1.In these Terms and Conditions, the following definitions apply:
1.Notwithstanding any other provisions or contracts verbally or written between the Parties, these Terms and Conditions apply to the sale of the Products presented on 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 these Terms and Conditions. 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 these Terms and Conditions upon any of the following by the Buyer, its agents or representatives:
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
1.THE BUYER ACKNOWLEDGES THAT THE PRODUCTS OR THE CUSTOM DESIGNS REQUESTED UNDER THE ORDER SHALL ONLY BE USED FOR COMMERCIAL AND RESEARCH PURPOSE. ADDITIONALLY, FOR THE SAKE OF CLARITY, THE LAW ON THE PROTECTION OF CONSUMER NUMBERED 6502 SHALL NOT APPLY TO THE ORDER.
The Buyer's Rights and Obligations
1.The Buyer shall:
1.Unless specific instructions to the contrary are supplied by the Buyer prior to execution of the contract and agreed by the Seller, 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.
2.The Seller reserves the right to make shipments in installments.
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.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 thirty (30) days of shipment. Under no circumstances shall the Seller be liable to the Buyer for any delay either in shipment or in delivery. In the absence of timely and specific shipping instructions from the Buyer, or the failure of the Buyer’s selected carrier to accept the Products or the Custom Designs on the acknowledged shipment date, the Seller may select another carrier and service level similar to that of the Buyer’s selected carrier (if any), so as to complete the order as originally acknowledged by the Seller.
1.Except as otherwise provided in these Terms and Conditions, the Seller warrants that for XXX Business Days 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 sunumestore.com, and, if applicable, will meet the Specifications set forth by the Buyer in the Order.
Product Warranty Limitation
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.
2.The Seller assumes no responsibility for 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.
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, if neither repair nor replacement is commercially reasonable, the Seller shall 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 Clause 4.1.5.
2.The Buyer shall notify the Seller in writing of any Defects and obtain the Seller’s approval before returning any Product.
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.
Intellectual Property Rights
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 these Terms and Conditions.
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.
3.The Buyer agrees that the 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 these Terms and Conditions. The Buyer acknowledges that performance under these Terms and Conditions shall not be deemed as a sale, transfer or license of intellectual property rights of the Products or the Custom Designs. The Buyer agrees not to disassemble, decompile or otherwise reverse engineer the Products or the Custom Designs.
Title & Risk
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.
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.
3.Until title to the Products or the Custom Designs has passed to the Buyer, the Buyer shall:
1.These Terms and Conditions are not assignable by the Buyer without the Seller’s prior written consent and any unauthorized attempt to assign any rights, duties or obligations arising hereunder shall be void.
2.These Terms and Conditions shall be binding upon each Party and their successors and permitted assigns.
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”).
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.
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.
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 these Terms and Conditions; (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 these Terms and Conditions or reference or access to any Confidential Information.
1.Parties agree that;
1.These Terms and Conditions, and any dispute or claim arising out of or in connection with these Terms and Conditions 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.
1.For the purposes of these Terms and Conditions, 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.
2.The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under these Terms and Conditions as a result of a Force Majeure Event.
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 these Terms and Conditions immediately by giving written notice to the other Party.
1.Unless otherwise specified in these Terms and Conditions, any variation, including the introduction of any additional terms and conditions, to these Terms and Conditions shall only be binding when agreed in writing and signed by the Seller.
Entire Agreements and Amendments
2These Terms and Conditions constitute an entire agreement between the Parties and supersede all previous communications, whether oral or written. Any change to these Terms and Conditions may be made only upon mutual agreement of the Parties in writing.
Basis of Bargain
1.THE PARTIES AGREE THAT THE WARRANTY DISCLAIMER, THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY PROVISIONS ARE MATERIAL, BARGAINED TERMS THAT ARE FUNDAMENTAL TO THESE TERMS AND CONDITIONS AND ARE REFLECTED IN THE CONSIDERATION TO BE GIVEN BY BOTH PARTIES UNDER THESE TERMS AND CONDITIONS AND IN THE DECISION BY BOTH PARTIES TO ACCEPT THESE TERMS AND CONDITIONS.
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 these Terms and Conditions.
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.
1.Should any of these Terms and Conditions 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.
Compliance with Laws
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. The 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. The 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. The 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).