Dealership Agreement
BLACK GROUP TEXTILE TRADE LIMITED COMPANY
DEALERSHIP AGREEMENT
1. Parties
This contract regulates the rights and obligations of the franchisor and the franchisee party towards each other after the conclusion of the contract. Parties to the contract …………………………………………………. (Dealer in short) and Black Group Tekstil Ticaret Limited Şirketi (Black Fashion in short). In the following articles, the franchising party will be called Black Fashion for short, and the franchising party will be called the dealer.
| DEALERSHIP IDENTITY INFORMATION | BLACK GROUP TEXTILE TRADE LIMITED COMPANY |
| PAYMENT DEPARTMENT NUMBER | BEŞİKTAŞ 0010977045 |
| ADDRESS | SİNANPAŞA MAH. SÜLEYMAN SEBA CAD. NO:14 İÇ KAPI NO:5 BEŞİKTAŞ/İSTANBUL |
| TELEPHONE | 0850 888 88 23 |
| MERSIS NO | 0001 0977 0450 0014 |
DEALERSHIP IDENTITY INFORMATION | |
PAYMENT DEPARTMENT NUMBER | |
| ADDRESS | |
| TELEPHONE | |
MERSIS NO |
2. Subject of Contract and Duration
one. The subject of this contract is the granting of dealership of textile products produced in European size standards under the brand name "Black Fashion" belonging to Black Fashion between the dealer and Black Fashion within the framework of the conditions specified in the contract, and the arrangement of this legal relationship in a way that protects the interests of both parties and the determination of the rights and obligations of the parties. It includes .
2. This dealership agreement is valid for 1 YEAR from the date of its conclusion, but according to Black Fashion's acceptance at the end of one year, it can be extended for another 1 YEAR each time with the written revision of the parties on the contract expiry date. If the parties do not notify of termination at the end of each 1-year contract period, the contract will automatically extend under the same conditions but with conditions updated in writing.
3. If the contract is not renewed at the latest 10 YEARS after it is signed, it automatically terminates with all its provisions and consequences.
3. General provisions
3.1 To represent and sell Black Fashion's products in the sales region, not to have a direct or indirect relationship with a company or product that competes with Black Fashion within or outside the Sales Region, and not to engage in any other product of the same nature and qualifications belonging to another brand or person. that he will not sell the product, that he knows and accepts that the intellectual and property rights of the product he purchases from Black Fashion belong to Black Fashion, that he will purchase the product subject to the contract only from Black Fashion, that he will not attempt to manufacture the products in question in any way, that the design and project of the product belongs to Black Fashion. He accepts, declares and undertakes that it belongs to Fashion and that he will not give this information about the product to any person, and that he accepts this matter within the scope of the obligation to comply with the provisions of the Turkish Code of Obligations and the Turkish Commercial Code regarding competition and to keep confidentiality.
3.2 Black Fashion and the dealer are independent organizations. This agreement does not give the dealer the right or authority to operate on behalf of Black Fashion under any name, partnership, agency, representation, representation or any other name with the dealer.
Since the dealer is not an authorized partner, agent, representative or representative of Black Fashion, as a result of an action of the dealer that is contrary to the essence of the commercial relationship between the parties, these actions of the dealer cause any damage both to the relationship between the parties and to third parties; The dealer will be directly responsible for these damages.
3.3 Any rights on Black Fashion, its trade name and trademark, which are protected under the Turkish Commercial Code and the Decree Law No. 556 on the Protection of Trademarks, do not belong to the dealer under any circumstances. In this context, the dealer irrevocably accepts, declares and undertakes that he will not apply for the registration of the phrase "Black Fashion" or similar phrases that may cause confusion in his name in any medium.
In addition, the dealer irrevocably accepts, declares and undertakes not to apply for a trademark under the phrase Black Fashion on behalf of himself, his blood relatives or affinity, the company or anyone directly or indirectly related to him. The dealer irrevocably accepts, declares and undertakes that he will not share the phrase "Black Fashion", its associated symbols, logos, advertising slogans and any element of its know-how, which can be described as a trade secret of the business, with third parties under any circumstances. . The concept of third party in this article includes any real person or commercial enterprise with legal entity other than Black Fashion, as well as persons affiliated with the dealer. In this regard, the dealer accepts, declares and undertakes that he will not share the information contained in Black Fashion's know-how with any personnel who do not have to know it due to their work.
3.4 After the opening of the business, the dealer is obliged to carry out regional advertising / public relations work as Black Fashion has done in each of its businesses to date. In order to ensure that the dealer system appears in the same manner in regional advertisements, the content of any advertisement must be submitted to Black Fashion for written approval before publication. No advertisements, promotional tools or brochures that Black Fashion has not approved can be presented to customers. The dealer accepts, declares and undertakes that he may use all press releases, interviews and promotions and all social media posts to be published in all written, printed, visual and audio media, after submitting them to Black Fashion's written approval and after Black Fashion's written acceptance.
3.5 With this agreement, only a dealer relationship is established between the parties. In this statement; There is no direct or indirect power of attorney, representation, exclusive seller, agency or other representation, service or working relationship between the parties.
4. Rights and liabilities of the parties
a) Within 1 (one) month from the entry into force of this agreement, …………………………….. will be registered with the title Black Fashion ………………………... by the agreement of the parties.
b) The dealer sells the monthly and/or annual average of women's clothing products produced by Black Fashion. Will purchase products worth TL. The dealer has the right to freely determine the types of products he will purchase. The parties accept, declare and undertake that they will make joint decisions regarding the quantities in accordance with Black Fashion's production, procurement, supply and delivery conditions.
c) For the products to be sold to the dealer by Black Fashion, a discount of …….. will be made on Black Fashion's list price. Discount rates may be determined ex officio by Black Fashion each time, depending on the product category and quantity to be purchased. The dealer accepts, declares and undertakes that he will complete his order without objecting to the discount rate that Black Fashion may unilaterally revise for each purchase.
D) The dealer accepts, declares and undertakes to obtain written approval from Black Fashion regarding matters such as decor, design, outdoor music and interior design for the store he has opened and/or will open. Black Fashion's Dealer has the right not to accept the interior designer design in the store, and the right to delivery and termination based on this is always available without compensation. Since the content of the dealership agreement is a contract that creates long-term mutual obligations, the provisions of this agreement will be renewed every year with the written consent of the parties, and the provisions of the contract will be continuous during these periods.
to) If the products belonging to Black Fashion cannot be sold by the Dealer, the Dealer accepts, declares and agrees that Black Fashion has the right to take back these products at a discount, collect them, replace them with new products at a discount, and in case of any damage, compensate for all kinds of losses, including additional damage. is committed.
f) The dealer is personally responsible for all expenses within the scope of his business, and all taxes that may arise due to this dealership agreement are the responsibility of the dealer. He accepts, declares and undertakes that he is responsible for all books and documents to be kept within the framework of the Turkish Commercial Code and Tax Procedure Law. In case any penalty is imposed against him by public institutions and organizations as a result of his violation of this article; The dealer is obliged to pay this penalty and accepts, declares and undertakes that he cannot recourse to Black Fashion under any name.
g) Unless an official power of attorney is issued directly to the dealer through a notary by persons authorized to represent and bind Black Fashion, the debts and liabilities arising from the legal transactions made between the dealer and third parties cannot be charged to Black Fashion, and in no way whatsoever due to the liability arising from these legal transactions. There is thus no recourse to Black Fashion.
h) The brand and/or trademarks that may be created by Black Fashion in the future in the independent business of the dealer and any rights of Black Fashion that are protected by intellectual property law cannot be included within the scope of this agreement without the approval of Black Fashion. It cannot use any brand within the scope of this agreement ex officio without the approval of Black Fashion.
I) The dealer shall not register the brands belonging to Black Fashion in Turkey or any other country, nor will he/she not launch this phrase in any country or community other than Turkey as if it were an element of his/her own company, will not use this phrase in any promotional documents, and will not use this phrase in any commercial manner. Irrevocably accepts, declares and undertakes that it will not register it in its registry and will not take any action that constitutes infringement of Black Fashion's intellectual property rights.
j) The Dealer accepts, declares and undertakes that this agreement does not in any way or form mean the transfer of Black Fashion's trademark, sign, industrial design and other rights to him, or an exclusive or non-exclusive license, and that no joint venture or similar relationship will be established between the parties. It does. In addition, the dealer cannot under any circumstances apply for the registration of Black Fashion's trademarks in his/her own name; It will not register or use any name, logo, title or any other phrase that is confusingly similar to this trademark. Also, business cards, CVs, in-book images, comment cards, etc. to be used in the dealer's business. It will be approved by Black Fashion.
k) The dealer is obliged to notify Black Fashion in writing of any changes regarding its commercial enterprise and concerning Black Fashion and to wait for Black Fashion's acceptance within a reasonable period of time.
l) The dealer cannot make changes to the address attached to the dealer unit without Black Fashion's written acceptance. If the dealer changes the address of the dealer unit without the written acceptance of Black Fashion; He/she accepts, declares and undertakes that Black Fashion has the authority to terminate this agreement unilaterally without notice. If Black Fashion is forced to exercise its right of termination based on this article, the Dealer will not be able to make any requests. Because the address is the essential constituent element of the dealership agreement.
m) The sales prices of the products have been determined by Black Fashion and the Dealer accepts and undertakes not to sell the products for less than the price determined by Black Fashion. The dealer is strictly bound to the prices determined by Black Fashion regarding the label price of the products it undertakes to sell. The dealer accepts, declares and undertakes that he has no right to make automatic discounts on the products subject to sale. He/she accepts, declares and undertakes that Black Fashion has the authority to terminate this agreement unilaterally without notice. If Black Fashion is forced to exercise its right of termination based on this article, the Dealer will not be able to make any requests. Because price stability is the essential constituent element of the dealership agreement.
n) The dealer accepts, declares and undertakes that he will not enter into any relationship or agency, partnership or passive company development that will affect the activities of Black Fashion, and that he will act in a way to protect the recognition and reputation of the Black Fashion brand. The parties accept, declare and undertake that Black Fashion has the authority to terminate the contract unilaterally without notice if it determines that the Dealer has acted contrary to this article. If Black Fashion is forced to exercise its right of termination based on this article, the Dealer will not be able to make any requests.
he) The dealer accepts, declares and undertakes that this dealer agreement covers an independent business to be established at a single address, and that the dealer is not authorized to open a business in another region, city or country. This dealership agreement will in no way be considered as a guarantor for any other dealership agreement to be concluded between the same parties. It is accepted, declared and undertaken by the parties that Black Fashion always has the right to consider different criteria when selecting its dealers.
p) The dealer accepts, declares and undertakes that he/she will share the progress of the business and concrete business data and account statements with Black Fashion via e-mail every month.
q) In accordance with this agreement, the dealer is responsible for obtaining all kinds of permissions requested by the municipality or other public institutions regarding the totems, signs and similar advertising tools to be installed in the store, and is solely responsible for the taxes, duties and fees requested within the framework of these permissions, and in no way can these payments be made to Black Fashion. He accepts, declares and undertakes that he will not have recourse to .
r) Except for extraordinary situations such as war, mobilization or natural disasters such as floods or earthquakes, Black Fashion will undertake to deliver the dealer's order within a reasonable time with the delivery method agreed upon by the parties, and Black Fashion will not be held responsible for any disruptions that may occur during transportation. Black Fashion assumes no responsibility for the transportation and transfer of the products delivered to the carrier. This matter is the dealer's acceptance, declaration and commitment.
s) Black Fashion always has the right to change the prices of the products it sells within the framework of the rules of honesty, based on legitimate reasons such as inflation, increases in raw materials, exchange rate differences, etc.
t) Considering that this dealership agreement is a type of contract that imposes mutual continuous performance on both parties, in the event that a violation of one of the direct or indirect acts of one of the parties based on this agreement is detected, the primary purpose will be to ensure the continuity and survival of the contract, so the parties can notify the other party of the possible violation. First of all, they accept, declare and undertake to choose the method of issuing a warning. Without prejudice to the unilateral termination cases expressly provided to Black Fashion.
5. Payment Terms and Guarantees
5.1 The price of the products subject to the contract will be paid in cash by the dealer in one lump sum. Black Fashion will produce and deliver the products subject to the contract within one month from the day after the price of all products ordered by the dealer is transferred to Black Fashion's account.
5.2 In order to constitute the guarantee of the debts that have arisen or will arise after this contract or the termination of the contract for any reason, and the risks that may arise from the contract, the Dealer shall pay monthly and/or annual payments as agreed in all proposals, preliminary agreements, orders, etc. correspondence between the parties before the conclusion of this contract. It accepts, declares and undertakes that it can obtain and deliver to Black Fashion the cash amount of at least %......... of the committed turnover as a bank performance guarantee during the execution of this contract. The dealer accepts, declares and undertakes that in the event that the dealer does not transmit the guarantee amount to Black Fashion in cash or as a letter of guarantee, Black Fashion will not be obliged to supply any product. If the security deposit is not provided at the time of concluding this contract, Black Fashion will wait only three business days, and after three business days, the contract may be terminated by Black Fashion unilaterally and without compensation for justified reasons, and the dealer will not have the right to claim any damages.
5.3 The dealer accepts, declares and undertakes that if the bank cannot provide a performance guarantee, he will deliver the amount corresponding to the same price in cash to Black Fashion. The dealer accepts, declares and undertakes that in case the dealer does not transmit the guarantee amount to Black Fashion in cash or as a letter of guarantee, Black Fashion will not be obliged to supply any product. If the security deposit is not provided at the time of concluding this contract, Black Fashion will wait only three business days, and after three business days, the contract may be terminated by Black Fashion unilaterally and without compensation for justified reasons, and the dealer will not have the right to claim any damages.
5.4 Black Fashion has the right to pledge the bank's performance guarantee letter and/or the cash security deposit, and the dealer accepts, declares and undertakes that it will not request any mortgage etc. in return for this amount. If the damage that Black Fashion may suffer at the end of the contract exceeds the guarantee amount, all rights of Black Fashion to claim the excess are reserved.
6. Transfer Prohibition
The Dealer cannot transfer its rights and obligations under this agreement and company shares to third parties and/or in a way that could establish a causal link between its own shareholders, without obtaining Black Fashion's written consent. Otherwise, this will result in unilateral and rightful termination of the contract by Black Fashion without compensation.
7. Contract Language
This agreement has been prepared by the parties in Turkish and all notifications and correspondence have been made in Turkish.
8. Dispute Resolution
In the settlement of all disputes arising from this contract, the mediation institution will be used optionally, using the TURKISH legal legislation, and in cases that cannot be resolved by mediation, the competent courts and enforcement offices are determined as Istanbul.
9. Evidence Agreement
The parties accept, declare and undertake that in case of disputes arising from this agreement, Black Fashion's commercial books, accounting, computer and other records will constitute valid, binding, definitive and exclusive evidence and that the records specified by the dealer are kept duly.
With this agreement, all other protocols, contracts and agreements made verbally or in writing between the parties before and/or after the signature date of this agreement and having the same purpose as this agreement are automatically terminated, only this agreement and its annexes, which are an integral part of it, are valid, all The documents listed can only be used as collateral evidence in the event of a legal dispute.
10. Change in Contract Terms
one. The provisions of the contract can only be changed in writing by the common will of the parties and by verbal agreement. The parties cannot claim that the contract provisions have been changed verbally and/or new provisions have been added to the contract.
2. Failure to implement one or more of the contract provisions will not render the contract provisions invalid, and if one or more of the contract provisions become unenforceable or are deemed invalid for any reason, this will not prevent the implementation of the other provisions of the contract.
3. If any of the terms of this contract is determined to be invalid by a judicial or administrative decision, the canceled clause may be amended in accordance with the terms and rules valid for the conclusion of this contract, in a way that does not disrupt the integrity of the contract and does not contradict the purpose of the contract.
11th. Security
Each party acknowledges that any information (including personal, commercial, legal and financial information) learned about the other party in written/electronic form, through other media or orally during the course of this agreement is "Confidential Information", and that such confidential information that the property rights (including intellectual property rights) on it belong to the party disclosing it, that it will not disclose confidential information to third parties without the prior written consent of the other party, that it is personally responsible for this situation if its employees and representatives disclose confidential information, that it is responsible for using confidential information for its own benefit. accepts, declares and undertakes that it will not use it. One of the parties accepts, declares and undertakes to compensate the other party for any damages incurred in case confidential information is disclosed by its employees/representatives in violation of this article.
12. Dissolution
I. Black Fashion will have the right to unilaterally terminate this agreement if it detects any words or actions that are detrimental or humiliating to Black Fashion's reputation in the market, by the Dealer and/or its registered or previously registered employee on the payroll but unregistered on the date of the incident. In case this condition exists, the Dealer accepts, declares and undertakes that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for any penalty in proportion to the guarantee amount, and in case of a pending product subject to the order that has not been delivered, all expenses will be borne by the Dealer.
II. If the dealer and/or the dealer responsible terminates the contract before its due date without a justifiable reason, it is accepted, declared and undertaken by the Dealer that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for any penalty in proportion to the guarantee amount, and in case of a pending product subject to the order that has not been delivered, all expenses will be borne by the Dealer.
III. This agreement may be terminated unilaterally by either party without the need for any notice, if one of the following situations occurs. Going into liquidation or ending business life of any of the parties, bankruptcy of any of the parties, declaring composition, or requesting bankruptcy postponement will also result in the termination of the contract.
IV. Black Fashion has the right to unilaterally terminate the contract if the dealer has difficulty in paying, its credits are expended or it is prosecuted, but this situation cannot be eliminated and if this situation is not notified to Black Fashion within 3 business days.
V. The dealer or any of its executive officers may, when it becomes known that he has been convicted of a crime or an act against public morality or other similar offenses that may adversely affect Black Fashion's name and registered trademarks, dealers or Black Fashion's customer circle, or while the contract is in progress. If a prosecution is brought against such a crime, Black Fashion will have the right to unilaterally terminate this agreement without compensation. In case this condition exists, the Dealer accepts, declares and undertakes that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for any penalty in proportion to the guarantee amount, and in case of a pending product subject to the order that has not been delivered, all expenses will be borne by the Dealer.
VI. If the dealer or any of its administrative managers discloses trade secrets or confidential information of Black Fashion to third parties and institutions; Black Fashion will have the right to unilaterally terminate this agreement without compensation. In case this condition exists, the Dealer accepts, declares and undertakes that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for any penalty in proportion to the guarantee amount, and in case of a pending product subject to the order that has not been delivered, all expenses will be borne by the Dealer.
VII. If the Reseller refuses, neglects or fails to make due payments to Black Fashion's subsidiaries or partnerships or suppliers, does not accurately provide the reports and financial information required under this agreement, or provides an incorrect content or form, or does not provide at all, Black Fashion may unilaterally act. shall have the right to terminate this agreement without compensation. In case this condition exists, the Dealer accepts, declares and undertakes that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for any penalty in proportion to the guarantee amount, and in case of a pending product subject to the order that has not been delivered, all expenses will be borne by the Dealer.
13. Disclaimer
Failure of a party to exercise the right granted to it by the provisions of this agreement will not mean that it has waived this right and will not prevent it from exercising its right later and demanding fulfillment of its requirements, exercising its right to sue and resorting to other legal proceedings.
No waiver by either party of any breach or default by the other party shall constitute a continuing waiver thereof or a waiver of any other breach or default under this agreement, and no waiver shall be effective unless made in writing by the parties.
14. Notification Addresses
The addresses specified by the parties in this agreement are the legal notification addresses, and changes in the notification address must be submitted to the other party in writing. Otherwise, notifications made to the existing addresses will be deemed to have been made to the parties themselves.
15. General provisions
In cases where there is no provision in the contract or in unclear cases, any correspondence made by authorized persons between the parties can be used as evidence, and comments will be made on the basis of the Turkish Commercial Code and the Turkish Code of Obligations, and the Incoterms 2010 Rules regarding the delivery.
16. Contract Annexes
All information and documents that constitute annexes of this contract will be considered an integral part of the contract, and new extension contracts to be formed at the end of the contract period may be renewed in this manner and scope. Black Fashion reserves the right to request an increase in the bank performance guarantee letter amount at any time.
17. Force
This dealership agreement, which consists of 17 articles and was prepared in three copies and signed jointly by the parties, was accepted with the free will of the parties after being read and negotiated together once more, and on the date of signature by the DEALER, Black Fashion will pay the dealership fee, guarantee fees, order costs, expenses and It was signed together and one copy was delivered to the dealer by hand, effective from the first business day after the taxes were paid and became the responsibility of Black Fashion.
| BLACK FASHION (credentials) | DEALER (identification information) |
| Stamp & signature | Stamp & Signature |
| History | History |
I accept, declare and undertake that I have received a copy of the employment contract and its annexes.
ATTACHMENTS - INTEGRAL PARTS
one- Dealership application form
2- Dealership preliminary protocols
3- For real persons (ID, first page of passport, tax certificate, notarized copies of activity certificate)
4- For legal entities (establishment agreement, tax certificate, signature circular, notarized copies of activity certificate)
5- Bank performance guarantee letter and/or cash guarantee amount receipt report
6- First order form
7- Visitor information text & express consent text
