defect in the Goods that poses a danger difficult to ascertain, the Borrower shall immediately notify the Lender; the Borrower may have the urgent and necessary repair carried out with minimal intervention ; and may request payment with an invoice. Corrective/optional expenses incurred without prior written consent do not give rise to a right to claim.

5.3. Prohibition of unauthorized modifications : The Borrower may not make any modifications, alterations, or parts changes to the item; written consent is required even in exceptional circumstances .

6. Risk, Loss, and Damage

6.1. The Borrower shall indemnify the Borrower for any and all damages and losses arising from their own fault . In cases where the Borrower is not at fault, there is an obligation to notify immediately; the burden of proof of innocence rests with the Borrower

6.2. Loss/Theft/Total Damage: Immediately report the incident to law enforcement and the Lender; cooperate with the identification/reporting process. If insurance is available, recourse and compensation procedures will be carried out according to the Lender's instructions.

6.3. Damage to third parties: In the event of damage to third parties arising from the use of the Goods, the Borrower is liable only to the extent of their fault. Mandatory insurance policies (if any) are reserved.

7. Regime of Defect and Liability

7.1. Minor defects present at delivery and not hindering normal use are recorded in Annex 1/Annex 2. The Borrower shall immediately report any significant defects discovered after delivery ; otherwise, the Borrower shall be liable for any resulting damages.

7.2. Except for defects concealed by the Lender's intent or gross negligence , the Lender's liability is limited due to the gratuitous nature of the loan for use. (In accordance with Article 379 of the Turkish Code of Obligations, concerning the gratuitous nature of the loan and general principles of liability)

8. Return Obligation

8.1. At the end of the term or in case of justified termination, the goods shall be returned in the same quality and quantity , excluding normal wear and tear , at the place of delivery and in accordance with the list in Annex-1

8.2. Return of missing/damaged items : Missing equipment/parts and damages are documented in a report; their cost is paid by the Borrower within [7] days, based on the invoice/appraisal/market price

8.3. Delay: In case of delay in repayment, the Borrower [___ TL] and to compensate for any additional damages arising from the delay. (The penalty clause must be determined in accordance with the principle of reasonableness.)

9. Auditing and Reporting

9.1. The Lender may conduct an on-site inspection of the Goods by giving reasonable prior notice [within a business day]

9.2. Incidents such as accidents, malfunctions, losses, thefts, damage to third parties, and administrative actions immediately and in writing ; records and documents shall be shared.

10. Insurance (If any/Optional)

10.1. [Option A] The goods are insured by the Lender [policy number/insurance company] ; policy terms and conditions apply. Deductibles and damages not covered by the policy are the responsibility of the Borrower.
10.2. [Option B] There is no insurance. The Borrower shall compensate for damages arising from their fault.

11. Termination

11.1. Immediate termination for just cause:
a) Use contrary to the intended purpose/defective use,
b) Violation of the prohibition against transfer/substitution,
c) Violation of the obligation to return,
d) Conduct that creates a risk of serious damage to the goods.

11.2. indefinite-term contract, the Lender may terminate the contract with reasonable notice; the Borrower shall immediately fulfill the obligation to repay the loan.

12. Privacy and Personal Data

12.1. The parties shall keep confidential all trade/industrial secrets and technical information learned within the scope of this agreement; they shall not disclose them to third parties.

12.2. Personal data (KVKK) and relevant legislation, and only for the purpose of fulfilling the contract.

13. Notification

13.1. The addresses initially stated for official notifications only. Changes are not valid unless notified in writing. KEP/e-mail notifications are valid only with the written consent of the Parties.

14. Taxes and Fees

14.1. Stamp duty and other legal obligations of the contract shall be borne equally by the Parties [Borrower / Lender] .

15. Dispute Resolution

15.1. The parties agree to resort to mediation if it falls within the scope of mandatory mediation

15.2. Competent courts and enforcement offices: of [Istanbul Central / the location you specify in the contract] are competent and authorized.

16. Miscellaneous Provisions

16.1. This agreement of free use ; the provisions shall be interpreted in accordance with Article 379 and subsequent articles of the Turkish Code of Obligations.
16.2. In case of invalidation, the remaining provisions shall remain valid.
16.3. Amendments may only in writing .
16.4. The annexes are an integral part of the agreement.

This agreement has been signed in [__] copies on //____ date.

LENDER BORROWER Name /Signature: [ ] Name/Signature: [ ]

---

Appendix 1: Sample Delivery and Return Receipt

DELIVERY RECEIPT (Start)
Date/Time: [__ / __ / ____ – :]
Location: [________]
Goods Delivered:

• [Type/Model/Serial Number]

• Accessories/Parts List: []
  Physical Condition and Functionality Check: [working/no missing parts/cosmetic marks etc.]
  Party Declarations: []
  Lender (Signature) – Borrower (Signature)

RETURN RECEIPT (End)
Date/Time: [__ / __ / ____ – :]
Location: [____]
Returned Goods and Accessories: [____]
Condition Assessment: [No ordinary wear and tear/damage | Damage assessment: _]
Amount of Missing/Damaged (if any): []
Party Statements: [__]
Lender (Signature) – Borrower (Signature)

---

Appendix 2: Photograph and Inventory Set

• Photos taken at the time of delivery (with serial number/equipment visible)

• Photos of the return moment

• Expertise/service reports, if any