Dealership Agreement

Black Group Textile Trading Limited Company
Dealership Agreement

1. Parties
 
This agreement regulates the rights and obligations of the franchisor and the franchisee to each other after the conclusion of the agreement. The parties to the agreement are ………………………………………………………. (Briefly the Dealer) and Black Group Tekstil Ticaret Limited Şirketi (Briefly Black Fashion). In the following articles, the franchisor will be referred to as Black Fashion, and the franchisee will be referred to as the dealer.
DEALER IDENTITY INFORMATION BLACK GROUP TEXTILE TRADE LIMITED COMPANY
TAX OFFICE & NUMBER BESIKTAS 0010977045
ADDRESS SINANPASA MAH. SULEYMAN SEBA STREET. NO: 14 INSIDE DOOR NO: 5 BEŞİKTAŞ/İSTANBUL
TELEPHONE 0850 888 88 23
CRS NO 0001 0977 0450 0014

DEALER IDENTITY INFORMATION

TAX OFFICE & NUMBER

ADDRESS
TELEPHONE
CRS NO


 
2. Subject and Term of Contract
 
1. The subject of this contract is the granting of the dealership of textile products produced in European size standards under the brand name "Black Fashion" belonging to Black Fashion between the dealer and Black Fashion within the framework of the conditions specified in the contract, and the organization of this legal relationship in a way that will protect the interests of both parties and the determination of the rights and obligations of the parties.
2. This dealership agreement is valid for 1 YEAR from the date it is signed, but it can be extended for 1 YEAR more each time upon written revision by the parties on the contract expiration date, upon Black Fashion's acceptance at the end of the year. If the parties do not give notice of termination at the end of each 1-year contract period, the contract will be automatically extended under the same conditions but with the updated conditions in writing.
3. If the contract is not renewed, it will automatically terminate with all its provisions and consequences 10 YEARS after it is signed.
 
 
 
3. General Provisions
 
3.1 It accepts, declares and undertakes to represent and sell Black Fashion's products in the sales region, not to have a direct or indirect relationship with a company or product that competes with Black Fashion inside or outside the Sales Region, not to sell another product of the same nature and quality belonging to another brand or person, that it knows and accepts that the intellectual and property rights of the product it purchases from Black Fashion belong to Black Fashion, that it will only purchase the product subject to the contract from Black Fashion, that it will not manufacture the products in question in any way, that the design and project of the product belong to Black Fashion and that it will not share this information about the product with any person, that it accepts this issue within the scope of the obligation to act in accordance with the competition-related provisions of the Turkish Code of Obligations and the Turkish Commercial Code and to keep secrets.
 
3.2 Black Fashion and the dealer are independent organizations. This agreement does not grant the dealer any right or authority to act as a partner, agency, representative, deputy or act on behalf of Black Fashion under any name.
Since the dealer is not an authorized partner, agent, representative or proxy of Black Fashion, if the dealer's actions are contrary to the essence of the commercial relationship between the parties and if any damage is incurred by the dealer, either in the relationship between the parties or to third parties, the dealer will be directly responsible for these damages.
 
3.3 Black Fashion, the trade name and brand, under the protection of the Turkish Commercial Code and the Decree Law No. 556 on the Protection of Brands, do not belong to the dealer under any circumstances. In this context, the dealer irrevocably accepts, declares and undertakes that it will not apply for or register the term "Black Fashion" or terms that are similar to this term to the extent that they could cause confusion in any medium on its behalf.
In addition, the dealer irrevocably accepts, declares and undertakes not to apply for a trademark under the Black Fashion term on behalf of itself, its blood relatives or in-laws, the company or persons directly or indirectly connected to it. The dealer irrevocably accepts, declares and undertakes that it will not share the "Black Fashion" term, symbols, logos, advertising slogans and any element within the know-how that may be considered as the trade secret of the business with third parties under any circumstances. The third party concept included in this article includes any real person or commercial enterprise with legal personality other than Black Fashion, as well as persons affiliated with the dealer. In this context, the dealer accepts, declares and undertakes that it will not share the information within the know-how of Black Fashion with any personnel who do not need to know it due to their jobs.
 
3.4 After the opening of the business, the dealer is obliged to conduct regional advertising/public relations activities in the same manner as it has done in each of Black Fashion's businesses to date. In order to ensure that the dealer system appears in the same manner in regional advertisements, the content of all advertisements must be submitted to Black Fashion for written approval before publication. No advertisement, promotional tool or brochure that Black Fashion does not approve of can be presented to customers. The dealer accepts, declares and undertakes that it will submit all press releases, interviews and promotions that it will publish in all written, printed, visual and audio media and all social media posts to Black Fashion for written approval and that it can use them after Black Fashion's written acceptance.
 
3.5 This contract establishes only and exclusively a dealership relationship between the parties. In this declaration; there is no direct or indirect power of attorney, representation, exclusive dealer, agency or other representation, service or working relationship between the parties.
 
 
 
 
4. Rights and Obligations of the Parties
 
a) Within 1 (one) month from the entry into force of this contract, the title of …………………………….. will be registered as Black Fashion ………………………... by the agreement of the parties.
b) The dealer will purchase products of women's clothing produced by Black Fashion in the amount of ……………. TL per month and/or year on average. 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 the quantities according to the production, supply, procurement and delivery conditions of Black Fashion.
c) For products to be sold to dealers by Black Fashion, a discount of …….. will be applied to Black Fashion’s list price. Discount rates may be determined by Black Fashion ex officio each time, depending on the product category and quantity to be purchased. The dealer accepts, declares and undertakes to complete the order without objecting to the discount rate that Black Fashion may unilaterally revise for each purchase.
d) The Dealer accepts, declares and undertakes to obtain written approval from Black Fashion regarding the decor, design, outdoor music, interior architect, etc. for the store it has opened and/or will open. Black Fashion has the right not to accept the Dealer's interior architect design in the store, and the right to deliver and terminate based on this, without compensation at all times. Since the content of the dealership agreement is a long-term contract that creates mutual debt, the provisions in this agreement will be renewed each year with the written acceptance of the parties, and the provisions of the agreement will be continuous during these periods.
to) If the products belonging to Black Fashion cannot be 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, replace them with new products at a discount, and in case of any damage, compensate for all kinds of damages, including additional damages.
f) The dealer is personally responsible for all kinds of expenses within the scope of its business and all taxes that may arise due to this dealership agreement are the responsibility of the dealer. It also 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 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 recourse Black Fashion under any name.
g) Unless an official power of attorney is issued to the dealer directly through a Notary Public by authorized persons representing and binding Black Fashion, debts and liabilities arising from legal transactions between the dealer and third parties cannot be attributed to Black Fashion, and no recourse can be made to Black Fashion in any way or form due to liability arising from these legal transactions.
h) In the independent business of the dealer, any brand and/or brands that may be created by Black Fashion in the future and any rights of Black Fashion protected by intellectual property law cannot be included in the scope of this agreement without the approval of Black Fashion. It cannot use any brand that remains within the scope of this agreement ex officio without the approval of Black Fashion.
i) The Dealer irrevocably accepts, declares and undertakes that it will not register the brands belonging to Black Fashion in Türkiye or any other country, and will not introduce this expression as an element of its own company in any country or community outside Turkey, will not use it in any promotional documents, will not register this expression in the trade registry in any way, and will not take any action that constitutes an infringement of Black Fashion's intellectual property rights.
 
 
 
j) The dealer accepts, declares and undertakes that this agreement does not mean the transfer of the trademark, sign, industrial design and other rights belonging to Black Fashion to itself or an exclusive or non-exclusive license in any way and form and that no joint venture or similar relationship will be established between the parties. In addition, the dealer will not apply for the registration of the trademarks belonging to Black Fashion in its own name in any way and will not register or use any name, logo, title or expression that is similar enough to cause confusion with this trademark. Likewise, the business cards, CVs, interior visuals, comment cards etc. to be used in the dealer's business will be approved by Black Fashion.
k) The Dealer is obliged to notify Black Fashion in writing of any changes regarding its commercial enterprise and Black Fashion and to wait for Black Fashion's acceptance within a reasonable period of time.
l) The Dealer cannot make any changes to the address connected to the dealer unit without the written acceptance of Black Fashion. In the event that the Dealer changes the address connected to the dealer unit without the written acceptance of Black Fashion; the Dealer accepts, declares and undertakes that Black Fashion has the authority to terminate this agreement unilaterally without notice. If Black Fashion is forced to use the right of termination based on this article, the Dealer will not be able to make any demands. Because the address is the primary founding element of the dealership agreement.
m) The sales prices of the products have been determined by Black Fashion and the Dealer accepts and undertakes not to sell the products it will sell for less than the price determined by Black Fashion. The Dealer is strictly bound by the prices determined by Black Fashion regarding the label price of the products it undertakes to sell. The Dealer accepts, declares and undertakes that it has no right to automatically make a discount on the products subject to sale. It accepts, declares and undertakes that Black Fashion has the authority to terminate this agreement unilaterally without notice. If Black Fashion is forced to use its right of termination based on this article, the Dealer will not be able to make any demands. Because price fixity is the primary founding element of the dealership agreement.
n) The Dealer accepts, declares and undertakes that it will not enter into any relationship or agency, partnership or passive company development that will affect the activities of Black Fashion and that it will act in a way that will protect the recognition and reputation of the Black Fashion brand. The parties accept, declare and undertake that if Black Fashion detects that the Dealer is acting contrary to this article, it has the authority to terminate the contract unilaterally without notice. If Black Fashion is forced to use its right of termination based on this article, the Dealer will not be able to make any demands.
he) The dealer accepts, declares and undertakes that this dealership agreement covers an independent business to be established at a single address and that this agreement does not authorize the dealer to open a business in another region, city or country. This dealership agreement will in no way be accepted as 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 consider different criteria when selecting its dealers.
p) The dealer accepts, declares and undertakes to share with Black Fashion via e-mail the progress of the business and concrete data and account statements every month.
q) The dealer accepts, declares and undertakes that he/she is responsible for obtaining all kinds of permits requested by the municipality or other public institutions regarding the totems, signs and similar advertising tools to be installed in his/her store in accordance with this agreement and that he/she is solely responsible for the taxes, duties and fees requested within the framework of these permits and that he/she will not recourse these payments to Black Fashion in any way.
) Except for extraordinary circumstances such as war, mobilization or natural disasters such as floods and earthquakes, Black Fashion will undertake to ship the dealer's order within a reasonable period of time with the delivery method agreed upon by the parties, and Black Fashion will not be held responsible for any disruptions that may occur during transportation. Black Fashion assumes no responsibility for the transportation and transfer of products delivered to the carrier. This matter is accepted, declared and undertaken by the dealer.
s) Black Fashion always has the right to change the prices of the products it sells within the framework of the rules of honesty based on legitimate reasons such as inflation, increases in raw materials, exchange rate differences etc.
t) Since this dealership agreement is a type of agreement that imposes mutual and continuous performance on both parties, in the event that a violation of one of the direct or indirect obligations of one of the parties based on this agreement is detected, the primary purpose will be to ensure the continuity and survival of the agreement, and the parties accept, declare and undertake to first choose the method of issuing a notice to notify the other party of the possible violation. Subject to the unilateral termination cases expressly provided to Black Fashion.
 
5. Payment Terms and Guarantees
 
5.1 The price of the products subject to the contract will be paid in cash by the dealer in one lump sum. Black Fashion will produce and deliver the products subject to the contract within one month from the day the price of all products ordered by the dealer is transferred to Black Fashion's account.
5.2 The dealer accepts, declares and undertakes that it may provide a cash amount of at least .........% of the monthly and/or annual undertaken turnover agreed upon in all offers, preliminary agreements, orders, etc. before the conclusion of this contract between the parties, as a bank definitive guarantee letter and deliver it to Black Fashion during the conclusion of this contract, in order to constitute a guarantee for the debts that have arisen or will arise after the termination of this contract for any reason, and for the risks that may arise from the contract. The dealer accepts, declares and undertakes that Black Fashion will not be obliged to provide any products in the event that the dealer does not deliver 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 conclusion of this contract, Black Fashion will wait only for three business days, and after three business days, the contract may be terminated by Black Fashion unilaterally and without compensation for a just cause, and the dealer will not have the right to recover any damages.
5.3 If the dealer cannot provide a bank guarantee letter, he/she accepts, declares and undertakes to deliver the same amount in cash to Black Fashion. In the event that the dealer does not deliver the guarantee amount to Black Fashion in cash or as a guarantee letter, the dealer accepts, declares and undertakes that Black Fashion is not obliged to provide any products. If the guarantee amount is not provided at the time of signing this contract, Black Fashion will wait only three business days and after three business days, the contract may be terminated by Black Fashion unilaterally and without compensation for a just cause and the dealer will not have the right to recover any damages.
5.4 Black Fashion has the right to pledge the bank definitive guarantee letter and/or the cash collateral as the security amount, and in return for this amount, the dealer accepts, declares and undertakes not to demand any mortgage etc. If the damage that Black Fashion may suffer at the end of the contract exceeds the security amount, Black Fashion reserves all rights to demand the excess.
 
6. Transfer Prohibition
 
The dealer cannot transfer its rights and obligations under this contract and company shares to third parties and/or its own shareholders in a way that can establish a causal link without the written approval of Black Fashion. Otherwise, this will result in the unilateral and justified termination of the contract by Black Fashion without compensation.
 
 
 
 
 
 
7. Contract Language
 
This agreement has been prepared by the parties in Turkish and all notifications and correspondence have been made in Turkish.
 
8. Dispute Resolution
 
In the resolution of all disputes arising from this contract, the institution of mediation will be used optionally, using Turkish law legislation, and in cases that cannot be resolved through mediation, the competent courts and enforcement offices have been determined as Istanbul.
9. Evidence Agreement
 
The parties accept, declare and undertake that in disputes arising from this contract, Black Fashion's commercial books, accounting, computer and other records will constitute valid, binding, definitive and exclusive evidence and that the dealer's specified records are kept in accordance with the procedure.
 
With this agreement, all other protocols, agreements and agreements made verbally or in writing before and/or after the signing date of this agreement between the parties and having the same purpose as this agreement are automatically terminated, only this agreement and its annexes that are an integral part of it are valid, and all the listed documents can only be used as secondary evidence in the event of a legal dispute.
 
10. Changes to Contract Terms
 
1. The provisions of the contract can only be changed in writing with the mutual consent of the parties and verbal agreement. The parties cannot claim that the provisions of the contract have been changed verbally and/or new provisions have been added to the contract.
2. Failure to implement one or more of the contract provisions will not render the contract provisions invalid, and the fact that one or more of the contract provisions become inapplicable or are deemed invalid for any reason will not prevent the implementation of other provisions of the contract.
3. If any of the terms of this contract is deemed invalid by a judicial or administrative decision, the cancelled article may be amended in accordance with the terms and conditions applicable at the conclusion of this contract, in a manner that does not disrupt the integrity of the contract and does not contradict the purpose of the contract.
 
11. Security
 
Each party hereby accepts, declares and undertakes that any information (including personal, commercial, legal and financial information) learned about the other party in written/electronic media or through other channels or verbally during the term of this agreement is “Confidential Information”, that the property rights (including intellectual property rights) on such confidential information belong to the party disclosing it, that it will not disclose confidential information to third parties without the prior written approval of the other party, that it is personally responsible for the disclosure of confidential information by its employees and representatives, and that it will not use confidential information for its own benefit. In the event that confidential information is disclosed by its employees/representatives in violation of this article, one party hereby accepts, declares and undertakes to compensate the other party for any damages it may suffer.
 
 
 
 
12. Dissolution
 
I. Black Fashion shall have the right to terminate this contract unilaterally in the event that it detects any words or actions of the Dealer and/or any employee registered on its payroll or previously registered but unregistered on the date of the incident that damage or humiliate the reputation of Black Fashion in the market. In the event of the existence of this condition, it is accepted, declared and undertaken by the Dealer that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for the penalty in proportion to the guarantee amount and in the event of a pending undelivered product subject to the order, all expenses will belong to the Dealer.
II. If the Dealer and/or the Dealer Manager terminates the contract before the expiration date without a justified reason, the Dealer accepts, declares and undertakes that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for the penalty in proportion to the guarantee amount, and in case there is a product subject to the order that has not been delivered, all expenses will belong to the Dealer.
III. This contract may be terminated unilaterally by either party without any notice in the event of the occurrence of one of the following situations: Any party entering into liquidation or termination of its commercial life, any party going bankrupt, declaring a composition, or requesting a postponement of bankruptcy will also result in the termination of the contract.
 
IV. If the dealer experiences payment difficulties, has its credits terminated or is subject to legal proceedings but this situation cannot be resolved, and if this situation is not notified to Black Fashion within 3 business days, Black Fashion has the authority to unilaterally terminate the contract.
V. If it is learned that the Dealer or any of its administrative managers have been convicted of a crime or an act against public morality or other similar crimes that may negatively affect the name and registered trademarks of Black Fashion, the Dealers or the customer circle of Black Fashion, or if a prosecution is initiated for such a crime while the contract is in effect, Black Fashion shall have the right to unilaterally terminate this contract without compensation. In the event of the existence of this condition, it is accepted, declared and undertaken by the Dealer that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for the penalty in proportion to the guarantee amount, and in the event of a product subject to the order that has not been delivered, 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 terminate this contract unilaterally without compensation. In the event of the existence of this condition, the Dealer has accepted, declared and undertaken that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for the penalty in proportion to the guarantee amount and in case of a pending undelivered product subject to the 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, does not provide the required reports and financial information correctly or provides them in an incorrect content or form or does not provide them at all, Black Fashion shall have the right to unilaterally terminate this agreement without compensation. In the event of the existence of this condition, the Dealer has accepted, declared and undertaken that Black Fashion will record the letters of guarantee as revenue. The Dealer will also be responsible for the penalty in proportion to the guarantee amount, and in the event of a pending undelivered product subject to the order, all expenses will belong to the Dealer.
 
 
 
 
 
13. Disclaimer
 
Failure of one of the parties to exercise the right granted to it by the provisions of this agreement shall not be deemed as waiver of this right and shall not prevent it from later exercising the right and demanding its fulfillment, exercising the right to sue and resorting to other legal proceedings.
 
No waiver by either party of any breach or default by the other party shall be deemed a continuing waiver thereof or a waiver of any other breach or default hereunder, and no waiver shall be effective unless made in writing by both parties.
 
14. Notification Addresses
 
The addresses provided by the parties in this agreement are the legal notification addresses, and any changes to the notification address must be submitted to the other party in writing. Otherwise, notifications made to the existing addresses will be deemed to have been made to the parties themselves.
 
15. General Provisions
 
In cases where there is no provision in the contract or in unclear situations, any correspondence made by authorized persons between the parties may be used as evidence, and the Turkish Commercial Code and the Turkish Code of Obligations will be taken as basis, and the interpretation will be made based on the Incoterms 2010 Rules regarding delivery.
 
16. Annexes to the Agreement
 
All information and documents that are annexes to this contract will be considered an integral part of the contract, and new extension contracts to be formed at the end of the contract period may be renewed in this manner and scope. Black Fashion reserves the right to request an increase in the bank guarantee letter price at any time.

 
17. Force
 
This dealership agreement, consisting of 17 articles and drawn up in three copies and signed jointly by the parties, has been read and negotiated once more and accepted with the free will of the parties, and has been signed by the DEALER on the date of signature, valid as of the first business day after the dealership fee, guarantee fees, order prices, expenses and taxes have been paid by Black Fashion and passed into the possession of Black Fashion, and one copy has been delivered to the dealer by hand.
BLACK FASHION (credentials) DEALER (identity information)
Stamp & signature Stamp & Signature
History History

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