Franchise Agreement
HAS DEVELİ BAKLAVACI GIDA TİC.LTD.ŞTİ.
FRENCHISE AGREEMENT
Article 1- The Parties; On the one hand, Bekir TOPÇU with the address “HAS DEVELİ BAKLAVACI GIDA TİC.LTD.ŞTİ” (hereinafter referred to as the “COMPANY”) and on the other hand …………………………………………… …………………………………………………………………………………………..…..……. Addressed (hereinafter referred to as the "Dealer") have agreed to make a dealership agreement between them under the following conditions.
Article 2- Subject of the Agreement;
“HAS DEVELİ BAKLAVACI GIDA TİC.LTD.ŞTİ.” produced and/or produced by the COMPANY and specified in the order form by the dealer. With the sale of the branded commodity by the COMPANY to the dealer, the period specified in the contract through the dealer channel of the commodity; It consists of determining the sales principles and mutual relations of the parties in the country, region or point areas.
The dealership and name fee is …………………………….
Article 3 – Definitions;
3.1. Trademark “HAS DEVELİ BAKLAVACI GIDA TİC.LTD.ŞTİ.” specified in the annex (22) of this contract. All definitions, images, logos,
3.2. Commodities are the products and product series determined in writing with the order form during the contract.
3.3. Dealer is the other party of this contract and is the person who buys the commodity from the COMPANY and sells it in its own store.
3.4. Store Below is the title of the provisions ……………………. It is a ………………………………………..……………. store decorated in accordance with the conditions written in Article
3.5. The Order Form is the list of commodities approved by the COMPANY, showing the order quantity and amount given by the Dealer.
Article 4- Trademark Infringement and Counterfeiting;
The dealer, in no way or for any reason, "HAS DEVELİ BAKLAVACI GIDA TİC.LTD.ŞTİ." It cannot use its trademark other than the purpose specified in the contract, and cannot make it available to third parties. “HAS DEVELİ BAKLAVACI GIDA TİC.LTD.ŞTİ.” In case of any violation or imitation of the trademark by third parties or similar cases, the Dealer must notify the COMPANY in writing. In such cases, legal proceedings are carried out only by the COMPANY.
Article 5- Region;
5.1. The COMPANY shall deliver the contracted products to the Dealer for sale in its region.
The boundaries of the region have been determined together as follows.
5.2. The COMPANY shall not directly sell to the Dealer in a competitive manner, excluding mass consumption places, in the region specified in the third article.
5.3The dealer should concentrate all its active sales effort in its own region. For this reason, it should not cause a division of power by actively operating in the regions of other dealers. In order to achieve this purpose, the 5.1. Assigning sub-dealers outside the region defined in the article, opening a branch, establishing a distribution warehouse, etc. It is prohibited to follow active sales policies with behavior.
5.4. The dealer will receive the contractual goods only from the COMPANY.
Article 6- Store Decoration;
6.1. Shopping centre
6.1.1. The dealer must present the title deed or lease agreement of the store to be determined by the COMPANY to the COMPANY. The rent of the store, contribution to the apartment expenses, electricity, water, telephone and other expenses and all kinds of taxes, duties and fees belong to the dealer.
6.2. Decoration
6.2.1. In accordance with the plan specified in the annex (22) of this contract, the decoration of the store, the change of store decoration and window design at least .......... All kinds of expenses and expenses and other expenses related to the dealer belong to the dealer.
6.2.2. In this contract, the dealer is obliged to apply the store decoration plan exactly, to decorate the store according to this plan, to purchase decoration materials from third parties to be determined by the COMPANY, or to purchase and use the material to be imported by the COMPANY, in case the store is redecorated or the existing material is repaired, in accordance with the above conditions. agrees to comply. The box and packaging materials must be purchased from the dealer Company.
6.2.3. The COMPANY has the right to inspect the shop windows and change the arrangement of the showcase products that it does not deem appropriate. The dealer cannot make any additions or changes to the store decoration, write on the display windows, hang signs, signboards or the like without the written consent of the COMPANY.
6.2.4. The COMPANY may request that the decoration of the store be changed. In this case, the dealer will make his store suitable for the new decoration plan to be prepared unilaterally by the COMPANY within a month, provided that the decoration expenses are at his own expense.
6.2.5. The COMPANY shall submit to the dealer its contract, which includes all the details of the store decoration, under the name of the decoration contract.
Article 7- Sub-Dealership;
7.1. Contract This contract is a dealership contract. All, part or any of the provisions of the contract, dealership, agency, brokerage, brokerage, attorney, frenchise does not grant a partnership right, nor does it give the right to interpret this agreement as a contract related to the above-mentioned issues or as a contract other than the dealership contract.
7.2. The Transfer Dealer cannot transfer this contract to third parties in whole or in part, and cannot form partnerships with third parties in order to implement the provisions of this contract.
7.3. New Dealerships This contract does not give the dealer a monopoly right in any region, province, district or neighborhood. The COMPANY has the right to establish new dealerships, agencies, brokerages, partnerships, to open stores or stores in its own name or on behalf of third parties in any province, district or locality it wishes. The COMPANY may transfer its rights arising from this contract partially or completely to third parties, and may establish partnerships with third parties regarding this contract.
7.4-The dealer cannot assign sub-dealerships within the region allocated to him.
7.5-If the dealer does not fulfill this request unfairly, the COMPANY may terminate this contract.
Article 8- Prohibition of Competition;
The dealer may not directly or indirectly engage in the production of products that may compete with the products subject to the contract, nor may it purchase, sell or distribute such goods. It cannot advertise or contribute to products that compete with the products subject to the contract. In case the dealer is a legal person, the prohibition of competition also applies to its partners.
Article 9- Advertisements;
The dealer has to carry out advertising and other sales promotion activities in order to increase sales in its own region. Advertising means such as signboards, posters, billboards, lighted boards that the dealer will use for advertising purposes cannot be contrary to the standards determined by the COMPANY. The COMPANY has the right to inspect whether the advertising media complies with its own standards. If the Dealer requests these, the COMPANY will assist them, but the expenses will be paid by the Dealer.
Article 10- Orders and Delivery;
Orders must be notified in advance of sufficient time for the COMPANY to plan its production. This period is at least 5 days before the delivery date. Within this period, the orders will be prepared by the COMPANY and will be made available for the Dealer to receive. Delivery is made from the factory warehouse. Transportation expenses, any damage that may occur to the goods during transportation belongs to the dealer.
In cases where the dealer wants the goods to be transported by the COMPANY, the sale is deemed to have been made as factory delivery; The provisions of the previous paragraph shall apply in this case as well.
The COMPANY cannot be held liable in case of delay in delivery due to extraordinary reasons or excessive demand due to insufficient stocks, unexpected situations such as strikes, technical malfunctions, and other reasons beyond the COMPANY's control.
Article 11- Quality Guarantee;
Damages arising from not producing the contracted products in accordance with the quality and standards stipulated in the legislation belong to the COMPANY. In so far, the Reseller is responsible for damages arising from its own fault, such as non-compliance with the Seller's storage conditions or expiry times.
The costs of the damaged goods due to production rights will be paid by the COMPANY.
Article 12- Transfer of Contractual Rights and Obligations;
The parties cannot transfer their rights and obligations arising from this contract to third parties, even partially, without the consent of the other party. The other party may refrain from giving such consent based on justifiable reasons.
This provision does not prevent the contractual goods from being produced or distributed by the COMPANY to a third enterprise.
Article 13- Payment Conditions;
The costs of the goods purchased by the dealer are taken in advance. The COMPANY is free to make terms or not depending on the business volume and credibility of the dealer. In the presence of justifiable reasons, the COMPANY may return to work in advance with the dealer it is working with on credit.
In case of dispute, the COMPANY's books will constitute definitive evidence.
In case of working in this way, the Dealer will not have an open account, the dealer will close the open account by check or promissory note. If the payments are delayed by 1 month, it will cause the termination of the contract without notice.
The rate of increase in the 1st class baklava market in Mersin will be applied to the dealer immediately as a percentage.
Article 14- Supervision and Assistance;
The COMPANY can work in the regions it deems appropriate to help the dealers increase their sales in their own regions. The dealer will assist the COMPANY officials in carrying out such works.
The dealer cannot sell any products other than the products determined by the company. The company has to sell all the products it has determined and the dealer cannot avoid selling these products.
The COMPANY may conduct inspections and provide opinions and recommendations to the dealer in order to ensure that the dealers comply with the technical standards in particular.
Article 15- Duration of the Contract;
The contract has been concluded for ……………….years. During this period, unless the parties declare that they want to extend the contract 3 months before the expiry of the contract period, the contract expires at the end of the period.
Article 16- Termination of Contract;
In case of termination of the contract before the expiry of the contract without a justified reason, the party that terminates the contract shall pay a penalty of “10.000 USD” in addition to paying all kinds of damages to the other party.
Transactions that will cause the brand to lose value are grounds for the rightful termination of the contract by the company. The dealer cannot refrain from using the signage and other determining factors during this period, otherwise it is deemed to have accepted the penalty of "10,000 USD" by signing the contract.
Article 17- Termination for Justified Reasons;
If the contract is terminated due to the acts of the other party in breach of the contract, the party acting in breach of the contract shall pay all the damages incurred by the other party and shall also pay “10.000 USD” as a penal clause.
The dealer's failure to comply with the standards, delay in paying its debts, dealing with the sale or production of competing products, following active commercial policies directly or indirectly outside its own region, behaving that harms the image of the products subject to the contract, and failing to fulfill other obligations imposed by this contract are justifiable grounds for termination of the contract. It is considered.
Article 18- Termination of Contract for Other Reasons;
If the dealer dies or becomes inoperable, the contract is terminated by the COMPANY. In case of death, the COMPANY is completely free to continue with the heirs.
Article 19- Effective Court and Enforcement Office in Case of Dispute;
This contract was signed on the date of ……./….…./……..….…………………..……. In case of dispute, MERSIN Courts and Enforcement Offices are authorized.
Article 20- The addresses of the parties are the addresses written below next to their names and titles. These addresses are considered as the legal place of residence of the parties. All kinds of notices and warnings between the parties are deemed valid by being made to these addresses.
Article 21 – This contract has been signed in the presence of the named lawyer. A copy of the contract will remain with the attorney.
Article 22- Monitoring and tracking of the dealer over Static IP will be monitored by Akaroğlu Baklava and it is deemed to have accepted to be recorded.
ATTACHMENTS
1.Payment Protocol
2.Letter of Guarantee
3. Dealer Agreement and Changes to the Articles of Association
4.Dealer's Signature Circular
5. Photocopy of Dealer's Tax Certificate
6.Dealer's Chamber of Commerce Registry Registration
7. Deed or Rental Agreement of the Dealer's Store
8.Store Decoration Plan (Relieve+Electrical And Air Pro+Furniture Floor+Wall and Computer Equipment Definitions+Alarm and Other……)
9. Documents of Store Insurance
10. Order Forms
11. “HAS DEVELİ BAKLAVACI GIDA TİC.LTD.ŞTİ.” All definitions, images, logos related to the brand
COMPANY FRANCHİSE COMPANY LAWYER
BEKİR TOPÇU İSMAİL GÖKMEN
