CHEMORDER USER AGREEMENT
 

1. Parties

1.1.     This ChemOrder User Agreement (hereinafter referred to as the ‘User Agreement’) has been arranged between CNG FUARCILIK VE TANITIM HİZMETLERİ ANONİM ŞİRKETİ (hereinafter referred to as ‘ChemOrder’) and the User who benefits from the services offered on ChemOrder's website ‘chemorder.com’ within the conditions set out in the User Agreement, and who offers the goods and services, which are legally owned by him/her by using these Services and which he/she has the right and authority to dispose of his/her ownership for sale on the "chemorder.com" website of ChemOrder for the Buyers, for the purpose of the User becoming a member of the Site and at the time of approval of the User Agreement by the User in the electronic environment where the Site is located.
1.2.    The User shall declare, accept and undertake that he/she has read the entire User Agreement, understands its content in its entirety and approves all its provisions. 
1.3.      In this User Agreement, ChemOrder and the User are hereinafter referred to individually as "Party" and collectively as "Parties".

2. Definitions

ChemOrder: CNG FUARCILIK VE TANITIM HİZMETLERİ ANONİM ŞİRKETİ
User: A real or legal person who is a member of the website "chemorder.com" of ChemOrder company, which is an electronic commerce environment, and who benefits from the services offered on the Site within the conditions set forth in this Agreement, and who exhibits the goods and services that it legally owns and has the right and authority to dispose of its ownership by using these Services, on ChemOrder's "chemorder.com" website for the Buyers.
Buyer: Natural or legal person who purchases or intends to purchase the goods and services advertised on the "chemorder.com" website
Site: ChemOrder's website with the extension "chemorder.com" and all kinds of applications related to this website 
ChemOrder Services
("Service"): All services offered by ChemOrder on the Website in order to enable Users and Buyers to perform the processes and transactions defined in this Agreement
Product: Any goods and/or services exhibited by the Seller on the Site

3. Subject and Scope of the Agreement

3.1. This User Agreement has been prepared for the purpose of presenting the goods and services of the User on the website "chemorder.com", which is an electronic commerce environment belonging to ChemOrder, for the review of natural or legal person Buyers who act for the purpose of purchasing these goods and services, and in case the Buyer wishes to contact the Seller following this review, to bring the Buyer and the Seller face to face online through the "online chat" programme available on the Website or the contact information in the section allocated for the User, and contains the mutual rights and obligations of the Parties.

3.2. By accepting the provisions of this User Agreement, the User also accepts all kinds of statements made by ChemOrder regarding the use, membership and Services on the Site and that he/she will act in accordance with these statements.

4. Terms of User Status and Terms of Service

4.1.    The registration process shall be completed by sending the information and documents requested by the person who wishes to become a User from the relevant section of the Website and the registration process shall be completed upon approval of the registration process by ChemOrder. Until the registration process is completed and approved by ChemOrder, the right and authorisation to become a User as defined in this User Agreement may not be obtained.

4.2.      In order to become a user, you must not have been temporarily suspended from membership or banned from membership indefinitely by ChemOrder in accordance with the relevant articles of this User Agreement. Pursuant to the relevant articles of this User Agreement, the fact that persons who have been temporarily suspended from membership or banned from membership indefinitely by ChemOrder have completed the Site registration process shall not result in their becoming a member of the Site.

4.3.     ChemOrder may make changes and/or adaptations to its Services at any time in order to enable Users to perform the processes and transactions defined in the User Agreement more effectively. The terms and conditions that the Users are obliged to comply with in relation to such changes and/or adaptations made by ChemOrder shall be announced to the Users by ChemOrder on the notice board where explanations regarding the use of the relevant Service are available.

5. Rights and Obligations of the Parties

5.1. The User shall accept, declare and undertake that while fulfilling the membership procedures, benefiting from the Services of the Site and performing any transaction related to the Services on the Site, he/she shall act in accordance with all the terms contained in the User Agreement, the rules specified in the relevant parts of the Site and all applicable legislation, and that he/she understands and approves all terms and rules.

5.2.  The user shall provide the following to ChemOrder within 2 (two) business days at the latest as of the approval date of this User Agreement: "at least one of the trade name, business name or registered trademark information, Registered Electronic Mail (KEP) address, tax identification number for tradesmen and craftsmen, Central Registry Registration System (MERSIS) number for merchants, and for those who are not merchants/tradesmen and craftsmen who sell or act for the purpose of selling on the Site, the name to be published in the area allocated to them, surname and the province where the head office is located, as well as the e-mail address, telephone number and head office address" together with the copies of the baseline documents, if available, and if not, with the documents showing that they have been verified through the open electronic systems of the relevant institutions. In case of any change in the information provided to ChemOrder, the User is obliged to notify ChemOrder until the end of the day following the date of the change. In the event that ChemOrder determines that the information provided by the User is out of date, the User shall be notified and be required to provide updated information within 2 (two) business days at the latest from the date of notification. ChemOrder shall not fulfil its obligations defined in this User Agreement with respect to the User who fails to update his/her identifying information within the given period.

5.3.  It shall be the User's obligation to organise all documents required to be issued under the tax legislation and to carry out the necessary procedures to reach the Buyer.  The User shall be directly responsible for all taxes, duties, fees and similar obligations arising from the sale of the Products or transactions related to the sale. None of the responsibilities arising from any taxes, duties, fees and similar obligations that may arise from sales and transactions shall be borne by ChemOrder.

5.4. The User shall ensure that the goods to be exhibited on the Site are presented in a separate category if they are second-hand goods. It shall be the responsibility of the User to take the necessary actions to publish on the Site the total price of the goods and services, as well as the price calculation procedure and the information that additional costs may be paid if it is not possible to determine the delivery costs in advance. After the publication of the relevant goods and services and the Buyer and the User come together through online chat or any other means, the contractual relationship established between the Buyer and the User, any obligations that must be fulfilled before the order is placed and subsequently approved shall be the responsibility of the User. Furthermore, ChemOrder shall not be held liable for the Buyer's failure to fulfil any of its obligations including payment.

5.5. ChemOrder shall not be responsible for the unlawfulness of the content sent by the User for publication on the Website and the goods and services subject to the content. However, if it is aware of the unlawfulness in question, it is obliged to remove this content from publication for a period not exceeding forty-eight hours and to notify the User and the relevant public institution and organisation of the unlawfulness on the grounds. In addition, the product subject to the complaint shall be removed from the publication within forty-eight hours following the submission of the complaint application to ChemOrder regarding the infringement of intellectual property rights by third parties, and the third party and the User shall be notified of the situation in question. The User may object to this notification with the documents and information specified in Article 13 of the Regulation on Electronic Commerce Intermediary Service Providers and Electronic Commerce Service Providers. In the event that the objection includes all the issues set forth in Article 13 of the Regulation on Electronic Commerce Intermediary Service Providers and Electronic Commerce Service Providers and the information/documents submitted show that the User is clearly justified in his/her objection, ChemOrder shall re-publish the product subject to the complaint within twenty-four hours at the latest following the receipt of the objection application and the said situation shall be notified to both the complainant and the User.

5.6. ChemOrder may also restrict, suspend or terminate the brokerage agreement if ChemOrder detects any of the following circumstances or a similar situation.

a. Bidding for the products offered for sale by the Seller by himself/herself, his/her friends, relatives or any other person he/she knows shall be considered as 'manipulation' (bid rigging). ChemOrder may temporarily or permanently cancel the membership of the Seller who is found to have performed 'manipulative' acts and/or offered for sale products prohibited for sale by the relevant legislation and/or failed to comply with the provisions of the User Agreement and the rules specified on the Site. 
b. ChemOrder may temporarily or permanently cancel the membership of the Seller who is found to offer for sale the Products prohibited for sale by the relevant legislation and/or who fails to comply with the provisions of the User Agreement and the rules specified on the Site. 
c. ChemOrder may carry out the necessary content and/or message scanning in order to detect messages and/or contents that take place between the Users through the Site and that are contrary to the operation of the Site and/or the User Agreement and/or the general rules of the Site and/or the general rules of morality and that cannot be accepted by ChemOrder and may remove the detected messages and/or contents from access at any time and in any manner. ChemOrder may warn the User who created such message and/or content in writing and/or may terminate the User's membership, temporarily or permanently, without any notice.

5.7. ChemOrder may immediately restrict, suspend or terminate the brokerage service for regulatory reasons or in cases involving public order, delayed fraud, data breach or other cyber security risks. In these cases, the User shall be notified without delay of the reason for restriction, suspension and termination.  

5.8. ChemOrder is obliged not to set a withdrawal period beyond the periods specified in the Law No. 6502 of 7/11/2013 on the Protection of Consumers without the approval of the User, and not to make untrue and misleading statements about the goods and services offered.

5.9. ChemOrder shall keep a copy of this User Agreement in the "Membership Agreement" section of the Site in a manner easily accessible by the User.

5.10. The User is obliged not to engage in unfair commercial practices while fulfilling all its obligations, to examine the Law No. 6563 on the Regulation of Electronic Commerce, the Regulation on Electronic Commerce Intermediary Service Providers and Electronic Commerce Service Providers, the Regulation on Commercial Communication and Commercial Electronic Messages and the relevant general legal regulations and to act in accordance with these regulations. ChemOrder shall not be liable for any breach caused by the User. In the event of any contrary situation, the User shall accept, declare and undertake that he/she is obliged to indemnify ChemOrder for all damages incurred.

5.11. The User shall accept, declare and undertake that ChemOrder shall be authorised to disclose the confidential/ private/ commercial information belonging to him/her to both official authorities and right holders in accordance with the provisions of the Privacy Policy and the provisions of the mandatory legislation in force or in cases where it is claimed that the rights of other Users and third parties have been violated, and that no compensation can be claimed from ChemOrder under any name whatsoever for this reason.

5.12. The User shall be solely responsible for the security, storage, keeping away from the knowledge of third parties and use of the system access tools (username, password, etc.) used by the User to benefit from the Services offered by ChemOrder. ChemOrder shall not be liable, directly or indirectly, for any damages incurred or to be incurred by the User and/or third parties due to any negligence or defects of the User in matters such as security, storage, keeping away from the knowledge of third parties and use of the means of access to the system.

5.13.  Users shall accept, declare and undertake that the information and content provided by them within the Site are accurate and lawful. ChemOrder is not obliged and responsible for investigating the accuracy of the information and contents transmitted to ChemOrder by the User or uploaded, modified or provided by the User through the Site, undertaking and guaranteeing that such information and contents are safe, accurate and lawful, and is not liable for any damages arising from the incorrectness or inaccuracy of such information and contents.

5.14. The User may not transfer its rights and obligations under the User Agreement, in whole or in part, to any third party without ChemOrder's written consent.

5.15. The beneficiaries of the Services offered by ChemOrder and the users of the Site may only perform transactions on the Site for lawful purposes. The legal and criminal responsibility for every transaction and action of the User within the Site shall belong to them. Each User shall accept, declare and undertake that he/she will not reproduce, copy, distribute, process the pictures, texts, audio-visual images, video clips, files, databases, catalogues and lists given on the Site in a way to infringe the real or personal rights or assets of ChemOrder and/or any other third party, and that he/she shall not directly and/or indirectly compete with ChemOrder either by these actions or by any other means. ChemOrder shall not be held liable, directly and/or indirectly, in any way whatsoever for any damages incurred or to be incurred by third parties due to the User's activities on the Site in violation of the provisions of the User Agreement and/or the law.

5.16. ChemOrder, its employees or managers shall not be responsible for the services provided and the content published on the Site by third parties, including the User. The commitment to the accuracy and lawfulness of the information, content, visual and audio images provided and published by any third party shall be the sole responsibility of the persons carrying out these actions. ChemOrder shall not warrant or guarantee the security, accuracy and lawfulness of the services and content provided by third parties, including Users.

5.17. The User shall accept, declare and undertake that he/she will not carry out transactions to transfer money between his/her own memberships or memberships belonging to his/her acquaintances on the Site and that he/she will not engage in behaviours that will manipulate the operation of the Site, otherwise he/she will indemnify ChemOrder for any damages incurred.

5.18. The User shall accept, declare and undertake that this User Agreement will be valid in all kinds of media in which the Site operates, including mobile media.

5.19.  ChemOrder allows the User to receive promotional and informative messages from ChemOrder in line with their own initiatives. The User shall accept, declare and undertake that he/she consents to the sending of all kinds of information and promotional messages by ChemOrder in every medium in which the Site operates, including mobile media. Users have the right to make changes to the settings in their user account and to receive information and promotional messages.

5.20. The User shall accept, declare and undertake that the ownership of the Product(s) offered for sale on the Site belongs to him/her and/or that he/she is authorised to transfer the ownership and that there are no legal or other obstacles to the sale of the Product(s) by him/her.

5.21. The User shall accept, declare and undertake that the Product(s) offered for sale is not contrary to the rules regarding the use of the Site and the Services offered on the Site and the conditions regarding membership, determined by the provisions of the User Agreement or specified in certain parts of the Site, and that it complies with the legislation in force.

5.22. The User shall agree that all legal responsibility, including intellectual and industrial property, of the Products displayed on the Site belongs to him/her and that ChemOrder is not in any direct or indirect relationship with him/her in any capacity whatsoever with respect to the supply and sale of the Products.

5.23. The User shall accept, declare and undertake that he/she will be solely responsible for any liability that may arise due to the fact that the sale, distribution or any act related to the sale of the Product on the Site in any way is contrary to any applicable regulation.

5.24. Pursuant to the User Agreement, the User shall accept, declare and undertake that he/she will send and deliver the Product on time, undamaged, in accordance with the qualifications specified on the Site and free from defects, and that the sale of the Product to the Buyer, the transfer of ownership and related rights and obligations belong only to him/her.

5.25. The User shall accept, declare and undertake that ChemOrder will immediately indemnify ChemOrder for any loss incurred by ChemOrder in the event that ChemOrder suffers any damage in case of breach of any provision of this Agreement.

5.26. The User shall accept, declare and undertake that he/she is solely responsible for all kinds of damages arising from the Buyers and third parties, both during the sale phase and after the sale transaction is completed and payment is rendered to him/her regarding the Products offered for sale, and that he/she will cover the rights and receivables, expenses and attorneys' fees arising from all claims and lawsuits to be brought by the buyer and right holders due to the failure to fulfil the obligations specified in this agreement. ChemOrder shall at all times be entitled to recourse to Seller for attorneys' fees, damages and other claims arising out of all actions brought against ChemOrder by Buyer and its beneficiaries.

5.27. The User shall accept, declare and undertake that he/she may use the information provided by him/her regarding the user and the Product subject to sale in accordance with the Law No. 4077 on the Protection of Consumers and the Regulation on Distance Sales regarding the Products he/she sells.

5.28.  The User shall accept, declare and undertake that he/she will be responsible for the accuracy of the information regarding the Product and ChemOrder shall not be obliged to check the accuracy of such information provided by him/her.

5.29. The User shall accept, declare and undertake that he/she will act in accordance with the provisions of the Law No. 4077 on the Protection of Consumers and the Regulation on Distance Sales and that he/she will not take any action or declaration that restricts or eliminates these provisions. The Seller shall accept, declare and undertake that it has full responsibility towards the Buyer within the scope of the Law No. 4077 on the Protection of Consumers and that ChemOrder shall not be liable for any disputes, lawsuits and claims arising between the Seller and the Buyer and that it shall act in accordance with the provisions of the preliminary disclosure form and the distance contract.

5.30. ChemOrder shall reserve the right to change the Services and contents offered on the Site at any time, and to make the information and contents uploaded by Users to the system inaccessible to third parties, including Users, and to delete them. ChemOrder may exercise this right without notice and without prior notice. Users are obliged to fulfil the changes and/or corrections requested by ChemOrder promptly. Changes and/or corrections requested by ChemOrder may be made by ChemOrder if deemed necessary. Any damages, legal and criminal liabilities that arise or may arise due to the failure of the Users to fulfil the change and/or correction requests requested by ChemOrder in a timely manner shall be borne entirely by the Users.

5.31. ChemOrder may provide 'links' through the Site to other websites and/or portals, files or content owned and operated by third-party vendors, providers and other third parties that are not under ChemOrder's own control. These 'links' may be provided by Users or by ChemOrder for ease of reference only and are not intended to endorse the website or its operator, nor do they constitute a representation or warranty of any kind regarding the website or the information contained therein. ChemOrder shall not be responsible for the portals, websites, files and contents accessed through the 'links' on the Site, the services or Products offered from the portals or websites accessed through these 'links' or the content thereof.

5.32. ChemOrder shall not act as a mediator or arbitrator in disputes arising between Users in relation to the Services and Products provided on the Site.

5.33. Users and ChemOrder are legally independent parties. There is no partnership, representation or labour-employer relationship between them. No partnership, representation or employee-employer relationship shall arise as a result of the approval and implementation of the User Agreement.

5.34.  The "user names" or "shop" names that Users upload to the system while becoming a member of the Site are also subject to the provisions contained in this User Agreement, and Users must not violate the legal rights of third parties such as copyright, trademark, trade name when determining the "user name" or "shop" name. In the event that the Users violate the provisions of this article, ChemOrder may request the User to rectify such violation of the User Agreement or, if it wishes, it may temporarily or permanently cancel the User's membership without prior notice to the User.

5.35. ChemOrder may use the information about the products offered for sale by the Users to collect statistical information.

5.36. ChemOrder may, when deemed necessary (especially in the case of stolen, smuggled or counterfeit Product sales), without prior warning to the User, file a complaint or notice to the Public Prosecutor's Office and the relevant supervisory and regulatory authorities in order to take necessary legal action against the User. The User shall accept, declare and undertake not to hold ChemOrder liable in any name or capacity whatsoever and not to claim compensation in any manner whatsoever in the event that ChemOrder suffers any damage as a result of the notice and/or provision of information. The User shall accept, declare and undertake in advance to cover all litigation and other liabilities of ChemOrder, including but not limited to compensation and attorney's fees, in the event of any claims for compensation from third parties or institutions arising from the same cause.

5.37.    The User shall accept, declare and undertake that all of the products exhibited on the Site are products that have been subjected to customs clearance in accordance with the customs legislation and regime of the Republic of Türkiye and that have released into free circulation.  

5.38.    It is forbidden to exhibit and sell Products on the Site that have entered Türkiye in violation of the customs legislation and regime in force or without being subject to any customs procedure. It is forbidden for Users residing abroad to display Products on the Site that have not been subjected to customs clearance and released into free circulation. ChemOrder shall cancel the Products displayed by Users who attempt to sell the Products, as a direct overseas sale, that have not been subject to customs clearance as soon as it becomes aware of such attempt and shall not refund the listing fee to such Users.

6. User Profile Evaluation System 

6.1.     The User Profile Evaluation System is an evaluation and scoring system created entirely by the initiative and evaluations of the Users in order to enable secure communication and trade between Users and to enable Users to have an opinion about other Users. When adding new comments to the User profile, Users shall create their comments solely based on their experience and knowledge gained through the use of ChemOrder Services and the Site.

6.2.       While creating a User profile and adding new comments to the User profile, all legal and criminal responsibility for the comments made by the Users shall belong to the Buyer who added the comment. ChemOrder shall not accept any legal liability for any comments added in User profiles. 

6.3.     The User shall not engage in any behaviour that may manipulate the User Profile Evaluation System under any pretext, using any method whatsoever; in the event that they do so, they shall hereby accept, declare and undertake that they will indemnify ChemOrder for all damages that ChemOrder may incur in connection therewith and that ChemOrder has the right to terminate the User's membership temporarily or permanently. 

6.4.      The comments added by the Buyers to the User profile and the rules described in detail in the User Profile Modification section shall not be modified by ChemOrder under any terms and conditions.

6.5.   The User may not, under any terms and conditions, transfer to another User the User profiles created for him/her or authorise their use in any way. The User who transfers or makes available the User profile created for him/her shall accept, declare and undertake that ChemOrder has the right to terminate the User Agreement and terminate the User's membership unilaterally and without notice. 

6.6.   The User shall accept, declare and undertake that ChemOrder may deduct penalty points from the User's profile if the User violates the rules specified by ChemOrder on the Site or the provisions of the User Agreement.

7. Privacy and Personal Data Protection Policy

ChemOrder attaches importance to keeping the information and personal data obtained through the Website confidential, processing such data in accordance with the provisions of the Law No. 6698 on the Protection of Personal Data and other relevant legislation, ensuring and protecting its confidentiality and security. By accepting this Agreement, the User or the User's Authorised Officer shall agree that Chemorder will process the User's information, including personal data, in accordance with the terms set out in the "Privacy and Cookie Policy", "Personal Data Processing and Protection Policy", and "Clarification and Consent Text regarding the Processing of Personal Data", which are available on the Site and are part of this Agreement.

8. Other Provisions

8.1. Intellectual Property Rights

a) All intellectual and industrial property rights related to the ChemOrder Site and the Site belong to ChemOrder. All elements of the Site (including, but not limited to, design, text, images, html code sand other codes) (including, but not limited to, works subject to ChemOrder's copyright) are used under a licence owned by ChemOrder and/or licensed by ChemOrder from a third party. Users may not resell, share, distribute, display, reproduce, perform and create derivative works from, or prepare derivative works of, the ChemOrder Services, ChemOrder information and ChemOrder's copyrighted works, or allow anyone else to access or use ChemOrder's Services; otherwise, they shall be liable to compensate ChemOrder for any damages claimed by third parties, including but not limited to licensors, and any other liabilities, including but not limited to court costs and attorneys' fees.

b) ChemOrder shall reserve all rights regarding ChemOrder Services, ChemOrder information, ChemOrder copyrighted works, ChemOrder trademarks, ChemOrder trade dress or any and all property, real and personal rights, trade information and know-how, including any and all tangible and intellectual property rights owned by ChemOrder through the Site.

c) Users shall accept, declare and undertake that they will act in accordance with the rules regarding the use of ChemOrder's Brand and Logo.

8.2. Amendment to the Agreement

a) ChemOrder may, at its sole discretion and unilaterally, amend this User Agreement and its annexes at any time it deems appropriate by posting them on the Website. The amended provisions of this User Agreement shall become effective on the date of their announcement or on the date of validity if there is a previously specified validity date, and the other provisions shall remain in full force and effect and shall continue to give rise to their provisions and consequences. This User Agreement cannot be amended by unilateral declarations of the User.

b) This User Agreement shall become valid upon approval by the User in the electronic environment where the Site is located. 

8.3. Force Majeure

ChemOrder shall not be liable for late or incomplete performance or non-performance of any of its obligations under this User Agreement in all cases deemed to be 'force majeure' by law. Such and similar circumstances shall not be deemed to be delay, incomplete performance or non-performance or default on the part of ChemOrder, nor shall ChemOrder be entitled to any compensation under any name whatsoever for such circumstances. The term "force majeure" shall be construed as unavoidable events beyond the reasonable control of the relevant party and which it could not have prevented despite exercising due diligence, including but not limited to natural disasters, riots, war, strikes, communication problems, infrastructure and internet failures, power outages and bad weather conditions.

8.4. Applicable Law and Jurisdiction

Turkish Law shall apply in the implementation, interpretation and management of legal relations arising under the provisions of this User Agreement. Istanbul Central (Çağlayan) Courts and Enforcement Offices shall be authorised to settle any disputes arising or may arise from this User Agreement.

8.5. Termination of the Agreement

This User Agreement shall remain in force as long as the User is a member of the Site and shall continue to give rise to the provisions and consequences between the parties, and it shall be deemed to have expired in the event that the User's membership period expires or the User's membership is temporarily or permanently suspended. ChemOrder may unilaterally terminate the User Agreement in the event that the Users violate this User Agreement and/or similar rules regarding the use, membership and Services on the Site, and in particular in the cases listed below, and the Users shall be liable to compensate all damages incurred by ChemOrder due to termination: 
a. The User engages in behaviours that will manipulate the functioning of the Site by using any method, 
b. The User transfers to someone else the User profile created for him/her or makes it available for use, 
c. The User engages in acts that infringe and/or threaten to infringe the rights of third parties.

8.6   Notification  

All notifications to be made by the Parties under this Agreement shall be made in writing via ChemOrder's e-mail address “info@chemorder.com” and the e-mail address to be notified by the User to ChemOrder within 2 (business) business days following the signature date of this User Agreement. If changes of address are not notified to the other party in the same manner, notices addressed to the addresses referred to in this Agreement shall have the force and effect of duly served notices even if not received. Any liability arising from failure to notify changes of address in a timely manner shall be borne by the Party failing to notify. Notices of default or termination shall only be deemed to have been duly served if sent by a notary public, by telegram or by registered post with return receipt requested and shall be deemed to have been duly acknowledged on the date of service in accordance with the law.