SALES, MANUFACTURING, AND SERVICE AGREEMENT

General Terms and Conditions of Sales, Sourcing and Services for Xometry Turkey Partners.

1. PARTIES AND SUBJECT MATTER

1.1. This Sales, Manufacturing, and Service Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Xometry TR Teknoloji Anonim Şirketi (“XOMETRY”), whose details are provided below, and the customer (“Customer”) who wishes to benefit from the services provided on the website located at https://xometry.com.tr by registering as a customer and utilizing XOMETRY’s services.

  • Trade Name: Xometry TR Teknoloji Anonim Şirketi
  • Tax Identification Number: 8591218364
  • MERSIS Number: 0859121836400001
  • Address: Yeşilbağlar Mah. D 100 Bul. Pendik Pera Residence A Blok No: 20B Pendik / İstanbul
  • Phone: 0212 221 0635
  • Email: info@xometry.com.tr

1.2. This Agreement applies to all contracts related to the manufacturing and supply of parts/machines requested by the Customer through XOMETRY and manufactured by the appropriate suppliers/manufacturers within XOMETRY’s network, referred to hereinafter as “Product” or “Products.”

1.3. The rights and obligations stipulated in this Agreement constitute an integral part of all contracts entered into between XOMETRY and Customers regarding the supply or functionality of the Products, and they remain valid even without further contract.

1.4. Hereinafter, the aforementioned parties shall be referred to individually as a “Party” and collectively as the “Parties.”

1.5. The Customer, within the scope of this Agreement, is considered a merchant, legal entity, or tradesperson under the Turkish Commercial Code No. 6102. As the activities related to the manufacturing and delivery of the Products under this Agreement qualify as “commercial transactions,” this Agreement is subject to the provisions of the Turkish Commercial Code No. 6102 and the Turkish Code of Obligations No. 6098. In this context, the Customer acknowledges and declares that XOMETRY offers services exclusively to merchants, legal entities, and tradesman via its website and that the relationship arising from this Agreement does not fall under the scope of the Consumer Protection Law No. 6502. Accordingly, the Customer acknowledges and declares that they cannot benefit from the rights granted under consumer legislation, as they cannot be classified as a “consumer” under consumer legislation. 

1.6. If the customer is a “consumer” within the scope of the Consumer Protection Law No. 6502, the terms and conditions set forth by XOMETRY for consumers must be read, approved and accepted through this link before the customers who are consumers can benefit from XOMETRY services. The Consumer Preliminary Information Form is an integral annex of this Agreement for Customers who are “consumers”.

1.7. Specific arrangements/customizations may be made for the Customer depending on the features of the Product requested under this Agreement.

1.8. Any amendments to this Agreement shall also apply to all Customers who have read and accepted the Agreement. The Customer acknowledges and declares that any changes made by XOMETRY to this Agreement shall be valid and binding for them.

1.9. For questions, requests, and complaints, the Customer may contact XOMETRY customer service via help@xometry.com.tr   email address. XOMETRY shall respond to such inquiries, requests, and complaints from the contractual parties within three (3) business days.

2. OFFER AND ORDER CONFIRMATION

2.1. The Customer may request a quote from XOMETRY for the Product they wish to have manufactured. The quote request can be made by sending an email to enquiry@xometry.com.tr  or by using the web-based real-time pricing engine available at xometry.com.tr . The request must be submitted along with the drawing, design, layout, or 3D model files of the Product to be manufactured, in commonly used file formats, and the file size must not exceed 25 MB.

2.2. Upon the Customer’s request, XOMETRY shall provide the Customer with a quotation. XOMETRY is bound by this quotation for a period of seven (7) calendar days. The Customer has the right to accept the quotation within this period. The date and time on which the Customer notifies XOMETRY of their acceptance of the quotation shall be considered in calculating the validity of the seven (7) days. Following the acceptance of the quotation, XOMETRY may issue a written order confirmation to the Customer within three (3) business days, at which point the Agreement is deemed executed. The agreement becomes effective upon the Customer’s acceptance of the quotation and XOMETRY’s confirmation of this acceptance with an order confirmation. Any acceptance of the quotation by the Customer that includes conditions, revisions, or additional requirements beyond unconditional acceptance shall be considered a new request. XOMETRY shall respond to this new request, prepare a revised quotation, and provide it to the Customer.

2.3. The manufacturing process begins with the Customer’s written acceptance of the quotation, taking into account the provisions of this Agreement.

2.4. If the Customer’s request relates to the manufacturing of prohibited products/substances, such as weapons or weapon components, or a product subject to permits from public authorities, and the Customer has not specifically communicated with XOMETRY regarding this, no agreement shall be formed between the Customer and XOMETRY even if the quotation and order confirmation process is completed. If XOMETRY identifies such a situation during the manufacturing process, manufacturing shall be immediately halted. In such cases, the Customer shall not have the right to receive the product, and XOMETRY reserves the right to claim compensation for all damages related to the manufacturing process.

2.5. After receiving the Customer’s acceptance of the quotation, XOMETRY may, following a technical review conducted within three (3) business days, determine that suitable technical capabilities are unavailable, taking into account the suppliers in its manufacturing network. In this case, XOMETRY is entitled to unilaterally and immediately right to terminate the Agreement without any obligation to pay costs or compensate the Customer in any way.

2.6. If, following the technical review after the acceptance of the quotation, an issue requiring clarification arises, XOMETRY reserves the right to extend the delivery period of the product by the duration of the clarification process. The Customer is obligated to assist XOMETRY in resolving such issues.

3. MANUFACTURING AND ORDER

3.1. The Customer acknowledges and declares that they are aware that XOMETRY does not manufacture the products requested/ordered on the XOMETRY platform, that XOMETRY is not a “Manufacturer,” and that the manufacturing is carried out by manufacturers/suppliers within the platform (hereinafter referred to as “Partner(s)”), who are responsible for the manufacturing.

3.2. XOMETRY is authorized to make agreements with various  Partner(s) for the manufacturing of the products required to fulfill an order. XOMETRY is not obligated to inform the Customer in this regard. The Customer explicitly agrees that the manufacturing related to their order shall be carried out by the Partner(s) responsible for manufacturing. Therefore, any drawings, designs, layouts, plans, or similar data shared with XOMETRY during the ordering process may be shared with the Partner(s).

3.3. The Customer acknowledges and declares that XOMETRY and/or the Partner(s) have the authority to modify the technical details of the drawings, designs, layouts, plans, or 3D files provided by the Customer if necessary for the manufacturing of the ordered product.

3.4. The Customer represents, warrants, and undertakes that they have full ownership, including intellectual property rights, over all designs, drawings, layouts, information, and documents submitted to XOMETRY concerning the ordered Product. If a third party submits any claims against XOMETRY regarding the intellectual property rights of the product’s design, drawing, or layout submitted to XOMETRY, XOMETRY reserves the right to terminate this Agreement immediately and demand compensation for all damages incurred. XOMETRY shall not disclose the designs, drawings, design information and documents in question to third parties, and shall not reproduce or use them directly or indirectly or through third parties in a manner that would be contrary to the purpose of the Agreement without the express consent of the Customer. The works carried out by XOMETRY within the scope of the performance of this Agreement shall not be evaluated within the scope of this article.

3.5. Unless otherwise agreed, XOMETRY shall not share the Customer’s information with the Partner(s) involved in the manufacturing of the Products.

4. CONTRACT PRICE AND EXPENSES

4.1. The prices stated in the Offers sent by XOMETRY include VAT.

4.2. Once the manufacturing process for the product subject to the Customer’s order is completed and the Product is ready for delivery, the Product shall be made available for collection by the Customer at XOMETRY’s warehouse located Yeşilbağlar Mah. Pendik Pera Residence, D100 A Blok No: 20B, 34893 Pendik/İstanbul address. Unless otherwise specified in writing by XOMETRY, the place of performance is the aforementioned XOMETRY warehouse. As a rule, the place of performance is the XOMETRY warehouse located at Yeşilbağlar Mah. Pendik Pera Residence, D100 A Blok No: 20B, 34893 Pendik/İstanbul  (hereinafter referred to as the “Factory”).

4.3. Following confirmation of the Customer’s order, unless otherwise stated by XOMETRY in the order confirmation; If the Customer wishes to send the Product to an address other than the Factory, additional costs shall be charged for the packaging and shipping of the Product. The Customer acknowledges and declares that they will bear the costs incurred due to packaging and shipping in the case of a delivery request to an address other than the Factory. In such a case, all benefits and damages/losses of the Product shall pass to the Customer upon its delivery to the shipper.

4.5. The prices included in the offer for the manufacturing of the Products are the prices determined for the delivery of the Products at the Factory, unless otherwise stated by XOMETRY in the order confirmation. If shipping costs, taxes, duties, customs expenses, insurance premiums, or other potential external costs arise, they shall be added to the price stated in the offer.

4.6. If there are increases in taxes, duties, customs expenses, shipping costs, insurance premiums, or other external costs after the order confirmation but before the Product delivery, XOMETRY reserves the right to adjust the price of the order to include the increased costs.

4.7. XOMETRY reserves the right to increase the price agreed upon in the order confirmation if there are significant price increases in the costs of the Products due to changes in raw materials and/or economic conditions or for any reason after the entry into force of the Agreement. In such cases, the Customer has the right to cancel the affected orders within four (4) weeks from the date of the price increase.

4.8. XOMETRY is entitled to increase the agreed price if there are delays in the delivery of the Products due to any of the following reasons: delays caused by the reasons mentioned in Article 4.7, if the material or manufacturing method is changed due to the documents and/or instructions given to XOMETRY not being in accordance with the actual situation or being incomplete or the required information for fulfilling the order is not received on time or is later modified by mutual agreement between the Customer and XOMETRY.

4.9. If the Customer’s order includes samples, the Customer must provide written approval within 14 (fourteen) days following the submission of the samples by XOMETRY to continue manufacturing. In the absence of written approval from the Customer within this period, XOMETRY reserves the right to adjust the prices.

5. DELIVERY

5.1. Delivery of the Products shall be made at the Factory upon completion of manufacturing. If the Customer requests delivery to an address of their choice through a shipper arranged by XOMETRY, the Products shall be deemed delivered to the Customer upon the received by the shipper. At this point, The Customer is liable for all benefits and damages/losses incurred by the Products due to shipping or other reasons. If the Customer does not notify XOMETRY of their request to collect the products from the factory prior to delivery, this clause regarding shipping shall be deemed accepted by the Customer. XOMETRY shall have no further responsibility regarding the delivery of the products to the Customer.

5.2. If no specific delivery deadline has been agreed upon in writing, deliveries shall be made as soon as reasonably possible. For Products already in stock at XOMETRY or its Partner(s) at the time of order, delivery shall occur within 1 (one) to 3 (three) weeks after the Customer has made payment following order confirmation.

5.3. Deadlines not explicitly and expressly stated in writing by XOMETRY shall not be binding. The binding deadline for XOMETRY shall commence upon the Customer’s order confirmation.

5.4. The delivery deadlines specified in the quotation and order confirmation shall only be valid on the condition that all details of the order are clearly clarified and the Customer fully, completely, and duly fulfills all their obligations. Otherwise, delivery timelines may be extended, and XOMETRY shall not be held responsible for such delays.

5.5. The delivery deadlines specified in the order confirmation shall apply to ex-works delivery or stock delivery cases. XOMETRY is not liable for delays in shipping or failure of the Customer to receive the Products. Upon XOMETRY’s notification to the Customer that the products are ready for delivery, this notification shall be used as the basis for XOMETRY’s compliance with the delivery deadlines

5.6. Notwithstanding the specified deadlines, XOMETRY’s obligation to deliver the Products to the Customer is contingent upon XOMETRY receiving the Products from its Partners in full, complete, and in accordance with the agreed delivery schedules. Therefore, XOMETRY shall not be held liable for any disruptions or delays in the supply chain caused by its Partner(s).

5.7. XOMETRY reserves the right to deliver the Products to the Customer at an address of its choosing, with all associated costs being borne by the Customer. In such instances, the Customer shall be entitled to raise objections to the address specified by XOMETRY. XOMETRY is entitled to deliver to another location; the customer shall be liable for additional costs incurred. The Customer will be given the opportunity to raise any objections before XOMETRY proceeds in this way. Besides all these; If, following the order confirmation, the delivery of the Products to the Customer on the anticipated delivery date becomes significantly difficult or impossible due to reasons beyond XOMETRY’s control, XOMETRY reserves the right to amend the delivery date and/or delivery location. In such cases, the delivery of the Products by XOMETRY shall still be deemed as proper performance of its obligations.

5.8. Any situation that arises after the after the entry into force of the Agreement, was unforeseen at the time, and is beyond XOMETRY’s control, such as (but not limited to) natural disasters, war, civil unrest, terrorism, uprisings, pandemics, fires, floods, legislative provisions, exchange rate fluctuations, shortages of raw materials or energy, customs/import delays, expropriation, strikes, or lockouts, shall be considered a force majeure event. All situations, especially the situations listed above, that make XOMETRY’s performance obligation significantly difficult or impossible and that are not caused by XOMETRY, shall be considered force majeure.

5.9. If XOMETRY is unable to fulfill its obligations or experiences delays due to force majeure, delivery times shall be extended for the duration of the force majeure event. This also applies if a force majeure event occurs during a pre-existing delay. In the event of the occurrence of the specified force majeure, XOMETRY shall promptly notify the Customer. If such force majeure persists for a period of 4 (four) months, either Party may terminate this Agreement by providing written notice to the other Party.

5.10. Upon delivery of the Products to the shipper by XOMETRY, all benefits and damages/losses associated with the Products shall transfer to the Customer. In other words, the Customer assumes all benefits and damages/losses associated with the Products at the moment the Products handed over to the shipper. If requested by the Customer and at their expense, XOMETRY shall arrange insurance for the transportation of the Products. The responsibility and costs of unloading the Products at the specified address also lie with the Customer for deliveries via shipper.

5.11. XOMETRY reserves the right to deliver the Products in partial shipments if there is a reasonable and/or justifiable reason.

5.12. If the Customer notifies before delivery, as stated in Article 5.1, that they will not receive the Products from the Factory and requests delivery to another address, the address listed in XOMETRY’s records shall be deemed the delivery address unless the Customer specifies a different address. Delivery to this address shall be considered valid.

6. ACCEPTANCE OF PRODUCTS BY THE CUSTOMER

6.1. Following the order confirmation and upon the manufacturing of the Products, the Customer or a person authorized by the Customer to receive the Products shall be present at the place of performance to accept the Products. Should the Customer request additional packaging or similar measures for the Products during the acceptance process, all associated costs shall be borne by the Customer.

6.2. If the Customer fails to be present for the acceptance process, or if an agreed-upon inspection for acceptance is delayed or incomplete for reasons not attributable to XOMETRY, XOMETRY shall have the right to either deliver the Products without prior inspection or store the Products at the Customer’s expense and risk until the acceptance process is completed. Any costs arising from such circumstances shall be invoiced to the Customer, and the Customer shall make payment upon receipt of the invoice issued by XOMETRY.

6.3. After the Products have been inspected and/or accepted by the Customer and/or the Customer’s authorized representatives, XOMETRY shall be deemed to have duly fulfilled its delivery obligation upon the issuance of a “Delivery Receipt” or an email confirming the delivery of the Products.

7. PAYMENT TERMS

7.1. Payment for the service provided by XOMETRY to the Customer shall be made via bank transfer or another method. Any transfer/EFT costs shall also be borne by the Customer. Unless otherwise agreed, the payment deadline is 10 (ten) days from the date the Products are delivered to the Customer. This payment deadline is considered certain. The Customer shall be deemed in default 10 days after the due date and receipt of the invoice/payment plan.

7.2. If XOMETRY has specified that a discount shall apply to the Customer’s cash payment, the discount shall be applied only to the sales price of the Products, excluding shipiing and other costs. For the discount to apply, the Customer must fulfill all payment obligations on term.

7.3. If XOMETRY becomes aware of any circumstances that may affect the Customer’s creditworthiness or indicate the Customer’s inability to fulfill payment obligations, XOMETRY reserves the right to refuse deliveries to the Customer. Alternatively, XOMETRY may require prepayment, establish a pledge agreement concerning the Products, or request other forms of security to complete the delivery. As guarantee, XOMETRY may demand cash deposits, letters of guarantee, or negotiable instruments such as checks or promissory notes. In such cases, XOMETRY shall also have the right to declare all outstanding receivables arising from the commercial relationship between XOMETRY and the Customer immediately due and payable.

7.4. If the Customer fails to make payments on term or defaults for any reason, interest for default shall accrue on XOMETRY’s receivables at the rediscount interest rate announced by the Central Bank of the Republic of Türkiye (CBRT). XOMETRY reserves the right to claim damages arising from the Customer’s failure to make payments on term.

7.5. XOMETRY has the right to offset or clearing its receivables against the Customer’s obligations to XOMETRY. This also applies to cases where one party’s payment commitment is in cash and the other party’s is via negotiable instruments such as checks or bill. Furthermore, if the due dates of XOMETRY’s receivables and obligations differ, XOMETRY’s receivables shall be considered due no later than the due date of XOMETRY’s obligations.

7.6. XOMETRY may assign its receivables to third parties. Furthermore, in the event the Customer defaults on its payment obligations, XOMETRY reserves the right to request a court order permitting the sale of the Products pursuant to Article 23 of the Turkish Commercial Code No. 6102.

8. RETENTION OF TITLE

8.1. All delivered products remain the property of XOMETRY (“Retained Products“) until payment has been made in full.

8.2. The ownership of the delivered products remains with XOMETRY until the outstanding balance related to the products (hereinafter referred to as the “Retained Balance”) is paid in full and without any deductions. Furthermore, in the case of any seizure, bankruptcy, or concordat, the ownership of the products shall remain with XOMETRY until the Customer makes full and complete payments concerning the relevant case. This also applies to future and conditional claims, e.g. from bills of acceptance, and also if payments are made on specially designated claims. This retained balance shall expire with the settlement of all claims still open at the time of payment that resulted from this retention of title.

8.3 Prior to the transfer of ownership, resale, renting, pledging, assignment as collateral, processing or transformation is not permitted without the explicit consent of XOMETRY.

8.4 Manufacturing and processing of the retained product is carried out by XOMETRY as the manufacturer in the sense of Turkish regulations and is unbinding. The manufactured and processed product shall be deemed to be a retained product within the meaning of 8.1. clasue of this Agreement where appropriate.  If the Customer processes, mixes or combines the retained product with other products, XOMETRY shall be entitled to co-ownership of the new product proportionate to the invoice value of the retained product and the other goods used. If XOMETRY’s ownership expires due to the mixing or combination of products, the Customer shall immediately transfer ownership rights to XOMETRY along with the new stock or item to which they are entitled to in line with the invoice value of the retained product and shall hold the item for XOMETRY free of charge. The co-ownership rights of XOMETRY are deemed to be a retained product in the sense of 8.1. clasue of this Agreemen

8.5. The customer may sell the retained product only within the scope of this agreement, under the obligations stipulated for the customer, and in the course of ordinary business activities, provided that the customer is not in default to XOMETRY. In such a case, the receivables arising from the resale shall be deemed to have been assigned to XOMETRY until the customer’s debt to XOMETRY is fully and completely paid. Apart from this, the customer shall not have any other right of disposition over the retained product. The parties agree on this matter.

8.6. The receivables from the resale of the retained product, together with all collateral which the Customer off set against the claims, are thereby assigned to XOMETRY. They serve as collateral security to the same extent as the retained product. If the retained product is sold by the Customer together with other products not sold by XOMETRY, XOMETRY is entitled to claim sums in proportion with the invoice value of the retained product and the invoice value of the other products sold. If products which XOMETRY has co-ownership title of are sold, a share of receivables shall be assigned to XOMETRY which corresponds to the co-ownership share. If the retained product is used by the Customer to fulfil a service contract, the receivables from the service contract are assigned to XOMETRY in advance to the same extent. XOMETRY hereby accepts the transfer of these rights.

8.7. The Customer is entitled to collect receivables from the resale. This right to collect expires in case of revocation by XOMETRY, but at the latest in case of default of payment, non-payment of a bill of exchange or request for the opening of insolvency proceedings. XOMETRY will only make use of the right of revocation if it becomes apparent after conclusion of the contract that XOMETRY’s claim for payment from this or other contracts with the Customer is at risk due to the Customer’s lack of solvency. Upon XOMETRY’s request, the Customer is obliged to immediately inform their customers of this assignment to XOMETRY and to provide XOMETRY with the documents necessary to carry out collection.

8.8. An assignment of claims from the resale is not permitted, unless it is an assignment by way of genuine factoring, which is notified to XOMETRY and where the factoring proceeds exceed the value of the receivables secured by XOMETRY. Upon credit of the factoring proceeds, XOMETRY’s claim is payable immediately.

8.9. The Customer must immediately inform XOMETRY of a seizure or adverse events related to third parties. The Customer shall bear all costs incurred for the cancellation of access or for the return transport of the retained products, unless they are covered by third parties.

8.10. If the Customer is in default of payment or does not honour a bill of exchange when due, XOMETRY is entitled to take back the retained title product and if necessary, to enter the Customer’s premises to this effect during regular business hours. The same applies if it becomes apparent after conclusion of the contract that XOMETRY’s claim for payment from this or other contracts with the Customer is at risk due to the Customer’s lack of solvency. XOMETRY reserves its rights and authorities arising from the provisions of the Turkish Commercial Code No. 6102 and the Enforcement and Bankruptcy Law No. 2004.

8.11. If the invoice value of the existing collateral security exceeds the secured claims, including ancillary claims (interest, aforementioned costs), by more than 50 per cent overall, XOMETRY shall be obligated to release collateral of XOMETRY’s choosing upon the Customer’s request.

9. QUALITY ASSURANCE AND CERTIFICATION

9.1. Quality assurance inspections shall be conducted by XOMETRY. These inspections are carried out taking into account the “state of the art” applicable to certification processes as of the effective date of the agreement.

9.2. Quality certificates issued as a result of the certification processes for the Products shall be prepared and delivered to the Customer under a separate agreement.

10. WARRANTY 

10.1. In accordance with the Turkish Commercial Code No. 6102, the Customer shall inspect the Products or have them inspected before acceptance to identify any defects during the delivery of the ordered Products. Unless otherwise stated in the following provisions, claims made by the Customer regarding defects in the Products, falling within XOMETRY’s warranter responsibility, shall be evaluated under the provisions of the Turkish Commercial Code No. 6102 and the Turkish Code of Obligations No. 6098 concerning notification periods and liability for defects.

10.2. XOMETRY shall not bear any liability for defects or warranty claims arising from the Customer’s actions, including but not limited to the installation, assembly, operation, transportation, or storage of the Products, misuse of the Products, or any contractual breaches by the Customer.

10.3. If the Customer’s claims regarding defects are justified and made in accordance with the law and within the statutory timeframes, XOMETRY may, at its sole discretion, primarily proceed with the free repair of the Products, provided that such repair does not require disproportionate expenses. If repair is not feasible, XOMETRY may either apply a discount to the sales price of the Products or accept the return of the Products and provide the Customer with non-defective replacements. In the event that none of these options are feasible, XOMETRY reserves the right to terminate the Agreement. Under no circumstances shall the Customer remedy the defect without XOMETRY’s prior written and explicit consent. Should the Customer undertake any actions to remedy the defect without such consent, the Customer shall not have the right to recover the costs of such actions from XOMETRY or otherwise pass them on to XOMETRY in any manner.

10.4. Pursuant to Article 23 of the Turkish Commercial Code No. 6102, if defects in the Product are clearly apparent at the time of delivery, the Customer is obligated to notify XOMETRY of such defects within 2 (two) days. If the defects are not immediately apparent, the Customer must inspect or have the Products inspected within 8 (eight) days after receiving them. If the inspection reveals that the Products are defective, the Customer must notify XOMETRY with a technical report supporting the defect claim. In the case of hidden defects that are not discovered during these inspections, the Customer must promptly notify XOMETRY in writing as soon as the defects are identified.

10.5. Following the acceptance inspection conducted by the Customer, the Customer shall have no right to claim defects regarding the Products that could have been identified during the inspection but were accepted without any reservation. If, during the acceptance process at the time of delivery, the Customer inspects or has the Products inspected and subsequently accepts them, the Products shall be deemed free of any apparent defects.

10.6. All claims related to defects shall be subject to a statute of limitations of 2 (two) years from the date the Products are delivered to the Customer. In other words, any claims or legal actions against XOMETRY regarding liability for defects in the Products shall be time-barred 2 (two) years after the delivery of the Products to the Customer, even if the defect is discovered at a later date.

10.7. Unless otherwise agreed, XOMETRY does not guarantee the compatibility, functionality, or usability of the Products with other products or in other applications (e.g., construction or assembly groups). Quality standards are always evaluated on a product-by-product basis.

10.8. In case of any defect, the Customer is obliged to cooperate with XOMETRY to assist in rectifying the defect (e.g., providing technical information promptly, preparing defective products for delivery, etc.).

10.9. Unless otherwise agreed, all defective parts must be prepared for XOMETRY to retrieve them within 10 (ten) days after the defect notification. This also requires notifying XOMETRY that the products are ready for collection and providing information about the characteristics of the products to be collected.

11. DISCLAIMER OF LIABILITY

11.1. XOMETRY shall only be held liable for breaches of contractual or non-contractual obligations, impossibility, delay, liability arising from pre-contractual negotiations (culpa in contrahendo), and tort (including actions of XOMETRY’s executives and other agents/employees) in cases of gross negligence. If the breach in question does not result from XOMETRY’s gross negligence and involves a defective performance of one of the obligations stipulated in the Agreement, XOMETRY’s liability for damages incurred by the Customer shall be limited to the amount paid by the Customer to XOMETRY for the Product subject to the breach under this Agreement.

11.2. The limitations of liability mentioned above also apply to the responsibilities of XOMETRY’s employees, representatives, and agents.

12. CONFIDENTIALITY

12.1. The Parties are obliged to protect the Confidential Information and Trade Secrets they disclose to each other.

12.2. “Confidential Information” of a Party is any information that this Party has disclosed to the other Party before or during this Agreement, is relevant to the purpose and is defined as confidential by the disclosing Party and provides value to the disclosing Party because of confidential transaction. Confidential Information may include, but is not limited to, technical or non-technical information; any existing or potential products, roadmaps; financial, accounting, legal, or marketing data; business plans, analyses, forecasts, projections, intellectual property, trade secrets, or know-how; personal, member, or account information of end-users; and reports, analyses, studies, codes, passwords, source codes, databases, or other materials that contain or are based on Confidential Information related to the purpose of the Agreement.

13. PROTECTION OF PERSONAL DATA

13.1. XOMETRY places great importance on processing, securing, and protecting the personal data provided by the Customer in compliance with all applicable legislation, including Law No. 6698. Accordingly, the personal data provided by the Customer may be collected, used, transferred, stored, and otherwise processed in accordance with XOMETRY’s Personal Data Protection and Privacy Policy available on its website at https://xometry.com.tr/tr/. The Personal Data Protection and Privacy Policy is an integral part of this Agreement.

13.2. Personal data shared by the Customer with XOMETRY within the scope of this Agreement is collected, stored, processed, used, and shared with affiliates or business partners by XOMETRY, in accordance with the Privacy and Data Protection Policy, for the fulfillment of obligations set forth in this Agreement, operation of XOMETRY’s website, provision of benefits to the Customer, personalized advertising, sales, marketing, surveys, electronic communications, profiling, and statistical work. The Customer can contact XOMETRY using the contact details provided in Article 1.1 of this Agreement to exercise their rights regarding the use of personal data.

13.3. Within the scope of the manufacturing and delivery processes of the Products under this Agreement, the Parties guarantee and commit to comply with the relevant legislation on the protection of personal data, primarily Law No. 6698 on the Protection of Personal Data, related regulations, directives of the Personal Data Protection Authority, and any future regulations and amendments. The Parties further agree to ensure that any personnel who may access or are authorized to access personal data within the scope of this Agreement act in compliance with data protection legislation.

13.4. The party accessing and holding personal data is obligated to take all necessary technical and administrative measures in accordance with the applicable Personal Data Protection legislation to prevent unlawful processing of such data and to ensure its storage within the legal timeframes and for the purposes specified. The party must also comply with the instructions provided by the data controller in this regard.

13.5. In case of unauthorized access or a breach causing personal data to become accessible to third parties contrary to this Agreement, the Parties shall exert every effort to mitigate any potential harm and immediately inform the other Party.

13.6. The Parties agree to promptly inform and provide necessary documentation, information, and support in case of any dispute or matter that may affect the interests of either Party regarding the processing or transfer of personal data. They further commit to cooperate fully and refrain from taking any action without the written consent or instruction of the other Party, except for statutory obligations.

13.7. The relevant party may only process the personal data received for the purpose of performing this Agreement and shall delete or destroy records of personal data (except for data that must be retained due to legal obligations) upon the expiration of the processing purpose or termination of this Agreement for any reason.

14. MISCELLANEOUS

14.1. Governing Law / Jurisdiction
This Agreement shall be interpreted and enforced in accordance with the laws of the Republic of Turkey, without regard to conflict of law principles. For any disputes arising under this Agreement, the courts and enforcement offices of Istanbul (Çağlayan) shall have exclusive jurisdiction.

14.2. Language of the Agreement and Interpretation
All communications related to this Agreement shall be conducted in Turkish. This Agreement is prepared in both Turkish and English languages. In the event of any discrepancy, ambiguity, or conflict arising from the text, interpretation, or meaning of this Agreement, the Turkish text shall prevail and be considered definitive.

14.3. Publication Policy
XOMETRY reserves the right to publish images of Products ordered by the Customer on its websites and social media accounts without the Customer’s consent, provided that no trademarks (logos or names) are present on the images, or if present, are not legible, and the application or function of the Products is not clear. In all other cases, the Customer’s permission shall be obtained before any publication.

14.4. Amendments
XOMETRY reserves the right to unilaterally amend this Agreement at any time, at its sole discretion, in compliance with the provisions of the applicable legislation. Any such amendments shall be announced on the https://xometry.com.tr/tr/ website. Amendments made by XOMETRY shall become effective on the date they are announced on the website. The remaining provisions of this Agreement that are not amended shall remain in full force and effect.The Customer is not entitled to unilaterally amend this Agreement. Any revisions or modifications made to this Agreement without XOMETRY’s prior written consent shall not be valid or binding on XOMETRY.

14.5. Severability
Each provision of this Agreement is separate and independent. If any provision or part of a provision of this Agreement is rendered invalid at any time, this shall not affect the validity or enforceability of the remaining provisions of the Agreement.

14.6. Assignment
This Agreement shall benefit and bind the Parties and their respective successors and assigns.

14.7. Evidential Contract
In the resolution of any disputes arising from or relating to this Agreement or its execution, any records maintained by XOMETRY shall constitute conclusive evidence.

14.8. Effective Date
This Agreement shall enter into force between the Parties once it has been read and electronically approved by the Customer.

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