DEALERSHIP AGREEMENT

 

1. PARTIES:

 

Legal Residence Yenice Mah. Cemal GÜRSEL Bulvarı No:121/A Tarsus/Mersin TANLA GIDA SAN. TIC.LTD, STI.

(referred to as TANLA GIDA in the contract) and on the other hand, its legal residence …………………………………………………………………………………………...( This contract has been concluded between the following terms and conditions.

 

2. SUBJECT OF THE AGREEMENT:

 

This contract is branded TANLABABA cube tea. It is the sales and distribution of the products produced in the province and districts of ………………………. by the DEALER.

 

3. OBLIGATIONS OF THE DEALER:

 

3.1- The DEALER cannot produce, buy or sell competing products with the products it undertakes to sell and distribute under this contract. Organization, Investment, Warehouse Capacities, allocation of vehicles and all other opportunities within the scope of the products subject to the agreement, to make an effort to increase sales, to avoid any behavior that will reduce sales and to cause loss of reputation, to keep stocks of itself and all sales points in its region. agrees and undertakes to report statistics and sales data to TANLA GIDA and to reconcile at the end of the month. Even if it is learned later that the DEALER is selling the equivalent of the products sold by TANLA GIDA, TANLA GIDA will terminate the contract unilaterally without any notice. In this case, the DEALER accepts and undertakes that it will not claim any damages from TANLA GIDA.

 

3.2- The DEALER accepts and undertakes not to sell the expired products. Any damages that may arise from the sale of these products to the market shall be borne by the DEALER. The products sent to the DEALER will be checked within one week from the time of delivery and if there are any defects in the products, TANLA GIDA will be notified within this period. Otherwise, TANLA GIDA will not be responsible for the defect in the goods sent.

 

3.3- Quality complaints due to a deficiency arising from the DEALER's warehouse storage conditions, unhealthy service network and sales point will be evaluated in line with the decisions taken as a result of the necessary examinations and inspections of the Quality Assurance Directorate (if appropriate, the Regional Sales Representative).

 

 

 

3.4- TANLA GIDA is not responsible for the commercial transactions of the DEALER with the customer. However, it is important to show care, cleanliness and meticulousness in the sale, storage and distribution of TANLA GIDA products to customers and consumers. It accepts and undertakes to comply with the rules, regulations regarding the protection of the consumer, the rules stipulated in the general hygiene law and the food regulations, as well as the commercial customs and practices.

 

3.5- In the distribution area of the DEALER, TANLA GIDA has the right and authority to conduct market studies and conduct inspections and inspections. DEALER will not only facilitate these works, but will also comply with the decisions and recommendations of TANLA GIDA in this regard. Promotion and penetration studies are jointly undertaken by the parties. determines.

 

3.6- The DEALER agrees to keep the list of customers to which it sells goods (or rut sales cards) on a customer basis in order to ensure that the service to be provided to the sales points is carried out regularly and at the desired quality and to follow up. The DEALER shall keep all sales transactions and records of TANLA GIDA open to the inspection of personnel authorized by TANLA GIDA.

 

3.7- DEALER is obliged to provide regular service to all points of the market (hyper-super and normal markets, wholesalers, grocery stores, etc.).

 

3.8- DEALER is responsible for all kinds of legal and sanitary performance of its own workplace. The DEALER is obliged to ensure the occupational safety of its employees, to pay the SSK premiums of the personnel and to give all kinds of rights ordered by the labor law. TANLA GIDA has no responsibility in this regard. In addition, all expenses related to the office, store, warehouse, workplaces to be established by the DEALER in order to carry out sales activities, and briefly all expenses related to the execution of the business, shall be his/her own and TANLA GIDA shall not have any responsibility towards third parties, institutions and organizations in this regard. the parties agree and undertake.

 

3.9- The DEALER agrees and undertakes to comply with the discount rates determined by TANLA GIDA and not to object to the new price determinations to be made by TANLA GIDA according to the changing conditions. The situation is notified to the DEALER 7 (seven) days before the price hike period for the product. During this period, the products requested by the DEALER are given at the old price.

 

3.10- DEALER agrees to realize the sales quota determined by TANLA GIDA at the beginning of each calendar year. If it does not fulfill its quota, TANLA GIDA may terminate the contract or a second DEALER may be appointed in the same region if there is no justifiable reason for not selling the product, following the inspection of the region by TANLA GIDA responsibles. In this case, the DEALER undertakes not to demand any damages and compensation from TANLA GIDA.

 

 

4. OBLIGATIONS OF TANLA GIDA:

 

4.1- TANLA GIDA delivers the orders it receives to the DEALER's warehouse within a reasonable time. TANLA GIDA will not charge shipping fees for shipments to DEALER's warehouse.

 

4.2- TANLA GIDA informs the DEALER about the sales targets it will set at the beginning of each calendar year and makes the necessary product reinforcements for the DEALER to reach these targets.

 

4.3- In case TANLA GIDA does not act in violation of the DEALER's obligations set forth in article 3.10 of the contract, It agrees to recognize the region where the DEALER will sell as a distribution region and not to supply products to another distributor in the said region. Written consent of TANLA GIDA is required for secondary distribution.

 

4.4- In addition to other acceptable force majeure, production disruptions that may arise due to difficulties in supplying raw materials, technical malfunctions in the factory and workshop or worker movements will also be force majeure for TANLA GIDA.

 

4.5- TANLA FOOD VENDORS 's intervention will not be shared with the others. However, in case the existing partnership is dissolved (or the controlling shareholder changes), it will be free to continue the business with the remaining partner.

 

5. PRODUCT PURCHASE CONDITIONS:

 

5.1- In the sales of the contracted products to the DEALER, 20% + 5% over the list price of the products. makes.

 

5.2- MATURITY 30 (Sixty) daily check or …30./60./90. can be made with daily equally weighted postdated checks. If the product price is not paid in due time, it is invoiced by TANLA GIDA by accruing the interest rate determined for that month, taking into account the current loan interests, without giving a default notice to the DEALER, and the invoice amount is paid by the DEALER within 7 (seven) days at the latest.

 

5.3- retailer's return defective items received from the market, there is a condition resulting from manufacturing errors turnover of 0.50% (fifty thousand) can not exceed.

 

5.4- DEALER may purchase the products he/she has purchased in advance, if he/she wishes. In this case, a down payment discount to be determined by TANLA GIDA according to the conditions of the day is applied upon the DEALER's request.

 

6. FORCE MAJEURE:

 

War, internal turmoil, road closures, traffic interruptions or disruptions, lockouts, strikes and the possibility of strikes, government orders and limitations, inability to supply raw materials and all kinds of commodities, lack of product stocks, disruptions in production due to technical reasons at TANLA GIDA facilities, etc. If TANLA GIDA fails to fulfill its obligations due to ordinary and/or extraordinary reasons and all kinds of economic reasons, it accepts and undertakes not to claim any damage and compensation against TANLA Gıda, and not to take any responsibility for them. In such cases, the DEALER shall not be liable for incomplete or no sales.

 

7. GUARANTEE:

 

DEALERS 7.1-T supplier to provide the guarantees demanded by the food, give it to provide additional collateral if the collateral is inadequate during the contract period and extend the duration of the guarantees has been accepted and committed to end.

 

 

 

 

7.2- The DEALER agrees and undertakes to comply with the Direct Collection System applied by the selected bank and to provide all kinds of documents and guarantees requested by the bank, in case TANLA Gıda chooses any of the models called Direct Collection System implemented by the banks. In case the Dealer accepts the Direct Collection System, TANLA Food will not provide a separate guarantee.

 

8. TERMINATION OF THE AGREEMENT:

 

8.1 - This contract is valid for 1 (one) year from the date of signing, and if the parties do not give a written notice of termination 1 (one) month before the end of the term, the Contract is deemed to be extended for another 1 (one) year under the same conditions.

 

8.2 - In the event that the aforementioned payment is not made within the specified due date or the check deposited at the place of payment fails, TANLA GIDA may unilaterally terminate this agreement without giving any compensation without the need for a notice of default, without prejudice to its rights to claim all damages and losses.

 

8.3- TANLA GIDA may request an increase in the amount of collateral from the DEALER, taking into account the changing and increasing commercial risk conditions. If the DEALER fails to comply with this request, TANLA GIDA may terminate the contract unilaterally. The Letter of Guarantee will be returned if the DEALER's debtlessness is evident at the end of the contract.

 

8.4- Death, confiscation, bankruptcy and declaration of concordat of the DEALER are grounds for termination of the Agreement.

 

9. DISCLAIMER:

 

Failure of TANLA Gıda to use or delay in using any of its rights or powers arising from this contract does not constitute a waiver of them and their single or partial use does not prevent other and subsequent uses. A waiver of any provision, clause or condition of the Agreement shall not constitute a further or permanent waiver of such clause or condition.

 

10. PRIVACY:

 

The parties agree to keep confidential the information and trade secret they have obtained regarding the other party due to this Agreement.

 

11. TERMS OF NOTIFICATION:

 

The addresses of the parties in this contract are the notification addresses. All notices and notifications to be made by the parties to these addresses are deemed to be valid. If one of the parties changes its address, it must immediately notify the other party in writing within 3 (days) of its new address. If this notification is not made, the notification sent to the address written in the contract shall be deemed to have been served legally.

 

12. ADDITIONS:

 

The parties have accepted in advance that the contract annexes are an integral part of the contract.

 

 

 

 

 

 

 

 

 

 

 

 

13. AUTHORIZED COURT AND EVIDENCE CONDITION:

 

In cases of disagreement between the parties, TANLA GIDA's book and registration documents will constitute the only evidence in accordance with Article 287 of HUMK.

 

Adana Courts and Enforcement Offices are the resolution authority for disputes arising from these Agreements.

 

14. This Agreement, which is supplemented with 14 articles (fourteen) and 4 (four), is signed between the Parties. /…../…. It was drawn up and signed in two copies.

 

 

 

DEALER

TANLA GIDA SAN.TİC.LTD.ŞTİ

 

 

 

 

 

ATTACHMENTS:

1. Trade Registry Gazette

2. Circular of Signature / Declaration of Signature

3. Tax Board

4. Identity photocopies of company officials

5. Letter of Guarantee