Distance Sales Framework Agreement
This Distance Sales Framework Agreement (the “Agreement”) governs purchases made through the Nanografi online store.
Where the Buyer qualifies as a consumer under applicable consumer protection law, this Agreement also constitutes the applicable Distance Sales Agreement. Mandatory consumer rights shall prevail over any conflicting provision of this Agreement or Nanografi’s general Terms and Conditions of Sale.
1. Seller and Buyer
Seller: Nanografi Yüksek Teknoloji ve İleri Malzemeler Anonim Şirketi (“Nanografi” or the “Seller”)
Head Office: ODTÜ Teknokent No:13/1-1, 06531 Çankaya, Ankara, Türkiye
MERSIS / Tax No.: 0629174115200001 / 6291741152
Telephone: +90 312 285 85 09
E-mail: info@nanografi.com
Order / withdrawal communications: sales@nanografi.com
Website: shop.nanografi.com
The “Buyer” means the person or entity placing the relevant order. A Buyer acting for commercial, professional, institutional, research or industrial purposes is referred to as a “Business Buyer”. A Buyer qualifying as a consumer under mandatory applicable law is referred to as a “Consumer”. Any declaration made during checkout regarding Buyer status shall not waive rights that cannot legally be waived.
2. Order-Specific Information
2.1. The products, quantities, principal characteristics, unit prices, applicable taxes, delivery charges, other disclosed costs, payment method, delivery address and estimated delivery period shown in the checkout page and the order confirmation constitute the “Order Summary” and form an integral part of this Agreement.
2.2. For Consumers, the total amount payable, including taxes collected by Nanografi and any applicable delivery or other mandatory charges, shall be displayed before the order is placed.
2.3. By placing the order, the Buyer confirms that the Order Summary and applicable pre-contract information have been reviewed and that placing the order creates an obligation to pay.
3. Order Formation and Acceptance
3.1. Submission of an order constitutes an offer to purchase. The sales contract is concluded when Nanografi issues an order confirmation expressly accepting the order. An automated acknowledgment of receipt does not constitute acceptance unless expressly stated otherwise.
3.2. Nanografi may reject an order before acceptance where reasonably necessary due to payment failure, manifest pricing or system error, product or destination restrictions, export-control or sanctions requirements, safety or dangerous-goods restrictions, or other lawful reasons.
3.3. If payment has already been collected for an order that is not accepted or cannot lawfully be fulfilled, Nanografi will refund the amount collected within the period required by applicable law.
3.4. After acceptance, Consumer orders shall not be cancelled by Nanografi except where permitted by applicable law or this Agreement, subject to mandatory consumer rights. Lack of stock alone shall not be treated as impossibility where applicable consumer law provides otherwise.
4. Prices, Taxes and Payment
4.1. Payment shall be made using the methods displayed at checkout. Payments may be processed through third-party payment service providers, including iyzico where enabled.
4.2. Prices for Business Buyers may be stated exclusive of VAT or similar taxes. Consumer checkout information will show the total amount payable in accordance with mandatory consumer law.
4.3. For international shipments, customs duties, import VAT, import taxes, brokerage charges, customs clearance expenses, permits, licence costs and other destination-country charges not collected by Nanografi are the Buyer’s responsibility where this has been disclosed before the order is placed.
4.4. Any manifest technical or system pricing error may be corrected before acceptance of the order without prejudice to Nanografi’s rights arising from manifest error, mistake, fraud or other grounds available under applicable law. Nanografi will not increase the confirmed price of a Consumer order after the contract has been concluded except where expressly permitted by mandatory law.
5. Delivery, Backorders and Risk
5.1. For all kind of buyers and consumers, delivery dates are estimates unless expressly confirmed as binding.
5.2. Nanografi may make partial shipments or use more than one package where operationally necessary, provided that a Consumer is not charged an undisclosed additional amount.
5.3. Standard Consumer orders will be delivered within any mandatory statutory maximum delivery period. A standard product requiring a lead time exceeding that period will not be treated as an ordinary Consumer backorder unless permitted by applicable law.
5.4. Products manufactured or prepared according to the Buyer’s specifications may be subject to longer production and delivery periods stated in the Order Summary.
5.5. For Consumer sales, risk of accidental loss or damage remains with Nanografi until the product is delivered to the Consumer or a third party designated by the Consumer, except where the Consumer independently selects a carrier not offered by Nanografi and applicable law provides otherwise.
5.6. For Business Buyers, delivery and transfer of risk are governed by Nanografi’s Terms and Conditions of Sale and the applicable quotation or Order Confirmation.
5.7. The Buyer is responsible for providing a complete and accurate delivery address and for reasonably cooperating with customs and delivery procedures. Additional costs resulting from an incorrect address, unjustified refusal of delivery, failure to collect a shipment, or failure to complete required import formalities may be charged to the Buyer to the extent permitted by law.
6. International Trade, Import and Export Compliance
6.1. The Buyer is responsible for determining whether the products may lawfully be imported, possessed and used in the destination country and for obtaining any required licences, permits or customs clearances.
6.2. Nanografi may refuse, suspend or cancel a shipment where required by applicable export-control, sanctions, customs, dangerous-goods or other mandatory laws or regulations.
6.3. Nanografi shall not be required to supply products to any person, entity, territory or end use where doing so would expose Nanografi or its service providers to a violation of applicable law.
7. Product Nature, Safety and Permitted Use
7.1. Many Nanografi products are advanced materials, nanomaterials, chemicals, powders, nanoparticles, research chemicals or other products intended principally for laboratory, research, technical or industrial use.
7.2. Unless expressly stated otherwise in the relevant product documentation, a product is not represented as approved for use in food, pharmaceuticals, medical devices, cosmetics, human or animal treatment or any other regulated application.
7.3. The Buyer must review applicable product specifications, labels, Safety Data Sheets and handling, transport and storage instructions and must use the product only in accordance with applicable law and appropriate safety procedures.
7.4. The Buyer is responsible for evaluating the suitability of a product for the Buyer’s intended application. Technical information or assistance supplied by Nanografi is informational and does not constitute a separate guarantee of suitability for a particular application unless expressly agreed in writing.
7.5. Nothing in this Section limits any mandatory statutory rights of a Consumer concerning defective or unsafe products.
8. Inspection, Damage and Non-Conformity
8.1. The Buyer should inspect the shipment promptly after delivery.
8.2. Business Buyers must notify Nanografi in writing of visible shortages, shipping damage or apparent non-conformity within five (5) days after receipt, without prejudice to rights that cannot legally be restricted.
8.3. Consumers are encouraged to notify Nanografi promptly of damage, shortage or non-conformity in order to facilitate investigation with the carrier; however, failure to notify within five days does not waive any mandatory statutory right.
8.4. Where a Consumer receives defective or non-conforming goods, the Consumer’s mandatory statutory remedies remain fully available and are not limited by Nanografi’s commercial return policy.
9. Cancellation by Business Buyers
9.1. A Business Buyer may request cancellation of a standard stock-product order before shipment. Cancellation is effective only when confirmed by Nanografi in writing.
9.2. Where an order has entered packing, production, procurement or logistics, Nanografi may condition cancellation on reimbursement of reasonable costs already incurred.
9.3. Custom-made, specially manufactured, specially packaged or specially procured products may not be cancelled after production, procurement or customization has commenced, unless Nanografi agrees otherwise in writing.
9.4. This Section does not restrict any mandatory withdrawal right available to a Consumer.
10. Consumer Right of Withdrawal
10.1. Unless a statutory exception applies, a Consumer may withdraw from a distance sale without giving any reason and without contractual penalty within fourteen (14) days from the date on which the Consumer or a third party designated by the Consumer receives the goods.
10.2. For an order consisting of multiple goods delivered separately, the withdrawal period begins when the final relevant item is received.
10.3. The Consumer may exercise the right of withdrawal by sending an unequivocal written statement to sales@nanografi.com or to Nanografi’s address stated in Section 1 before expiry of the withdrawal period.
10.4. After exercising the right of withdrawal, the Consumer must return the goods within the period prescribed by applicable law, unless Nanografi has offered to collect them.
10.5. The designated return carrier, return procedure and any return shipping cost lawfully chargeable to the Consumer will be stated in the pre-contract information or Order Summary. If such information is not properly provided, Nanografi will bear the return cost to the extent required by law.
10.6. Refunds will be made using the original payment method, without imposing an additional fee on the Consumer, within the period prescribed by applicable law.
10.7. For dangerous goods, chemicals or products requiring special transport, the Consumer must contact Nanografi before shipment and follow Nanografi’s lawful return-transport instructions. This safety requirement does not remove a statutory withdrawal right where such right exists.
11. Exceptions to the Consumer Right of Withdrawal
11.1. To the extent permitted by applicable law, the right of withdrawal does not apply, in particular, to:
- products manufactured, prepared, formulated, cut, packaged or otherwise customized according to the Consumer’s requests or personal requirements, including customized size, purity, concentration, formulation, quantity, packaging or technical specification (non-standard specifications specifically manufactured or prepared for the Consumer and not ordinarily held for general resale);
- products liable to deteriorate rapidly or expire;
- products whose protective packaging, seal or similar protective element has been opened after delivery where return is unsuitable for genuine health or hygiene reasons;
- products which, after delivery, become inseparably mixed with other goods by their nature; and
- any other category expressly excluded from the statutory right of withdrawal by applicable mandatory law.
11.2. Where an exception applies to a particular product, this will be identified to the Consumer before the order is placed.
12. Returns Outside Mandatory Consumer Rights
12.1. Any voluntary return outside a statutory Consumer right requires Nanografi’s prior approval and compliance with the return instructions provided by Nanografi.
12.2. Products that have been used, contaminated, altered, improperly stored, relabelled or damaged after delivery may be refused where permitted by law.
12.3. Restocking, processing or similar charges may apply to discretionary returns by Business Buyers but will not be applied to a Consumer’s valid statutory withdrawal or defective-product claim where such a charge is prohibited by law.
13. Liability
13.1. To the maximum extent permitted by law, Nanografi is not responsible for loss caused by misuse, improper handling or storage, unauthorized modification, use outside published specifications, failure to follow Safety Data Sheets or instructions, unlawful use or use in an application for which the product was not represented as suitable.
13.2. For Business Buyers, the limitations of liability contained in Nanografi’s Terms and Conditions of Sale continue to apply.
13.3. Nothing in this Agreement excludes or limits liability, remedies or statutory rights that cannot lawfully be excluded or limited, including mandatory Consumer rights.
14. Force Majeure
14.1. Nanografi will not be liable for delay caused by events reasonably beyond its control, including carrier disruption, customs delay, governmental restrictions, embargo, war, civil disturbance, natural disaster, fire, epidemic, labour disruption, shortage of raw materials or utilities, or similar events.
14.2. This Section does not remove any mandatory Consumer right to terminate the contract or receive a refund where the applicable statutory delivery requirements are not met.
15. General Terms, Governing Law and Disputes
15.1. For Business Buyers, Nanografi’s Terms and Conditions of Sale are incorporated into the sales contract and continue to govern commercial matters not expressly addressed in this Agreement.
15.2. For Consumers, this Agreement, the Order Summary and mandatory consumer protection law prevail over any conflicting provision of the Terms and Conditions of Sale. No provision shall be interpreted as a waiver of a mandatory Consumer right.
The Agreement is governed by the laws of the Republic of Türkiye, without prejudice to mandatory consumer protections that may apply to an international Consumer under the law of the Consumer’s country of habitual residence.
15.3. A Consumer may submit disputes to the competent Consumer Arbitration Committee (Tüketici Hakem Heyeti) or Consumer Court (Tüketici Mahkemesi) in accordance with the applicable jurisdictional and monetary rules. Any other mandatory forum available to an international Consumer remains unaffected.
15.4. If any provision of this Agreement is invalid or unenforceable, the remaining provisions remain in effect to the extent permitted by law.
16. Electronic Acceptance and Record
16.1. By selecting the relevant acceptance box and placing the order, the Buyer confirms that the Buyer has had an opportunity to review this Agreement, the Order Summary and the applicable pre-contract information before becoming bound.
16.2. A copy of the applicable contractual information and Order Confirmation may be provided electronically and retained by Nanografi for the period required by applicable law.