OR MULTI-COSMETIC MEDICAL PRODUCTS INC. - DEALERSHIP AGREEMENT
1. PARTIES
This agreement, on the one hand ;
OR MULTICOSMETIC MEDICAL PRODUCTS INC.
( Hereinafter referred to as OR MULTİKOSMETİK in this contract )
Address : Söğütözü Neighborhood, Söğütözü Street, No: 2 – a/13 Çankaya/ANKARA
Tax Office : Maltepe Tax Office
Tax Number : 4630999610
Trade Register No. : 429717
with on the other side ; …………………………. ................................................................
( In this contract DEALER )
Address :
Tax Office :
Tax Number :
has been drawn up and contracted between .
2. SUBJECT
This Agreement ; OR MULTICOSMETIC AND ITS AFFILIATED COMPANY GROUPS This is a Dealership Agreement that includes the sales and marketing of all products produced , imported or traded and offered for sale by the company in any way , as an authorized DEALER , in accordance with the provisions of this Agreement , and the mutual rights and obligations of the parties. OR MULTICOSMETIC All products manufactured, imported or traded or offered for sale in any way whatsoever by us will be referred to as PRODUCT or PRODUCTS in this Agreement.
3. AREA
According to this Agreement, the REGION in which the DEALER is authorized is limited to the city/cities of .......................................
DEALER ; OR any area including the designated area for MULTICOSMETIC itself declares, accepts and undertakes that MULTİKOSMETİK has the authority to make direct sales in the place and to change or re-determine the REGION borders at any time.
DEALER 'S OR MULTICOSMETIC It is prohibited for the company to make active sales to an exclusive region or exclusive customer group allocated to itself or another DEALER .
4. DURATION
This Agreement shall enter into force on the date of signature and shall be valid for 1 (one) year from the date of signature .
If neither party sends a written notice of termination to the other party at least 1 (one) month before the validity date (in case of extension, the end of the extended period) , this Agreement shall be deemed to be renewed for a period of one year each time . However, this Agreement, including the extension provisions, will automatically terminate at the end of the 5th (fifth) year without any notice or warning.
5. RIGHTS AND LIABILITIES
5.1 RIGHTS AND LIABILITIES OF THE DEALER
5.1.1 OR MULTİKOSMETİK by DEALER ' A non-exclusive sales right has been granted to sell the PRODUCTS subject to the Agreement .
5.1.2 OR Sub-dealerships cannot be granted by the DEALER without the express and written permission of MULTİKOZMETİK.
In case sub-dealers are granted with the written acceptance of OR MULTİKOZMETİK, the DEALER declares, accepts and undertakes that it is jointly and severally liable with the sub-dealer for all kinds of actions and transactions of its sub-dealers against OR MULTİKOZMETİK and related persons and institutions in relation to all matters including legal, financial, commercial and criminal matters, that it has no right to grant sub-dealership outside the region specified in Article 3 in any form and manner, that it will immediately share with OR MULTİKOZMETİK the agreements it will conclude with its sub-dealers, that it will ensure that its sub-dealers fully comply with the obligations and commitments set forth in this agreement and that it will fully notify OR MULTİKOZMETİK of the sub-dealers.
5.1.3 DEALER accepts and undertakes to show all efforts and good faith for the sales and marketing of the PRODUCTS subject to this Agreement, to ensure the fulfillment of all obligations and commitments set forth in this Agreement and to provide all kinds of adequate organization such as personnel, location, sales, after-sales support, etc. in order to increase the effective sales and recognition of the PRODUCTS .
5.1.4 DEALER , to order, ship, store, market and sell PRODUCTS effectively OR MULTICOZMETIC undertook to take its recommendations into consideration.
5.1.5 DEALER and/or Personnel determined by the DEALER are obliged to attend the training, seminars and meetings determined by OR MULTİKOSMETİK , provided that they notify the place and date information at least 15 ( fifteen ) calendar days in advance.
5.1.6 DEALER shall store , display and transport the PRODUCTS it will offer for sale in accordance with the packaging and packing specifications determined by MULTİKOZMETİK OR MULTİKOZMETİK . has accepted and undertaken to act in accordance with the principles it will recommend .
5.1.7 Dealership conditions, financial operating system, and bonus system are determined, announced, and updated by YADA MULTİKOZMETİK . The dealer is obligated to comply with these conditions.
In cases where the DEALER cancels, even partially, its purchase commitments, orders or connections for whatever reason , requests their revision, does not pay the fees related to them in accordance with the terms of this Agreement and similar cases, OR MULTİKOZMETİK 's other and surplus rights, demands and receivables are reserved, the DEALER shall immediately pay the discounts and/or premiums that may be applied to it in cash and at once without the need for any further notification OR MULTİKOZMETİK 's to has accepted and undertaken to make the refund.
5.1.8 DEALER, OR MULTICOSMETIC ' He / she has accepted and undertaken to participate in sales development activities, campaign period activities and promotional campaigns that may be organized from time to time and to make the necessary contributions and work.
5.1.9 DEALER may participate in Training Programs organized by MULTİKOSMETİK for the purpose of introducing its PRODUCTS and providing applied technical training, in addition to the trainings it is obliged to attend pursuant to this Agreement, by applying in advance and subject to availability of quotas.
5.1.10 DEALER may make a purchase commitment (connection) for a specific period and price(s) upon acceptance by OR MULTİKOZMETİK . DEALER accepts and undertakes that it is obligated to exercise this right in accordance with the rules of honesty and good faith, and OR MULTİKOZMETİK has the right to unilaterally cancel the connections at its sole discretion and without the need for further notice when deemed necessary .
5.1.11 It is prohibited for B AYİ to sell the PRODUCTS abroad.
5.1.12 DEALER , At every point where it sells/applies/stores , OR MULTİKOZMETİK has accepted and undertaken to provide the necessary facilities for its authorized personnel to perform the necessary checks at any time .
5.1.13 DEALER cannot use, or allow to be used , the trade name, brand, logo and emblem-like promotional signs representing the corporate identity of OR MULTİKOZMETİK in printed or digital media without the written permission of OR MULTİKOZMETİK , and cannot violate the intellectual and industrial property rights . cannot infringe , cannot engage in unfair competition with respect to trademarks, trade names, symbols , etc. , and cannot register them as second-degree generic phrases as internet domain names.
In this context , DEALER shall exclusively protect all intellectual and industrial property rights related to PRODUCTS , all kinds of labels, advertisements, signs, hand samples , promotions and all other products, Trademarks, Patents and all related rights and all other writings used , and these rights related to ownership, through administrative and legal means . declares , accepts and undertakes not to sell any trade names and brands that may be confused with the trade names, trademarks and symbols of MULTİKOZMETİK .
5.1.14 The DEALER is obliged to immediately notify OR MULTİKOZMETİK in writing as soon as he/she becomes aware that OR MULTİKOZMETİK 's rights, including intellectual and industrial property rights, are being violated by third parties or that OR MULTİKOZMETİK 's products are being subject to unfair competition (trademarks, trade names, symbols) .
5.1.15 The discount and/or rebate rates that can be made to the DEALER are determined again by MULTİKOZMETİK (-,+) in each contract year, including the extension periods, in case the contract is extended.
5.1.16 DEALER agrees not to make any changes to the labeling and packaging of the PRODUCTS it sells and markets, not to remove the brand, barcode or numbers on the PRODUCTS , not to paste, add or remove any other logo or other sign on the labels on any PRODUCT or its box. has accepted and undertaken.
5.1.17 DEALER , before the sale of PRODUCTS and The DEALER is obliged to obtain all legally required permissions such as explicit consent, approval, etc. from the relevant parties in accordance with the format in the annex of this Agreement, for the post-production photographs or films to be taken and for these images to be used in all kinds of printed and/or digital advertising and promotional activities OR by MULTİKOZMETİK , and all legal and criminal liability related to this belongs to the DEALER.
5.2 OR MULTIKOZMETIC'S RIGHTS AND LIABILITIES
5.2.1 OR MULTİKOZMETİK may establish new dealerships and/or distributorships in the REGION if it deems necessary.
5.2.2 OR MULTİKOZMETİK may notify the DEALER in writing of its recommended sales prices, which are not binding in any way.
5.2.3 Without implying any commitment in any way, shape or form , OR MULTİKOZMETİK may support the DEALER's marketing and promotion expenses and the expenses of the fairs and advertisements it will attend, if deemed necessary and under the conditions it wishes.
6. ORDER AND DELIVERY
6.1 Orders are placed by the DEALER either directly by visiting www.yadacosmetics.com , the official website of OR MULTİKOZMETİK , and following the Pharmacy membership and ordering procedures specified there, or if there is a Customer Representative assigned to the DEALER by OR MULTİKOZMETİK, with the product type and quantity information sent to the Customer Representative's e -mail address or company phone number. The order will be completed by the Customer Representative or ORDA MULTİKOZMETİK by confirming the order via e-mail or company phone.
6.2 Following the DEALER 's payment of the PRODUCTS ordered (in cash, via exchange documents, money order, EFT, DBS, Virtual POS, etc.), OR MULTICOSMETIC , the delivery date of the PRODUCTS will be notified to the DEALER according to the stock status.
6.3 If the DEALER is not present at the address or workplace address specified as the delivery address to sign the delivery document and/or the relevant delivery note, for whatever reason, it accepts and undertakes that it cannot claim, under any circumstances, that the PRODUCTS were not received, that the person to whom the delivery was made was not authorized to deliver, that the shipment is incomplete, damaged and/or defective, or that it cannot request an exchange, return, or completion in the event of a defect. The PRODUCTS must be counted and checked for damage and/or defects at the latest upon delivery. In the event of a missing product , ORDA MULTİKOZMETİK is responsible for investigating and correcting the defect/deficiency arising from its own fault.
7. PRODUCT RETURN
7.1 DEALER accepts and undertakes that no returns will be accepted by OR MULTİKOZMETİK except for returns due to manufacturing defects, that it is solely responsible for any damage, defects and losses that may occur on the PRODUCTS due to non-compliance with its own storage and preservation conditions, and that the return of these PRODUCTS will not be accepted by OR MULTİKOZMETİK .
7.2 PRODUCTS delivered to the DEALER with manufacturing defects can only be returned after the manufacturing defect is determined and approved by the authorities of YDA MULTİKOZMETİK and the DEALER issues a delivery note and a return invoice .
In this case, the transportation of the PRODUCTS to be returned will be provided by YADA MULTİKOZMETİK and the transportation costs belong to YADA MULTİKOZMETİK .
Without prejudice to the contrary provisions of this Agreement, in case of return of orders for which payment has been received in advance from the DEALER in accordance with this article, the order prices will be refunded on the condition that there is no other debt to the DEALER OR MULTİKOZMETİK .
DEALER accepts and undertakes that it will not claim any other damages, rights or receivables under any name, shape or form, including interest on the relevant price or the period it remains in the hands of MULTİKOSMETİK .
8. PRICE AND PAYMENT TERMS
8.1 The sales prices of the PRODUCTS to the DEALER , payment terms and discount rates, if any, are determined by OR MULTİKOZMETİK .
8.2 It is essential that the PRODUCT prices be paid in advance or, provided that they are accepted by OR MULTİKOZMETİK , before delivery, using the terms and payment methods to be determined. OR MULTİKOZMETİK 's receipt/acceptance of the payment made and/or provided payment methods cannot be interpreted as OR MULTİKOZMETİK waiving its rights in this regard.
8.3 DEALER OR MULTİKOZMETİK is obliged to fully comply with the demands, agreements and applications of the existing or later implemented payment systems such as virtual POS, order module, etc.
In this context, the DEALER accepts and undertakes to preserve with full care the necessary technical hardware and infrastructure, user code, password and all other information entrusted to it in order to use the agreements and applications such as YADA MULTİKOZMETİK virtual POS, order module, etc., not to use all of these for any illegal purpose, to fully comply with the requests and recommendations of YADA MULTİKOZMETİK regarding their use, and that all legal and criminal responsibilities related to these and their use belong to the DEALER personally and solely.
DEALER accepts and undertakes to immediately cease using the relevant contracts and applications such as virtual POS, order module, etc., to immediately and completely fulfill its obligations and commitments arising from the contracts and applications, and to immediately return and deliver any system or parts that need to be returned, in case of termination or expiration of this Agreement in any way.
8.4 If OR MULTİKOZMETİK deems it appropriate, payment of PRODUCT prices in installments is also possible and this practice is at the discretion of OR MULTİKOZMETİK .
In this case, the DEALER accepts and undertakes to deliver the negotiable instrument accepted by OR MULTİKOZMETİK in accordance with the agreed term, within 10 (ten) calendar days following the order or offer or connection or invoice date at the latest.
8.5 In the event of non-compliance with its payment commitments, the DEALER agrees to pay a monthly interest rate of 3% (three percent) net in Turkish Lira for Turkish Lira debts and 1% (one percent) net in the relevant Foreign Currency for Foreign Currency debts, starting from the due date, without prejudice to OR MULTİKOZMETİK's other rights, demands and receivables and without the need to make any reservations, give notice or warning or initiate legal proceedings. OR MULTİKOZMETİK reserves the right to increase or decrease these rates according to market conditions.
8.6 DEALER accepts and undertakes that in the event of any partial default regarding any of its payments, debts, commitments and responsibilities arising from this Agreement and the law, all of its outstanding and due debts (including debts tied to negotiable instruments) within the scope of the Agreement will become due and payable without the need for further notification.
8.7 DEALER declares, accepts and undertakes that any receivables that may arise in connection with this Agreement may be exchanged/offset with OR MULTİKOZMETİK's debts to DEALER without the need for a separate notification by OR MULTİKOZMETİK .
However, against the receivables claims of YADA MULTİKOZMETİK , the DEALER's exchange request will only be taken into account if it is based on a document and/or a final decision containing the written confirmation of YADA MULTİKOZMETİK .
8.8 Account reconciliation will be made between the DEALER and OR MULTİKOZMETİK twice a year, every six months, and the resulting account reconciliation will be mutually confirmed. If the DEALER refuses to make an account reconciliation or fails to do so for any reason, the DEALER declares, accepts, and undertakes that it has no right to object to OR MULTİKOZMETİK's records and that it will be deemed to have acknowledged the debts owed to OR MULTİKOZMETİK .
9. CUSTOMER COMPLAINTS
9.1 DEALER accepts and undertakes not to mislead third parties (its own customers) in writing or verbally regarding the application of the PRODUCTS it sells and markets, that any guidance it provides will not be inconsistent with the matters written in the product catalogue or on the product label, that all legal and criminal liabilities related to all kinds of rights, demands and receivables that may be claimed by third parties, including incorrect definition or guidance, belong exclusively to DEALER, and that it will pay immediately, in cash and in one lump sum, any existing or potential damages, rights, demands and receivables that MULTİKOZMETİK may have to pay to third parties due to incorrect guidance and/or notification, upon the first written notification to DEALER.
9.2 DEALER is obligated to carry out the transportation, stocking, handling, and sales of the PRODUCTS as specified by OR MULTİKOZMETİK and as required by a PHARMACY/COSMETICS STORE. DEALER agrees and undertakes to compensate and compensate for any losses that customers and/or third parties may incur as a result of possible errors, damages, and defects that may arise from DEALER, to ensure absolute customer satisfaction, and to pay immediately, in cash, and in one lump sum, any existing or potential losses that OR MULTİKOZMETİK may be required to pay to third parties due to these reasons, upon the first written notification to DEALER.
9.3 In case of a problem/complaint arising from manufacturing in the PRODUCTS sold and/or implemented by the DEALER , OR MULTİKOZMETİK will examine the source of the complaint and whether there is a manufacturing defect with its own technical team, and the determination and evaluations of the technical team will be binding for the parties.
10. TERMINATION OF THE CONTRACT
10.1 DEALER , in case of failure to perform any of its obligations and commitments in this Agreement , even partially, properly and/or on time, death, loss of the capacity to exercise civil rights, abandonment of trade, bankruptcy, initiation of bankruptcy proceedings and/or lawsuits against it, request for postponement of bankruptcy, restructuring by compromise, composition or dissolution by itself or by third parties, dissolution, liquidation, insolvency, being exposed to restrictive transactions, demands, seizures, judgments (decisions/judgments) and sanctions, or requesting them directly or indirectly , for a period of 6 ( six) months from the last purchase date OR MULTİKOSMETİK ' Not purchasing goods from MULTİKOZMETİK , OR MULTİKOZMETİK 's merger with another legal entity , division , change of type or change of the person or persons who control the legal entity, authorized to represent and bind it or the partnership structure , OR MULTİKOZMETİK 's Without prejudice to its other rights, demands and receivables, it has irrevocably declared, accepted and undertaken that it grants to YDA MULTİKOSMETİK the right to terminate the Agreement without compensation and with just cause, excluding the other termination conditions stated in the Agreement .
10.2 DEALER irrevocably declares , accepts and undertakes that OR MULTİKOZMETİK may terminate this Agreement unilaterally and without compensation at any time, even within an extended period, without waiting for the end of the period, by giving 1 (one) month's prior written notice, in addition to the termination rights specified in this Agreement, and that in such a case, it will not demand any compensation, right, demand, damage or receivable from OR MULTİKOZMETİK under any name, including compensation and/or customer compensation, and will not demand the return of the products and stocks in its possession.
10.3 DEALER ' In case OR MULTİKOZMETİK terminates this Agreement unfairly or causes a justified termination or fails to fulfill its obligations and commitments in this Agreement, even partially, duly and on time, all expenses and fees such as advertising expenses, all discounts, trainings, guarantee supports, DBS commission supports, etc. that may have been provided exceptionally by OR MULTİKOZMETİK (if any), shall be paid to OR MULTİKOZMETİK immediately , in cash and at once by the DEALER .
10.4 In case of termination or expiration of this Agreement for whatever reason , DEALER All outstanding debts of the DEALER (including debts tied to negotiable instruments) within the scope of the Agreement shall become due and payable, and the DEALER shall not be liable for any termination or expiration of the Agreement for any reason whatsoever. has accepted and undertaken to pay all its debts within 10 (ten) calendar days at the latest from the date of payment .
10.5 DEALER accepts and undertakes that, regardless of how this Agreement is terminated, it cannot claim any compensation, rights or receivables from OR MULTİKOZMETİK under any name, including compensation and/or customer compensation, and that it is not possible to return the products and stocks in its possession.
11. RESERVATION AND RESERVED RIGHTS
DEALER agrees that all provisions and amounts of this Agreement are commercial in nature, that it will not request any change and/or discount regarding the provisions and amounts for any reason, form or manner, OR that any right, demand, damage and receivable of MULTİKOZMETİK will not be offset against any other right, demand , damage and receivable, and that in case of failure to perform any of its obligations, even partially, or performing them with delay, OR MULTİKOZMETİK's It declares, accepts and undertakes that OR MULTİKOSMETİK reserves the right to make any reservations at any stage, including the moment of delivery or transaction, regarding termination, withdrawal, refusal of performance, acceptance of delayed performance, penalty clause and all other rights, receivables and demands .
12. TRANSFER AND ASSIGNMENT
DEALER cannot transfer, assign or endorse, even partially, its debts and obligations and rights, demands and receivables arising from this Agreement to third parties without the express written consent of MULTİKOSMETİK through a notary public.
13. SECURITY
The parties declare, accept and undertake that any information and documents they have obtained regarding the other party during the execution of this Agreement and the work subject to the Agreement are trade secrets and confidential for a period of 20 (twenty) years, without being limited to the contract period, and that they will not provide information and documents to third parties in any form and by any means, except for legal obligations, without the written consent of the other party.
14. OTHER PROVISIONS:
14.1 DEALER declares , accepts and undertakes that all OR MULTICOSMETIC products subject to this agreement are prohibited from being brought into direct and/or indirect contact with food products, their use in a way that would cause such contact and their resale for use contrary to the relevant legislation , in accordance with the legislation of the Medical Drugs and Devices Agency under the control of the Ministry of Health of the Republic of Turkey, and that all consequences and responsibilities arising from contrary actions and practices belong to the DEALER.
14.2 Any possible changes to this Agreement must be made in writing.
14.3 OR MULTİKOSMETİK ’s failure to exercise, late use, incomplete use of any right/authority arising from this Agreement, whether explicitly or implicitly, temporarily or permanently, does not mean that it has waived its rights/authorities, even partially, and the sole or partial use of rights/authorities does not prevent its full use later and/or the use of other rights/authorities.
14.4 The parties have determined the addresses written in this Agreement as their legal residence and notification addresses, and they have declared and accepted that unless subsequent address changes are notified to the other party through a notary, any notifications (notifications) made (sent) to these addresses will be deemed valid and in this case, the notifications (notifications) will be served on the date they reach the address.
14.5 The parties irrevocably declare, accept and undertake that in the event of any dispute that may arise between them , ORDA MULTİKOSMETİK 's commercial books and records, computer records and e-mail correspondence will constitute valid, binding, definitive and exclusive evidence within the meaning of the Civil Procedure Code and that this article has the nature of a written evidence agreement.
14.6 Any taxes related to this Agreement and fees and stamp duty belong to the DEALER .
14.7 The annexes shown below are an annex and an integral part of this Agreement.
ANNEX-1: DEALER Signature Circular
14.8 The parties agree that the ANKARA (Central) Courts and Enforcement Offices have jurisdiction over any disputes related to this Agreement.
14.9 This Agreement and its annexes have been read, reviewed, mutually negotiated and agreed upon by the authorized representatives of the Parties . It was drawn up and concluded on …………….
OR MULTICOSMETIC DEALER