Definitions
Seller, NANODRAG, we or us means NANODRAG Teknoloji İç ve Dış Ticaret Sanayi Limited Şirketi, Saray Mah. 185 Cad. 7 No, 06980 Kahramankazan, Ankara, Turkey. The Seller is the contracting party identified in the mutually agreed Proforma Invoice or Order Confirmation.
Business Customer means a natural or legal person purchasing primarily for commercial or independent professional purposes, including a distributor, institution, laboratory, clinic or professional end user. Consumer means a natural or legal person acting for non-commercial or non-professional purposes within the scope of applicable consumer law. Customer means either a Business Customer or a Consumer, as applicable.
Goods means the laboratory equipment, instruments, tools, accessories, spare parts, supplies and consumables, identified in the Contract. Services means only the services expressly agreed in the Contract.
Contract means the agreement formed under Clause 1.2, including the mutually agreed Proforma Invoice or Order Confirmation, accepted specifications and mutually accepted changes. A purchase order issued by the Customer does not form part of the Contract except to the extent expressly accepted by us in text form and incorporated into the mutually agreed Proforma Invoice or Order Confirmation. Text form includes email unless a mandatory legal form applies. These Terms means the version supplied or made available to the Customer before conclusion of the Contract.
1. General
1.1 These Terms govern our domestic and export sales of Goods and associated Services where validly incorporated into the Contract. Individually agreed terms take priority. Conflicting customer purchasing terms apply only to the extent expressly accepted by us in text form; performance alone does not constitute acceptance. For Consumer transactions, mandatory consumer rights and Clause 16 take priority over any inconsistent provision of these Terms.
1.2 Website listings and catalogues invite enquiries and do not constitute binding offers. Unless expressly identified as binding, quotations are subject to our acceptance of the Customer’s order. The Contract is formed when we confirm acceptance in text form by issuing a mutually agreed Proforma Invoice or Order Confirmation, or when we begin the agreed performance with the Customer’s acceptance. An automated acknowledgement of receipt alone does not constitute acceptance.
1.3 The mutually agreed Proforma Invoice or Order Confirmation identifies the Goods, quantities, specifications, price, payment and delivery terms and any included Services. A purchase order issued by the Customer does not form part of the Contract, and differing terms in it apply only if we expressly accept and incorporate them into the mutually agreed Proforma Invoice or Order Confirmation. Any change after conclusion of the Contract requires mutual agreement.
1.4 Each party must comply with the export controls, sanctions, customs and import requirements applicable to its activities. The Customer must provide accurate destination, consignee and end-use information and obtain authorisations allocated to it by law and the agreed delivery term. We remain responsible for our own legal obligations.
1.5 We may suspend an affected transaction where performance would be unlawful or reasonably requires compliance verification, and will notify the Customer where legally permitted. If lawful performance proves impossible, the affected part may be terminated and payments for unperformed obligations refunded, subject to lawful established claims. The Customer must not divert or resell Goods contrary to applicable restrictions.
2. Product Information and Use
2.1 The technical specifications published on the applicable website for the ordered model at the time the Contract is concluded form part of the agreed specifications, unless deviations are expressly stated in the mutually agreed Proforma Invoice or Order Confirmation. Performance data must be read with the stated test conditions and tolerances. Images are illustrative as to appearance. Accessories shown are included only if identified as standard equipment or in the mutually agreed sales document.
2.2 Before ordering, the Customer must disclose any special application, operating environment, utilities, destination-market documentation or acceptance criteria. General guidance does not replace the Customer’s assessment of suitability, qualification or validation unless those activities are expressly included as Services.
2.3 Changes to a confirmed specification require mutual agreement where they affect function, suitability or agreed performance. Goods must be installed, stored, used and maintained in accordance with their intended use, labelling and instructions. No Good may be treated as a medical device or used for medical diagnosis or treatment unless its product documentation expressly classifies and authorises it for that purpose.
3. Prices and Taxes
3.1 Prices and currency are determined by the mutually agreed Proforma Invoice or Order Confirmation. Prices for Business Customers exclude value added tax and other applicable taxes unless expressly stated otherwise. Consumer prices include taxes and mandatory charges to the extent required by law. Freight, insurance, special packaging, installation, commissioning, training, calibration and qualification services are included only where expressly specified.
3.2 Customs duties, clearance charges and other delivery costs are allocated under the agreed delivery term. Each party bears taxes legally imposed on it unless a lawful alternative is expressly agreed. The Customer must provide valid tax and shipment information needed for any claimed exemption.
3.3 A confirmed price may not be changed unilaterally. Customer-requested changes, additional Services or revised shipping arrangements require agreement together with any additional charges. Where withholding is legally required, the Customer must provide evidence; any gross-up arrangement requires express agreement.
4. Delivery
4.1 The delivery arrangement is the one mutually agreed in the Proforma Invoice or Order Confirmation. For exports, it must identify the trade term, named place and applicable Incoterms® edition. Incoterms® 2020 applies unless another edition is expressly agreed. Where documents differ, the latest mutually accepted arrangement prevails; an unaccepted unilateral change has no effect.
4.2 Delivery dates are binding only where expressly confirmed as binding. An agreed delivery period starts once the order is confirmed and the Customer has supplied required specifications, approvals and agreed advance payments. We will notify the Customer of a material delay and the expected revised schedule.
4.3 Customer-caused delays extend the affected schedule to the extent reasonably attributable to them. We may make reasonable partial deliveries where the Goods remain usable for the agreed purpose and the Customer is not unreasonably burdened. Additional charges for a Seller-initiated split require agreement.
4.4 If we fail to deliver as agreed, the Customer may exercise applicable statutory remedies, including termination after an appropriate additional period where required by law. Claims for damages are subject to Section 9 for Business Customers and mandatory consumer law for Consumers.
4.5 Installation, commissioning, training, qualification documentation, calibration and acceptance testing are additional chargeable Services and are not included in the price of the Goods unless expressly stated. They are provided only where their scope and price are agreed in the Proforma Invoice, Order Confirmation or a separate agreement.
5. Shipment and Passing of Risk
5.1 For Business Customers, risk passes at the point defined by the agreed delivery term and named place or otherwise under applicable law. Arranging transport or charging freight does not by itself change the agreed allocation of risk. For Consumers, risk passes only as provided by mandatory consumer law, generally upon delivery to the Consumer or a third party designated by the Consumer other than the carrier.
5.2 The Customer must ensure suitable access, unloading arrangements and timely receipt to the extent allocated to it. If a Business Customer culpably delays collection or acceptance, we may recover reasonable documented additional storage and handling costs. Risk passes in such cases only where the agreed delivery rule or applicable law so provides.
5.3 The Customer should document visible transport damage with the carrier at receipt, retain packaging and promptly notify us with photographs and shipment details. Concealed damage should be reported promptly after discovery. This cooperation requirement does not remove mandatory defect rights.
6. Payment
6.1 Payment is due in full in advance unless a different payment schedule is mutually agreed in the Proforma Invoice or Order Confirmation. Where those documents differ, the latest mutually accepted payment schedule prevails. An agreed advance must be received before the related performance, and any agreed pre-shipment balance before dispatch. Issuing a document alone does not constitute acceptance of changed terms.
6.2 Payment must be made in the agreed currency to the bank account identified on our invoice. The Customer bears all transfer charges, including charges imposed by its bank and intermediary banks. We bear only charges imposed by our own bank. Any notification of changed bank details should be verified through a previously established communication channel.
6.3 Late payment is governed by applicable law. We may claim statutory default interest, permitted recovery costs and further proven loss without double recovery. If our payment claim is endangered by an apparent lack of financial capacity, we may exercise lawful rights to request payment or security and suspend performance.
6.4 A Business Customer may not set off amounts against our claims without our prior consent in text form, except for claims that are undisputed, finally adjudicated or sufficiently connected with our claim under the same contractual relationship. Statutory rights to withhold a proportionate amount remain unaffected. Consumer rights of set-off and withholding are governed by mandatory law.
7. Retention of Title
7.1 Ownership of delivered Goods remains with us until their agreed purchase price has been paid in full, to the extent permitted by law. Transfer of risk is independent of ownership. The Customer must take reasonable care of Goods still owned by us and promptly notify us of seizure or third-party interference.
7.2 A distributor may resell the Goods in the ordinary course of business, including before full payment where the agreed terms provide for deferred payment. Its obligation to pay us when due remains unaffected, irrespective of whether it has received payment from its own customer.
7.3 If the Customer materially defaults, we may seek return of retained-title Goods only in accordance with the Contract and applicable law. This clause does not authorise entry onto premises, seizure without lawful process or retention of amounts exceeding an established entitlement.
8. Defects and Commercial Warranty
8.1 Statutory defect rights and the additional commercial parts warranty below are separate. For Business Customers, the commercial warranty excludes labour, installation of parts and on-site visits, the costs of which are borne by the Customer. Mandatory rights that cannot lawfully be excluded or restricted remain unaffected.
8.2 A Business Customer must inspect the Goods and notify defects within the periods and in the manner required by applicable commercial and obligations law. Hidden defects must be notified promptly after discovery. These commercial inspection duties do not apply to a Consumer where consumer law provides otherwise.
8.3 A claim should identify the model or item, serial or batch number where applicable, order or invoice reference, defect and relevant conditions of use. We must receive a reasonable opportunity to inspect and remedy a justified defect. Supplementary performance and necessary costs follow applicable law and any valid individual agreement.
8.4 Before returning Goods, the Customer must coordinate with us, obtain return instructions, confirm the return address, enclose the return invoice or other required return document and use suitable protective packaging. The Customer must disclose contamination, decontaminate the Goods and provide an appropriate declaration where relevant.
8.5 Normal wear and damage caused by improper installation, storage, misuse, unsuitable utilities, failure to maintain Goods, expired shelf life after delivery, or unauthorised alterations are not defects for which we are responsible, to the extent the damage is attributable to that cause. Consumables and wearing parts remain subject to statutory rights for defects existing at delivery.
8.6 A Business Customer must allow reasonable time and opportunity to inspect and remedy a defect. A repair is deemed to have failed only after two unsuccessful attempts concerning the same defect, unless the nature of the Goods, the defect or other circumstances require otherwise. Price reduction or termination is available only after supplementary performance has failed and any legally required additional period has expired. Termination is excluded for an immaterial defect. Mandatory Consumer remedies remain unaffected.
8.7 Repair or replacement of Goods or parts does not automatically commence a new commercial warranty period or extend the original period. Mandatory statutory rules concerning suspension or recommencement of limitation periods remain unaffected.
8.8 For new equipment sold by us, we provide a commercial parts warranty for 24 months from the date of our commercial sales invoice for the relevant equipment, not the date of a Proforma Invoice. It covers replacement parts required to remedy a covered defect in materials or workmanship under normal intended use, subject to Section 8.5. Consumables, supplies and wearing parts are excluded from this commercial warranty unless expressly stated otherwise. Statutory rights for defects existing at delivery remain unaffected.
8.9 For a valid commercial parts warranty claim, we supply the covered replacement part without charge and pay ordinary outbound shipping to the agreed recipient address. If expedited shipping is requested, the Customer bears only the additional cost agreed in advance. Labour, installation and on-site visits are not included and are borne by the Customer unless otherwise agreed. Mandatory costs that cannot lawfully be excluded remain unaffected.
9. Limited Liability
9.1 No contractual limitation applies to loss caused by intentional misconduct, gross negligence or fraudulent concealment of a defect; death, personal injury or damage to health caused by a breach for which we are responsible; an express guarantee assumed by us within its scope; or liability that applicable law does not permit us to exclude or limit.
9.2 For ordinary negligence in a Business Customer transaction, we are liable only for breach of an essential contractual obligation whose fulfilment enables proper performance and on which the Customer may reasonably rely. Compensation is limited to loss foreseeable when the Contract was formed and typical of the Contract, subject to Clause 9.3. Liability for ordinary negligence concerning other obligations is excluded, subject to Clause 9.1.
9.3 Except for Clause 9.1, our aggregate liability to a Business Customer for damages and wasted expenditure attributable to affected Goods or Services under a Contract is capped at 100% of their agreed net price or service fee, excluding taxes, freight and duties. For multiple affected items, the ceiling is their combined net price. It applies in aggregate under that Contract and does not cap obligations to repair, replace, reduce the price or refund sums following valid termination. Consumer liability is governed by mandatory law.
9.4 The Customer must maintain safeguards appropriate to its operations, including monitoring equipment, maintaining data backups and protecting valuable samples. Failure to take reasonable measures to mitigate loss will be considered in determining compensation under applicable law.
10. Intellectual Property
10.1 Ownership of Goods does not transfer intellectual property rights in our designs, software, documentation, content or trademarks. The Customer may use supplied documentation and embedded software only as necessary for the agreed operation of the Goods, subject to mandatory rights.
10.2 Distributors may use approved product materials within their agreed authorisation and must not alter safety information, certifications, specifications or intended-use statements without approval. Purchasing Goods does not grant exclusivity or an independent trademark licence.
10.3 If a third party alleges that agreed use infringes its rights, the Customer must promptly inform us and allow reasonable coordination of the response. Remedies may include obtaining continued-use rights or providing a suitable non-infringing modification or replacement. If the legal defect cannot be remedied, statutory rights remain available; Business Customer damages are subject to Section 9.
10.4 Responsibility for infringement caused by customer-supplied designs, unauthorised changes or use outside the agreed scope is determined according to causation and applicable law. Neither party must accept a settlement imposing obligations on it without its consent.
11. Confidentiality and Data Protection
11.1 Each party must protect non-public commercial or technical information identified as confidential or reasonably understood to be confidential. It may be used only for the contractual relationship and disclosed only to persons who need it and are bound by appropriate confidentiality duties.
11.2 This duty does not cover information lawfully public, already lawfully known, independently developed or lawfully received without restriction. Legally required disclosure is permitted, with advance notice where lawful. Protection continues while the information remains confidential; a separate confidentiality agreement takes priority.
11.3 Personal data is processed under applicable data protection law and the relevant privacy notice. Data may be shared with service providers or companies within the NANODRAG group where necessary and for lawful purposes. A separate data-processing agreement will be concluded where legally required.
12. Cancellation and Voluntary Returns
12.1 A Business Customer may cancel an order by notice in text form. We may deduct actual, documented and non-recoverable costs reasonably incurred or irrevocably committed before receipt of cancellation, taking account of savings, supplier refunds and reasonable reuse or resale proceeds. No fixed cancellation penalty or automatic forfeiture of an advance applies. We will reconcile the costs and refund any balance; if eligible costs exceed the advance, the Business Customer must pay the difference.
12.2 Return of conforming Goods by a Business Customer after delivery requires our prior agreement on return arrangements and actual non-recoverable costs. Custom-built, specially procured, opened, used, contaminated, expired or improperly stored Goods may be unsuitable for voluntary return. Defect rights and Consumer withdrawal rights remain unaffected.
13. Force Majeure
13.1 A party affected by an event beyond its reasonable control that could not reasonably have been prevented or overcome must promptly notify the other, explain the expected effect and take reasonable steps to mitigate it. Relief applies only to the obligation and period actually affected. Ordinary cost increases or financial difficulty alone do not qualify.
13.2 The parties will discuss a revised schedule or alternative performance. If the obstacle continues for 90 consecutive days, either party may terminate the unperformed affected part by notice. Earlier mandatory rights remain available. Payments for performance that will not be provided must be refunded subject to lawful claims; accrued payment obligations are not excused merely by the event.
14. Product Safety, Resale and Disposal
14.1 The Customer must follow instructions and pass relevant safety and storage information to subsequent users. Distributors must maintain traceability records where required, promptly report relevant safety incidents and cooperate with corrective actions. Each party remains responsible for its own mandatory product-safety obligations.
14.2 Destination-market registration, labelling, language, importer and economic-operator responsibilities must be clarified before supply. Goods, batteries and packaging must be disposed of through lawful routes. Registration, take-back and financing duties remain with the party legally responsible unless a lawful separate agreement provides otherwise.
15. Governing Law and Business Jurisdiction
15.1 The Contract is governed by the substantive law of the Republic of Turkey. For international sales, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Overriding mandatory rules that cannot lawfully be excluded remain unaffected.
15.2 For disputes between merchants or other persons legally permitted to conclude a jurisdiction agreement, the courts and enforcement offices of Ankara, Turkey, have exclusive jurisdiction. Where an exclusive jurisdiction agreement is not legally valid, jurisdiction is determined by applicable procedural law.
15.3 Consumer disputes are submitted to the competent Consumer Arbitration Committee or Consumer Court according to applicable law, monetary thresholds and territorial jurisdiction. Nothing in these Terms restricts a Consumer’s right to apply to a legally competent authority.
16. Consumer Transactions
16.1 Where the Customer is a Consumer, the mandatory rights under Consumer Protection Law No. 6502 and related regulations apply. Any provision of these Terms that conflicts with a mandatory Consumer right is ineffective only to the extent of that conflict; the remaining provisions continue to apply.
16.2 For defective Goods, the Consumer retains the statutory rights to the remedies available under applicable consumer law, including repair, replacement, price reduction or termination where their legal conditions are met. The commercial warranty in Section 8 does not replace or shorten those rights.
16.3 Where a Contract is concluded at a distance and the statutory right of withdrawal applies, the Consumer may exercise that right within the statutory period, generally 14 days, subject to the information requirements, procedure and lawful exceptions under the Distance Contracts Regulation. No voluntary cancellation charge under Section 12 applies to the exercise of a mandatory withdrawal right.
16.4 Mandatory information concerning total price, delivery, payment, withdrawal, warranty and dispute resolution will be provided before the Consumer is bound where required. The Consumer must confirm receipt or acceptance in the form required for the relevant sales channel.
17. Final Provisions and Contact
17.1 If a provision is invalid or unenforceable, the remaining provisions continue subject to applicable law. The relevant statutory rules replace the invalid provision.
17.2 The version incorporated when the Contract is formed governs that Contract. Website updates do not retrospectively amend existing Contracts. For domestic sales, the Turkish-language version governs. For export sales, the language identified in the mutually agreed Proforma Invoice or Order Confirmation governs. Convenience translations do not change the governing text.
17.3 Contractual notices may be sent in text form, including by email, to the contacts identified in the mutually agreed Proforma Invoice or Order Confirmation unless a mandatory form applies. General enquiries: NANODRAG Teknoloji İç ve Dış Ticaret Sanayi Limited Şirketi, Saray Mah. 185 Cad. 7 No, 06980 Kahramankazan, Ankara, Turkey; info@dragsys.com; +90 312 514 2488.