DISTANCE SALES AGREEMENT (B2B)
Article 1 – Parties to the Agreement
1.1. Seller
NETSAN AMBALAJ MOBİLYA SAN. VE TİC. LTD. ŞTİ
Address: İndiskoru Köyü Küçükköy Mevkii Küçükköy Küme Evleri No:63 17202 Biga
Çanakkale/Türkiye
Website: www.arnettib2b.com
Email: [email protected]
Phone: +90 546 511 73 70
1.2. Buyer
Consumer (BUSINESS CUSTOMER)
Article 2 – Subject
of the Agreement
2.1. The Buyer
acknowledges and confirms having read and understood all preliminary
information concerning the features, price, payment terms, delivery conditions,
and the right of withdrawal related to the goods/services. The Buyer affirms
acceptance of these terms electronically prior to placing the order.
The individual to
whom the invoice is issued is also a party to this agreement and is responsible
for providing accurate and complete information. Any damages resulting from
incorrect or incomplete data will be the Buyer's liability.
2.2. The preliminary
information and invoice on the www.arnettib2b.com payment page constitute
integral parts of this agreement.
Article 3 – Date and
Force Majeure
3.1. This agreement,
issued in duplicate and signed by the Seller, is deemed valid upon the Buyer's
signature dated ............ A copy will be sent to the Buyer via email.
Force majeure refers
to events not present or foreseeable at the time of signing, which are beyond
the parties' control and prevent them from fulfilling their contractual
obligations.
3.2. Such events
include but are not limited to natural disasters, war, terrorism, civil unrest,
changes in legislation, seizures, strikes, lockouts, or significant failures in
production or communication systems.
3.3. If force
majeure persists for 30 (thirty) days, either party may terminate the contract
unilaterally.
Article 4 – Delivery
Costs and Performance (Incoterms® 2020)
4.1. Unless
otherwise stated by the Seller on its website—such as for promotional offers
applicable to orders exceeding a specified amount—all delivery costs shall be
borne by the Buyer.
4.2. Delivery shall
be carried out as soon as possible following confirmation of payment and
verification of product availability. The Seller is obligated to deliver the
goods within 30 (thirty) days, with the right to extend the delivery period by
an additional 10 (ten) days upon written notification to the Buyer. In the event
of non-payment or payment cancellation by the bank, the Seller shall be
released from any delivery obligations.
4.3. If the purchase
is made under EXW (Ex Works) Incoterms® 2020, the Buyer is solely
responsible for arranging transportation from the Seller’s premises, including
all costs, risks, and responsibilities associated with loading, customs
clearance (if applicable), and onward shipment. The Seller’s responsibility
ends once the goods are made available at the designated location.
Article 5 – Seller’s
Rights and Obligations
5.1. The Seller is
responsible for delivering the product complete, undamaged, and as specified,
including any warranty documents or user manuals.
The Seller is not
liable if a person other than the Buyer refuses delivery. Returns must be
picked up within 14 (fourteen) days of withdrawal notice, and refunds issued
within 14 (fourteen) days. The Seller may offer an equivalent product before
the delivery deadline.
5.2. If production/delivery
becomes impossible, the Seller shall notify the Buyer and refund the payment
within 14 (fourteen) days.
Defective goods
covered under warranty must be returned by the Buyer for repair as per the
warranty conditions.
5.3. The Buyer must
be at least 18 years old. The Seller assumes accuracy of the provided age and
information.
Failure to pay
within 3 (three) days of the order gives the Seller the right to cancel the
transaction unilaterally.
Article 6 – Buyer’s
Rights and Obligations
6.1. The Buyer
agrees to fulfill all obligations unless hindered by force majeure and accepts
the agreement terms upon ordering.
6.2. The Buyer must
inspect goods upon delivery. Acceptance of damaged items waives the right to
claim. The Buyer is responsible for preserving the goods after delivery.
6.3. The Buyer
confirms awareness of all relevant notices and policies listed on www.arnettib2b.com.
Article 7 –
Specifications of Goods/Services
7.1. The goods’ type,
brand, model, quantity, color, and total price including taxes are detailed on
the product page and invoice, both of which are part of this agreement.
Article 8 – Price
8.1. The final
price, inclusive of all applicable taxes and fees, is detailed in the invoice
emailed to the Buyer and included with the shipment.
Article 9 – Order,
Payment, and Shipping
9.1. Credit card
payments follow the terms and conditions set by the bank.
9.2. For bank
transfers/EFT, the processing date is the date funds reach the Seller’s
account. Order numbers must be cited.
9.3. Orders are
processed after payment confirmation and email approval.
9.4. In case of
payment or shipping issues, the Buyer will be contacted. The Buyer may need to
consult their bank.
9.5. If the product becomes unavailable, the Buyer is notified and may choose a substitute, wait, or cancel the order. Refunds are processed within 14 (fourteen) days.
Shipping (Under
Incoterms® 2020 – DAP/DDP and DHL/UPS Terms)
9.6. Upon payment
confirmation and completion of production, the Seller arranges delivery of the
goods through an international courier service (such as DHL or UPS) under DAP
(Delivered at Place) or DDP (Delivered Duty Paid) terms, as specified in the
order. The goods are dispatched within 3 (three) business days, with a possible
extension of up to 12 (twelve) additional days in case of unforeseen logistics
or customs delays. The Seller shall provide the Buyer with tracking information
via email upon handover to the courier.
Under EXW (Ex Works)
or FCA (Free Carrier) Incoterms® 2020, the Seller’s delivery obligation is
fulfilled once the goods are handed over to the courier or made available at
the agreed location.
9.7. Under DAP
terms, the Buyer is responsible for any applicable import duties, taxes, or
customs clearance procedures unless the sale is concluded under DDP terms, in
which case the Seller assumes these costs and responsibilities. In both cases,
if the courier is unable to deliver directly to the specified address, the
Buyer agrees to collect the goods from the nearest courier branch or designated
pickup point.
9.8. Should delivery
fail due to incorrect or incomplete address information provided by the Buyer,
or due to the absence of the recipient, the Buyer shall bear all resulting
costs, including re-delivery fees, storage charges, or return freight costs, as
invoiced by the courier.
9.9. Any damage to
the shipment must be reported at the time of delivery by requesting and
obtaining a formal damage report from the courier. Acceptance of the delivery
without such documentation shall be deemed acknowledgment that the goods were
received in proper condition, waiving any future claims related to transit
damage.
Article 10 – Return
and Right of Withdrawal (B2B – Incoterms® 2020 Compliance)
10.1. In B2B
transactions, the right of withdrawal is not governed by consumer protection
laws and shall only apply if explicitly agreed upon in writing between the
parties. If the Seller allows for withdrawal, the Buyer must notify the Seller
in writing within 14 (fourteen) calendar days from the date of delivery.
Returns must include the original commercial invoice and be in resalable
condition. The Buyer bears all return-related costs, including transportation,
insurance, customs duties, and taxes, in accordance with the applicable
Incoterms® 2020 delivery term (e.g., EXW, DAP, etc.).
10.2. Returned goods
must be unused, undamaged, and in their original packaging, accompanied by all
accessories, documentation, and original commercial invoice. Any deviation from
this may result in the return being rejected or subject to a restocking fee.
10.3. Goods that are
produced, customized, or specially ordered to the Buyer’s specifications are
non-returnable and non-refundable under any circumstances.
10.4. If the goods
show any signs of use, installation, or alteration not permitted under the
return agreement, the Seller reserves the right to reduce the refund amount
proportionally or reject the return entirely. Any loss in value due to improper
handling shall be compensated by the Buyer.
10.5. Products that
are damaged, incomplete, or not in their original resale condition upon return
will not be accepted. The Seller may, at its discretion, return the product to
the Buyer at the Buyer’s expense or dispose of the goods after prior written
notice.
10.6. Refunds, where
applicable, will be issued only after inspection and acceptance of the returned
goods by the Seller. All refunds will be made via the original method of
payment. Cash refunds are not permitted. Credit card or bank transfer refunds
are subject to standard processing times and the policies of the financial
institutions involved.
Article 11 – Warranty Conditions (B2B)
11.1. For commercial transactions, warranty
terms, durations, and conditions are those expressly stated on the product
detail pages at www.arnettib2b.com or in the sales agreement or
invoice. The Buyer acknowledges that all transactions are conducted under
commercial capacity, and therefore, provisions of consumer protection
legislation (including Law No. 4077) do not apply.
11.2. All warranty obligations shall be governed
in accordance with the Turkish Commercial Code and applicable international
trade standards. The Seller provides warranties solely against manufacturing
defects and only for the duration explicitly stated in writing.
11.3. The Buyer must inspect the goods upon
delivery and notify the Seller in writing of any visible defects within 5
(five) business days. Latent (hidden) defects must be reported promptly upon
discovery and within the applicable warranty period.
11.4. The Seller reserves the right to inspect
and verify any claimed defect before approving repairs, replacement, or
refunds. The Buyer is responsible for the cost of returning goods for warranty
evaluation, unless otherwise agreed in writing.
11.5. The warranty does not cover damages
resulting from improper installation, misuse, unauthorized repairs or
modifications, improper storage, handling, or maintenance by the Buyer or third
parties.
Article 12 –
Confidentiality Obligations (B2B)
12.1. The Seller,
operating via www.arnettib2b.com,
undertakes to keep all commercial, financial, and contact information received
from the Buyer strictly confidential and shall not disclose such information to
any third party or institution without the Buyer's prior written consent,
unless disclosure is required by law.
12.2. Buyer data
shall not be used for statistical, commercial, or marketing purposes by the
Seller or third parties outside the scope of the transaction or business
relationship.
12.3. The Seller may
only disclose confidential information if compelled by applicable law,
regulation, court order, or governmental authority. In such cases, disclosure
will be limited strictly to the scope of the legal requirement, and the Buyer
will be notified unless legally prohibited.
12.4. Both parties
agree to implement reasonable measures to protect the confidentiality of shared
data and not to use such data beyond the purpose of fulfilling this agreement.
Article 13 – Governing Law and Dispute Resolution (B2B
International)
13.1. This Agreement shall be governed by and
construed in accordance with the laws of the Republic of Türkiye, without
regard to its conflict of laws principles.
13.2. In the event of any dispute, controversy,
or claim arising out of or relating to this Agreement, including its validity,
breach, or termination, the parties shall first attempt to resolve the matter
amicably through good-faith negotiations.
13.3. If an amicable resolution cannot be
reached within 30 (thirty) days, the dispute shall be exclusively submitted to
the competent courts and enforcement offices of Istanbul (Central), Türkiye,
which the parties agree shall have exclusive jurisdiction.
13.4. Alternatively, the Seller reserves the
right to initiate proceedings before the competent court in the Buyer’s country
of incorporation or business operations, if deemed appropriate.
SELLER:
NETSAN AMBALAJ MOBİLYA SAN. VE TİC. LTD. ŞTİ.
BUYER:
Date: _____________