1. Definitions

1.1.  In this Agreement, the following definitions apply:

“Business Day” means a day (other than a Saturday, Sunday or a public holiday) when banks in Turkey are open for business,

“Buyer” means an entity submitting an Order to the Seller with commercial purposes,

“Commencement Date” means the date of the Seller’s acceptance on the Order sent by the Buyer or the date of the Buyer's electronic acceptance of the Seller's quotation,

“Confidential Information” means as of defined in Clause 11.1,

“Custom Design” means a creation prepared by the Seller for the Buyer based on and in compliance with the Buyer’s instructions as long as Buyer’s instructions are in compliance with the Seller’s capabilities,

“Defect” means a defect of any kind, whether in design, manufacture, processing or otherwise, including any dangerous propensity associated with any reasonably foreseeable use of the Product regarding the Qualifications or the Specifications,

“Disclosing Party” means the Party disclosing Confidential Information,

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world belonging to the Seller,

“Applicable Data Protection Law” means the Turkish Data Protection Law numbered 6698, and or the Regulation 2016/679 (General Data Protection Regulation), as applicable,

“Order” means the Buyer's preferences of Products or Custom Designs to order and buy, as set out the Buyer's purchase order sent electronically, or the Buyer's electronic acceptance of the Seller's quotation, if applicable, including the Specification made by the Buyer regarding the Products,

“Parties” means the Seller and the Buyer,

“Party” means a party to this Agreement,

“Price” means the amount to be paid in terms of the amounts provided on www.sunumestore.com for the Products or Custom Designs, and the total amount to be paid for the Order,

“Product(s)” means the products that are presented for sale on www.sunumestore.com by the Seller,

“Qualification(s)” means the features and qualifications set forth on www.sunumestore.com regarding the Products by the Seller,

“Receiving Party” means the Party receiving Confidential Information,

“Seller” means Sabancı University Nanotechnology Research and Application Center (SUNUM),

“Specification(s)” means the description of additional requirements to the Qualifications regarding the Products made by the Buyer via Order.

2. Scope

2.1.  Notwithstanding any other provisions or contracts verbally or written between the Parties, this Agreement apply to the sale of the Products presented on www.sunumestore.com from the Seller to the Buyer or manufacture or otherwise made available of the Custom Designs by the Seller for the Buyer. The Seller’s acceptance of the Buyer’s order is expressly conditioned on the Buyer’s acceptance of this Agreement. Any and all other terms and conditions presented by the Buyer are hereby rejected and shall be of no effect. The Buyer shall be conclusively deemed to have accepted this Agreement upon any of the following by the Buyer, its agents, representatives, or proxies:

(i)  written or electronic acknowledgement or acceptance of this Agreement,

(ii)  submitting the Order to the Seller, its agents or representatives,

2.2.  The Seller’s failure to object to any provision contained in any communication from Buyer shall not be deemed a waiver of any provision hereof.

Purpose of the Buyer

THE BUYER ACKNOWLEDGES THAT THE PRODUCTS OR THE CUSTOM DESIGNS REQUESTED UNDER THE ORDER SHALL BE USED FOR COMMERCIAL AND/OR OCCUPATIONAL PURPOSES, THEREFORE, THE BUYER SHALL NOT BE CONSIDERED A CONSUMER WITHIN THE SCOPE OF THE LAW ON THE PROTECTION OF CONSUMER NUMBERED 6502, AND THAT THE LAW NO. 6502 SHALL NOT APPLY TO THIS AGREEMENT OR THE ORDER.

3. Buyer's Rights and Obligations

3.1.  The Buyer shall:

3.1.1.  pay the amount provided on www.sunumestore.com or by the Seller at the time of the Order as instructed/required at the www.sunumestore.com,

3.1.2.  ensure that the terms and details of the Order are complete and accurate,

3.1.3.  co-operate with the Seller in all matters relating to the Order,

3.1.4.  provide the Seller with such information and materials as the Seller may reasonably require to comply with the Order and, if applicable, the Custom Design or Specification, and ensure that such information is accurate in all material respects;

3.1.5.  examine the Products or the Custom Design within one (1) Business Day after the date of receipt in terms of the compliance with the Order and for any kind of Defect, and inform the Seller within the same time of any possible non-compliance or Defects. The Parties agree, declare, and undertake that if no notification is made within this period, the Products or Custom Design shall be deemed delivered without defect, and the Seller shall have no liability for defect notifications made by the Buyer after this period has expired.

3.1.6.  record a video of the package opening and first use of Products or Custom Designs specified as 'Sensitive' on www.sunumestore.com. The Buyer accepts and undertakes that in case of defect notifications made under Article 3.1.5 for Sensitive Products, the unboxing and first-use videos must also be sent to the Seller; otherwise, the Seller shall have no liability for the reported defects.

3.1.7.  shall have a 'Damage Assessment Report' prepared by the delivery officer in the event of damage to the package during delivery. The Buyer accepts, declares, and undertakes that the Seller shall not be responsible for physical damages in packages received without such a report.

3.1.8.  represent and warrant that there exist no third party beneficiaries to the Buyer’s rights hereunder,

3.1.9.  not resell, copy, reproduce, the Products or the Custom Design and not conduct any reverse engineering activities on the Products or the Custom Design,

3.1.10.  warrant and acknowledge that the Seller do not guarantee the Products or the Custom Designs’ performance, operability, efficiency, functionality in or with any other device, machine since Products or the Custom Design are not intended to be used for end-use purposes,

3.1.11.  in case where the Products has Defects due to the Specifications of the Buyer, warrant and acknowledge that the Seller shall not be liable for the Defects and the damages caused by the Defects, and such Defects shall not affect the Buyer’s obligations under this Agreement,

3.1.12.  in case where the Custom Design has Defects due to the instructions of the Buyer, warrant and acknowledge that the Seller shall not be liable for the Defects and the damages caused by the Defects, and such Defects shall not affect the Buyer’s obligations under this Agreement,

3.1.13.  warrant and acknowledge that unless the Order is accepted by the Seller within seven (7) Business Days from the date that the Seller receives the Order, such Order shall be null and void,

3.1.14.  warrant and acknowledge that the preparation of the Order shall begin on the Commencement Date and may take thirty (30) Business Days from the Commencement Date.

4. Shipment

4.1.  Unless otherwise agreed upon by the Parties in writing, the Seller will select the carrier and ship the Order to the Buyer’s address indicated on the Buyer’s Order. All the Orders will be scheduled for shipment in accordance with the Seller’s applicable shipment policy and schedule.

4.2.  The Seller shall make the shipment as a whole, and Orders shall be invoiced at the time of shipping.

4.3.  The Seller reserves the right to make shipments when Product is available and shall invoice shipments as made. The Seller reserves the right to allocate production and deliveries among its various customers under any circumstances. The Seller will confirm in writing, and amend as appropriate, the shipment schedule.

4.4.  The Seller will not assume any liability in connection with the shipment or constitute any carrier as its agent. The Buyer shall be responsible for making all claims with carriers, insurers, warehousers and others for non-delivery, loss, damage or delay. All claims for damages to the Products or the Custom Designs or shortages must be made within fifteen (15) days of shipment, any claim made after this term shall not be valid. Under no circumstances shall the Seller be held liable to the Buyer for any delay in shipment or delivery.

5. Product Warranty

5.1.  Except as otherwise provided in this Agreement, the Seller warrants that for six (6) months from the date the Buyer receives the Products or the Custom Designs, each Product sold hereunder will be free of defects in materials or workmanship and will be in, if applicable, compliance with the Qualifications provided by the Seller on www.sunumestore.com, and, if applicable, will meet the Specifications set forth by the Buyer in the Order.

6. Product Warranty Limitation

6.1.  Except for the warranty explained under Product Warranty, the Seller makes no representations or warranties, express or implied, written or oral, arising by law, out of any course of dealing or performance, custom, industry standard or otherwise, as to any matter whatsoever, including, without limitation, the Products or the Custom Designs, the condition, quality, safety, performance or results of the Products or the Custom Designs, their merchantability or their fitness for any particular purpose, all of which are hereby expressly disclaimed.

6.2.  The Seller assumes no responsibility for changes not performed or approved by the Seller, environmental effects on the Products or the Custom Designs or for any activity of the Buyer or a third party that damages the Products or the Custom Designs due to improper use, abuse, negligence, improper installation, accident, loss, damage in transit, or repair or alteration. The Parties agree and undertake that the technical inspection report to be prepared by the Seller shall be binding for the determination of the causes listed herein. If such causes [misuse, neglect, etc.] are detected, the costs incurred by the Seller, including but not limited to shipment and expert fees, shall be invoiced to the Buyer and paid upon the Seller's first request.

7. Warranty Remedy

7.1.  The Seller shall, at its option, and as the Buyer’s sole and exclusive remedy for any breach of Product Warranty, repair or, replace the Products or the Custom Designs with a Defect or, refund the amount paid by the Buyer for the Products or the Custom Designs with a Defect for which the Buyer invoked Product Warranty by providing notice to the Seller within the time period stipulated under Article 3.1.5.

7.2.  The Buyer shall notify the Seller in writing of any Defects and obtain the Seller’s approval before returning any Product.

7.3.  Except as stated therein and subject to any applicable statutory warranty, there are no warranties, commitments or obligations with respect to the return, repair or replacement of the Products or the Custom Designs.

8. Intellectual Property Rights

8.1.  To the extent that the Specifications and the Custom Designs provided by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Buyer's use of the Products and the Custom Designs. This clause shall survive termination of this Agreement.

8.2.  The Seller reserves the right to amend the Specification of the Products or the Custom Designs if required by any applicable statutory or regulatory requirements.

8.3.  Buyer agrees that Seller shall be the owner of all inventions, technology, designs, works of authorship, mask works, technical information, computer software, business information and other information conceived, developed or otherwise generated in the performance under this Terms & Conditions. Buyer acknowledges that performance under this Terms & Conditions shall not be deemed as a sale, transfer or license of intellectual property rights of the Products & Custom Designs. Buyer agrees not to disassemble, decompile or otherwise reverse engineer the Products or the Custom Designs.

9. Title & Risk

9.1.  The risk in the Products or the Custom Designs shall pass to the Buyer on the shipment date of the Order by the Seller.

9.2.  Title to the Products or the Custom Designs shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for the Order, if applicable, the Specification.

10. Assignment

10.1.  Buyer cannot assign, transfer or make available to third parties, this Agreement or any rights, duties or obligations arising hereunder without Seller’s prior written consent.

10.2.  This Agreement shall be binding upon each Party and their successors and permitted assigns.

11. Confidentiality

11.1.  Any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party means confidential information (“Confidential Information”).

11.2.  Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.

11.3.  The Receiving Party shall not use, show, display, release, discuss, communicate, divulge or otherwise disclose Confidential Information to any unauthorized person, firm, corporation, association or other entity for any reason or purpose whatsoever, without the prior written consent or authorization of the Disclosing Party.

11.4.  Without detriment to any contrary provisions thereof, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of this Agreement or reference or access to any Confidential Information.

12. Data Protection

12.1.  Parties agree that;

12.1.1.  they are separate data controllers and neither of them giving authorization to the other Party for processing personal data on behalf of itself,

12.1.2.  they shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons as stipulated under the Applicable Data Protection Law,

12.1.3.  they shall comply with the Applicable Data Protection Law regarding any personal data processing under this Agreement,

12.1.4.  they are responsible for ensuring that the processing of personal data takes place under their authority is in compliance the Applicable Data Protection Law,

12.1.5.  they shall only grant access to the personal data being processed under this Agreement to persons under their authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need to know basis,

12.1.6.  regarding the obligation to without undue delay notify the personal data breach including unauthorized acquisition of personal data by others to the competent supervisory authority and data subjects, they shall notify the other Party without undue delay in writing not later than 48 hours after having become aware of a data breach,

12.1.7.  they have provided privacy notices regarding the data processing/transfer under this Agreement in compliance with the Law No. 6698 to their representatives, employees, and any other necessary third parties, if applicable, they have obtained consents of their representatives, employees, and any other necessary third parties regarding the data processing/transfer under this Agreement in compliance with the Law No. 6698.

13. Governing Law

13.1.  This Agreement, and any dispute or claim arising out of or in connection with this Agreement or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Turkish law, and the Parties irrevocably submit to the exclusive jurisdiction of the Istanbul Anatolian Courts of Turkey.

14. Force Majeure

14.1.  For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

14.2.  The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.

14.3.  If the Force Majeure Event prevents the Seller from providing the Products or the Custom Designs for more than 12 weeks, each Party shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the other Party.

15. Variation

15.1.  Unless otherwise specified in this Agreement, any variation, including the introduction of any additional terms and conditions, to this Agreement shall only be binding when agreed in writing and signed by the Seller.

16. Entire Agreement and Amendments

16.1.  This Agreement constitute an entire agreement between the Parties and supersede all previous communications, whether oral or written. Any change to this Agreement may be made only upon mutual agreement of the Parties in writing.

17. Basis of Bargain

THE PARTIES AGREE THAT THE WARRANTY DISCLAIMER, THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY PROVISIONS ARE MATERIAL, BARGAINED TERMS THAT ARE FUNDAMENTAL TO THIS AGREEMENT AND ARE REFLECTED IN THE CONSIDERATION TO BE GIVEN BY BOTH PARTIES UNDER THIS AGREEMENT AND IN THE DECISION BY BOTH PARTIES TO ACCEPT THIS AGREEMENT.

18. No Agency

18.1.  The Seller and the Buyer are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

18.2.  The Buyer is solely responsible for its employees and agents and shall indemnify the Seller against any claim, liability, cost or damage related to the Buyer’s actions or those of its employees or agents, including, but not limited to, the making of unauthorized warranties or representations on behalf of the Seller.

19. Severability

19.1.  Should any of this Agreement be held by a court of competent jurisdiction to be contrary to law, that term or condition will be enforced to the maximum extent permissible and the remaining terms and conditions will remain in full force and effect.

20. Compliance with Laws

20.1.  The Buyer shall comply, and shall cause its employees to comply, with all applicable local, national, regional and international laws, ordinances, regulations, codes, standards, directives and international conventions and agreements to the extent that any of the foregoing have the force of law by being directly enforceable by a governmental authority, a court or other proper tribunal (collectively “Laws”), including but not limited to (i) anti-bribery and recordkeeping Laws, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”), the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (“OECD”), and the Inter-American Convention Against Corruption, (ii) environmental Laws, and (iii) import and export control Laws, including but not limited to the U.S. Export Administration Regulations (“US EAR”), the U.S. State Department’s International Traffic in Arms Regulations (“ITAR”), sanction regimes of the U.S. Department of the Treasury Office of Foreign Assets Controls (“OFAC”), export laws and regulations of the European Union (“EU”) and/or any of its member states and export laws of other national governments. Buyer shall not, without prior U.S. Government authorization, export, re-export, or transfer any commodities, software or technology, either directly or indirectly, to any country subject to a U.S. trade embargo or sanction or to any resident or national of said countries, or to any person, organization, or entity on any of the sanctioned parties lists maintained by the U.S. Departments of State, the Treasury or Commerce. Buyer shall comply, and shall cause its employees to comply, with all applicable laws, ordinances and/or directives of countries in which they conduct business as they relate to the Universal Declaration of Human Rights, child labor laws, data privacy laws, criminal reporting laws, Environmental, Health and Safety laws or any similar laws, including, but not limited to identifying and filing or purchasing (as applicable) any and all required permits, certificates, licenses, insurance, approvals and inspections required in performance of its obligations hereunder. Buyer will indemnify and hold the Seller harmless to the full extent of any loss, liability, damage, or expense, including but not limited to lost profits, fines, penalties, attorneys' fees, defense expenses and court costs, for any failure or alleged failure of Buyer, its officers, employees, agents, or subcontractors to comply with the requirements of this clause. In addition, any Products or Custom Designs sold hereunder may not be exported, reexported, or transferred to any end-user engaged in activities, or for any end-use, directly or indirectly related to the design, development, production, use, or stockpiling of weapons of mass destruction (e.g., nuclear, chemical, or biological weapons, and the missile technology to deliver them).