Dealership Agreement

Black Group Tekstil Ticaret Limited Şirketi
Dealership Agreement

1. Parties 
 
This agreement regulates the rights and obligations of the franchisor and the franchisee towards each other after the conclusion of the agreement. The parties to the agreement are …………………………………………………. (hereinafter referred to as Dealer) and Black Group Tekstil Ticaret Limited Şirketi (hereinafter referred to as Black Fashion). In the following articles, the franchisor will be referred to as Black Fashion, and the franchisee as the Dealer.
FRANCHISOR ID INFORMATION  BLACK GROUP TEKSTİL TİCARET LİMİTED ŞİRKETİ
TAX OFFICE & NUMBER  BEŞİKTAŞ 0010977045
ADDRESS  SİNANPAŞA MAH. SÜLEYMAN SEBA CAD. NO:14 İÇ KAPI NO:5 BEŞİKTAŞ/İSTANBUL
PHONE  0850 888 88 23
MERSIS NO 0001 0977 0450 0014

DEALER ID INFORMATION 
TAX OFFICE & NUMBER 
ADDRESS 
PHONE
MERSIS NO

 
2. Subject and Duration of the Agreement
 
1. The subject of this agreement is to regulate the rights and obligations of the dealer and Black Fashion, within the framework of the conditions specified in the agreement, for the dealership of textile products produced under the "Black Fashion" brand belonging to Black Fashion, in European size standards, and to arrange this legal relationship in a manner that protects the interests of both parties. 
2. This dealership agreement is valid for 1 YEAR from the date it is concluded and can be extended for another 1 YEAR each time with the written revision of the parties at the end of the agreement, subject to Black Fashion's acceptance at the end of the first year. If the parties do not give notice of termination at the end of each 1-year contract period, the contract shall automatically be extended under the same terms but with written updated conditions. 
3. The agreement shall automatically cease to be valid with all its terms and consequences if it is not renewed at the latest 10 YEARS after it is signed. 
 
 
 
3. General Provisions
 
3.1 The Dealer accepts, declares and undertakes that it will represent and sell Black Fashion's products in the sales region, that it will not be directly or indirectly in relation with a company or product that is in competition with Black Fashion within or outside the Sales Region, that it will not sell any other product of the same quality and description belonging to another brand or person, that it knows and accepts that the intellectual and property rights of the product it receives from Black Fashion belong to Black Fashion, that it will only acquire the product subject to the agreement from Black Fashion, that it will not attempt to manufacture the said products in any way, that the design and project of the product belong to Black Fashion and that it will not disclose this information regarding the product to any person, and that it accepts this within the scope of its obligation to comply with the provisions of the Turkish Code of Obligations and the Turkish Commercial Code regarding competition and its obligation to keep secrets. 
 
3.2 Black Fashion and the dealer are independent entities. This agreement does not grant the dealer any right or authority to operate on behalf of Black Fashion as a partner, agent, representative, proxy or under any other name, in any form or manner.
Since the Dealer is not an authorized partner, agent, representative, or proxy of Black Fashion, in the event that the Dealer's actions, contrary to the essence of the commercial relationship between the parties, cause any damage to the parties or third parties, the Dealer shall be directly responsible for such damages.
 
3.3 No rights whatsoever belonging to Black Fashion, under the protection of the Turkish Commercial Code and Decree-Law No. 556 on the Protection of Trademarks, including its trade name and brand, shall under any circumstances belong to the dealer. In this context, the dealer irrevocably accepts, declares and undertakes that it will not apply for or register the phrase "Black Fashion" or similar phrases that may cause confusion with this phrase, in its own name, in any medium. 
Furthermore, the dealer irrevocably accepts, declares, and undertakes that it will not apply for a trademark under the "Black Fashion" phrase, either on its own behalf, or on behalf of its blood relatives, relatives by affinity, company, or persons directly or indirectly connected to it. The dealer specifically accepts, declares, and undertakes irrevocably that it will not share the "Black Fashion" phrase, its associated symbols, logos, advertising slogans, and any element within its know-how that can be considered a trade secret of the enterprise with third parties under any circumstances. The concept of "third party" in this article includes all real persons or commercial enterprises with legal personality other than Black Fashion, as well as persons affiliated with the dealer. In this regard, the dealer accepts, declares, and undertakes that it will not share information within Black Fashion's know-how with any personnel who do not need to know it for their work.
 
3.4 The dealer is obliged to carry out regional advertising/public relations work after the opening of the business, as Black Fashion has maintained in each of its businesses to date. In order to ensure that the dealer system also appears in regional advertisements in the same style, the content of all advertisements must be submitted to Black Fashion for written approval before publication. No advertisement, promotional material or brochure not approved by Black Fashion can be presented to customers. The dealer accepts, declares and undertakes that it can use all press releases, interviews and promotions it publishes in all written, printed, visual and audio media, as well as all social media shares, only after submitting them to Black Fashion for written approval and receiving Black Fashion's written acceptance. 
 
3.5 This agreement establishes only and exclusively a dealership relationship between the parties. In this statement, there is no direct or indirect power of attorney, representation, sole seller, agent, or other representative, service, or employment relationship between the parties.
 
 
 
 
4. Rights and Obligations of the Parties
 
a) Within 1 (one) month from the effective date of this agreement, …………………………….. will be registered as Black Fashion ………………………... with the mutual agreement of the parties. 
b) The Dealer shall purchase an average of ……………. TL worth of women's clothing products produced by Black Fashion on a monthly and/or annual basis. The Dealer has the right to freely determine the types of products to be purchased. The parties accept, declare, and undertake that they will make joint decisions regarding quantities based on Black Fashion's production, procurement, supply, and delivery conditions.
c) A discount of …….. on Black Fashion’s list price will be applied to the products sold by Black Fashion to the Dealer. Discount rates can be determined unilaterally by Black Fashion each time, depending on the product category and quantity purchased. The Dealer accepts, declares and undertakes to complete its order without objection to the discount rate which Black Fashion may unilaterally revise for each purchase. 
d) The Dealer accepts, declares and undertakes to obtain written approval from Black Fashion for decor, design, outdoor music, and interior architect for the store it has opened and/or will open. Black Fashion reserves the right to reject the interior design of the Dealer's store, and consequently, the right to deliver and terminate the agreement without compensation. Since the content of the dealership agreement is a long-term contract that gives rise to mutual obligations, the provisions of this agreement will be renewed annually with the written consent of both parties, and the provisions of the agreement will continue during these periods. 
e) If the products belonging to Black Fashion have not been sold by the Dealer, the Dealer accepts, declares and undertakes that Black Fashion has the right to take back these products at a discount, collect them, exchange them for new products at a discount, and claim compensation for any damages incurred, including incidental damages, if any. 
f) The Dealer is personally responsible for all expense items within its own business, and all taxes that may arise due to this dealership agreement are the responsibility of the Dealer. It accepts, declares, and undertakes that it is responsible for all books and documents to be kept within the framework of the Turkish Commercial Code and the Tax Procedure Law. In the event that any penalty is assessed against it by public institutions and organizations as a result of acting contrary to this article, the Dealer is obliged to pay this penalty and accepts, declares, and undertakes that it cannot seek recourse from Black Fashion under any name whatsoever.
g) Unless an official power of attorney is directly issued to the Dealer by Black Fashion through a Notary Public by authorized persons representing and binding Black Fashion, the debts and obligations arising from legal transactions made between the Dealer and third parties cannot be imposed on Black Fashion, and Black Fashion cannot be recourse in any way or manner due to the responsibility arising from these legal transactions.
h) In the Dealer's independent business, no rights protected under Black Fashion's intellectual property law, including any future brands and/or trademarks that may be created by Black Fashion, can be included in this agreement without Black Fashion's approval. Without Black Fashion's approval, no brand covered by this agreement can be used unilaterally.
i) The Dealer irrevocably accepts, declares, and undertakes that it cannot register Black Fashion's trademarks in Turkey or any other country, nor will it present this phrase as an element of its own company in any country outside Turkey or within any community, nor will it use it in any promotional document, nor will it register this phrase in the trade registry in any way, and that it will not engage in any action that constitutes an infringement of Black Fashion's intellectual property rights.
 
 
 
j) The Dealer accepts, declares and undertakes that this agreement in no way or form implies the transfer or exclusive or non-exclusive license of Black Fashion's brand, marks, industrial designs and other rights to it, and that no joint venture or similar relationship will be established between the parties. Furthermore, the Dealer cannot apply for the registration of Black Fashion's trademarks in its own name; it will also not register or use any name, logo, title or phrase that is similar enough to this trademark to cause confusion or association. Furthermore, business cards, CVs, desktop visuals, comment cards, etc. to be used in the Dealer's business will be subject to Black Fashion's approval.
k) The Dealer is obliged to notify Black Fashion in writing of any changes related to its commercial enterprise and concerning Black Fashion, and to await Black Fashion's acceptance within a reasonable time.
l) The Dealer cannot change the address associated with the dealer unit without Black Fashion's written acceptance. If the Dealer changes the address associated with the dealer unit without Black Fashion's written acceptance; it accepts, declares and undertakes that Black Fashion has the authority to terminate this agreement unilaterally without notice. If Black Fashion is forced to exercise its right of termination based on this article, the Dealer will not be able to make any claims. This is because the address is an essential founding element of the dealership agreement. 
m) Black Fashion has determined the sales prices of the products, and the Dealer accepts and undertakes not to sell the products below the price determined by Black Fashion. The Dealer is strictly bound by the prices determined by Black Fashion regarding the label price for the products it undertakes to sell. The Dealer accepts, declares, and undertakes that it does not have the right to make discounts on the products subject to sale on its own. It accepts, declares, and undertakes that Black Fashion has the authority to terminate this agreement unilaterally without notice. If Black Fashion is forced to exercise its right of termination based on this article, the Dealer will not be able to make any claims. This is because price stability is an essential constitutive element of the dealership agreement.
n) The Dealer accepts, declares, and undertakes that it will not enter into any relationship, proxy, partnership, or passive company development that will affect Black Fashion's activities, and that it will act in a way that protects the recognition and reputation of the Black Fashion brand. The parties accept, declare, and undertake that Black Fashion has the authority to unilaterally terminate the agreement without notice if it determines that the Dealer has acted contrary to this article. If Black Fashion is forced to exercise its right of termination based on this article, the Dealer will not be able to make any claims.
o) The Dealer accepts, declares and undertakes that this dealership agreement covers a single independent business to be established at a specified address, and that this agreement does not grant the dealer the authority to open a business in another region, city or country. This dealership agreement shall in no way be considered a guarantor for another dealership agreement to be concluded between the same parties. The parties accept, declare and undertake that Black Fashion always has the right to observe different criteria when choosing its dealers. 
p) The Dealer accepts, declares and undertakes to share the progress of business and concrete business data and account statements with Black Fashion via email every month. 
q) The Dealer acknowledges, declares and undertakes that they are responsible for obtaining all permits required by the municipality or other public institutions for totems, signs and similar advertising tools to be installed in their store in accordance with this agreement, and that they are solely responsible for the taxes, duties and fees requested within the scope of these permits, and that they will not under any circumstances recourse these payments to Black Fashion.
r) Except for extraordinary circumstances such as war, mobilization, or natural disasters as defined by law such as floods or earthquakes, Black Fashion will undertake the shipment of the dealer's order within a reasonable time using the delivery method agreed upon by the parties, and Black Fashion will not be held responsible for any disruptions during transportation. Black Fashion does not assume any responsibility for the shipping and transfer of products it has delivered to the carrier. This is acknowledged, declared and undertaken by the dealer.
s) Black Fashion always reserves the right to change prices of the products it sells, within the framework of honesty rules, based on legitimate reasons such as inflation, raw material price increases, exchange rate differences, etc.
t) Given that this dealership agreement is a type of contract that imposes mutual continuous performance obligations on both parties, in the event that one of the parties detects a direct or indirect breach of its obligations based on this agreement, the primary goal will be to ensure the continuity and survival of the contract. Therefore, the parties acknowledge, declare and undertake to first send a warning letter to the other party regarding a possible breach. This is subject to the unilateral termination rights expressly granted to Black Fashion.
5. Payment Terms And Guarantees
5.1 The price of the products subject to the agreement will be paid by the dealer in full, in one lump sum and in cash, in advance. Black Fashion will produce and deliver the products subject to the agreement within one month from the day following the transfer of the full payment for all products ordered by the dealer to Black Fashion's account.
5.2 The Dealer acknowledges, declares and undertakes that, in order to guarantee its debts arising from this agreement or after its termination for any reason, and the risks that may arise from the agreement, it can provide Black Fashion with a bank guarantee letter for at least %......... of the cash equivalent of the monthly and/or annual committed turnover agreed upon in all proposals, pre-agreements, orders, etc., prior to the execution of this agreement between the parties, and will deliver it to Black Fashion at the time of the execution of this agreement. The Dealer acknowledges, declares and undertakes that Black Fashion has no obligation to supply any products if the Dealer does not provide the guarantee amount to Black Fashion in cash or as a guarantee letter. If the guarantee amount is not provided at the time of the execution of this agreement, Black Fashion will only wait three business days, and after three business days, the agreement may be unilaterally terminated by Black Fashion with just cause and without compensation, and the dealer will not have the right to claim any damages.
5.3 If the dealer cannot provide a bank guarantee letter, they acknowledge, declare and undertake to deliver the same amount in cash to Black Fashion. The dealer acknowledges, declares and undertakes that Black Fashion has no obligation to supply any products if the dealer does not provide the guarantee amount to Black Fashion in cash or as a guarantee letter. If the guarantee amount is not provided at the time of the execution of this agreement, Black Fashion will only wait three business days, and after three business days, the agreement may be unilaterally terminated by Black Fashion with just cause and without compensation, and the dealer will not have the right to claim any damages.
5.4 Black Fashion has the right to pledge the bank guarantee letter and/or the cash guarantee amount. The dealer acknowledges, declares and undertakes that they will not demand any mortgage etc. in return for this amount. If, at the end of the agreement, the damages incurred by Black Fashion exceed the guarantee amount, all rights of Black Fashion to claim the excess are reserved.
6. Prohibition of Assignment
The Dealer may not assign the rights and obligations under this agreement, or its company shares, to third parties and/or in a way that establishes a causal link between its own shareholders, without the written consent of Black Fashion. Otherwise, this will result in the unilateral and rightful termination of the agreement by Black Fashion without compensation.
7. Language of the Agreement
This agreement has been prepared in Turkish by the parties, and all notifications and correspondence have been made in Turkish.
8. Resolution of Disputes
In the resolution of all disputes arising from this contract, Turkish legal regulations will be applied, and mediation will be optionally used first. In cases where mediation fails to resolve the dispute, the competent local courts and enforcement offices in Istanbul have been designated.
9. Evidence Agreement
The parties acknowledge, declare and undertake that in disputes arising from this agreement, Black Fashion's commercial books, accounting records, computer records and other records will constitute valid, binding, conclusive and exclusive evidence, and that the dealer's specified records are kept in due form.
With this agreement, all other protocols, contracts and agreements made verbally or in writing between the parties before and/or after the signing date of this agreement and having the same purpose as this agreement are automatically terminated. Only this agreement and its inseparable annexes remain valid, and all listed documents can only be used as auxiliary evidence in the event of a legal dispute.
10. Amendment of Contract Provisions
1. Contract provisions can only be amended in writing upon verbal agreement reached by the mutual consent of the parties. The parties cannot claim that contract provisions have been amended verbally and/or new provisions have been added to the contract.
2. The non-application of one or more provisions of the contract will not invalidate the contract provisions, nor will the fact that one or more contract provisions become inapplicable or invalid for any reason prevent the application of the other provisions of the contract.
3. Should any of the terms of this agreement be declared invalid by a judicial or administrative decision, the annulled article may be amended in accordance with the terms and rules applicable at the time of the conclusion of this agreement, in a manner that does not disrupt the integrity of the agreement and is not contrary to its purpose.
11. Confidentiality
Each of the parties acknowledges, declares and undertakes that any information (including personal, commercial, legal and financial information) learned from the other party during the term of this agreement, whether in written/electronic form or through other channels or orally, is "Confidential Information", that the ownership rights (including intellectual property rights) over such confidential information belong to the disclosing party, that they will not disclose confidential information to third parties without the prior written consent of the other party, that they are personally responsible if their employees and representatives disclose confidential information, and that they will not use confidential information for their own benefit. One of the parties acknowledges, declares and undertakes to compensate the other party for any damages incurred if confidential information is disclosed by its employees/representatives in violation of this article.
12. Termination
I. Black Fashion shall have the right to unilaterally terminate this agreement if it detects any words or actions by the Dealer and/or its registered or formerly registered but unregistered employees at the time of the incident, which damage or demean Black Fashion's market reputation. In the presence of this condition, the Dealer acknowledges, declares and undertakes that Black Fashion will record the guarantee letters as income. The Dealer will also be responsible for a penalty equal to the guarantee amount, and in case there are undelivered products on order, all expenses will belong to the Dealer.
II. If the Dealer and/or the Dealer's responsible person terminates the agreement before its term without a just cause, the Dealer acknowledges, declares and undertakes that Black Fashion will record the guarantee letters as income. The Dealer will also be responsible for a penalty equal to the guarantee amount, and in case there are undelivered products on order, all expenses will belong to the Dealer.
III. This agreement may be unilaterally terminated by either party without any notice if one of the following events occurs: Liquidation of either party or termination of its commercial life, bankruptcy of either party, declaration of concordat, or request for bankruptcy postponement also result in the termination of the agreement.
IV. If the Dealer experiences financial difficulties, its credits are cut off or it is subject to prosecution and this situation cannot be remedied, and if this situation is not reported to Black Fashion within 3 business days, Black Fashion has the authority to unilaterally terminate the agreement.
V. If the Dealer or any of its administrative managers is found to have been convicted of a crime or an act against public morality or similar offenses that could negatively affect Black Fashion's name and registered trademarks, its dealers, or Black Fashion's customer base, or if prosecuted for such a crime during the continuation of the agreement, Black Fashion shall have the right to unilaterally terminate this agreement without compensation. In the presence of this condition, the Dealer acknowledges, declares and undertakes that Black Fashion will record the guarantee letters as income. The Dealer will also be responsible for a penalty equal to the guarantee amount, and in case there are undelivered products on order, all expenses will belong to the Dealer.
VI. If the Dealer or any of its administrative managers discloses trade secrets or confidential information belonging to Black Fashion to third parties and institutions; Black Fashion shall have the right to unilaterally terminate this agreement without compensation. In the presence of this condition, the Dealer acknowledges, declares and undertakes that Black Fashion will record the guarantee letters as income. The Dealer will also be responsible for a penalty equal to the guarantee amount, and in case there are undelivered products on order, all expenses will belong to the Dealer.
VII. If the Dealer refuses, neglects or fails to make due payments to Black Fashion's subsidiaries or partnerships or suppliers, or fails to accurately provide the necessary reports and financial information under this agreement, or provides it with incorrect content or format, or fails to provide it at all, Black Fashion shall have the right to unilaterally terminate this agreement without compensation. In the presence of this condition, the Dealer acknowledges, declares and undertakes that Black Fashion will record the guarantee letters as income. The Dealer will also be responsible for a penalty equal to the guarantee amount, and in case there are undelivered products on order, all expenses will belong to the Dealer.
13. Waiver
The failure of one of the parties to exercise a right granted to them by the provisions of this agreement will not mean that they have waived this right and will not prevent them from subsequently exercising the right, demanding its fulfillment, exercising the right to sue, and resorting to other legal remedies.
A waiver by one party of the other party's breach or default shall not constitute a continuous waiver thereof or of any other breach or default under this agreement, and no waiver shall be valid unless made in writing by the parties.
14. Notification Addresses
The addresses declared by the parties in this agreement are legal notification addresses, and any changes to the notification addresses must be submitted to the other party in writing. Otherwise, notifications made to the existing addresses will be deemed to have been made directly to the parties themselves.
15. General Provisions
In cases where there is no provision in the agreement or in unclear situations, all correspondence made by authorized persons between the parties can be used as evidence, and primarily the Turkish Commercial Code and the Turkish Code of Obligations will be taken as a basis, and Incoterms 2010 Rules will be used for interpretation regarding delivery.
16. Agreement Annexes
All information and documents qualifying as annexes to this agreement shall be considered an integral part of the agreement, and new extension agreements formed at the end of the agreement term may be renewed in this manner and scope. Black Fashion always reserves the right to request an increase in the amount of the bank guarantee letter.

17. Effectiveness
Having been re-read and discussed, this dealership agreement, consisting of 17 articles and prepared in three copies, jointly signed by the parties, has been accepted by the free will of the parties. It has been jointly signed by the DEALER on the date of signature, and by Black Fashion, effective from the first business day after the dealership fee, security deposits, order fees, expenses, and taxes have been paid to Black Fashion and taken into its possession. One copy has been hand-delivered to the dealer.
BLACK FASHION (identification details) DEALER (identification details)
Stamp & Signature Stamp & Signature
Date Date

 
I hereby acknowledge, declare, and undertake that I have received a copy of the employment contract and its annexes by hand.
 
ANNEXES - INTEGRAL PARTS
1- Dealership application form
2- Dealership pre-protocols
3- For natural persons (identity card, first page of passport, tax certificate, notarized copies of activity certificate)
4- For legal entities (articles of association, tax certificate, signature circular, notarized copies of activity certificate)
5- Bank definitive guarantee letter and/or cash security deposit receipt
6- First order form
7- Visitor information text & explicit consent text