Terms & Conditions
MALL OF TURKEY, A LOCAL BRANCH A LOCAL STORE SPECIALIZED IN SELLING
TURKISH PRODUCTS TO THE MARKETS AT THE SAME OR SIMILAR PRICES TO THEIR TURKISH
MARKETS ADDING SHIPPING AND CUSTOMS FEE.
Mall of Turkey Elektronik Hizmetler Anonim Şirketi is located in Teşvikiye
Mahalllesi Vali Konağı Caddesi: , Actress, Actress, Shishli.
A company registered in the Chamber of Commerce (*) under No. (**)
Whereas MALL OF TURKEY is willing to buy, sell and promote products
manufactured or marketed prior to sale on its platform (**) (or seller/seller
wishes to display their products on MALL OF TURKEY website and market them in
countries/regions).
He expresses his desire to contact the call center in Turkey.
1. SUBJECT MATTER OF THE AGREEMENT
The subject matter of this Agreement is the marketing of products
belonging to the Vendor over the marketplace named "Mall of Turkey"
("Platform") operated by the Mall of Turkey.
Within the scope of this Agreement, customers of MALL OF TURKEY
shall place orders for products marketed by the Vendor on the Platform and
Vendor shall deliver these products to the Mall of Turkey by selling customers
on invoice.
Commercial matters related to the contractual relationship between
the customer and the Mall of Turkey are outside the scope of this Agreement,
and this Agreement has been made in order to determine the commercial
provisions regarding the products that Vendor shall sell and deliver to the
Mall of Turkey within the scope of the order records sent to via the Platform.
In any case, the Vendor is responsible to the customer for the products it
supplies, within the scope and limits specified below.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. The quality and quantity of the materials shall be as per
specification given by MALL OF TURKEY as well as samples submitted by the
Vendor and approved by MALL OF TURKEY.
2.2. The Vendor gives the right to MALL OF TURKEY to display products
in all electronic platforms owned by using the trademark of the Vendor
2.3. The Vendor gives all necessary data about the products selected
for display and fill the table in Annex 1 within a maximum of one week from the
signing of the contract with photographs suitable for the display of products
accurately 200 DPI and in JPG or PNG format.
2.4. Mall of Turkey has the right to display the products as it deems
appropriate based on the analysis of the data received for the site.
2.5. MALL OF TURKEY shall have a right to determine quantities of
inventory for the products in all its details and for all colors and sizes and
this data occurs on a daily basis by updating the data through the site or
automatic link to its own inventory system.
2.6. The Vendor shall be responsible for any damage caused by the
customer's purchase of a product displayed on the site but cannot be provided
by the Vendor.
2.7. In the case of The Vendor suspends a certain product for
industrial defects, the Vendor shall compensate customers who wish to exchange
the goods or recover the amounts they paid for the purchase.
2.8. The Vendor shall act fairly and honestly with MALL OF TURKEY to
ensure a safe buying and selling experience.
2.9. MALL OF TURKEY shall verify the customer’s order and it shall
send the order directly to MALL OF TURKEY when a customer buys a product
through the site.
2.10. The Vendor shall send the order with all required paperwork and
invoices and delivers to management at MALL OF TURKEY Company with receipt of
delivery notice.
2.11. That any product with any unacceptable categorical condition such as being damaged or passing expiration date (includes "best by" and "sell by" dates) will not be accepted. MALL OF TURKEY’s representative shall inspect the goods at delivery address and reserves the right to reject any goods if the representative considers those to be inferior quality to the approved samples.
2.12. The goods rejected by the representative of MALL OF TURKEY shall
be replaced by the Vendor and the Vendor shall bear all risks/costs of the
materials rejected by MALL OF TURKEY.
2.13. Products should be brand-new items with original manufacturer's
warranty and original packaging. All kinds of responsibility regarding the
consumer legislation are on the Vendor.
In this respect MALL OF TURKEY will be able to recourse to MALL OF
TURKEY about any compensation etc. from the customer.
2.14. The Vendor shall indemnify MALL OF TURKEY in respect of all
claims, damages, compensation, or expenses payable in consequence of any
problem caused by them.
2.15. In any case of price inflation, the Vendor should inform MALL OF
TURKEY in a one week written notice to responsible department. The related price increase shall have an
effect one week after the written notification is made to Mall of Turkey and in
any case, on the date the prices are updated on the screen presented to the
customers, and orders before this period shall not be subject to inflation.
2.16. MALL OF TURKEY reserves the right to change the quantity of any
order if they feel necessary before due date.
2.17. The Vendor should provide accurate information to MALL OF TURKEY
in order to use same information while listening and promoting products on
“Mall of Turkey”.
2.18. The Vendor should provide Mall of Turkey with all data and
promotional material of their products in order to use same data online on
“Mall of Turkey”.
2.19. The Vendor shall be responsible for any investigation/tour
regarding visits to one of its stores for marketing activities.
3. SHIPMENT AND DELIVERY
3.1. The Vendor shall be responsible of delivering the products to
delivery address of MALL OF TURKEY. The transportation and shipping cost from
the Vendor should be included in price list given by the Vendor (See Appendix –
1) and the both transportation and shipping cost shall be paid by the Vendor.
MALL OF TURKEY reserves the right to change their specified delivery site after
informing the Vendor.
3.2. Product’s damages while delivering to delivery address shall be
at the Vendor’s own cost, management and responsibility.
3.3. The Vendor shall be fully responsible for delivery of the materials
in good condition at the specified site of MALL OF TURKEY.
3.4. Prior to signing this contract, the Vendor shall inform MALL OF
TURKEY in writing, the weight and volume information in decimal, cubic meter
and kilograms of the products supplied to MALL OF TURKEY along with the product
list. In the process of shipping products to abroad since the weight and volume
of the Vendor is more than stated the MALL OF TURKEY reserves the right to
demand the relevant amount from the Vendor.
3.5. The Vendor shall collect orders and deliver them to MALL OF
TURKEY on same day when orders are received. Only orders received after 5.00 pm
will be executed the next day.
3.6. In case the Vendor delays the execution of the order as mentioned
in previous articles, a fine of 10% and negative score (-1) shall be applied.
If the negative scores reach 30 points, within three months MALL OF TURKEY has
the right to choose an internal delivery company and charge the cost of
delivery to the Vendor. This article shall also apply in case of delays in
delivery due to the Vendor’s defect.
3.7. If The Vendor fails to deliver the products as per agreed
schedule, penalty will be imposed by MALL OF TURKEY at the rate of (1%) of
total orders value for each day of delay.
3.8. The Vendor delivers products in perfect condition, free from
damage and wrapped in a way that protects them from damage. Once MALL OF TURKEY
receives the order, it is responsible for the condition of the product and is
not entitled to claim any compensation from the Vendor. If the product arrives
in bad condition, the Vendor shall send a product for the same sample free of
defects on the same day.
3.9. In the case of a third party responsible for delivery, the party
that appointed the third party is responsible for it and responsible for its
processes of delivery and receipt.
3.10. The shipment of the goods shall be made by the Vendor on mentioned
dates by procurement department. MALL OF TURKEY reserves the right to stop
buying from the Vendor in case of repeated late deliveries.
4. PAYMENTS AND DISCOUNTS
4.1. After MALL OF TURKEY has sold a product belonging to Vendor
via Platform, after the relevant order record is entered on the panel of the
Vendor, the Vendor shall issue the invoice of the relevant amount to customer
and send the invoice to MALL OF TURKEY via e-mail. The Vendor shall exclusively
be responsible for the payment procedure to be held between with customers. All
expenses, costs and any kind of fee arising from the payment procedure shall be
paid by the Vendor. The Vendor shall pay the commission rate In any case, the
Vendor shall pay MALL OF TURKEY the commission fee calculated over the net
price sold to the customers. After receiving the product price from customer,
the Vendor shall pay the relevant commission rate mentioned below to MALL OF
TURKEY within __ business days from the date the invoice is issued by the
Vendor to customers.
4.2 The Vendor shall pay
invoices to the bank details of MALL OF TURKEY specified below.
·
BANK / BRANCH
·
BRANCH CODE
·
ACCOUNT TITLE
·
IBAN NO
·
ACCOUNT NUMBER
4.3. MALL OF TURKEY has the right to terminate the agreement in the
case of the Vendor’s late payment on the specified date.
4.4. The payment shall be made by the Vendor within a deadline of ____
following delivery date of each order in currency (TL) through bank transfer.
The Vendor should keep delivery slips confirming receipt of goods by the MALL
OF TURKEY's Representative(s) at site of any disagreement.
4.5. MALL OF TURKEY shall get at __% commission from the price of the
product sold at the Vendor's official stores.
4.6. If the Vendor wishes to make discounts for products in its
stores, a formal notification must be sent one week in advance of all new
prices and the discount period or type of offers and adjust the purchase price
of the site with the discount rate and the Vendor shall notify MALL OF TURKEY
immediately.
4.7. MALL OF TURKEY has the right to amend the price displayed on the
website, either over or under the condition that the MALL OF TURKEY bears all
the financial implications of this decision.
4.8. All prices are in Turkish lira unless otherwise stated in this
Agreement.
5. TERM AND TERMINATION OF THE AGREEMENT
5.1. The Agreement shall come into force immediately and shall remain
valid until the final completion of the purpose or terminated written by MALL
OF TURKEY.
5.2. The Vendor is able to terminate this agreement through informing
MALL OF TURKEY 60 days before via a written letter sent to MALL OF TURKEY
department’s representatives.
5.3. If the Vendor shall in any manner neglect or fail to carry on the
work or performance of the terms of the Agreement with due diligence or
violates any of the terms of this Agreement, Mall of Turkey shall be entitled
to terminate this Agreement immediately by requesting it’s damages thereof.
6. CONFIDENTIALITY AND PERSONAL DATA PROTECTION
6.1. Parties, agrees and undertakes that Confidential Information is
any information or documentation obtained or become aware of through any means
directly or indirectly by the other Party or its employees, consultants or
assistants during the performance of the acts envisaged in the Agreement herein or during the Agreement negotiations conducted; which carries an
economic value or contributes to such economic value indirectly, even though it
does not carry such economic value directly, including Parties customers,
customer portfolio, staff, business, associates, internal operation, formulas,
compilations, software, programmers, hardware/tools, methods, techniques and
processes, financial information and data, business plans, business strategies,
marketing plans, price lists, cost information, any information regarding
employees, definition of inventions, definition of processes, source codes,
technical know-how definitions, information and definitions regarding new
products and new product developments, scientific and technical specifications,
designs; any Confidential Information shall not be disclosed directly or
indirectly by itself or its employees even after the termination of the
Agreement ; such information shall be deemed
trade secret and it shall keep strictly confidential all conditions of the Agreement herein and the trade secrets within the scope
of the Agreement ; it shall not share
with any third parties and not disclose
by any means. In case the Party considers that Confidential Information is
obtained/known by any third party in any way for any reason, it is obliged to
promptly inform the other Party with regards to such situation.
6.2. Any information or material disclosed by the Party to other Party
shall be deemed as confidential information and shall be kept confidential by
the receiving Party.
6.3. The provision herein with respect to confidentiality is
independent from the term of Agreement or termination thereof. For this reason,
notwithstanding the termination clause of this Agreement, Parties agrees,
declares and undertakes to hold the Confidential Information in strict
confidence permanently, to use it in accordance with the terms and conditions
stated in the provision herein; not to disclose and not to use for any purpose
except from the ones stated in this Agreement.
6.4. Parties undertake to use the personal data to which the
processing relates only for the purpose of this assignment and the Parties
shall comply with any other obligations that may be applicable to it under the
Personal Data Protection Law no 6698.
7. FORCE MAJEURE
A Force Major event means any event or circumstance that does not
exist and is impossible to be foreseen at the execution of Agreement and which
is beyond the control of Parties and which, upon occurrence, renders the
performance by either or both Parties of its/ their obligations and liabilities
hereunder impossible in part or in full or on a timely basis. In case a Force
Major Event occurs and is notified to the other Party, Agreement shall remain
in force and the obligations of the Parties shall be suspended. If the delay
caused by the Force Major event is likely to destroy the purpose of Agreement,
Parties shall meet to agree on the future validity of Agreement for future.
Unless an Agreement is reached, either Party shall have the right to terminate
this Agreement.
8. MISCELLANEOUS
8.1. This Agreement shall be binding upon Parties, their legal
representatives, successors, guardians, managers, and assignees mentioned
herein.
8.2. The Vendor shall remain an independent contractor and this
Agreement shall not be construed to create an association, distributor or joint
venture, relation of principal and agent or of employer and employee between
the Vendor and the MALL OF TURKEY. Neither the Vendor nor their personnel shall
be considered nor hold itself out to be an agent, employee, or Distributor of
any member of the Mall of Turkey.
8.3. Any amendments and/or additions to the rights and obligations
defined in this Agreement shall be valid only if made in written or upon signed
and written consent of both of the parties.
8.4. MALL OF TURKEY’s books, recordings, computer recordings and all
documents to be prepared, written proceedings, reports, voucher, faxes and fax
records, e-mails, and documents suchlike shall be accepted as sole valid
conclusive evidence within the scope of this Agreement and its attachments.
This article of Agreement is deemed to be an evidential contract regarding the
193rd article of Code of Civil Procedure.
8.5. Provided that Article 18(3) of Turkish Code of Commerce remains
reserved, Parties may send all notices hereunder via e-mail or mail in addition
to the methods set out in Article 18(3) of Turkish Code of Commerce. However,
notices concerning defaults, termination of Agreement, and renegade from
Agreement shall be sent via Notary, registered letter, or telegraph. In this
respect following communication details shall be used.
For such correspondence, the Parties agree that their respective
addresses set out in Agreement are their notification addresses. In case any
change to the said address is not notified to the Party in writing within seven
(7) days, notices sent to the addresses set out herein shall be deemed to have
been duly served on the recipient Party and shall yield all consequences of a
valid notice. Any notice, approval, permission, and other message shall be
effective as of its date of notification, unless another date is construed as
per its content.
8.6. Parties shall not transfer its rights and liabilities under this
Agreement fully or partially to any third party, without prior written consent
of the other Party.
8.7. If there is any conflict between the terms of this agreement,
Turkish clauses shall be valid.
8.8. The terms of this Agreement shall be governed by the Laws of the
Turkish Republic.