PURCHASE AGREEMENT

PARTIES:

This Agreement has been drawn up and signed between ANTEBİ DESIGN TEKSTİL SANAYİ VE TİCARET A.Ş., with its registered office at 10014 Sokak No:5 A.O.S.B. Çiğli İzmir on the one  hand, (hereinafter referred to as "SUPPLIER") and the BUYER on the other hand under  the following conditions. In the text of this Agreement, "BUYER" and "SUPPLIER" shall be referred to together as "Parties".

SUBJECT OF THE AGREEMENT:

The subject of this Agreement is to determine the conditions of sale and delivery of the products to which the SUPPLIER has the manufacturing-sales-distribution or sales-distribution  rights to the BUYER within the framework of the provisions of this Agreement , as well as the mutual rights and obligations of the parties regarding the final sale of the products to the consumer by the BUYER. 

PROVISIONS OF THE AGREEMENT:

General provisions

1. BUYER, SUPPLIER' is the manufacturer, seller and distributor or otherwise seller and distributor of the products (which are the products of the SUPPLIER' applies to all products invoiced by the BUYER on behalf of the BUYER) is authorized by this Agreement to sell only on its own stores and sales places and on the website registered in its own name, except for the discount and/or any website/online platform that sells in electronic form. The BUYER declares, accepts and undertakes that he is solely responsible for the violations of the sales authority with all the consequences of himself, and to irrevocably pay all kinds of damages, damages and penalties that may arise.

This Agreement  does not give the BUYER the right to be the exclusive BUYER. The SUPPLIER is authorized to sell the products subject to this Agreement to other customers, such as themselves, their counterparts or equivalents.

2. The order of the products is transmitted electronically or in writing. SUPPLIER' Any order to which the S has not sent a confirmation letter shall not be deemed to have been approved.
3. THE BUYER SHALL PROVIDE ALL "BUYER INFORMATION (TRADE INFORMATION) BEFORE THE SUPPLIER utitle, change of title, change of address, contact information of the person authorized to accept the order and the like)" immediately to the SUPPLIER' in writing. The SUPPLIER accepts, declares and undertakes that it will be responsible for any damages that may arise due to the failure to make this notification.
4. BUYER, SUPPLIER' to products of which it is a manufacturer, seller and distributor or otherwise seller and distributor, can set prices up to 10% less or more than the retail prices determined by and put labels. SUPPLIER' If the sales price determined by is to be changed, it should be crossed out with a single line to be read and the new price should be written underneath. The BUYER declares, accepts and undertakes that he is exclusively responsible for price violations with all consequences of himself and to irrevocably pay all kinds of damages, damages and penalties that may arise. Due to the determination of the price, the SUPPLIER' nin even if it is held liable by any person for any reason, the BUYER, SUPPLIER' without the need for any court order, at the first request and immediately the SUPPLIER shall pay all the costs that the SUPPLIER has to pay for this reason. accepts, declares and undertakes that it will pay to .
5. This contract is in the nature of a framework and the signing of the contract will not be understood as the BUYER undertakes to purchase products regularly and in a certain amount. The provisions of this Agreement shall be applied by the BUYER during this contract and in terms of the orders to be given in accordance with it.

Shipping provisions

6. The SUPPLIER accepts the goods specified by the BUYER in the order form and in its own area to obtain confirmation of shipment and after the order is placed. by making it available within the notified period of time BUYER' or in writing.
7. SUPPLIER' Upon this request, the BUYER determines the delivery process of the goods. RECIPIENT' or the goods delivered to the BUYER' s quality control officer shall be checked within two days at the latest. Only defects arising from production are SUPPLIER' is the responsibility of the buyer and is responsible for all other defects.

Financial Provisions

8. On all invoices, the full title of the BUYER, information about the product, delivery place, order and waybill numbers will be specified and will also be included in the invoice. Invoice costs will be paid in advance at the latest on the date of delivery. THE SUPPLIER SHALL NOT RECEIVE THE PAYMENT OF THE PRODUCTS FOR WHICH THE BUYER HAS NOT RECEIVED THE PAYMENT. or has the right not to deliver.

Return provisions

9. SUPPLIER, as determined by the quality control officer of the BUYER (7. Within the scope of the article) and provides a free remedy guarantee for all kinds of defects, defects, errors and the like arising from production. A defect, defect that the quality control officer could not identify during the procurement process, In the event that the error and the like are later reported by the BUYER, if the SUPPLIER decides that it is faulty as a result of the necessary examinations, free remedy is applied.

Provisions Regarding Personal Data

10. 10. The PARTIES accept and undertake the "LAW ON THE PROTECTION OF PERSONAL DATA" numbered 6698 published in the Official Gazette dated 07.04.2016 and numbered 29677. In this context, the Parties have the title of 'Data Controller' for each other. The parties, in the capacity of 'Data Controller', accept, declare and undertake that they have fulfilled all the measures required to be taken within the scope of the "LAW ON THE PROTECTION OF PERSONAL DATA" No. 6698 and the relevant notifications and obligations related to this law to their employees during the term of the Agreement. The SUPPLIER also accepts the following provisions regarding the Personal Data to be shared with the SUPPLIER within the scope of the Law on the Protection of Personal Data No. 6698 ("KVKK") and other relevant laws.
11. 11. Within the scope of the provisions of this contract issued regarding personal data, "Personal data" means any information related to an identified or identifiable natural person; "Processing of personal data" means any operation performed on personal data such as obtaining, recording, storing, preserving, changing, rearranging, disclosure, transferring, taking over, making available, classifying or preventing the use of personal data by fully or partially automatic means or by non-automatic means provided that it is part of any data recording system; "Confidential Information" is; All written or oral commercial, financial and technical information to be learned in the process of the commercial relationship established between the parties and all written or oral information transferred between the parties within the scope of this Agreement shall be considered as confidential.
12. 12. PARTIES, in relation to the personal data they transfer to each other due to this contract; They are obliged to obtain the explicit consent of their employees when necessary in accordance with Article 5 of the KVKK, to inform their employees in accordance with Article 10 of the KVKK and to ensure that they exercise their rights over their personal data in accordance with Article 11 of the KVKK.
13. 13. The PARTIES shall keep the personal data transferred between each other for the periods legally stipulated in accordance with Article 7 of the KVKK and for the periods required by the purpose of processing. Unless otherwise consent/consent is obtained from the relevant data owners, the termination of the purpose of processing personal data and the records of personal data before the SUPPLIER (except for those that are required to be kept within the scope of legal obligations) will be immediately deleted and destroyed by the SUPPLIER. As a result of this activity, the SUPPLIER shall submit a report to the BUYER showing that it has destroyed the original and backups of the personal data on the system.
14. 14. The PARTIES are obliged to use the personal data they transfer to each other only for the purpose of processing and accept, declare and undertake that they will not use them for any purpose other than the purposes for the provision of the services subject to this contract and will not share these data with third parties and / or persons in this respect. The exception is the sharing of such personal data with public institutions and organizations authorized to request such data.
15. 15. The PARTIES shall take all necessary technical and administrative measures to ensure an appropriate level of security in order to prevent unlawful processing of personal data transferred to each other, to prevent unlawful access to personal data and to ensure the protection of personal data. The SUPPLIER undertakes to take all kinds of technical and administrative measures stipulated in the legislation in order to prevent unauthorized access to personal data and use of personal data other than for the purpose of transfer to it, to prevent unlawful processing of personal data, to prevent unlawful access to personal data, to ensure the protection of personal data. In cases where the transfer of personal data to a third party is carried out as permitted under this agreement, it will be the responsibility of the SUPPLIER to ensure the data transfer securely.
16. 16. The PARTIES shall be liable to each other for the damages that may arise in cases where they cannot ensure the security of the personal data they transfer to each other within the meaning of Article 12 of the KVKK. In the event that the personal data they transfer to each other is obtained by others through illegal means, the PARTIES shall notify each other, their relevant employees and the Personal Data Protection Board as soon as possible.
17. 17. Regarding the personal data they process, the PARTIES shall ensure that they carry out or have (internal or external) audits carried out or have them carry out processes in accordance with the provisions of the KVKK and share the audit reports with each other upon request.
18. 18. The PARTIES shall be obliged not to disclose the personal data they transfer to each other in accordance with this agreement as confidential information and indefinitely. PARTIES undertake not to disclose to third parties any confidential information they will learn about each other within the scope of the performance of this contract unless there is a legal obligation and not to disclose to third parties the help they employ. and to take all the utmost measures to ensure that their persons also comply with this matter and that they will not make any declarations against each other and each other's responsible persons even after the expiry of the contract period. The same applies to the provisions of this contract. Each party shall retain the Confidential Information in respect of them. After the termination of this Agreement for any reason, the PARTIES agree and undertake to return to each other any Confidential Information provided to it by the other Party or to destroy it without any copies.

 

Final provisions

19. 19. From the date of signature of this contract Valid until XXXXX date. The SUPPLIER has the right to terminate this Agreement unilaterally and immediately at any time during the term of the contract.
20. 20. The parties shall not be entitled to any commercial, technical, information and secret-like information that they have learned about each other, during the relationship or on any other occasion, in general terms, know-how. ı, is obliged not to disclose to third real and legal persons. All obligations and responsibilities in relation to this paragraph shall continue indefinitely during the term of this contract and in the event of termination of the contractual relationship for any reason. Statements without the knowledge and consent of the other party constitute a violation of this obligation. In case of violation of the obligations of the parties imposed by this article, the other party reserves the right to claim all material and non-pecuniary damages.
21. 21. The parties declare that as long as the Agreement remains in force, the addresses included in the Agreement are the legal notification addresses, that these addresses shall be taken as the basis for all kinds of notices and notifications to be made, that in case of a change of notification addresses for any reason, they will notify the change of address in writing until the day of the change at the latest, and that the addresses specified herein and the notifications to be made to these addresses shall be valid unless they notify the other party in writing, they accept and undertake. All kinds of notices, warnings, demands and other notices to be made between the parties within the scope of this Agreement shall be made by hand delivery or notary public in writing to the above-mentioned addresses of the parties. The parties also accept and declare that they have determined that all kinds of notices, notifications and correspondences can be made to the KEP (Registered Electronic Mail) addresses that they will notify each other if they receive them from the relevant institutions. Legal notification addresses of the KEP addresses notified by the parties to each other at the same time and that unless the change of address is notified to the other party through a notary, the notifications to be made to these addresses will give rise to all the legal consequences of the legally valid notification.
22. 22. In the case of force majeure events (fire, flood, earthquake, landslide, epidemic disease, war, widespread violent movements, laws, regulations, directives, decisions adopted by public authorities, sabotage, strike, lockout and unexpected similar events outside the control of the Parties) that prevent the Parties from fulfilling their obligations under this contract, the obligations specified in the contract for the restoration of the commercial activity shall be resolved for a period of time until the force majeure events are eliminated. is suspended. However, the party exposed to the force majeure situation is obliged to notify the other party immediately without delay. The force majeure event occurring before one of the parties is expected to occur under 15 (fifteen) days to wait for the elimination of the conditions constituting force majeure or to make a decision on how to apply. If an agreement cannot be reached within 5 (five) days, the Parties shall terminate the relationship by liquidating the relationship on the terms of this Agreement.
23. 23. If the BUYER does not fulfill any of its obligations in this contract fully and properly, the SUPPLIER' accepts, declares and undertakes to cover all damages suffered by the company for this reason and also to pay a penalty for each violation.
24. 24. In disputes arising from this contract, in addition to the legal evidence expressly regulated in the Code of Civil Procedure and which can be submitted by the parties, the e-mail correspondence between the parties is evidentiary in accordance with Article 193 of the Code of Civil Procedure, which is made by the security cameras used for business activities.
25. 25. Turkish Law shall apply to the validity, implementation, interpretation and consequences of this Agreement. Izmir Courts and Enforcement Offices are authorized to resolve any disputes that may arise from the implementation of this Agreement and its annexes.
26. 26. The invalidity of any provision of this agreement shall be without prejudice to the validity of the other provisions of this agreement. The parties agree that the contract provision which is invalid does not contradict the meaning and economic scope of the said article, serves an approximate purpose and is legally they will agree on the validity of another provision that is not contrary to the regulations.
27. 27. This contract contains 20 articles, 5 page, the Parties read and understand the provisions of the contract like a prudent merchant in accordance with the Turkish Commercial Code and without any pressure and coercion,

Agreeing that  the provisions of the signed Agreement shall prevail in the event of any difference between the  Agreement signed on _______they declare and undertake that they understand the obligations imposed on them and that they will not raise any objections to the validity of the contract and the articles of the contract.

 

28. 28. This agreement and its annexes shall be submitted as an original copy by the Parties. has been issued and signed by duly authorized signatories; one original copy SUPPLIER' and a photocopy of the original copy stamped and signed by the SUPPLIER official to the BUYER' has been delivered to either.

 

                           ______ ANTEBİ DESIGN TEKSTİL SANAYİ VE TİCARET A.Ş.,