Sales Conditions (Terms & Conditions)

These Sales Conditions govern the purchase of TR7 hardware appliances, software licenses, and related products. By placing a purchase order, the buyer accepts these conditions in their entirety. For specific software licensing terms, see the End User License Agreement (EULA).

1. Purpose & Scope

These conditions define the standard contractual framework for B2B sales of TR7 products. They apply to all purchase orders accepted by TR7 unless modified by a separate written agreement signed by both parties. Any pre-printed terms on the buyer's purchase order that conflict with these conditions are expressly rejected.

2. Purchase Orders

A binding agreement is formed when TR7 issues a written order acknowledgment for a buyer's purchase order. TR7 may reject any order at its sole discretion. Order changes or cancellations after acknowledgment require TR7's written consent and may be subject to restocking or cancellation fees, particularly for custom-configured hardware.

3. Pricing & Price Changes

Prices are those in effect at the date of order acknowledgment, exclusive of taxes, duties, and shipping costs unless otherwise stated. TR7 reserves the right to adjust prices for orders not yet acknowledged with prior written notice. Multi-year subscription and fixed-term licenses are protected against mid-term price increases for the duration of the committed term.

4. Payment Terms, Delivery & Acceptance

Payment is due within 30 days of invoice date unless otherwise agreed. Late payments accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. Hardware shipments are made FCA (Incoterms 2020) TR7's designated facility; risk of loss transfers to the buyer upon delivery to the first carrier. Buyer must inspect goods within 10 business days of receipt; products are deemed accepted thereafter unless RMA is initiated. RMA procedures and SLAs are governed by the applicable support contract.

5. License Scope & Use Restrictions

No software ownership rights are conveyed by sale; software is licensed under the EULA, not sold. The buyer may not reverse engineer, decompile, or disassemble TR7 software except to the extent expressly permitted by applicable law. TR7 retains all patent, trademark, and copyright rights. The product is not authorized for use in high-risk applications where failure could result in death, personal injury, or environmental damage (e.g., nuclear facilities, life-support systems, weapons systems) without separate written authorization.

6. Warranty & Disclaimers

TR7 warrants that hardware will be free from defects in materials and workmanship for 2 years (24 months) from delivery. The sole remedy for breach of this warranty is repair or replacement, at TR7's option. EXCEPT AS EXPRESSLY STATED HEREIN, TR7 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The buyer acknowledges that no oral or written information from TR7 creates a warranty beyond these conditions.

7. Indemnification, Force Majeure & Limitation of Liability

TR7 will defend and indemnify the buyer against third-party claims that the product directly infringes a patent or copyright, subject to standard exceptions. Neither party shall be liable for delays or failures caused by force majeure events (acts of war, pandemic, government action, supply chain disruption beyond reasonable control). IN NO EVENT SHALL TR7'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY THE BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT. INDIRECT, CONSEQUENTIAL, INCIDENTAL, AND PUNITIVE DAMAGES ARE EXCLUDED.

8. Governing Law, Jurisdiction & Export Compliance

These conditions are governed by the laws of the Republic of Türkiye, with exclusive jurisdiction in the courts of Ankara for buyers domiciled in Türkiye, and by the laws of England and Wales with exclusive jurisdiction in the courts of England and Wales for international buyers, unless otherwise agreed in writing. Claims must be brought within 12 months of the underlying event. The buyer is responsible for compliance with applicable export control laws and shall not export, re-export, or transfer TR7 products to embargoed countries or sanctioned parties. Assignment of this agreement requires TR7's written consent. If any provision is held unenforceable, the remaining provisions remain in full effect.