PURCHASE AGREEMENT

PARTIES:

This Agreement has been prepared and signed between ANTEBİ DESIGN TEXTILE INDUSTRY AND TRADE INC., located at 10014 Street No:5 A.O.S.B. Çiğli İzmir, hereinafter referred to as the "SUPPLIER," on the one hand, and the BUYER on the other hand, under the following terms and conditions. In this Agreement, the terms "BUYER" and "SUPPLIER" together shall be referred to as the "Parties."

SUBJECT OF THE AGREEMENT:

The subject of this Agreement is to determine the terms and conditions of the sale and delivery of products owned by the SUPPLIER, who has manufacturing-sales-distribution or sales-distribution rights, to the BUYER within the framework of this Agreement, as well as to determine the mutual rights and obligations of the Parties regarding the ultimate sale of the products to consumers by the BUYER.

PROVISIONS OF THE AGREEMENT:

General provisions

The BUYER is authorized by this Agreement to sell the products of the SUPPLIER, who is the manufacturer, seller, and distributor or otherwise the seller and distributor of the products (which applies to all products invoiced by the SUPPLIER on behalf of the BUYER), only through its own stores and sales locations, as well as its registered website, excluding any discount or any internet website/online platform that sells products electronically. The BUYER acknowledges, declares, and undertakes that it is solely responsible for all consequences of sales authorization violations and agrees to pay any damages, compensations, and penalties without any right of recourse. This Agreement does not grant exclusive buyer rights to the BUYER. The SUPPLIER is authorized to sell the products subject to this Agreement to its other customers, whether similar or equivalent.

Orders for products shall be communicated electronically or in writing. No order shall be deemed confirmed unless the SUPPLIER sends a confirmation letter. The BUYER shall immediately notify the SUPPLIER in writing of any changes in "BUYER information (trade name, change of title, address change, contact information of the person authorized to accept orders, etc.)" at the SUPPLIER. The BUYER acknowledges, accepts, and undertakes that it shall be liable for any damages arising from the failure to make this notification. The BUYER may determine prices and label the products within 10% below or above the retail prices determined by the SUPPLIER for the products it is the manufacturer, seller, and distributor or otherwise the seller and distributor of. If the sales price determined by the SUPPLIER is to be changed, the old price should be crossed out with a single line in a way that is readable, and the new price should be written below. The BUYER declares, accepts, and undertakes that it is solely responsible for all consequences of price violations and agrees to pay any damages, compensations, and penalties without any right of recourse. Even in the event that the SUPPLIER is held liable by any person for any reason regarding the determination of the price, the BUYER agrees, declares, and undertakes to immediately pay to the SUPPLIER, upon the first request and without the need for any court decision, all amounts that the SUPPLIER is obliged to pay as a result of this. This Agreement is of a framework nature, and the signing of the Agreement shall not be understood as an undertaking by the BUYER to purchase products regularly and in specific quantities. The provisions of this Agreement shall apply to the orders to be placed by the BUYER during the term of this Agreement, as necessary and appropriate. Shipment provisions

The SUPPLIER shall inform the BUYER in writing, by keeping the goods available and obtaining acceptance and dispatch approval for the goods specified in the BUYER's order form, within the specified period after the order is placed. Upon the request of the SUPPLIER, the BUYER determines the delivery process of the goods. The goods delivered to the BUYER shall be inspected by the BUYER's quality control inspector within two days at the latest. Only defects arising from production are the responsibility of the SUPPLIER, and the BUYER is responsible for all other defects. Financial provisions

All invoices shall state the BUYER's full title, information regarding the product, place of delivery, order and delivery note numbers. The invoice amounts shall be paid in advance, at the latest on the delivery date. The SUPPLIER has the right not to deliver the goods to the BUYER if the payment is not received. Return provisions

The SUPPLIER provides a free remedy guarantee for any kind of defect, fault, error, or similar issue determined by the quality control inspector appointed by the BUYER (as specified in Article 7) and arising from production. In the event that a defect, fault, error, or similar issue that the quality control inspector could not identify during the process of receiving the goods is later reported by the BUYER, the SUPPLIER will conduct the necessary investigations and, if it is determined to be faulty, provide free remedies. Final provisions

This Agreement is valid from the date of signature until XXXXX. The SUPPLIER has the unilateral and immediate right to terminate this Agreement during the term of the Agreement. During the relationship, and even after its termination for any reason whatsoever, the Parties are obliged not to disclose to third parties any kind of commercial, technical, information, secrets, or similar information, generally know-how, that they have learned about each other. All obligations and responsibilities arising from this paragraph shall continue indefinitely during the term of this Agreement and after the termination of the contractual relationship for any reason. Any disclosure made without the knowledge and consent of the other party shall be considered a violation of this obligation. In the event of a breach of the obligations imposed by this clause by either party, the other party reserves the right to claim all material and moral damages. In case of any dispute arising from this Agreement, in addition to the legal evidence that can be submitted by the Parties, such as explicitly regulated in the Law on Civil Procedure, the Parties agree that the email correspondences between them and the security cameras used for business activities shall be considered as evidence in accordance with Article 193 of the Law on Civil Procedure. The validity, implementation, interpretation, and consequences of this Agreement shall be governed by Turkish Law. In the resolution of any disputes arising from the implementation of this Agreement and its annexes, the Izmir Courts and Enforcement Offices shall have jurisdiction. The invalidity of any provision of this Agreement shall not affect the validity of the other provisions of the Agreement. The Parties shall agree on the validity of another provision that is not contrary to the meaning and economic scope of the invalid provision, serves a similar purpose, and is not contrary to legal regulations. This Agreement consists of 20 articles and 5 pages. The Parties acknowledge, accept, and undertake that they have read and understood the provisions of the Agreement as a prudent merchant in accordance with the Turkish Commercial Code, without being under any pressure or coercion. In the event of any discrepancy between the signed Agreement and the version published on the website, the provisions of the signed Agreement shall prevail. The Parties acknowledge and declare that they understand the obligations imposed on them and that they will not raise any objections to the validity and provisions of the Agreement.

This Agreement and its annexes have been prepared and signed as an original copy by the authorized signatories of the Parties in accordance with the procedures; one original copy has been delivered to the SUPPLIER, and a stamped and signed photocopy of the original copy has been delivered to the BUYER.
__________ ANTEBİ DESIGN TEXTILE INDUSTRY AND TRADE INC.,