Foton Web Site Terms of Use and Conditions of Order

Foton Teknoloji Sanayi Ticaret Ltd. Şti. ("Foton") operates this Web site and a portfolio of other Web sites that provide online access to information about products available from Foton (the "Products") and facilitate transactions for the purchase of Products (the "Service"); this Web site and such portfolio of other Web sites are, collectively, referred to as the "Site".

By accessing and using the Site, you agree to each of the terms and conditions set forth herein ("Terms of Use"). By ordering Products, you agree to the Terms of Use, as well as the Conditions of Order, set forth below. These Terms of Use, together with the Conditions of Order, are referred to as this "Agreement."

1. Access to the Site. Your username and password are referred to as your "Identification." You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. Please contact Foton immediately at registration@foton.com.tr if you believe that your Identification has been lost or stolen, or that someone may attempt to use your Identification without your consent. Please keep in mind that no Internet site is 100% secure. Thus, while Foton strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information is at your own risk.

2. Disclaimer of Warranties. Foton agrees to transfer to you, at the time of sale, to the extent transferable, whatever warranties Foton receives from manufacturers with respect to the Products sold by Foton to you. COPIES OF SUCH MANUFACTURERS' WARRANTIES ARE AVAILABLE PRIOR TO THE PURCHASE OF PRODUCTS BY CONTACTING FOTON. FOTON, AND ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, OR WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT, AND THE FOTON PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH REGARD TO THE PRODUCTS, THE SITE, THE SERVICE, AND THE CONTENT. THE FOTON PARTIES DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. THE FOTON PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE PRODUCTS ARE SOLD ON AN "AS-AVAILABLE" BASIS. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED "AS-IS" AND ON AN "AS-AVAILABLE" BASIS.

This Disclaimer of Warranty is not applicable to Chip Outpost products which are sold subject to the Limited Warranty set forth in Section 15 of the Conditions of Order below.

Your obligations and Foton's remedies with respect to defective or nonconforming products, are solely and exclusively as stated in this Agreement.

3. Additional Disclaimers. Without limiting the disclaimers set forth in Section 2 above:

a. No Use as Critical Components. Products sold by Foton are not authorized for use in certain applications including, but not limited to, life safety, life support, life sustaining, surgical, human implant, nuclear, or aircraft applications or for any use or application in which the failure of a single component could create a situation in which property damage, personal injury, or death is likely to occur, unless an authorized officer of the manufacturer has signed an agreement specifically governing such use. YOU AGREE TO INDEMNIFY AND DEFEND THE FOTON PARTIES AND THE MANUFACTURER OF THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.

b. Technical Assistance and Design Support Services. Foton offers its Technical Assistance and Design Support Services solely as a convenience to Foton customers. Foton Technical Assistance and Design Support Services personnel strive to provide useful information regarding the Products. Foton does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Foton shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Foton Technical Assistance and Design Support Services Personnel, and any reliance on such information or recommendation is at your sole risk and discretion.

c. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Foton therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Foton does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

d. Third Party Links. Hypertext links to third party Web sites or information do not constitute or imply an endorsement, sponsorship, or recommendation by Foton of the third party, the third-party Web site, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that Foton is not responsible for the availability of any such Web sites and that Foton does not endorse or warrant, and is not responsible or liable for, any such Web site or the content thereon. You need to make your own decisions regarding your interactions or communications with any other Web site.

e. Geographic Limitations on Use.Like most Internet Web sites, this Site is accessible worldwide. However, not all Foton products or services are available to all persons or in all geographic locations. Foton reserves the right to limit the provision of its products and services to any person, geographic area, or jurisdiction and to limit the quantities of any products or services that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content, and online conduct.

f. Color Display. Foton attempts to display as accurately as possible the colors of the products shown on the Site. However because the colors you see will depend on many factors, including your monitor or printer, Foton can not guarantee that the color you see matches the product color.

g. Infringement Disclaimer. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Foton shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Foton to you subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

4. Limitation of Liability. IN NO EVENT SHALL ANY OF THE FOTON PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY FOTON, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, THE SERVICE, OR THE CONTENT; EVEN IF ANY OF THE FOTON PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF ANY OF THE FOTON PARTIES FOR PRODUCTS EXCEED THE PURCHASE PRICE FOR THE PRODUCTS, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

Any cause of action against any of the Foton Parties with respect to Products or services must be instituted within one (1) month from the date of purchase or provision of the applicable Products or services.

5. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products, your reliance upon any information or recommendation provided by Foton Technical Assistance and Design Support Services Personnel, and your behavior on the Site. You agree to indemnify, defend and hold harmless the Foton Parties and Foton's joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, the Site, the Service, or the Content, your reliance upon any information or recommendation provided by Foton Technical Assistance and Design Support Services Personnel, or any violation by you of this Agreement.

 

 

6. User Conduct. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. Except as otherwise authorized by Foton, you agree not to add to, subtract from, or otherwise modify the Content. You agree not to use the Site in any manner that might interfere with the rights of third parties.

7. User Supplied Information. If you supply or post any information or material to the Site, you guarantee to us that you have the legal right to post such material and that it will not violate any law or the rights of any person or entity. By posting material on the Site, you give Foton the royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from this material, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.

8. Force Majeure. Foton will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Foton's time for delivery or performance will be extended by the period of such delay or Foton may, at its option, cancel any order or remaining part thereof, without liability by giving notice to you.

9. General Provisions. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No waiver by Foton of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the Agreement, all of which will remain in full force and effect. Any and all disputes relating to the Agreement, Foton's Privacy Statement, or your use of the Site, the Service, or the Content (collectively, "Disputes") are governed by, and will be interpreted in accordance with, the laws of the Republic of Turkey, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, and any subsequent revisions thereto, do not apply to this Agreement. Any Dispute will be venued in a city court situated in İstanbul, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Foton. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.

10. Changes to the Agreement. Foton may change this Agreement with your affirmative consent. The means of obtaining your affirmative consent to such a change includes, without limitation, by means of a "click-through" amendment to this Agreement that is presented to you and that you accept upon your logging on to use certain services on the Site that require Identification. Foton may also change this Agreement without your affirmative consent if Foton provides you with at least seven (7) days' prior written notice. Notwithstanding any provision of this Agreement to the contrary, Foton may make changes to this Agreement without notice to comply with applicable laws and such changes shall be binding on you and Foton. Except as otherwise set forth in this Section, any amendment to this Agreement must be in writing and signed by you and an authorized representative of Foton.

12. Foton Service Agreement

The FOTON Web Sites are comprised of various domains, Web pages and services operated by Foton Teknoloji Sanayi Ticaret Ltd. Şti. ("Foton") (collectively, the "Foton Web Sites").

The Foton Web Sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Foton Web Sites constitute your agreement to all such terms, conditions, and notices. The Foton Web Sites may also contain additional terms that govern particular features or offers ("Additional Terms").

In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within the Foton Web Sites, then these terms shall control.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

See the Privacy Statement for disclosures relating to the collection and use of your personal information.

MODIFICATION OF THESE TERMS OF USE

Foton reserves the right to change the terms, conditions, and notices under which the Foton Web Sites are offered, including but not limited to the charges, if any, associated with the use of the Foton Web Sites. You are responsible for regularly reviewing these terms and conditions and your continued use of the website acknowledge your agreement.

LINKS TO THIRD PARTY SITES

The Foton Web Sites may contain links to or feeds from other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Foton and Foton is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site or any information transmitted on a Linked Site. Foton is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Foton of the site or any association with its operators.

Any dealings with third parties (including advertisers) included within or available via a link from the Foton Web Sites or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Foton shall not be responsible or liable for any part of any such dealings or promotions.

 

 

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Foton Web Sites, you warrant to Foton that you will not use the Foton Web Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Foton Web Sites in any manner which could damage, disable, overburden, or impair the Foton Web Sites or interfere with any other party's use and enjoyment of the Foton Web Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Foton Web Sites.

USE OF COMMUNICATION SERVICES

The Foton Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

• Publish, post, upload, distribute or disseminate any topic, name, material or information that incites discrimination, hate or violence towards one person or a group because of their belonging to a race, a religion or a nation, or that insults the victims of crimes against humanity by contesting the existence of those crimes.

• Upload or otherwise make available files that contain images, photos, software or other material protected by intellectual property laws (or by rights of privacy and publicity) unless you own or control the rights thereto or have received all necessary consents.

• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.

• Use any material or information, including images or photographs, which is made available through the Foton Web Sites in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

• Conduct or forward surveys, contests, pyramid schemes or chain letters.

• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

• Restrict or inhibit any other user from using and enjoying the Communication Services.

• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

• Violate any applicable laws or regulations.

• Create a false identity for the purpose of misleading others.

Foton has no obligation to monitor the Communication Services. However, Foton reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Foton reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Foton reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Foton's sole discretion.

Always use caution when giving out any personally identifying information about yourself in any Communication Service. Foton does not control or endorse the content, messages or information found in any Communication Service and, therefore, Foton specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO FOTON OR POSTED AT ANY FOTON WEB SITES

Foton does not claim ownership of the materials you provide to Foton (including feedback and suggestions) or post, upload, input or submit to any Foton Web Sites or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Foton, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission, and the right to sublicense such rights to any supplier of the Foton Web Sites. No compensation will be paid with respect to the use of your Submission, as provided herein. Foton is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Foton's sole discretion.

 

 

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

SOFTWARE AND CONTENT AVAILABLE ON THE FOTON WEB SITES

Software and content (if any) that is made available to download from the Foton Web Sites, excluding software that may be made available by end-users through a Communication Service, ("Software") is the copyrighted work of Foton and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software not accompanied by a license agreement, Foton hereby grants to you, the user, a revocable personal, non-transferable license to use the Software for viewing and otherwise using the particular Foton Web Sites in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any third party notices accompanying any Software are provided for informational purposes only. No other rights or licenses whether express or implied, including without limitation any implied patent licenses, are granted by Foton. Software is owned by Foton and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE FOTON WEB SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. FOTON AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE FOTON WEB SITES AT ANY TIME. ADVICE RECEIVED VIA THE FOTON WEB SITES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

 

 

FOTON CORPORATION AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE FOTON WEB SITES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. FOTON AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

YOU SPECIFICALLY AGREE THAT FOTON SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE FOTON WEB SITES. YOU SPECIFICALLY AGREE THAT FOTON IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT FOTON IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE FOTON WEB SITES BY ANY THIRD PARTY.

IN NO EVENT SHALL FOTON AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE FOTON WEB SITES, WITH THE DELAY OR INABILITY TO USE THE FOTON WEB SITES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE FOTON WEB SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE FOTON WEB SITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FOTON OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FOTON WEB SITES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE FOTON WEB SITES.

TERMINATION/ACCESS RESTRICTION

Foton reserves the right, in its sole discretion, to terminate your access to any or all Foton Web Sites and the related services or any portion thereof at any time, without notice.

 

 

CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

All claims will be subject to the laws of the Republic of Turkey, without reference to the U.N. Convention on Contracts for the International Sale of Goods. You consent to the exclusive jurisdiction and venue of city courts in İstanbul, Turkey for all disputes relating to this contract or the Service.

GENERAL

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Foton as a result of this agreement or use of the Foton Web Sites. You agree to indemnify and hold Foton, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the Foton Web Sites. Foton reserves the right to disclose any personal information about you or your use of the Foton Web Sites, including its contents, without your prior permission if Foton has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of Foton or its affiliated companies; (3) enforce the terms or use; or (4) act to protect the interests of its members or others. Foton's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Foton's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Foton Web Sites or information provided to or gathered by Foton with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Foton with respect to the Foton Web Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Foton with respect to the Foton Web Sites. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF EMAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

Written notification must be submitted to the following Designated Agent:

Service Provider: Foton teknoloji Sanayi Ticaret Ltd. Şti.

Name of Agent Designated to Receive Notification of Claimed Infringement: Zafer Günay

Full Address of Designated Agent to Which Notification Should be Sent: Izzetpasa Mah. Yeniyol Cad. Goksu Apt. No:20 K:2 D:2 34387 Sisli / İstanbul / Turkey

Telephone Number of Designated Agent: +90 212 2254540

Facsimile Number of Designated Agent: +90 212 2332520

Email Address of Designated Agent: copyright@foton.com.tr

To be effective, the Notification must include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of the written Notification containing the information as outlined in 1 through 6 above:

1. Service Provider shall remove or disable access to the material that is alleged to be infringing;
2. Service Provider shall forward the written notification to such alleged infringer ("Subscriber");
3. Service Provider shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material.

Counter Notification:

To be effective, a Counter Notification must be a written communication provided to the Service Provider's Designated Agent that includes substantially the following:

1. A physical or electronic signature of the Subscriber;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
4. The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of city Court of İstanbul for the judicial district in which the address is located, or if the Subscriber's address is outside of the Turkey, for any judicial district in which the Service Provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:

1. Service Provider shall promptly provide the Complaining Party with a copy of the Counter Notification;
2. Service Provider shall inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;
3. Service Provider shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Service Provider's Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Service Provider's network or system.

 

 

Conditions of Order

All orders placed with Foton are subject to the terms of this Agreement, including the following Conditions of Order. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of this Agreement will prevail.

1. Order Validation and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. Your placement of an order with Foton is an offer to purchase our Products. Foton may accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order. No order shall be considered to be accepted by Foton until the Product has been shipped. If we decline to accept your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.

2. Quantity Limitations. Foton may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Foton may reject any order, or any part of an order.

3. Electronic Communication. When you place an order via the Web Sites, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Foton will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide a valid email address.

4. Pricing and Product Information. With the exception of Products that are designated as Chip Outpost Products, Foton purchases all Products directly from their respective original manufacturer. Foton purchases Chip Outpost Products directly from their respective original manufacturer or resellers authorized by the manufacturer.

Foton makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Foton's acceptance of your order. In the event we discover a material error in the description or availability of a Product that affects your outstanding order with Foton, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, Foton will issue a credit to your credit card in the amount of the charge. All prices are in U.S. dollars, EURO and Turkish Liras.

5. Payment. Foton offers the following payment methods:

For International customers: Except as otherwise provided on the Web Site, we offer MasterCard, VISA, American Express, prepaid by wire transfer. We can not accept personal checks or certified personal checks. Money orders can result in significant delays.

6. Shipping Charges. Except as otherwise provided on the Web Sites, (1) shipping or freight charges and insurance will be paid by the customer*, (2) all sales are made FOB Foton's warehouse Izzetpasa Mah. Yeniyol Cad. Goksu Apt. No:20 K:2 D:2 34387 Sisli / İstanbul / Turkey, and (3) shipping or freight charges from Foton's warehouse in Izzetpasa Mah. Yeniyol Cad. Goksu Apt. No:20 K:2 D:2 34387 Sisli / İstanbul / Turkey are prepaid and added to the invoice, billed collect or billed to a third party.

Shipments of excessive weight or size may require additional charges. Foton will notify you prior to shipment if these conditions exist.

For International Shipments: Availability of ship methods is dependent on the destination country. Except as otherwise provided on the Web Sites, (1) the shipping costs will be prepaid and added to your order, and (2) all duties, tariffs, taxes and brokerage fees will be your responsibility.

7. Handling Charge. There is no minimum order or handling fee.

8. Taxes. Except as otherwise provided on the Web Sites, prices shown do not include any taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Foton charges sales tax unless you have a valid sales tax exemption certificate on file with Foton. Foton will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and Foton is required to pay tax on your purchase, you will reimburse Foton for the amount of such tax, and Foton's reasonable expenses incurred in connection with the payment and collection of such tax.

9. Late Payments; Dishonored Checks. You shall pay Foton all costs incurred by Foton in collecting any past due amount from you, including all court costs, collection costs, and attorney's fees.

10. Out of Stock. If product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment. Except as otherwise provided on the Sites, additional shipping charges will apply to each shipment. Backorders will be held based on your request.

11. Export Compliance. In addition to the Republic of Turkey and its territories, Foton accepts international orders. Some Products may not be available for shipment outside the Republic of Turkey. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the Republic of Turkey. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the Republic of Turkey or applicable foreign agencies or authorities. You shall not, directly or indirectly, sell, export, transfer, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the Republic of Turkey or applicable foreign agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. Diversion contrary to the Republic of Turkey law is prohibited.

12. Freight Damage. If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact a Foton Customer Service representative immediately to initiate a claim.

13. Return Policy. In most cases, Foton will accept merchandise returns subject to the terms outlined in this Section and will replace the Product or refund your money at your option.

To facilitate processing of returned merchandise:

• Please contact a Customer Service representative to obtain an RMA (Returned Merchandise Authorization) number prior to returning product.

• For all returns not relating to manufacturers' warranties, returns must be made within 30 days of date of invoice, be accompanied by the original invoice number and a brief explanation of the reason for the return, and be in original packaging and in resalable condition.

• Return freight charge must be prepaid.

• Products returned solely due to customer error may be subject to a restocking charge.

• To the extent that Foton purchases a Product from a manufacturer specifically for you, such Products may be Non-Cancelable/Non-Returnable.

• Mil-Spec product purchased from Foton is non-cancelable and non-returnable.

• "Not-In Catalogue Items" and parts specified as "Non-Cancelable/Non-Returnable" at time of quote or sale are not returnable, including Products designated as Chip Outpost, except for the Chip Outpost Limited Warranty (see Section 15 below).

• Returns relating to manufacturers' warranties are subject to the terms and conditions of the applicable manufacturer's warranty and the applicable manufacturer's return policies for the Product (e.g., some Products may require return directly to the manufacturer). Please contact a Foton Customer Service representative for details.

By returning a Product to Foton, you represent and warrant that the returned Product was purchased from Foton.

14. Chip Outpost. Chip Outpost Products are excess inventory products. Chip Outpost Products include, without limitation, excess electronic components that are provided directly from the Product supplier or as part of a supplier-authorized channel return from a franchised distributor. Foton believes that Chip Outpost Products are high-quality; however, these products may include certain imperfections, including, but not limited to, aged date codes, or may have been discontinued and/or obsoleted by the manufacturer. Chip Outpost Products quantities are limited and are not available for backorders. MANUFACTURERS' WARRANTIES DO NOT APPLY TO CHIP OUTPOST PRODUCTS. ALL SALES OF CHIP OUTPOST PRODUCTS ARE FINAL. If you purchase a Product designated as Chip Outpost Product, you understand that the Product is obtained by Foton on a non-cancelable/non-returnable basis; therefore, your purchase of a Product designated as Chip Outpost Product is Non-Cancelable/Non-Returnable, except for the Chip Outpost Limited Warranty (see Section 15 below).

 

 

15. Chip Outpost Limited Warranty. This limited warranty applies only to products designated by Foton Teknoloji Sanayi Ticaret Ltd. Şti. ("Foton"), on any Web site owned or operated by Foton or otherwise, as Chip Outpost products (the "Chip Outpost Products"). If you elect to purchase any Chip Outpost Product, Foton Corporation ("Foton") warrants solely to you, as the original purchaser of the Chip Outpost Product from Foton, that the Chip Outpost Product will be free from defects in materials and workmanship for ninety (60) days from the original invoice date of such Chip Outpost Product (the "Warranty Period"). The limited warranty does not apply to any product (i) that has been subject to abuse, misuse (including without limitation static discharge), neglect, accident or modification, (ii) is otherwise not capable of being tested, (iii) has been installed in an unsuitable installation environment for the product, (iv) has been used for purposes other than for which it was designed, or (v) has been damaged by fire, flood, wind, lightening or similar causes.

a. Exercising this Limited Warranty. As your exclusive remedy for any breach of this limited warranty, Foton shall promptly, at Foton's option, (i) replace any Chip Outpost Product that does not conform to this limited warranty or (ii) refund to you the purchase price of the defective Chip Outpost Product; provided, however, that these remedies are conditioned on your returning the Chip Outpost Product during the Warranty Period, or within ten (10) days thereafter, along with a written description of the claimed defect(s), in accordance with Foton's Return Policy.

b. Third Party Testing. Foton reserves the right to have an independent third party examine and test any Chip Outpost Product that is allegedly defective to determine whether such product is, in fact, defective. The conclusion of such independent third party shall be conclusive, final and binding on you and Foton.

c. Disclaimer of all other Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 15, (i) FOTON, AND ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY CHIP OUTPOST PRODUCT, AND (ii) FOTON EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH REGARD TO THE CHIP OUTPOST PRODUCTS. Without in any way limiting the generality of the foregoing:

(i). Technical Assistance and Design Support Services. Foton offers its Technical Assistance and Design Support Services solely as a convenience to Foton customers. Foton Technical Assistance and Design Support Services personnel strive to provide useful information regarding the Chip Outpost Products. Foton does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Foton shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Foton Technical Assistance and Design Support Services Personnel, and any reliance on such information or recommendation is at your sole risk and discretion.

(ii). No Other Warranties. Except for a duly-authorized officer of Foton in writing, no employee or agent of Foton or any other party is authorized to make any warranty in addition to those made herein.

d. Limitation of Liability. IN NO EVENT SHALL FOTON BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY CHIP OUTPOST PRODUCT, EVEN IF ANY OF THE FOTON PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF FOTON FOR ANY CHIP OUTPOST PRODUCT EXCEED THE PURCHASE PRICE FOR THE CHIP OUTPOST PRODUCT, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE CHIP OUTPOST PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

e. Dispute Resolution; Limitation on Actions. Any and all disputes relating to any Chip Outpost Product (collectively, "Disputes") shall be venued in a city court situated in İstanbul, Turkey and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose. Any cause of action against Foton with respect to any Chip Outpost Product must be instituted within one (3) month from the date of purchase or provision of the Chip Outpost Product.