DEALER AGREEMENT
SELİM DEKOR PRODUCTS INC.
SELİM DEALERSHIP AGREEMENT
Article 1. PARTIES
On one side; Elmalikent mah. The gardens. No:32-1 Ümraniye/İstanbul, Selim Dekor Ürünleri A.Ş. (Hereinafter referred to as SELİM.)
On the other side……………………………………………………………………………………………………………………………… resident at …………………………..
………………………………………………………………………………………….……………………. ……………………………………..…… (hereinafter referred to as DEALER) has been agreed, arranged and signed. It will be defined as DEALER.
Article 2. DEFINITIONS
- SELİM is the DEALER that requests online product promotion and product sales via the dealer online system via www.selim.com.tr and this request is accepted by SELİM. The word DEALER mentioned in any part of the contract also includes E-Dealer.
- Dealer Code: This is the code that will be determined by SELİM, upon the entry into force of the contract, and which will be notified to the E-SELLER in writing, allowing access to the system. The same dealer code cannot be given to two different dealers, and in the same way, more than one code cannot be given to a dealer.
- E-Password: It is the code that will be determined by SELİM and will be notified in writing to the E-Dealer, allowing entry to the system in the first use. E-SELLER is under the obligation to change this temporary password at first use. Changing and protecting the password is the sole responsibility of the E-BAYI and SELİM will not be responsible for any problems that may arise regarding the use of the password.
- Bank: It is the credit and financial institution and institution that will provide the POS Device / Virtual POS device and the necessary infrastructure mentioned in the applications related to the POS Device / Virtual POS Device and will manage, direct and report the money movement in these devices.
- Key and Certificate: It is a program file that ensures the accuracy and validity of the passwords used during the operation on the VPOS are approved electronically by an authorized institution.
- Payment Card(s): Refers to Visa, MasterCard and American Express Cards. VPOS: It is the software that encrypts the card and payment information entered in the virtual store for transaction by the cardholder and provides access to the host computer.
Article 3 . THE SUBJECT OF THE CONTRACT
The subject of this contract is the procurement, marketing, sale, provision of services and conditions of all kinds of commercial commodities produced or distributed by SELİM through the E-Commerce channel, the rules of use of the DEALER and mutual obligations of the E-Commerce sales channel. The rights under this contract are not exclusively granted to the DEALER, and SELİM may appoint as many dealers as it wishes regarding these products, and it is also authorized to sell itself to the end user. This contract is the purchase and sale of SELİM products, and other related activities (order, collection, delivery) etc. between SELİM and the dealer. constitutes the scope of this contract. Working with commercial organizations to which SELİM believes that it will comply with its commercial principles and activities and to which it has granted the right to sell products in the places or regions it deems Iuzum, at the same time, shopping in the electronic environment provided by the system where SELİM promotes and sells products online to the DEALER The procedures and principles regarding the transaction, information on product prices, payment instruments for electronic mail and electronic financial transactions and the relevant payment terms and procedures and principles regarding confidentiality, working methods, force majeure, the transfer of the contract, termination of the contract and the rules regarding the settlement of disputes, regulates mutual obligations and general rules between parties
Article 4. MUTUAL RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. Dealer's rights and obligations
· Power of attorney
The DEALER has not been given the right to represent SELİM with this contract, and the DEALER will not take any action on behalf of SELİM, and will sell the contracted goods on its own behalf and account, at its own risk.
· Sales
The DEALER shall not make any declarations or commitments on behalf of SELİM other than the conditions specified on the products offered for sale, and shall not change the Brand and brand labels of the products it has purchased from SELİM, and cannot copy and manufacture the products partially or completely, even if the contract period has expired, and cannot make any statements related to the aforementioned situations. cannot contact any person or organization. In case of such situations, SELİM is authorized to cancel the dealership agreement and accepts and undertakes to meet all kinds of demands and damages that SELİM may suffer for this reason.
· Expenses
The DEALER shall bear all the expenses incurred while performing its activities.
· Obligation of Confidentiality
The DEALER, any information, standards and practices, correspondence, product prices and any information, standards and practices that it, its employees, sub-employees and other persons working under them are or will be aware of regarding SELİM, are already legally available from third parties, including but not limited to. To accept all information and materials, all kinds of information, passwords and codes related to the Bayi Online system, other than information obtained by means and public domain, as trade secrets and confidential information; undertakes not to give this information to third parties without the written consent of SELİM, not to disclose, not to publicize, not to change and to avoid other behaviors that may result in this way, to show the same care they show in protecting their own information, otherwise, to cover any material and moral damage that SELİM may suffer.
· Obligation to Provide Information and Comply with Copyrights
DEALER cannot violate SELİM's copyrights for any reason. The DEALER is obliged to notify SELİM about persons and/or organizations that operate against SELİM's copyrights or commercial reputation. In case of any changes or changes in the DEALER, commercial business address, tax office and number and/or authorized signatories and/or partners and/or the amount of capital committed by the partnership or any of the partners, or any other changes, these amendments and changes declares and undertakes to notify SELİM in writing, both in practice and within 7 days at the latest following its registration in the Trade Registry. DEALER declares and undertakes to pay irrevocably any pecuniary and moral damages incurred or to be incurred by SELİM due to the timely notification of DEALER. The DEALER accepts, declares and undertakes that the amendments and/or changes mentioned within the scope of this article are considered as a just cause for SELİM to terminate the contract unilaterally.
· Trademark and Packaging
The DEALER will sell the products in their original packaged packages, and will not make any changes, additions, attachments or other changes on the original products and packages under any circumstances.
· Way of Working
The DEALER, SELİM's E-commerce site (www.selim.com.tr) (with the dealer username and password), in writing (E-mail, Whatsapp) or verbally by phone to the customer representative, the price of the product or commodity between the parties. After reconciliation is reached (approved), it pays to Selim Dekor Ürünleri A.Ş's bank accounts by money order/EFT or by credit card. It is not authorized to collect cash in any way, regardless of the sales representative assigned by SELİM or in any position. The DEALER shall notify SELİM in writing for the approval of the authorized dealer certificate of the websites where the products subject to the contract will be sold. The DEALER will only sell the products subject to the contract on the websites where written authorized dealer document approval is given, to the final consumers with all responsibility. It is unilaterally SELİM's initiative to approve or disapprove of the reported websites.
· agreements
As of the end of the month, the DEALER approves the reconciliation form sent by SELİM for the current account reconciliation and notifies SELİM, if any, of its objection and the documents subject to the objection, by electronic mail, until the 15th of the following month. DEALER accepts and undertakes that he/she will unconditionally accept the current account statement in SELİM if no notification regarding the objection is made to SELİM and closes any balance in the current account.
· POS Device Usage
The DEALER is responsible for transferring the net amount from the POS Device/Virtual POS Device with a credit card and/or Paracard or any other card with the same function to the SELİM account, deducting the cost of the goods purchased and/or to be received from SELİM, and for the transfer to take place. He/she will/will give/give all necessary information, documents, approvals and instructions to the BANK and/or other relevant institutions, that he/she will perform all kinds of transactions from the beginning in order not to make SELİM a victim in transferring the net amount, that they will collect payments using the POS Device/Virtual POS Device. will issue and/or issue and/or issue an invoice or a document that replaces an invoice, which includes the relevant legal provisions, to its customer, in the amount of each sales transaction price received, and gives it to the customer;
- For purchases made with fake and/or stolen cards or illegal ways or ways, all legal and criminal responsibility belongs to him, in this case, the sales price will be collected from him, not from SELİM;
- If the DEALER chooses to use a credit card as a payment tool when logging into the system with the user name and password allocated to him within the framework of the ONLINE SYSTEM, to use the credit cards issued in his own name;
- Even if it appears as a creditor in the current account, it will not demand any cash payment from SELİM, and the said receivables will be met with the sale of products;
- It irrevocably and unconditionally accepts, declares and undertakes that the obligations and commitments imposed on it by this article will also be valid in other new applications that SELİM may implement in order to provide online services in the future.
· VPOS Usage
SELİM accepts that the DEALER collects the goods to be sold to its customers through the software program installed on the VPOS terminal allocated to SELİM by various BANKS, by fulfilling the working conditions, terms and obligations in this contract. The DEALER ensures the operation of the system by installing the necessary technical infrastructure to enable the website to be put into service and/or updated for the purposes stipulated in this Agreement, at its own cost and responsibility. In this framework, the BAYI agrees to fulfill the software or hardware website infrastructure and visual arrangements requested by SELİM.
4.2. SELİM'S OBLIGATIONS
· Dealer Orders and Deliveries
The DEALER may place an order in writing (E-mail, Whatsapp) or verbally over the phone to the customer representative via SELİM's E-commerce site (www.selim.com.tr) for the products covered by this contract (with the dealer username and password). . Otherwise, the orders and purchase requests will not be evaluated and SELİM will not be held responsible. Acceptance of the order is only under the authority of SELİM, and the DEALER accepts, declares and undertakes that it cannot make any claim under any name, since the order is not accepted partially or completely. The DEALER will immediately check whether the goods sent to the DEALER are defective, and if any defective or defective goods are found, SELİM will be informed in writing within 3 days from the delivery date at the latest. Otherwise, the goods received by the DEALER shall be deemed to be free of defects. In case of detection and notification of malfunctions and defects in the products within the legal period, SELİM takes this product back and replaces it with a new product and sends it back to the customer. The DEALER complies with SELİM's product return procedure. DEALER cannot apply a different procedure contrary to this regulation. The DEALER cannot return the purchased products, unless they are defective or defective, for any reason (out of stock, overstock, wrong order, etc.). In deliveries, the place of delivery of the product is SELİM's warehouse. SELİM makes the products it sells as warehouse delivery. Shipping, shipping costs and shipping costs belong to the DEALER. Shipping is done by the shipping and cargo company that the DEALER has contracted with. Products delivered to the courier and transport company to be delivered to the DEALER shall be deemed to have been delivered to the DEALER. SELİM cannot be held responsible for any damage that may occur after the products are delivered to the DEALER, transportation and storage errors. It can invoice the shipping or shipping cost together with the products or separately to the DEALER. SELİM has the right to make changes unilaterally at any time regarding the payment of transportation fees by SELİM or the BAYI. In case the DEALER or DEALER's customers incur losses due to SELİM's failure to fulfill its obligations arising from this contract, SELİM's responsibility is; in any case, it is limited to direct damages and SELİM cannot be held responsible for indirect damages such as loss of profits of the dealer or the customers of the DEALER.
· Sales Policies
SELİM and BAYI will constantly exchange information about the market sales price and other essential information. Although the DEALER undertakes to fulfill all the instructions given by SELİM regarding the sales policy in this direction, it is stated that SELİM has the right to terminate this Agreement unilaterally and for just cause, if the DEALER does not comply with the instructions, despite the written warning, does not correct the situation. It has been accepted and committed by the DEALER. In such a termination, the DEALER accepts, declares and undertakes that it will not demand anything from SELİM under any name.
· Product price
Prices of products, market conditions, Tax Laws, etc. The list price prepared by SELİM is determined and notified to the DEALER in writing or by publishing it on the website www.selim.com.tr, in accordance with the directions and including or excluding all taxes that should be included in the price of the product. The prices given otherwise or verbally are not valid. SELİM reserves the right to make changes on the price lists notified to the dealer as it wishes. Changes related to price lists become effective in writing to the dealer or by publishing them on the website www.selim.com.tr. In case of a price increase, the increase amount will be applied to the orders received by SELİM on and after the said increase. In case of a price decrease, the decrease amount will be applied by SELİM to the deliveries made on and after the price decrease date. The parties cannot claim any rights over the changing values of the stocks in the DEALERS during the raising or lowering of the prices or the implementation of the sales campaign.
· Payment Terms
Payments will be made in return for invoices issued by SELİM, within the payment terms determined by SELİM. Payments are made by wire transfer/EFT to Selim Dekor Ürünleri A.Ş's bank accounts or by credit card. No cash collection is made, regardless of the sales representative assigned by SELİM or in any position. The first order payment will be made in cash by credit card or bank transfer/EFT. For orders after the first order, there will be two payment options; It will be paid by credit card in 2 installments without interest on the cash price. 50% will be paid in cash on order (bank transfer/EFT) and 50% on product delivery (bank transfer/EFT) or with a 30-day deferred payment against a dealer's check. The company can always change the above-mentioned sales conditions and unilaterally abandon this application. These changes do not entitle the DEALER. The DEALER may request a forward purchase at a new price to be determined by adding the maturity difference determined by SELİM, provided that it provides a bank letter of guarantee and/or a valid collateral that can be accepted by SELİM. In case of a disruption in the payments of the DEALER according to the conditions determined by SELİM, SELİM's right not to accept the next orders, to stop the product delivery and/or to terminate the contract with just cause, is reserved. For delays that may occur in payments for any reason whatsoever, a monthly maturity difference is applied in proportion to the interest rate applied by the Central Bank of the Republic of Turkey for advance transactions. This rate can be changed by SELİM without prior notice, depending on the conditions of the day.
Article 6. PRICE
- The lower and upper limits of the sale price of the contracted products to the DEALER and also the retail price or the sub-dealer by the DEALER are determined by SELİM. The dealer cannot sell at a price lower than his own purchase price.
- The DEALER is obliged to comply with the price lists determined by SELİM in its sales. The DEALER cannot implement a price policy, make campaigns and promotions in a way that will disrupt the market without the knowledge and knowledge of SELİM and without its approval. If the DEALER does not comply with the price lists, SELİM may suspend the contract for a temporary period and, despite a written warning, SELİM may terminate the contract if it continues to fail to comply with the price lists. In addition, the material and moral damages of SELİM arising from non-compliance with the price lists are collected from the DEALER.
Article 7. SALES TARGETS
The DEALER agrees in advance to comply with the terms of sale in this contract and its annexes, as well as the new conditions to be implemented in the future, in case it wishes to continue as a DEALER, and to undertake full responsibilities accordingly. The DEALER has the right to expand its sales network within its own region on its own behalf and account. The rights granted to the dealer with this contract have been granted with the aim of increasing the sales of SELİM products. The DEALER will purchase the products and services available in SELİM only from SELİM. The dealer's sales performance throughout the year will be evaluated in quarterly periods. As a result of this evaluation, the DEALER agrees to make efforts to increase the reasonable sales graph. SELİM may terminate the contract unilaterally if the DEALER cannot or is expected to be unable to fulfill the said sales performance.
Article 8. TRANSFER OF AGREEMENT
The DEALER cannot in any way transfer the rights, responsibilities and authorities granted to him by this contract to any other person and/or organization.
Article 9. PRIVACY AND CONTROL
SELİM has the right to supervise the implementation of this contract. The BAYI secrets learned as a result of the audits to be carried out by the personnel authorized by SELİM will be kept confidential by both SELİM and the personnel authorized by SELİM and will not be disclosed to third parties under any circumstances.
Article 10. VALIDITY PERIOD
This contract is valid for 1 calendar year from the date of signature. If the contract is not terminated by the parties 30 days before the end of the contract or the work is not terminated in accordance with the provisions of this contract, the contract will be extended for 1 year. This contract enters into force as soon as it is signed by the parties and a copy of the contract reaches SELİM and is recorded in the records and remains in effect for a period of 1 calendar year. If one of the parties does not give written notice to the other that it has "terminated the contract" 30 days before the end of this period, this contract will automatically be extended for 1 (one) year subsequent periods.
Article 11. CONTRACT AMENDMENT
The terms of the contract can only be changed in writing with the joint will of the parties.
Article 12. PROHIBITION OF COMPETITION
Dealers cannot compete unfairly with each other. In the event of a proven complaint, SELİM has the authority to examine the matter impartially and to make all kinds of decisions, including termination of the contract. BAYI cannot object to SELİM's decisions.
Article 13. TERMS OF USE OF TRADEMARK AND LOGO
The dealer accepts and undertakes that the brand of the products it markets with the SELİM brand, all rights related to it such as logo, patent, copyrights and commercial reputation are in SELİM, that it will not reproduce or distribute it in any way, and that any other behavior will constitute unfair competition.
Article 14. TERMINATION OF THE AGREEMENT
The parties accept the cancellation of the contract in the event that the following items are fulfilled;
- In the event that the dealer acts contrary to the provisions of this contract with SELİM and its annexes,
- In case the DEALER transfers its commercial enterprise,
- If the partners transfer their shares, if any,
- In case the commercial activities of the DEALER are terminated,
- If it violates the marketing principles specified in the contract,
- If the obligations under this contract are not fulfilled,
- In case of violation of any article of the "Confidentiality Agreement" and Price List, which are an integral part of the Agreement, (without prejudice to the violation sanctions of the Confidentiality Agreement),
- SELİM may terminate the contract unilaterally if one or more of the above and the contract-wide clauses are fulfilled.
- The DEALER's and SELİM's right to demand other compensation for the surplus is reserved.
- In case of cancellation of the contract, the DEALER shall return the contract and sales authorization documents belonging to SELİM. The rights and responsibilities that he has gained will come to an end.
- In case of breach of any clause of the contract by the DEALER, the parties agree in advance that the guarantees of the DEALER in SELİM will be recorded as income to SELIM.
Article 15. NOTIFICATION
The parties accept the addresses written in the contract as the legal notification address. The parties are obliged to notify the other party in writing of address changes within 3 (three) days. Otherwise, the addresses written in the contract accept that the notification to be made according to the 35th article of the notification law will be valid. Message, information, letter, warning, payment notification, account statement can be sent to the e-mail address of the DEALER within the contract period. DEALER cannot claim that the electronic messages in question were not received or not reached, and declares, accepts and undertakes that the said messages will be deemed to have been legally notified 3 days after they are sent.
Article 16. EVIDENCE AGREEMENT
In accordance with the relevant articles of the Code of Civil Procedure, the parties accept in advance that in all disputes arising from this contract, documents such as cards, receipts, waybills, invoices, computer records, commercial ledgers kept by SELİM are conclusive evidence, and the contrary cannot be proven with documents signed by the BAYI. and commits.
Article 17. APPLICABLE PROVISIONS
This contract and any document annexed to the contract and/or referred to in this contract in this direction will constitute the whole of the contract between SELİM and the DEALER, and will eliminate all previous related contracts, agreements, protocols, agreements, suggestions and the like between the parties. The fact that any of the parties has not used some of the rights and powers granted to them in the contract does not mean that they have waived this right. In the event that any of the articles of the contract are canceled or become invalid due to legal regulations, the contract remains in effect together with the other clauses. This contract has been drawn up with the free will of the parties, and in case of disputes between the parties, the provisions of this contract and its annexes will be applied first. ISTANBUL ANATOLIAN COURTS AND EXECUTIVE DIRECTORATES are authorized to settle all kinds of disputes. This contract was signed by the parties on ……/…../……….. as a …….. copy and entered into force.
SELİM DEKOR PRODUCTS JOINT STOCK COMPANY
Elmalikent Mah. Gardens Sok. No:32-1 Umraniye / ISTANBUL
www.selim.com.tr - info@selim.com.tr
Tel: 444 52 52 - Mobile: 0 532 365 28 01
Stamp — Signature
DEALER:
Stamp — Signature