Terms and Conditions

A) General terms and conditions

1 – General

1. Our terms and conditions of sale (“Terms and Conditions”) only shall apply. Terms and conditions of the customer that conflict with or deviate from our Terms and Conditions will not be recognised by us unless we have expressly agreed to them in writing. Our Terms and Conditions shall apply even if we should effect delivery without reservation to the customer despite our having knowledge of customer’s terms and conditions which conflict with or deviate from our own Terms and Conditions.
2. All agreements made between ourselves and the customer relating to the execution of an order must be made in written form.

2- Offers and conclusion of contracts

1. Our offers are without obligation on us unless indicated otherwise in the order confirmation. We agree to be bound by specially prepared offers for a period which mentioned in each offer letter from the date of the offer.
2. We reserve title and copyright to all illustrations, drawings, calculations and other documents. This also applies to such written documents as are indicated as “confidential”. Documents and such like may be passed on to third parties only with our prior express written consent. If so requested by us, documents must be returned to us, whereby no copies thereof may be retained by the customer.

3- Prices

1. Unless indicated otherwise in the order confirmation, our prices are quoted “ex works”, exclusive of packing; packing and transport will be charged for additionally.
2. Our prices are quoted exclusive of VAT; VAT will be charged at the statutory rate in force on the day of billing and shown in the invoice as a separate item.
3. If the agreed delivery date is more than six months after the date of conclusion of contract or if delivery can only be effected after expiry of such period for reasons for which the customer is responsible, our prices which are valid on the day of delivery or on the day on which the goods are made available shall apply. Should a price increase exceed the rise in the cost of living index, the customer shall have the right to repudiate the contract.

4- Delivery times

1. A delivery time quoted by us shall not start until all technical questions have been clarified.
2. Delivery times or dates shall only be binding on us if agreed in writing.
3. Should the customer fall into delay with acceptance of delivery or fail to fulfil any of his other duties to assist, we shall have the right to claim compensation for any loss as well as any additional expenses incurred by us. In this case, also the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time at which he falls into delay with acceptance.

5- Shipment and passing of risk

1. The risk shall pass to the customer on hand-over of the goods or at the time when the customer falls into delay with acceptance.
2. Packing will be as customary in the trade. It will be charged for separately at cost and is non-returnable. The customer shall have a duty to take care of disposal of packing at his own expense.

6- Liability

1. All liability on our part for breach of duties arising from minor negligence shall be barred except where material contractual duties, damage or injury to life, limb or health, guarantees or claims under the Product Liability Act are concerned. The same shall also apply to breaches of duty committed on the part of our legal representatives and vicarious agents.
2. Should operating or maintenance instructions and mixing recommendations not be complied with, changes made to the products, parts be replaced or consumption materials used, all warranty on our part shall lapse unless the customer is able to refute a duly substantiated assertion that a defect would not have arisen but for any of the reasons of the aforesaid kind.
3. Liability for normal wear and tear is barred.

7- Limitation periods

1. Claims on account of a defect in a used item shall lapse one year from delivery of the item.
2. Claims based on any other grounds than a defect in the item itself shall lapse after one year.
3. In deviation from Fig. 1 and Fig.. 2, the statutory periods shall apply if liability is claimed on grounds of wilful intent or a given guarantee.

8- Reservation of title

1. We reserve title to the item of sale until receipt of all payments arising from the delivery contract. In the event of any breach of contract by the customer, in particular any delay in payment, we shall have the right to take back the item of sale. Taking-back or garnishment by us of an item of sale which was supplied by us subject to our reservation of title shall always constitute repudiation of the contract. After taking back an item of sale, we shall have the right to dispose of it otherwise, whereby the sale proceeds will – after the deduction of reasonable realisation costs – be credited towards the customer’s liabilities.
2. The customer shall have a duty to notify us without delay in writing of any garnishment of items to which we reserve title as well as of any other intervention by third parties and to inform the garnisher of our reservation of title. Should the third party be unable to reimburse us for the court and out-of-court costs of legal action pursuant, the customer shall be liable for the loss incurred by us.

9- Payment

1. The price for the provision of the goods or the services shall be as set out in the Contract.
2. Unless otherwise agreed payment shall be made in full in advance or if credit approved on or before the 30th day of the month following the invoice date. Interest at the yearly rate of 4% over the base rate of our bank, plus reasonable 3rd party collection costs will be charged on all monies outstanding after this time until the actual date of payment. If cash discounts are offered in quotations or elsewhere, these will not be applicable unless payment of outstanding balances fall within terms.
3. All payments under the Contract are exclusive of any value added tax, any other applicable taxes and both sender’s and receiver’s bank charges which may be payable, and for which you will be liable in addition.

10- Data processing

We shall have the right to store and/or process in accordance with data protection law all data received relating to the customer.

11- Salvation clause

Should any of the provisions of these Terms and Conditions be or become invalid, this shall have no effect on the validity of any other provision or on the validity of the agreement between the customer and ourselves.

B) Special provisions relating to business entities

In relations with business entities, the following provisions shall additionally apply:

1- Limited Warranty / Exclusions

Adhetron warrants to Purchaser that the Deliverables, only to the extent that they are manufactured and packaged by Adhetron, shall be free from defects in material and workmanship under the normal use and service for which such products are designed or authorized, for the following time periods: (a) the warranty for adhesive products shall run from the date of shipment through the earlier of (i) the shelf life date indicated on the product data sheet related to such shipped product or (ii) the expiration date on such product’s packaging label; and (b) the warranty for equipment products shall run from the date of shipment through the date specified in the product bulletins. Unauthorized repair, modification, or improper use of such products voids their respective warranties. The warranties will be effective only if Purchaser notifies Adhetron of any defects within 30 days of delivery and if Adhetron’s examination discloses to its satisfaction that the defect has been caused by defective workmanship or use of defective materials by Adhetron. In no event shall Adhetron be liable for any special, indirect, incidental, punitive or consequential damages, including loss of profit or revenue, however arising, for any damages occasioned by Adhetron’s negligence or other action or inaction. Statements made in any specifications attached to the deliverable, other technical advice or in promotional materials are descriptive and are not intended as warranties. Modification, alteration or repackaging of Adhetron’s products and/or any change or modification to original packaging, labeling or handling requirements shall void this warranty. This warranty does not cover normal wear and tear or integration into or use wıth other products, and shall be ineffectıve and shall not apply to products that have been subjected to misuse or abuse, neglect, accident, damage, improper installation or maintenance. Adhetron’s sole obligation under this warranty will be limited, at Adhetron’s option and expense, to either (a) repairıng or furnishing a replacement for the products which Adhetron reasonably determines do not conform with thıs warranty or (b) to the return of the purchase price of such product. Purchaser’s exclusive remedy for breach of any such warranty will be enforcement of such obligatıon. All transportation costs of products returned for warranty repair and damage in transit will be borne by Purchaser. No agent, employee or representative has any authority on Adhetron’s behalf, unless approved in writing by an authorized officer of Adhetron, to bind Adhetron to any representation, affirmation or warranty concerning the products, and any such representation, affirmation or warranty shall be unenforceable. There are no warrantıes whıch extend beyond what ıs descrıbed above. These are the only warrantıes wıth respect to the delıverables, or any materıals or components purchased from others and furnıshed by adhetron, and purchaser waıves all other warrantıes of merchantabılıty, fıtness for a partıcular purpose and of any other type, whether express or ımplıed, arısıng by law (statutory or otherwıse) and whether or not occasıoned by adhetron’s neglıgence or other actıon or ınactıon. Any action for breach of warranty must be commenced within one (1) year after the cause of action has occurred.

2- Reservation of title

In addition to the provisions of A) § 8, the following shall also apply: a) We reserve title to items supplied by us until such time as all of our claims against the customer arising on any legal grounds whatsoever have been fulfilled. b) In deviation from A) § 8, the taking-back of items of purchase from registered traders shall not constitute repudiation of the contract unless expressly stated by us in writing as doing so. We shall have the right, irrespective of the claim to performance due to us on expiry of a period of time allowed to the customer for the performance of an obligation, to demand surrender of the item of delivery if the customer fails to fulfil his obligation towards us or to do so punctually and/or if the customer acts in an inadmissible manner on items delivered to him subject to reservation of title. If the customer has fulfilled the contract, we shall have a duty to release the items to him. c) If items have been delivered for a commercial pursuit carried on by the customer, the items may be resold in the normal course of business. In this case, however, the customer already hereby assigns to us, in the amount of the total invoice value (including VAT) of our claim, all claims accruing to him against his customers or third parties from resale of the items of purchase, regardless of whether they have been resold with or without any prior further processing. Where the items are resold on credit, the customer shall reserve title to the items towards his customer. Our customer hereby assigns to us his rights and claims accruing against his customer from such reservation of title.
d) Any processing of items which are subject to our reservation of title (“reserved goods”) by the customer shall be deemed done on our behalf but without giving rise to any costs for us. Where reserved goods are processed, combined or mixed with other goods not belonging to us, we shall have co-title to the new item so created in the same proportion as that between the value of our item of delivery (total invoice amount, including VAT) and the value of the other goods at the time of processing, combination or mixing. Where the customer acquires sole ownership to a new item, it is agreed that the customer shall grant us co-title thereto in the same proportion as aforesaid and shall keep the item on our behalf without this giving rise to any costs for us. Where reserved goods are resold together with other goods, whether with or without any prior processing, combination or mixing, the anticipatory assignment agreed in Fig. 3 Letter c shall only apply up to the invoice value of the reserved goods resold together with the other goods.
e) Where reserved goods are incorporated as an integral part into the real property of the customer, the customer hereby already assigns to us the claims arising from sale of the real property or the rights thereto, together with all ancillary rights. f) We undertake, on the request of the customer, to release any securities to which we are entitled insofar as the realisable value of such securities exceeds the value of our claims by more than 10 %, whereby the choice of securities to be released shall lie with us.

3- Passing of risk

1. Unless indicated otherwise in the order confirmation, it is agreed that delivery will be effected “ex works”.
2. The risk shall pass to the customer as soon as the consignment has been delivered into the custody of the person effecting transport or has left our works for the purpose of shipment. If, on the request of the customer, shipment is delayed or is not effected, the risk shall pass to the customer on our notification of readiness for shipment.
3. Deliveries will, on the request of the customer, be insured in his name and for his account.

4- Applicable law, legal venue, place of performance

1. These Terms and Conditions and the entire business relationship between the customer and ourselves shall be governed by the law of the Turkey.
2. The legal venue shall be the courts having jurisdiction for our place of business in Ankara. We shall, however, also have the right to bring legal action against the customer at the courts having jurisdiction for his place of domicile.
3. Unless indicated otherwise in the order confirmation, our place of business in Ankara shall also be the place of performance.

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