Terms of Sale

01Scope and precedence

These terms apply to the exclusion of any general terms of the customer, including terms printed on purchase orders or referred to in correspondence, even where Garry does not object to them or performs the order. Terms that differ from these apply only if Garry has accepted them in writing.

Where Garry and a customer have signed a separate written agreement, that agreement prevails over these terms to the extent they conflict. On every other point these terms apply.

All sales are business to business. Legislation that protects consumers, including statutory rights of withdrawal, does not apply to these sales.

02Definitions

"Garry", "we", "us" and "our" mean Garry Medikal Ithalat Ihracat Ltd Sti., Oruçreis Mah. Tekstilkent Cad. A5 Blok No:13 Esenler, İstanbul / Türkiye. "Customer" and "you" mean the distributor, dealer, hospital or clinic that requests a quotation or places an order. "Products" means the instruments and other goods described in an order confirmation. "Quotation" means a written price offer issued by Garry. "Order Confirmation" means Garry's written acceptance of an order.

03Customer accounts

Dealer and clinic accounts are opened only after Garry has reviewed the application. We may ask for company registration, tax and licensing details at any time, and we may decline an application or suspend or close an account, in particular where information is incomplete or incorrect, payments are overdue or these terms are not observed.

Sign-in details are personal to the account holder. Orders placed through an account are deemed to be placed by the customer, who is responsible for keeping its sign-in details confidential.

Prices, discounts, quotations and commercial terms offered to a customer are confidential and may not be disclosed to third parties.

04Quotations, orders and contract formation

Product information on this website, in catalogs and in price lists is an invitation to request a quotation, not a binding offer. Quotations are valid for 30 days from issue unless another period is stated, and may be revised or withdrawn before an order is confirmed.

A contract is formed only when Garry issues an Order Confirmation or dispatches the Products, whichever occurs first. Garry may accept or decline any order, including an order placed through the dealer portal, without giving reasons.

A confirmed order may be cancelled or changed by the customer only with Garry's written consent. Where we agree to a cancellation or change, we may charge the costs already incurred.

Obvious errors in quotations, price lists, order confirmations and invoices, including pricing and calculation errors, may be corrected by Garry at any time.

05Product information and changes

Photographs, films, drawings and descriptions on this website and in our catalogs illustrate the Products and do not constitute a warranty of particular characteristics. Dimensions are subject to the manufacturing tolerances that apply to each Product.

Garry may change the design, materials, manufacturing process, packaging or labeling of Products where the change does not materially affect their intended function, and may change or discontinue products and order codes at any time.

06Prices and payment

Prices are stated in the currency of the Quotation and, unless agreed otherwise in writing, are ex works and exclude freight, insurance, value added tax and other taxes, customs duties, import charges and bank charges, which are borne by the customer.

Unless credit terms have been agreed in writing, payment is due in advance, before dispatch. Payments must reach Garry in full, without deduction of bank or transfer charges, and are deemed made on the date the amount is credited to our account.

If a payment is late, Garry may charge default interest at the rate applicable to commercial transactions under Turkish law, suspend further deliveries, withdraw agreed credit terms and require advance payment for open and future orders, without prejudice to its other rights.

The customer may not withhold payment or set off any claim against amounts due to Garry, unless the claim is accepted by Garry in writing or established by a final court decision.

Objections to an invoice must be made in writing within 8 days of its receipt. An invoice to which no objection is made within this period is deemed accepted.

07Delivery

Delivery terms are stated in the Order Confirmation under the Incoterms 2020 rules. Where no term is stated, delivery is FCA (Free Carrier) at Garry's premises.

Delivery and dispatch dates are estimates given in good faith and are binding only if Garry has expressly confirmed a fixed date in writing. A delay does not entitle the customer to cancel the order or to claim compensation, unless the delay continues for more than 60 days after the customer has set Garry a reasonable final deadline in writing; in that case the customer may cancel the delayed part of the order, which is its only remedy for the delay.

Garry may make partial deliveries, which are invoiced separately. If the customer does not take delivery when the Products are made available, the risk passes to the customer and Garry may store the Products at the customer's cost and risk. If the Products are not collected within 30 days of our notice, Garry may sell them and set the proceeds off against the amounts due.

Each shipment is packed according to the order codes on the Order Confirmation. Carriers, freight forwarders and customs brokers act on behalf of the customer unless agreed otherwise in writing.

08Risk and title

Risk of loss and damage passes to the customer in accordance with the agreed Incoterm and, at the latest, when the Products are handed to the first carrier.

The Products remain the property of Garry until all amounts due under the relevant order have been paid in full, to the extent permitted by the law of the place where the Products are located. The customer shall take any step reasonably requested by Garry to make this reservation of title effective, and may resell the Products in the ordinary course of business only while it is not in payment default.

09Inspection on receipt and notice of defects

The customer shall inspect the Products immediately on receipt. Visible transport damage and missing packages must be noted on the carrier's delivery document before it is signed.

Shortages, wrong items and visible defects must be notified to Garry in writing within 2 business days of delivery. Defects that are identified on inspection of the Products must be notified in writing within 8 days of delivery. Each notice must state the order reference and the order codes concerned and include photographs.

A defect that could not be identified even on careful inspection must be notified in writing immediately after it is discovered, and no later than 8 days after discovery. Products for which no notice is received within these periods are deemed accepted.

10Returns

Products may be returned only with Garry's prior written authorization and under the conditions of our Returns & Service Policy, which forms part of these terms.

11Intended use and professional responsibility

The Products are surgical instruments intended exclusively for use by qualified healthcare professionals, within their professional competence, in accordance with our instructions and the applicable law. The choice of instrument, size and technique for a given patient, and every clinical decision, is the sole responsibility of the treating professional. Information provided by Garry on products, sizes and techniques is general product information and is not medical advice.

Unless stated otherwise, Products are supplied non-sterile. They must be cleaned and sterilized by the user before first use and before every subsequent use, using validated processes and in accordance with our reprocessing guidance. The customer is responsible for the suitability and validation of its cleaning and sterilization processes and equipment, for training its staff and for inspecting each Product before use.

Punches, blades, needles and other cutting and implanting instruments are subject to wear: their edges and tips lose sharpness with use and reprocessing. The customer is responsible for inspecting them before each use and for withdrawing from use any Product that shows wear, damage or corrosion.

The customer shall not modify, re-sharpen, repair or re-label Products, or have them modified, re-sharpened or repaired by third parties, and shall not remove or alter their markings.

12Warranty

Products are covered by Garry's manufacturer warranty against defects in material and workmanship. Where a defect is notified in accordance with these terms and confirmed by Garry's assessment, Garry will, at its option, repair or replace the Product or issue a credit for its invoiced price. To the extent permitted by law, these are the customer's sole remedies for defective Products.

The warranty does not cover: normal wear of edges, tips and other parts through use and reprocessing; damage caused by improper handling, dropping, impact or storage; damage or corrosion caused by cleaning, disinfection or sterilization agents, methods or equipment that do not follow our reprocessing guidance, including contact with chlorine or saline; use contrary to our instructions or outside the intended use; use with handpieces, devices or accessories that Garry has not specified for the Product; Products modified, re-sharpened, repaired or altered by anyone other than Garry; cosmetic changes such as discoloration that do not affect function; and Products whose markings have been removed or altered.

To the extent permitted by law, all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, are excluded. Statements made by distributors, dealers or other third parties do not bind Garry.

13Limitation of liability

To the extent permitted by law, Garry's total liability arising out of or in connection with an order, whether in contract, tort or otherwise, is limited to the net price paid by the customer for the Products that gave rise to the claim.

To the extent permitted by law, Garry is not liable for indirect or consequential loss, for loss of profit, revenue, business, goodwill or reputation, for the costs of procedures, treatments or staff time, for the costs of recalls or corrective actions not initiated by Garry, or for loss arising from the customer's failure to observe these terms or our instructions.

These limitations do not apply to liability that cannot be limited or excluded under mandatory law, including liability for intent or gross negligence.

14Indemnity

The customer shall indemnify and hold Garry harmless from all claims by third parties, including patients, the customer's own customers and authorities, and from the related costs, arising from the customer's breach of these terms, from the use, handling, reprocessing, storage or resale of Products contrary to our instructions or the applicable law, or from statements or warranties the customer gives to its own customers beyond Garry's published product information.

15Regulatory obligations of distributors

Distributors and dealers are responsible for obtaining and maintaining every registration, license, notification or authorization required to import, store, distribute and sell the Products in their territory, and for complying with the medical device laws that apply there.

Distributors shall pass on our product information and any safety notice to their customers unaltered, keep records of the Products and order codes delivered to each of their customers so that a safety notice can reach them, and inform Garry in writing of any complaint, malfunction or incident involving a Product, without delay and no later than 2 business days after becoming aware of it.

If Garry initiates a recall or a field safety corrective action, the customer shall follow our instructions, including quarantining affected stock and informing its customers. Garry bears the reasonable direct costs of a corrective action it initiates because of a defect attributable to Garry.

16Distributor relationship and use of the Garry name

Distributors and dealers buy and resell in their own name and for their own account. They are not agents or representatives of Garry and may not make commitments on Garry's behalf. No exclusivity or protected territory exists unless agreed in a signed written agreement.

While an account is in good standing, the customer may use Garry's product names, images and descriptions solely to market genuine Garry Products purchased from Garry, in a manner consistent with our published information. This permission ends automatically when the account closes. The customer may not register or use the GARRY name, logo or any confusingly similar sign as a trademark, company name, domain name or social media account.

17Intellectual property and confidentiality

All intellectual property rights in the Products, their designs, drawings and specifications, and in our names, logos, images, films and website content, remain with Garry. The sale of Products grants no license to these rights beyond the right to use and resell the Products purchased. The customer may not copy or reverse engineer the Products or their designs, or have them reproduced.

Prices, commercial terms and technical information disclosed by Garry are confidential and may be used only for purchasing, using and reselling the Products.

18Compliance, export control and sanctions

The customer shall comply with all export control, sanctions, customs and anti-bribery laws that apply to the purchase, export, import and resale of the Products, and shall not supply Products, directly or indirectly, to any person or destination in breach of those laws. Garry may suspend or cancel an order without liability where it reasonably considers that performing it would breach such laws.

19Force majeure

Garry is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, strikes, fire, interruptions of power or supply, shortages of materials, carrier delays, cyber incidents and acts or measures of governments or authorities. Performance is suspended for the duration of the event. If the event lasts more than 90 days, either party may cancel the affected part of the order by written notice, without liability.

20Suspension and termination

Garry may suspend or cancel any order or delivery, and demand immediate payment of all amounts outstanding, if the customer breaches these terms, fails to pay when due, becomes insolvent or enters into composition or bankruptcy proceedings, or if there are reasonable grounds to doubt its ability to pay.

21Evidence and notices

The parties agree that Garry's commercial books and records, correspondence and electronic records, including emails and dealer portal records, constitute conclusive evidence in any dispute arising from these terms, within the meaning of Article 193 of the Turkish Code of Civil Procedure.

Notices under these terms may be given by email to the address registered for the customer's account or used in the order correspondence.

22Governing law and jurisdiction

These terms and every contract to which they apply are governed by the laws of the Republic of Türkiye. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

The courts and enforcement offices of Istanbul (Çağlayan) have exclusive jurisdiction over all disputes, subject to any mandatory mediation requirement. Garry may also bring proceedings before the courts of the customer's registered seat.

23General provisions

If any provision of these terms is held invalid or unenforceable, the other provisions remain in force, and the invalid provision is replaced by a valid one that comes closest to its purpose. A failure or delay by Garry in exercising a right is not a waiver of it. The customer may not assign its rights or obligations without Garry's prior written consent.

Garry may amend these terms at any time. The version published on this website when an order is confirmed applies to that order.

These terms are published in Turkish, English, Spanish and Portuguese. In case of any inconsistency between the language versions, the Turkish version prevails.

24Contact

Send questions about these terms, a quotation or an order to info@garrymedical.com, or call +90 (212) 909 03 45.