General Terms and Conditions
Definitions
Background knowledge
All information, know-how, methods, techniques, technologies, skills, algorithms, methodologies, materials and intellectual property rights in the same or in related domains of the order, owned by and/or in possession of or controlled by VANELLİ prior to the commencement date of the order, as well as all developments, improvements and/or completions made by VANELLİ and/or introduced here outside of the scope of performance of the order.
Foreground knowledge
All knowledge, information, know-how, methods, techniques, skills, algorithms, materials and intellectual property developed by VANELLİ within the scope of performance of the order.
Material
All goods such as basic raw materials, additives, prototypes, photographs, … which are transferred by the customer to VANELLİ within the scope of the Order. Certificates, reports, manuals, drawings, spreadsheets, … in relation to these goods are also considered Materials.
Results
The data and goods which, according to the stipulations of the Order, are delivered by VANELLİ to the Customer at the end of the agreement, to the exclusion of any back- or foreground knowledge.
Preliminary
All works and services by VANELLİ are executed and/or rendered under the terms and conditions indicated below. Subject to any written deviation explicitly approved by VANELLİ, these terms and conditions take priority over any other contractual provision, including the customer’s general terms of purchase.
VANELLİ executes the Customer’s Order to the best of its knowledge and ability and with the meticulousness that may be expected of a professional service provider in similar circumstances, according to the rules, and bearing in mind the laws, standards, requirements and regulations in force on the date of conclusion of the agreement. As for the intended Results, VANELLİ enters into an obligation of means with the Customer.
Offers and prices
The agreement with the customer shall not take effect until the order placed by the customer has been confirmed in writing by VANELLİ or until the performance of the contract is started. This order can be placed either in writing or verbally. Unless expressly stipulated otherwise, the prices are indicative. VANELLİ reserves the right to adjust its prices, according to changes in cost prices.
The subscriber placing an order in his own name or in the capacity of mandatory, or the person paying in whole or in part for the order, even on behalf of third parties, warrants performance by these third parties and binds oneself jointly and severally for them.
Confidentiality
Unless otherwise agreed between VANELLİ and the customer, the following conditions on the use of information and materials to be exchanged within the framework of the order shall apply.
All information, of whatever nature or form, with the exception of the Results, that is made known to the Customer by VANELLİ, is confidential.
Payment of invoices
All taxes, duties and/or levies, of whatever nature, relating to results are to be paid entirely by the Customer.
PAYMENT TERMS
Complaints
Upon the delivery of Results, the Customer undertakes to check immediately whether the delivered goods correspond with what had been agreed. VANELLİ must be notified in writing of any visible defects at the latest within eight (8) working days. The defects must be described in detail by the Customer. After this term the Customer is deemed to have accepted the results and to have found that they are in conformity with the requirements. Lodging a complaint does not release the Customer from his payment obligations.
If a complaint is found to be well-founded by VANELLİ, the Order will be carried out again without the Customer being entitled to any form of compensation.
INCOTERMS
Production lead time: 6 to 8 weeks production (according to the amount it might be more or less) plus air or sea freight; production to commence from receipt of payment and approved cut samples (excluding Holidays/Bank Holidays in Turkey).
Shipping and delivery
Transit time TBA: *To be advised subject to shipping transit dates. Given transit time is without guarantee and subject to change without prior notice; directly related to the shipping line and out of Vanelli control.
Shipping documents to be provided by Vanelli;
LEAD TIME
Delivery Dates/Production lead time will commence upon receipt of advanced payment and approved cut samples.
Goods will not be released or dispatched from factory until balance payments are completed (wherever applicable).
Vanelli is able to keep the goods for a period of 2 weeks following the balance payment requests. If no payment has been received within 2 weeks, Vanelli reserves the right to ship the goods to a warehouse, after which, the shipping and storage costs will be billed to the client.
All packaging will follow our factory’s standard export packaging. Special packaging requirements need to be stated in advance for us to confirm additional costs (if any).
Should the Client require specific certifications, please note that this has not been considered in our quote and it is the Client’s responsibility to identify (prior to ordering) any certifications needed in order for Vanelli to check if the same can be provided.
By confirming the order, the Purchaser commits himself/herself/itself to these General Terms and Conditions, of which he/she/it declares knowledge and compliance.
Order cancellations: Refunds on advance payments received will be considered at Vanelli’s discretion, depending at which stage the cancellation-request was received. Vanelli reserves the right to review abortive cost associated with any cancellation/variation.
Vanelli reserves the right to claim for the full order amount for custom orders that are cancelled.
Any complaints regarding the delivery must reach us within 3 days after delivery and definitely before the goods are used or resold. Any dispute in connection with deliveries from Vanelli must be settled in accordance with Turkish law.