The following “Terms and Conditions” apply to all our sales.
You can also download them as a PDF document from the link below.
TERMS AND CONDITIONS
1. Validity
All offers, deliveries and other services provided by us are made exclusively on the basis of the following “Terms and Conditions”. Our “Terms and Conditions” shall also apply to all future transactions. The general terms and conditions of the contracting party which are not expressly recognized by us shall be invalid. Our “Terms and Conditions” shall also apply if we deliver goods to the contracting party without reservation in full knowledge of the terms and conditions of the contracting party that conflict with or deviate from our “Terms and Conditions”. Unless expressly stated otherwise, the statutory provisions shall apply. Changes and additions to these “Terms and Conditions” must be made in writing. Any verbal agreements shall immediately be confirmed in detail in writing by the contracting parties.
2. Offer
a) Our offers are subject to change without notice and are non-binding. Inquiries from contracting parties which do not form the content of an order or order confirmation are not binding on us.
b) If the offers or order confirmations are based on documents such as illustrations or drawings, these shall be deemed to be non-binding. We reserve the right of ownership and copyright to all such documents. These documents may not be made accessible to third parties without our prior written consent. Dimensions or weights shall be deemed to be approximate values that are typical in the industry, unless expressly stated by us to be binding.
3. Conclusion of a Contract and Scope of Delivery
a) If an order is placed by the contracting party in response to an offer from us, the contract shall only be concluded upon our written order confirmation, from which the content and scope of the fulfillment of such shall exclusively arise. If no order confirmation is issued by us in response to an order placed by the contracting party, e.g. in the case of products or consumables, the contract shall be concluded upon execution f the order by us. In this case, the content and scope of the contractual performance arises from the article description in the respective current VENEA catalogs or webpage. If an item is not listed in the catalogs and a delivery is nevertheless made without an order confirmation, the content and scope of the service shall be based on the written order.
b) The hardware, software, accessories and designs of the machines purchased may differ from all marketing materials and quotations for the products supplied, provided they offer the same or better performance. They may also vary between models and orders. Unless otherwise stated in writing in the quotation, order confirmation or proforma invoice, the manufacturers of all hardware, software and accessories may differ from all our media (website, brochures, social media, advertisements etc.). If required, the order may be made using specific components available from us.
d) The conclusion of the contract is subject to self delivery. This shall not apply if we are responsible for the nondelivery, in particular if we have not concluded a congruent hedging transaction. We will immediately notify the contracting party of the non-availability of the goods and refund any compensatory measures implemented without delay.
4. Prices and Payment Terms
a) Unless otherwise stated in the order confirmation, our prices are net, ex-works and in Euro, excluding packaging, freight, carriage, postage, insurance, customs duties and the applicable statutory rate of value added tax.
b) Unless fixed prices have been agreed, the prices set out in our current price lists shall apply. The prices set forth therein shall apply subject to the condition that our “Terms and Conditions” are accepted by the contracting party without restriction.
c) Unless otherwise agreed, deliveries will only be carried out against prepayment or credit card.
d) Unless otherwise agreed in writing, the terms of payment are 60% advance payment on order, 40% payment before delivery. If the order is cancelled after payment has been made and production has started, VENEA has the right to retain 1/3 of the advance payment or 1/5 of total payment against the costs incurred.
d) Unless otherwise agreed, invoices shall be due for payment within 30 days of the invoice date. Payments shall only be deemed to have been carried out when they are credited to our account.
e) If, after the conclusion of the contract, it becomes apparent that our claim for payment is endangered by the contracting party’s inability to pay, we may refuse performance and set the contracting party a reasonable period within which it must pay for the delivery concurrently or provide security. In the event of the contracting party’s refusal or the unsuccessful expiry of the deadline, we reserve the right to withdraw from the contract and demand compensation for damages.
f) In the event of default in payment, we shall be entitled to chargeinterest of commercial default or advance interst rates according to Turkish Commercial Law. The assertion of further damages caused by delay remains unaffected.
g) The contracting party shall only be entitled to rights of set-off or retention to the extent that its counterclaim is undisputed or has been legally established or it is based on the same contractual relationship as our claim.
5. Delivery
a) Delivery dates and deadlines are always only approximate and are not binding for us unless a delivery date has been expressly agreed in writing as binding.
b) Delivery periods shall commence with the date of the order confirmation or, in the case of an agreed advance payment, with our receipt of payment. Delivery periods and deadlines shall be deemed to have been fulfilled if, by the time such deadlines expire, the delivery item has left our shipping site or the contracting party has been notified in writing that the delivery item is ready for dispatch.
c) Delivery dates and delivery periods shall be extended appropriately if the contracting party delays or fails to perform any essential or agreed cooperative actions, and in the event of force majeure and all other impediments for which we are not responsible and which have a considerable influence on the delivery or service, in particular strikes and lockouts at our company, our suppliers or their subcontractors, and in the event of war, pandemics and natural disasters. We shall be released from the delivery obligation if the delivery or service becomes impossible or unreasonable due to the aforementioned circumstances. If the delivery time is extended or if we are released from the delivery obligation, the contracting party can derive no claims for damages arising from such extension or release.
d) Unless otherwise agreed, changes to the order shall result in the cancellation of agreed dates and deadlines. If, after conclusion of the contract, the contracting party requests amendments or additions to the order which make it impossible to meet the delivery date, such date will be extended in accordance with the changes and additions by a period that is appropriate to effect such amendments and additions.
e) We shall have a right of retention for further deliveries until all previous deliveries have been
paid in full.
f) We reserve the right to make partial deliveries and provide partial services, provided that the partial delivery is usable for the contracting party within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the contracting party does not incur a significant additional outlay or cost (unless we agree to bear such costs).
6. Shipping and Transfer of Risk
a) In the absence of a specific agreement, the choice of the shipping route and the shipping method shall be at our discretion. At the request of the contracting party, the delivery item will be insured for transport. The costs of shipping, packaging that is standard in the industry and transport insurance shall be borne by the contracting party.
b) Goods notified as ready for dispatch must be assumed by the contracting party without delay, otherwise we are entitled to ship them at our own discretion and/or to store them at the expense and risk of the contracting party.
c) The risk shall pass to the contracting party when the delivery item is handed over to the railroad, the freight forwarder, the carrier and other shipping agents or upon notification that the item is ready for shipment, but no later than when it leaves the factory or distribution warehouse, even if we have assumed responsibility for delivery. The shipment is always carried out on behalf of the contracting party.
d) The contracting party shall be obliged to accept a delivery item even if such item exhibits only minor deviations from the agreed quality or a minimal impairment of use.
e) If the shipment is delayed at the request of the contracting party, the contracting party may be charged for any costs arising from storage.
f) If we state our willingness to take back an ordered and properly delivered item as a matter of goodwill, we shall be entitled to charge a reasonable restocking fee. The following thereby applies: Only items such as products or consumables in a proper, salable condition are eligible for return. No custom-made products or orders may be returned; this includes in particular complete machines. After returning the items, the contracting party will receive a credit note in the amount of the value of the goods, minus the restocking fee. This will not be paid in cash, but will only be offset against future purchases or orders.
7. Installation and Assembly
a) Installation, assembly and commissioning will only be carried out by us upon a written agreement. This is the responsibility of the contracting party, unless otherwise agreed.
b) If we undertake the installation, assembly and commissioning of complete products, we will send an information letter well in advance of the delivery, which will contain all the necessary requirements (required floor space and passage width, requirements for the installation site, forklift for unloading, etc.) to ensure efficient delivery and installation. The contracting party must ensure that all the above requirements are fully met prior to delivery. The contracting party shall also bear the costs of installation, assembly and commissioning, including travel expenses based on our valid rates and price lists.
c) If, upon delivery, we install and assemble the item, the risk shall be transferred on the date of acceptance at the premises of the contracting party and, if a trial operation has been agreed, after the faultless trial operation.
8. Delay in Delivery and Inability to Deliver
a) In the event of a delay in delivery, withdrawal in lieu of performance shall also require the contracting party to set us a prior reasonable deadline in writing to provide the performance due under the contract, with a threat of refusal to accept the service. The time limit is at least 50% of the agreed or stated delivery time, but a minimum of 2 weeks. After expiry of this period, the contracting party shall, after a request from us, state whether it would like to uphold the delivery or withdraw from the contract. The contracting party shall not be entitled to reject the delivery or to withdraw from the contract in lieu of performance if it fails to state its intention within a reasonable period set by us.
b) Should we be unable to carry out the delivery or if we are in default of such, the contracting party may only withdraw from the contract if we are liable for a breach of our obligation.
c) The contracting party may not withdraw from the contract before the performance is due or in the event of only an insignificant breach of duty on our part. Withdrawal is excluded if the contracting party is solely or essentially responsible for the circumstances that would entitle it to withdraw, or if circumstances arise during the contracting party’s default in acceptance for which we are not liable.
9. Rights to the Software
a) Our software (program and user manual) is protected by law. All rights to the software and other items provided or made available to the contracting party in connection with the initiation and performance of the contract shall be vested exclusively in us. If third parties are entitled to such rights, we shall be entitled to the corresponding exploitation rights.
b) The contracting party is granted a simple, non-exclusive right to use to the software, which is not limited in space or time. Unless otherwise agreed, the software may only be used on hardware supplied by us or, in the case of the contracting party’s own hardware, only on a single computer.
c) In addition, the mandatory provisions of the Copyright Act, the Industrial Property Act and the Intellectual Property Act shall also apply to the rights of use.
d) The contracting party shall receive the software consisting of the machine program and the user manual. Unless otherwise agreed, the programmes and the manual shall be delivered via the Internet (e-mail, message, remote access etc.) or on a data storage device (USB stick, SD card, CD-ROM etc.). The contracting party has no right to the source program.
10. Defects
a) The delivery items shall be deemed free from defects if they correspond to the quality agreed. The quality of the delivery items arises exclusively from the information in the order confirmations or, if the delivery is fulfilled without an order confirmation, from the item description in the respective current VENEA catalogs or webpage. The contracting party shall bear the risk of the suitability of the delivery items for the purpose intended by the contracting party and their compatibility with other components or systems. The condition at the time of transfer of risk shall be exclusively the contractual condition of the delivery items.
b) In particular, we shall not be liable for malfunctions and/or damage caused by unsuitable or improper use or operation, faulty assembly or commissioning by the contracting party or third parties, incompatibility with other systems or modules, normal wear and tear, faulty or negligent handling, or for the consequences of improper modifications or repair work carried out by the contracting party or third parties without our consent. The contracting party is responsible for the data backup.
c) The contracting party shall subject the delivery items to a thorough inspection immediately after delivery, and such items will be deemed to have been approved by the contracting party regarding obvious defects if the contracting party fails to immediately notify us in writing no later than within eight working days (If the end of the period coincides with a weekend or public holiday, the day after the end of the weekend and public holiday is considered the last day) after delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the contracting party if such defects are not immediately notified to us in writing no later than eight working days from the date on which the defect became apparent. However, if the defect was already apparent at an earlier time during normal use, the earlier date shall be decisive for the start of the period of notification of defects.
d) The contracting party shall provide the opportunity to verify notices of defects, also by third parties. If the notice of defect is invalid and the contracting party has recognized this or has negligently failed to recognize this, it shall be obliged to compensate us for any costs incurred for the inspection.
e) In the event of defects, we shall, at our discretion, remedy the defect or deliver a new product subsequent performance). In the event of a failure, unreasonableness or refusal of subsequent performance, the contracting party may reduce the price or, in the case of defects that are not merely insignificant, withdraw from the contract and/or claim damages within the limits of no. 12. Any costs arising from subsequent performance due to the fact that the delivery items have been moved to a site other than the agreed place of performance shall only be borne by us if a corresponding agreement has been made.
f) Following consultation with the contracting party, the latter must grant us the necessary time and opportunity for remedial action or subsequent delivery. The contracting party shall provide a description of all the defects or malfunctions in writing that is as accurate and comprehensive as possible to help us to analyze and remedy the defect. We shall be entitled to attempts at remedial measures to the extent permitted by law. The complexity of the software may also require several remedial attempts under certain circumstances.
g) We reserve the right to attempt remedial measures in accordance with our warranty conditions as specified in no. 11 below. The contracting party shall, in any event, send us the defective components free of charge upon request. In this case, we shall remedy the defect by sending a defect-free component free of charge to the contracting party. If the defect cannot be remedied in this way, it will be rectified by a service technician on site. We may also eliminate any software defects by remote data transmission and with software patches or alternative program components. An equivalent new version of the program or the equivalent previous software version that was error-free shall be accepted by the contracting party if this is reasonable for the latter. We shall be released from any liability if the contracting party declines the above options.
h) Should the supplementary performance fail, the contracting party shall be entitled to reduce the remuneration and, in the event of a significant breach of the obligation, to withdraw from the contract and/or to claim damages in accordance with no. 12. i. Claims for defects shall become statute-barred one year after the handover of the delivery item. This shall not apply if longer periods are mandatory.
11. Liability
a) In the event of a minor breach of any material contractual obligations (i.e. an obligation whose fulfillment is a prerequisite for the proper execution of the contract or on whose fulfillment the contracting party may regularly rely), our liability shall be limited to the foreseeable damage typical for the contract. Our liability for a minor breach of non-contractual obligations is excluded. These provisions shall apply accordingly to our liability for reimbursement of futile costs.
b) When determining the sum of damages to be paid by us, our economic circumstances, the type, scope and duration of the business relationship, any contributions to causation and/or fault on the part of the contracting party and a particularly unfavorable installation situation of the delivery items shall be reasonably taken into account in our favor. In particular, the compensation, costs and expenses we will incur must be commensurate with the value of the delivery items.
c) The above provision shall also apply to our legal representatives, employees and vicarious agents.
12. Warranty and Service
Unless otherwise agreed, the warranty period for the machine is 1 (one) year. The warranty of the laser in the machine starts from the date of its manufacture and the warranty conditions of the laser manufacturer apply.
The following cases, including but not limited to, are not covered by the warranty and are not our responsibility:
a) Malfunctions and problems caused by the contracting party and resulting from its own use (User Errors) or caused by the contracting party’s own electrical and gas systems.
b) Problems caused by the use of consumables supplied by third parties and/or contrating party (such as metal powders, filters, optical components, coater material, production plates, all types of seals and mechanical parts, etc.).
c) Malfunctions and problems caused by the user’s failure to maintain the machine or by improper maintenance.
d) Malfunctions and problems caused by incorrect positioning of the machine and lack of adequate technical equipment in the place where it is positioned.
We are in no way responsible for any loss of production due to machine malfunction.
Some softwares may require new passwords from time to time. This service is offered free of charge or can be performed online by the user. Some of the software may require a transfer fee to reinstall the software on a new computer, and some software may be valid for a certain period of time, after which a new annual fee may apply.
The contracting party is obliged to ensure the safety of the person using the machine in accordance with the law, to ensure that the contracting party’s uses all necessary equipment for the safe use of the machine and to take the necessary measures. We are not responsible for any damage that may occur. This damage is also not covered by the warranty.
In the event of late payment by the contracting party, we have the right to temporarily suspend the services provided to the contracting party, and it is a condition of full payment in order to benefit from the Warranty.
13. Retention of Title
a) The delivery item shall remain our property (reserved goods) until all the claims arising from the business relationship between us and the contracting party have been paid in full.
b) If the delivery item is processed together with other products that do not belong to us, and if there are changes in the value, type, type and structure of the delivery product, this situation will be notified to us in writing. It is accepted that we have industrial property rights and intellectual property rights over any innovations that will occur in the delivery item and the changes brought about within this scope. This covers the entire product as well as the innovation made. Even if the resulting innovation is the result of combining it with another product, this does not change this situation and does not provide any gain to the contracting party. In all other respects the same shall apply to new items created by processing, combining or mixing with respect to retained goods. In all other respects, the same shall apply to the new item created by processing, combining or mixing as to the goods subject to retention of title.
c) The resale of the reserved goods and pledges or transfers of ownership by way of security are not permitted without our prior written consent However, should the goods be resold, the contracting party shall assign to us the claim against the contracting party arising from the resale.
d) The contracting party shall immediately notify us in writing in the event of seizures or other interventions by third parties, to enable us to take legal action. If the third party is unable to reimburse us for the justified judicial and extrajudicial costs arising from this action, the contracting party shall be liable for the loss incurred by us.
e) Insofar as the respective law in the area where the delivery item is located does not permit a reservation of title, we shall be entitled to exercise all the rights we may otherwise reserve to the delivery item. The contracting party shall cooperate in all measures we may wish to implement to protect our title or, in lieu thereof, any other security interest in the delivery item.
f) The rights of use to software supplied by us shall not pass to the contracting party until the contractual remuneration has been paid in full. Prior to this, the contracting party has only a provisional right of use, which can only be revoked under the law of obligations. The rights of use shall be deemed revoked upon exercise of the reservation of title.
g) We shall release goods subject to retention of title and assigned claims to the extent that the security value of the goods subject to retention of title and the assigned claims exceeds our claims. The security value is equal to the amount of the purchase price minus 10% for recycling losses and costs. The release shall be carried out by transfer of ownership or reassignment.
14. Infringements of Property Rights
The contracting party shall immediately notify us in writing if third parties assert industrial property rights to the delivery items against it. The contracting party shall be prohibited from acknowledging the claims of the third party on its own initiative without our consent.
15. Confidentiality
a) The contracting party shall treat all commercial and technical details that are not in the public domain and of which it becomes aware through the business relationship with us as business secrets for as long as they do not become public knowledge. The contracting party’s vicarious agents (including employees) shall be bound accordingly in writing and the obligations shall be presented to us upon request.
b) The contracting party may only refer to an existing business relationship with us for advertising purposes with our prior written consent.
c) Unless already prohibited by copyright or other law, the contracting party is prohibited from obtaining a trade secret by observing, examining, dismantling or testing products or items that we have provided to it.
16. Deliveries
a) The contracting party is subject to the international trade and customs laws of the Republic of Turkey within the scope of products exported out of the country.
b) If deliveries are made duty unpaid at the request of the contracting party, the contracting party shall be liable to us for any subsequent claims from the customs authorities and shall indemnify us against such claims.
17. Place of Performance | Place of Jurisdiction | Applicable Law | Severability Clause
a) The place of performance and jurisdiction for all obligations arising directly or indirectly from the contractual relationship is the location of our registered office in Istanbul, Turkey. We also reserve the right to assert claims at the supplier’s registered office.
b) The Law of the Republic of Turkey applies to any dispute arising between the contracting party and us.
c) Any rights arising from this contract may only be transferred by the contracting party and us to third parties by mutual agreement.
d) Should any provision of these “Terms and Conditions” be or become invalid, the validity of the remainder of the contract shall be unaffected. The contracting parties shall replace the invalid provision with a provision that comes as close as possible to it in terms of economic benefit.