MALL OF TURKEY, A LOCAL BRANCH A LOCAL STORE SPECIALIZED IN SELLING TURKISH PRODUCTS TO THE MARKETS AT THE SAME OR SIMILAR PRICES TO THEIR TURKISH MARKETS ADDING SHIPPING AND CUSTOMS FEE.

Mall of Turkey Elektronik Hizmetler Anonim Şirketi is located in Teşvikiye Mahalllesi Vali Konağı Caddesi: , Actress, Actress, Shishli.

A company registered in the Chamber of Commerce (*) under No. (**) Whereas MALL OF TURKEY is willing to buy, sell and promote products manufactured or marketed prior to sale on its platform (**) (or seller/seller wishes to display their products on MALL OF TURKEY website and market them in countries/regions).

He expresses his desire to contact the call center in Turkey.

1. SUBJECT MATTER OF THE AGREEMENT

The subject matter of this Agreement is the marketing of products belonging to the Vendor over the marketplace named "Mall of Turkey" ("Platform") operated by the Mall of Turkey.

Within the scope of this Agreement, customers of MALL OF TURKEY shall place orders for products marketed by the Vendor on the Platform and Vendor shall deliver these products to the Mall of Turkey by selling customers on invoice.

Commercial matters related to the contractual relationship between the customer and the Mall of Turkey are outside the scope of this Agreement, and this Agreement has been made in order to determine the commercial provisions regarding the products that Vendor shall sell and deliver to the Mall of Turkey within the scope of the order records sent to via the Platform. In any case, the Vendor is responsible to the customer for the products it supplies, within the scope and limits specified below.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The quality and quantity of the materials shall be as per specification given by MALL OF TURKEY as well as samples submitted by the Vendor and approved by MALL OF TURKEY.

2.2. The Vendor gives the right to MALL OF TURKEY to display products in all electronic platforms owned by using the trademark of the Vendor

2.3. The Vendor gives all necessary data about the products selected for display and fill the table in Annex 1 within a maximum of one week from the signing of the contract with photographs suitable for the display of products accurately 200 DPI and in JPG or PNG format.

2.4. Mall of Turkey has the right to display the products as it deems appropriate based on the analysis of the data received for the site.

2.5. MALL OF TURKEY shall have a right to determine quantities of inventory for the products in all its details and for all colors and sizes and this data occurs on a daily basis by updating the data through the site or automatic link to its own inventory system.

2.6. The Vendor shall be responsible for any damage caused by the customer's purchase of a product displayed on the site but cannot be provided by the Vendor.

2.7. In the case of The Vendor suspends a certain product for industrial defects, the Vendor shall compensate customers who wish to exchange the goods or recover the amounts they paid for the purchase.

2.8. The Vendor shall act fairly and honestly with MALL OF TURKEY to ensure a safe buying and selling experience. 

2.9. MALL OF TURKEY shall verify the customer’s order and it shall send the order directly to MALL OF TURKEY when a customer buys a product through the site.

2.10. The Vendor shall send the order with all required paperwork and invoices and delivers to management at MALL OF TURKEY Company with receipt of delivery notice.

2.11. That any product with any unacceptable categorical condition such as being damaged or passing expiration date (includes "best by" and "sell by" dates) will not be accepted. MALL OF TURKEY’s representative shall inspect the goods at delivery address and reserves the right to reject any goods if the representative considers those to be inferior quality to the approved samples.

2.12. The goods rejected by the representative of MALL OF TURKEY shall be replaced by the Vendor and the Vendor shall bear all risks/costs of the materials rejected by MALL OF TURKEY.

2.13. Products should be brand-new items with original manufacturer's warranty and original packaging. All kinds of responsibility regarding the consumer legislation are on the Vendor.

In this respect MALL OF TURKEY will be able to recourse to MALL OF TURKEY about any compensation etc. from the customer.

2.14. The Vendor shall indemnify MALL OF TURKEY in respect of all claims, damages, compensation, or expenses payable in consequence of any problem caused by them.

2.15. In any case of price inflation, the Vendor should inform MALL OF TURKEY in a one week written notice to responsible department.  The related price increase shall have an effect one week after the written notification is made to Mall of Turkey and in any case, on the date the prices are updated on the screen presented to the customers, and orders before this period shall not be subject to inflation.

2.16. MALL OF TURKEY reserves the right to change the quantity of any order if they feel necessary before due date.

2.17. The Vendor should provide accurate information to MALL OF TURKEY in order to use same information while listening and promoting products on “Mall of Turkey”.

2.18. The Vendor should provide Mall of Turkey with all data and promotional material of their products in order to use same data online on “Mall of Turkey”.

2.19. The Vendor shall be responsible for any investigation/tour regarding visits to one of its stores for marketing activities.

3. SHIPMENT AND DELIVERY

3.1. The Vendor shall be responsible of delivering the products to delivery address of MALL OF TURKEY. The transportation and shipping cost from the Vendor should be included in price list given by the Vendor (See Appendix – 1) and the both transportation and shipping cost shall be paid by the Vendor. MALL OF TURKEY reserves the right to change their specified delivery site after informing the Vendor.

3.2. Product’s damages while delivering to delivery address shall be at the Vendor’s own cost, management and responsibility.

3.3. The Vendor shall be fully responsible for delivery of the materials in good condition at the specified site of MALL OF TURKEY.

3.4. Prior to signing this contract, the Vendor shall inform MALL OF TURKEY in writing, the weight and volume information in decimal, cubic meter and kilograms of the products supplied to MALL OF TURKEY along with the product list. In the process of shipping products to abroad since the weight and volume of the Vendor is more than stated the MALL OF TURKEY reserves the right to demand the relevant amount from the Vendor.

3.5. The Vendor shall collect orders and deliver them to MALL OF TURKEY on same day when orders are received. Only orders received after 5.00 pm will be executed the next day.

3.6. In case the Vendor delays the execution of the order as mentioned in previous articles, a fine of 10% and negative score (-1) shall be applied. If the negative scores reach 30 points, within three months MALL OF TURKEY has the right to choose an internal delivery company and charge the cost of delivery to the Vendor. This article shall also apply in case of delays in delivery due to the Vendor’s defect. 

3.7. If The Vendor fails to deliver the products as per agreed schedule, penalty will be imposed by MALL OF TURKEY at the rate of (1%) of total orders value for each day of delay.

3.8. The Vendor delivers products in perfect condition, free from damage and wrapped in a way that protects them from damage. Once MALL OF TURKEY receives the order, it is responsible for the condition of the product and is not entitled to claim any compensation from the Vendor. If the product arrives in bad condition, the Vendor shall send a product for the same sample free of defects on the same day.

3.9. In the case of a third party responsible for delivery, the party that appointed the third party is responsible for it and responsible for its processes of delivery and receipt.

3.10. The shipment of the goods shall be made by the Vendor on mentioned dates by procurement department. MALL OF TURKEY reserves the right to stop buying from the Vendor in case of repeated late deliveries.

4. PAYMENTS AND DISCOUNTS

4.1. After MALL OF TURKEY has sold a product belonging to Vendor via Platform, after the relevant order record is entered on the panel of the Vendor, the Vendor shall issue the invoice of the relevant amount to customer and send the invoice to MALL OF TURKEY via e-mail. The Vendor shall exclusively be responsible for the payment procedure to be held between with customers. All expenses, costs and any kind of fee arising from the payment procedure shall be paid by the Vendor. The Vendor shall pay the commission rate In any case, the Vendor shall pay MALL OF TURKEY the commission fee calculated over the net price sold to the customers. After receiving the product price from customer, the Vendor shall pay the relevant commission rate mentioned below to MALL OF TURKEY within __ business days from the date the invoice is issued by the Vendor to customers.

4.2     The Vendor shall pay invoices to the bank details of MALL OF TURKEY specified below.

·         BANK / BRANCH

·         BRANCH CODE

·         ACCOUNT TITLE

·         IBAN NO

·         ACCOUNT NUMBER

4.3. MALL OF TURKEY has the right to terminate the agreement in the case of the Vendor’s late payment on the specified date.

4.4. The payment shall be made by the Vendor within a deadline of ____ following delivery date of each order in currency (TL) through bank transfer. The Vendor should keep delivery slips confirming receipt of goods by the MALL OF TURKEY's Representative(s) at site of any disagreement.

4.5. MALL OF TURKEY shall get at __% commission from the price of the product sold at the Vendor's official stores.

4.6. If the Vendor wishes to make discounts for products in its stores, a formal notification must be sent one week in advance of all new prices and the discount period or type of offers and adjust the purchase price of the site with the discount rate and the Vendor shall notify MALL OF TURKEY immediately.

4.7. MALL OF TURKEY has the right to amend the price displayed on the website, either over or under the condition that the MALL OF TURKEY bears all the financial implications of this decision.

4.8. All prices are in Turkish lira unless otherwise stated in this Agreement.

5. TERM AND TERMINATION OF THE AGREEMENT

5.1. The Agreement shall come into force immediately and shall remain valid until the final completion of the purpose or terminated written by MALL OF TURKEY.

5.2. The Vendor is able to terminate this agreement through informing MALL OF TURKEY 60 days before via a written letter sent to MALL OF TURKEY department’s representatives.

5.3. If the Vendor shall in any manner neglect or fail to carry on the work or performance of the terms of the Agreement with due diligence or violates any of the terms of this Agreement, Mall of Turkey shall be entitled to terminate this Agreement immediately by requesting it’s damages thereof.

6. CONFIDENTIALITY AND PERSONAL DATA PROTECTION

6.1. Parties, agrees and undertakes that Confidential Information is any information or documentation obtained or become aware of through any means directly or indirectly by the other Party or its employees, consultants or assistants during the performance of the acts envisaged in the Agreement  herein or during the Agreement  negotiations conducted; which carries an economic value or contributes to such economic value indirectly, even though it does not carry such economic value directly, including Parties customers, customer portfolio, staff, business, associates, internal operation, formulas, compilations, software, programmers, hardware/tools, methods, techniques and processes, financial information and data, business plans, business strategies, marketing plans, price lists, cost information, any information regarding employees, definition of inventions, definition of processes, source codes, technical know-how definitions, information and definitions regarding new products and new product developments, scientific and technical specifications, designs; any Confidential Information shall not be disclosed directly or indirectly by itself or its employees even after the termination of the Agreement ; such information shall be deemed  trade secret and it shall keep strictly confidential all conditions  of the Agreement  herein and the trade secrets within the scope of the Agreement ; it shall not  share with any third parties and not  disclose by any means. In case the Party considers that Confidential Information is obtained/known by any third party in any way for any reason, it is obliged to promptly inform the other Party with regards to such situation.

6.2. Any information or material disclosed by the Party to other Party shall be deemed as confidential information and shall be kept confidential by the receiving Party.

6.3. The provision herein with respect to confidentiality is independent from the term of Agreement or termination thereof. For this reason, notwithstanding the termination clause of this Agreement, Parties agrees, declares and undertakes to hold the Confidential Information in strict confidence permanently, to use it in accordance with the terms and conditions stated in the provision herein; not to disclose and not to use for any purpose except from the ones stated in this Agreement.

6.4. Parties undertake to use the personal data to which the processing relates only for the purpose of this assignment and the Parties shall comply with any other obligations that may be applicable to it under the Personal Data Protection Law no 6698.

7. FORCE MAJEURE

A Force Major event means any event or circumstance that does not exist and is impossible to be foreseen at the execution of Agreement and which is beyond the control of Parties and which, upon occurrence, renders the performance by either or both Parties of its/ their obligations and liabilities hereunder impossible in part or in full or on a timely basis. In case a Force Major Event occurs and is notified to the other Party, Agreement shall remain in force and the obligations of the Parties shall be suspended. If the delay caused by the Force Major event is likely to destroy the purpose of Agreement, Parties shall meet to agree on the future validity of Agreement for future. Unless an Agreement is reached, either Party shall have the right to terminate this Agreement.

8. MISCELLANEOUS

8.1. This Agreement shall be binding upon Parties, their legal representatives, successors, guardians, managers, and assignees mentioned herein.

8.2. The Vendor shall remain an independent contractor and this Agreement shall not be construed to create an association, distributor or joint venture, relation of principal and agent or of employer and employee between the Vendor and the MALL OF TURKEY. Neither the Vendor nor their personnel shall be considered nor hold itself out to be an agent, employee, or Distributor of any member of the Mall of Turkey.

8.3. Any amendments and/or additions to the rights and obligations defined in this Agreement shall be valid only if made in written or upon signed and written consent of both of the parties.

8.4. MALL OF TURKEY’s books, recordings, computer recordings and all documents to be prepared, written proceedings, reports, voucher, faxes and fax records, e-mails, and documents suchlike shall be accepted as sole valid conclusive evidence within the scope of this Agreement and its attachments. This article of Agreement is deemed to be an evidential contract regarding the 193rd article of Code of Civil Procedure.

8.5. Provided that Article 18(3) of Turkish Code of Commerce remains reserved, Parties may send all notices hereunder via e-mail or mail in addition to the methods set out in Article 18(3) of Turkish Code of Commerce. However, notices concerning defaults, termination of Agreement, and renegade from Agreement shall be sent via Notary, registered letter, or telegraph. In this respect following communication details shall be used.

For such correspondence, the Parties agree that their respective addresses set out in Agreement are their notification addresses. In case any change to the said address is not notified to the Party in writing within seven (7) days, notices sent to the addresses set out herein shall be deemed to have been duly served on the recipient Party and shall yield all consequences of a valid notice. Any notice, approval, permission, and other message shall be effective as of its date of notification, unless another date is construed as per its content.

8.6. Parties shall not transfer its rights and liabilities under this Agreement fully or partially to any third party, without prior written consent of the other Party.

8.7. If there is any conflict between the terms of this agreement, Turkish clauses shall be valid.

8.8. The terms of this Agreement shall be governed by the Laws of the Turkish Republic.