Distance Sale Contract

DISTANCE SALES CONTRACT

1. ARTICLE: PARTIES

 

This Distance Sales Agreement ("Agreement") has been concluded between the Seller and the Buyer, as specified below, within the framework of the www.b2b.minipodyu.com ("Website") system established for the remote marketing of goods or services, without the simultaneous physical presence of the Seller and the Buyer, including the use of remote communication tools until the establishment of the contract between the parties, including the moment of establishment, for the sale of the product/products specified in Article 2.

TITLE	:	Minipodyum Grup Konfeksiyon Ltd. Şti.
ADDRESS	:	Duaçınarı Mah. Vişne Cad. Dahi Sk. No:10/1 Yıldırım/Bursa/Türkiye
FAX	:	+90 224 363 7453
PHONE	:	+90 224 363 7453
E-MAIL	:	contact@minipodyum.com

1.2. CUSTOMER INFORMATION (Hereinafter referred to as "CONSUMER BUYER.")

The Customer (Buyer) is the natural person consumer who makes purchases from the Seller's website www.b2b.minipodyum.com. The address and contact information provided by the buyer in the invoice and communication information are taken as basis.

 

1.3. LEGAL ENTITY CUSTOMER INFORMATION (Hereinafter referred to as "LEGAL ENTITY BUYER.")

The Customer (Legal Entity Buyer) is the legal entity making purchases from the Seller's website www.b2b.minipodyum.com. The address and contact information provided by the legal entity buyer in the invoice and communication information are taken as basis.

 

In this Agreement, the term BUYERS is used to refer to CONSUMER BUYER and LEGAL ENTITY BUYER jointly for the provisions common to CONSUMER BUYER and LEGAL ENTITY BUYER.

 

2. SUBJECT MATTER OF THE AGREEMENT, PRODUCT, PRICE, PAYMENT, AND DELIVERY

 

2.1. The type, quantity, brand/model, color, unit price, payment method, and other relevant information at the time of order completion constitute the content of the product.

2.2. This Agreement regulates the rights and obligations of the parties regarding the sale and delivery of the products/services ("Product/Products") specified below, which the BUYER desires to purchase by placing an order on the SELLER's website, and other matters. After the BUYER approves this Agreement on the WEBSITE, the price and expenses of the Product(s) ordered are collected by the chosen payment method.
2.3. The type and kind of products (goods/services), quantity, brand/model, color, unit price(s), sales price, payment information, and delivery information, including the delivery address provided by the BUYERS, constitute the information at the time of order completion.

 

3. PRE-INFORMED MATTERS OF THE CONSUMER BUYER

 

The CONSUMER BUYER acknowledges, before placing an order or assuming payment obligations on the WEBSITE, having been informed by examining and reviewing the relevant pages of the WEBSITE along with all associated general-specific content and explanations regarding the following matters:

 

• The Seller's title, MERSIS number, contact information, and current identifying information,
• Appropriate tools-methods for correcting incorrectly entered information during the purchase process from the WEBSITE,
• Electronic communication information where information about the Professional Chamber (Istanbul Chamber of Commerce) to which the SELLER belongs and the professional behavior rules prescribed by it can be obtained (Phone: 4440486, ito.org.tr),
• Confidentiality applied by the SELLER for CONSUMER BUYER information, data usage-processing, electronic communication rules with the CONSUMER BUYER, permissions granted by the CONSUMER BUYER to the SELLER in these matters, CONSUMER BUYER's statutory rights, SELLER's rights, and procedures for exercising the rights of the parties,
• Shipping restrictions specified by the SELLER for the products,
• Accepted payment methods-tools by the SELLER for the products, basic characteristics-qualities of the products, total price including taxes (total amount to be paid by the CONSUMER BUYER to the SELLER including relevant expenses),
• Information about the methods of delivery of the products to the CONSUMER BUYER and transportation-delivery-cargo costs, and information that additional expenses may be paid if they cannot be calculated in advance,
• Information about other payment/collection and delivery information related to the products, commitments-responsibilities of the parties in this regard, deposits or other financial securities that must be paid or provided by the CONSUMER BUYER upon request of the SELLER, and terms related to them,
• Products and other goods-services for which the CONSUMER BUYER does not have the right of return,
• Conditions, period, and procedure for using the right of return by the CONSUMER BUYER in cases where the right of return exists, and the CONSUMER BUYER will lose the right of return if not used within the specified period,
• In cases where the products have the right of return, if the product is damaged or altered due to not being used in accordance with the usage instructions, normal operation, or technical specifications within the product return period, the CONSUMER BUYER's return request may not be accepted, and in any case, the CONSUMER BUYER will be liable to the SELLER, and the SELLER may offset the appropriate amount against the refund to be made to the CONSUMER BUYER based on the damage or change accepted by the SELLER,
• How the CONSUMER BUYER can return the products to the SELLER in cases where the right of return exists and all relevant financial matters (return methods, including expenses),
• If the CONSUMER BUYER is a legal entity, the CONSUMER BUYER cannot use "consumer rights" for products purchased for commercial or professional purposes (bulk purchases are considered to be of this nature in any case),
• All other sales conditions included in this Agreement and this Agreement, which, after being approved by the CONSUMER BUYER on the WEBSITE, is sent to the CONSUMER BUYER via email, hence accepted by the CONSUMER BUYER.
  • The contact information to which the CONSUMER BUYER can communicate their complaints to the SELLER in case of disputes, and legal remedies according to the relevant provisions of Law No. 6502 can be directed to District/Provincial Arbitration Committees and Consumer Courts.

 

4. ARTICLE: RIGHT OF WITHDRAWAL OF THE CONSUMER BUYER

4.1. In accordance with Law No. 6502 on the Protection of the Consumer and the Distance Contracts Regulation dated November 27, 2014, the CONSUMER BUYER has the right to withdraw from the contract without stating any reason and without paying any penalty within fourteen (14) days from the delivery date of the Product.

4.2. The withdrawal period for the Service starts from the day the Contract is established; for the Product, it starts from the day the CONSUMER BUYER or a third party designated by the CONSUMER BUYER receives the Product. However, the CONSUMER BUYER can also exercise the right of withdrawal during the period from the establishment of the Contract until the delivery of the Product.

4.3. In determining the withdrawal period:

• For a Product consisting of a single item delivered separately, the day the CONSUMER BUYER or a third party designated by the CONSUMER BUYER receives the last item;
• For a Product consisting of multiple parts, the day the CONSUMER BUYER or a third party designated by the CONSUMER BUYER receives the last part;
• For cases where the Product is regularly delivered over a certain period, the day the CONSUMER BUYER or a third party designated by the CONSUMER BUYER receives the first item shall be considered.

4.4. In cases where the delivery of the Product and the provision of the Service are together, the provisions regarding the right of withdrawal related to the delivery of the Product shall apply.

4.5. The CONSUMER BUYER is obliged to notify the SELLER in writing or through a durable medium of their decision to exercise the right of withdrawal before the expiration of the withdrawal period.

4.6. Unless the SELLER has offered to take back the goods themselves, the BUYER must return the Product to the SELLER within fourteen (14) days from the date they have notified the exercise of the right of withdrawal. The BUYER shall return the Product.
4.7. Upon returning the Product to the SELLER, the CONSUMER BUYER must return it complete and intact, with its packaging, protective, additional, and complementary accessories, and, if any, the warranty certificate, user manual, and all legally required documents, along with the invoice issued for the Product.

4.8. The SELLER is obliged to refund all payments received, including the delivery costs to the CONSUMER BUYER, within fourteen (14) days from the date the notification of the exercise of the right of withdrawal reaches them.

4.9. The CONSUMER BUYER shall not be responsible for any changes or deterioration occurring if the Product is used in accordance with its operation, technical specifications, and user manual during the withdrawal period. The CONSUMER BUYER acknowledges and declares that they are responsible for any changes or deterioration caused by the use contrary to this provision, and the Buyer has the right not to accept the returned products that have undergone such changes or deterioration.

4.10. The SELLER agrees and declares to make all refunds mentioned in Article 4.3 to the CONSUMER BUYER's payment method used at the time of purchase, without imposing any expense or obligation on the CONSUMER BUYER.

4.11. If the CONSUMER BUYER returns the Product through the carrier specified for return in the pre-informed form by the SELLER, subject to exceptions specified in the Contract, the CONSUMER BUYER is responsible for covering the return costs up to the delivery costs related to the return, without exceeding the return expense. If the SELLER did not specify any carrier for return in the pre-informed form, no charge can be requested from the CONSUMER BUYER for the return expense. If the carrier specified for return in the pre-informed form does not have a branch in the location of the CONSUMER BUYER, the SELLER is obliged to ensure that the Product to be returned is collected from the CONSUMER BUYER without any additional expense. If the carrier specified for return in the pre-informed form has a branch in the location of the CONSUMER BUYER, but the CONSUMER BUYER returns the Product with a different carrier, the CONSUMER BUYER must bear the return costs. 4.11. Situations Where the Right of Withdrawal Cannot Be Exercised: The CONSUMER BUYER cannot exercise the right of withdrawal for products whose prices depend on fluctuations in financial markets and are not under the control of the seller or provider, products prepared according to the consumer's requests or personal needs (products personalized/customized by making changes and additions to meet individual/personal needs), perishable or products with an expiration date that may expire, products whose protective elements such as packaging, tape, seal, package have been opened after delivery, products unsuitable for return due to health and hygiene reasons after delivery, products that have been mixed with other products after delivery and cannot be separated due to their nature, products related to books presented in physical form, digital content, and computer consumables when their protective elements such as packaging, tape, seal, package have been opened after delivery, products related to the delivery of periodicals such as newspapers and magazines, excluding those provided under a subscription agreement, products related to accommodation, goods transportation, car rental, food and beverage supply, and leisure or entertainment purposes, products related to the utilization of leisure time made at a certain date or period, and services delivered instantly in electronic medium or non-material products delivered instantly to the consumer; in case of purchasing these products, the CONSUMER BUYER cannot exercise the right of withdrawal.

 

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The BUYERS acknowledge and undertake that all information provided to the SELLER, including their identity, contact, and address information, under this Agreement is accurate. The parties agree that the SELLER shall not be responsible for any failure to fulfill its obligations arising from the Agreement due to the provision of incorrect information, and they accept and declare that the BUYERS are responsible for compensating the SELLER for any direct and indirect damages incurred by the SELLER due to the incorrect information provided.

5.2. An approval email is sent to the email address provided by the BUYERS for post-sale order confirmation, and this email includes pre-informations and this Agreement. The BUYERS can access and review this email by saving it to their device. Furthermore, this email is kept in the systems of the SELLER for a period at the discretion of the SELLER.

5.3. Necessary measures for the security of the information and transactions entered by the BUYERS on the WEBSITE have been taken in the system infrastructure on the Seller's side, depending on the nature of the information and transaction, within the technical possibilities of today. However, since this information is entered from the BUYERS' device, it is the responsibility of the BUYERS to protect and secure them, and they must take precautions against unauthorized access to their devices. Sellers' responsibility for taking necessary precautions, including protection against viruses and similar harmful applications, to prevent unauthorized access by individuals lies with the BUYERS.

5.4. As a rule, the price of the Product is paid in advance. If the BUYERS do not fully pay the price of the Product to the SELLER, the SELLER has the unilateral right to terminate the Agreement and not deliver the Product. In case the Bank/financial institution to which the credit card used in the transaction belongs fails to pay the price of the Product to the Seller or requests a refund of the amount paid for any reason after the delivery of the Product, provided that the Product is not a personalized/customized Product, it shall be returned to the SELLER by the BUYER within 3 days at the latest. If the Product price is not paid due to any fault or negligence of the BUYERS, the shipping costs shall be borne by the BUYER. In particular, in the case of products that are personalized/customized and cannot be returned, the SELLER has the right to demand the price of the Product from the BUYERS without accepting the return and to initiate enforcement proceedings, litigation, and other legal follow-up processes for the collection of the Product price along with interest. In case of default by the BUYERS, default interest shall be applied monthly in accordance with the prevailing laws.

5.5. In orders paid by wire transfer, the BUYERS are responsible for specifying themselves as the recipient, selecting the bank they want to send the wire transfer to, writing the order number in the explanation section, and if sending the Product price from an ATM, specifying the phone or TC identification number in the billing address section. The BUYERS are responsible for the service fee deducted by the bank/financial institution in case of Product return, and the BUYERS cannot request a refund of this amount from the SELLER.

5.6. If the payment made by the BUYERS through any bank or payment institution within the scope of this Agreement is canceled by these institutions, cannot be realized due to reasons originating from these institutions, including sending error codes related to payment, the SELLER's obligation to fully and accurately deliver the Product arising from the Agreement will be terminated.

5.7. If the BUYERS request the delivery of the Product to third parties, the SELLER shall not be liable if the third parties avoid receiving the Product. In case the BUYERS are not present at the address at the time of delivery and the persons at the address refuse the delivery, the SELLER shall be deemed to have fulfilled its obligation in this regard. If there is no one to receive the delivery at the address, it is the responsibility of the BUYERS to contact the shipping company to track the shipment. If the Product is to be delivered to someone/organization other than the BUYERS and the recipient is not present at the address or refuses the delivery, the SELLER cannot be held responsible. In these cases, any damages resulting from the delayed receipt of the Product by the BUYERS shall be borne by the BUYERS.

5.8. If the SELLER provides information about the delivery date of the Product via the Pre-Information Form, the SELLER agrees to deliver the Product to the CONSUMER BUYER in full and on time according to the given dates. If the Seller does not specify the delivery date in the Pre-Information Form, the SELLER agrees to deliver the Product to the CONSUMER BUYER within 30 (thirty) days from the date of conclusion of this Agreement. If the Product is not delivered on time according to the conditions specified in this article, the CONSUMER BUYER has the right to terminate the Agreement.

5.9. If the BUYERS are not present at their address at the time of delivery and the persons at the address refuse the delivery, the SELLER shall be deemed to have fulfilled its obligation in this regard. In case there is no one to receive the delivery at the address, it is the responsibility of the BUYERS to contact the shipping company to track the shipment. If the Product is to be delivered to someone/organization other than the BUYERS and the recipient is not present at the address or refuses the delivery, the

 

SELLER cannot be held responsible. In such cases, any damages resulting from the delayed receipt of the Product by the BUYERS shall be borne by the BUYERS. SELLER cannot be held responsible. In such cases, any damages resulting from the delayed receipt of the Product by the BUYERS and any expenses incurred due to the Product remaining in the shipping company and/or being returned to the SELLER shall be borne by the BUYERS.

5.10. BUYERS are responsible for inspecting the Product upon delivery and, if they notice any problems with the Product due to shipping, they must refuse to accept the Product and draw up a report with the shipping company representative. Otherwise, the SELLER will not accept any responsibility.

5.11. Unless otherwise specified in writing by the SELLER, the BUYERS must have fully paid the price of the Product before taking delivery of it. In cases of cash sales, if the full price of the Product has not been paid to the SELLER before delivery, or if the due installment amount has not been paid in installment sales, the SELLER may unilaterally cancel the contract and refuse to deliver the Product. If, after the delivery of the Product, for any reason, the bank/financial institution to which the credit card used in the transaction belongs does not pay the price of the Product to the SELLER or requests a refund of the amount paid, the Product shall be returned to the SELLER by the BUYERS within 3 days at the latest. If the Product price is not paid due to any fault or negligence of the BUYERS, the shipping costs shall be borne by the BUYERS. The SELLER reserves all contractual and legal rights, including the right to follow up on the collection of the Product price without accepting the return. To avoid any doubt, when the BUYERS pay the sale price using credit cards, installment cards, etc., provided by banks (including financial institutions), all facilities provided by these cards for credit and/or installment payment options are directly provided by the issuing institution; within this framework, transactions realized by the SELLER collecting the price in installments or at once are not considered as credit or installment sales, but as cash sales. The SELLER's legal rights in cases deemed to be installment sales by law (including the right to terminate the contract if installments are not paid and the right to demand payment of the remaining debt with default interest) are available and reserved within the relevant legislation. In case of default by the BUYERS, default interest shall be applied monthly in accordance with the prevailing laws.

5.12. If it is understood that the SELLER cannot supply the Product due to extraordinary (force majeure) circumstances beyond normal sales/delivery conditions (such as adverse weather conditions, heavy traffic, earthquake, flood, fire, war, terrorism, etc.), and the Product cannot be delivered within the legal maximum period of 30 days, the SELLER informs the CONSUMER BUYER regarding the delivery. In this case, the CONSUMER BUYER may cancel the order, order a similar product, or wait until the end of the extraordinary situation.

5.13. If the SELLER realizes that it cannot supply the Product subject to the Contract, it shall inform the BUYERS in writing within three (3) days of learning this fact, and may procure another good/service of equal quality and price, and fulfill its commitment under the Contract in this way, with the written or oral consent of the BUYERS, provided that the consent is obtained in accordance with the law. The BUYERS are completely free to give or not to give such consent, and in case of non-approval, contractual and legal provisions regarding order cancellation (contract termination) shall apply.

5.14. In cancellations and contract terminations, including lawful returns, if the Product price has been collected, it shall be refunded to the CONSUMER BUYER within a maximum of 14 days. The requirements of the following rule are reserved. The refund shall be made to the CONSUMER BUYER using the payment method used by the BUYERS to pay the Product price to the SELLER. For example, in credit card payments, the refund process is also made to the CONSUMER BUYER's credit card, and the amount of the Product is refunded to the relevant bank after the order is canceled by the CONSUMER BUYER in the same period; since the reflection of this amount into the accounts of the CONSUMER BUYER is entirely related to the bank transaction process, the CONSUMER BUYER agrees in advance that the SELLER cannot intervene and assume any responsibility for possible delays (bank processes for reflecting the refund to the CONSUMER BUYER's account can take up to three weeks). SELLER has the right to offset, discount, and reduction for the refundable amount, which arises from this Agreement and the law. The CONSUMER BUYER's statutory rights regarding cases where the contract is terminated by the CONSUMER BUYER due to the SELLER's non-performance are also reserved and available.

5.15. BUYERS can report their requests and complaints regarding the Product and the sale by contacting the SELLER through the communication channels provided by the SELLER in the introduction section of the Contract, verbally or in writing.

5.16. Since the information is sent to the email address provided by the BUYERS after acceptance, the said Information and this Contract can be accessed and reviewed at any time by saving and storing the said email on the device. Furthermore, it is preserved in the systems of the SELLER for a period determined by the SELLER.

5.17. In the resolution of any disputes arising from or related to this Agreement and/or its implementation, the records of the SELLER (including records in magnetic media such as computer-audio recordings) constitute evidence; the parties' rights arising from relevant mandatory legal regulations in this regard are valid and reserved.

5.18. In orders where bank transfer is selected as the payment method, the BUYERS are required to fill out and submit the "Bank Transfer Notification Form" to inform the SELLER about the payment after making the payment for the order. The "Bank Transfer Notification Form" is a form indicating that the buyer has paid the amount of the product/products purchased to the seller and ensures that the transactions related to the order are carried out more quickly and accurately at the seller's end. The SELLER cannot be held responsible for any delays due to the failure of the BUYERS to fill out this form after making the payment via bank transfer, or for filling it out incompletely/incorrectly.

 

6. PROVISIONS REGARDING LEGAL ENTITY BUYERS

6.1. LEGAL ENTITY BUYERS acknowledge and declare that they have the right to apply to the SELLER within 2 (two) days from the Delivery Date for visible defects in the Products, within 8 (eight) days from the Delivery Date for defects that may arise from examination, and within 1 (one) year from the Delivery Date for hidden defects. In the event that the SELLER determines that the products supplied are not in compliance with the order request or are defective due to its gross negligence, it shall take back the non-compliant/defective products, supply and deliver products that comply with the order/defect-free. LEGAL ENTITY BUYERS are exclusively responsible for defects and damages caused by their improper treatment and storage, and other faults of LEGAL ENTITY BUYERS. LEGAL ENTITY BUYERS do not have the right to terminate the Contract or claim compensation based on defects in the Products.

6.2. The Delivery Time indicated on the INTERNET SITE represents an approximate period. This delivery time is determined according to the supply times of the products subject to the Contract from the Manufacturer located abroad. In case the Manufacturer does not deliver the products subject to the Contract to the SELLER within the time notified for delivery, the delivery time will be postponed for as many days as the Manufacturer is delayed. Unless otherwise specified on the INTERNET SITE, all transportation costs related to the delivery of the Products to the delivery address belong to the LEGAL ENTITY BUYER.

6.3. LEGAL ENTITY BUYERS are responsible for the risks during the return of the Products to the SELLER in case of delivery of the Products to the LEGAL ENTITY BUYER and the rejection or return of the Products by the LEGAL ENTITY BUYER. The ownership of the Products passes to the LEGAL ENTITY BUYER upon payment of the product price to the SELLER. In this case, the right of the SELLER to indemnify for damages is reserved.

6.4. Order returns invoiced to institutions (legal entities) will not be accepted if the Return Invoice is not issued. 7. CONSUMER BUYER'S LEGAL RECOURSE METHODS - AUTHORIZED JUDICIAL AUTHORITIES

 

In disputes arising from this Agreement, within the monetary limits determined and announced annually by the Ministry of Customs and Trade, Consumer Arbitration Committees in the provinces and districts are competent and authorized, and in cases exceeding these limits, Consumer Courts are competent. Within this framework, the CONSUMER BUYER may apply to the Arbitration Committees and Consumer Courts in the place of residence of either themselves or, if they wish, the SELLER. Both the aforementioned preliminary information and this Agreement are also sent to the electronic mail address (email) provided by the CONSUMER BUYER to the SELLER, and confirmation of the order received, along with the summary of the order, is separately included in the said electronic mail.

 

8. EFFECTIVENESS

 

BUYERS acknowledge and declare that they have read all the conditions and explanations written in the order-contract preliminary information, which constitutes an integral part of this contract consisting of a total of eight articles, and are aware of all the essential characteristics and qualities of the Product subject to sale, the sales price, payment method, delivery conditions, information-disclosures about the SELLER and the product subject to sale, including the right of withdrawal and personal information, all written in this Agreement, and have seen all of these in the MINIPODYUM electronic environment, and by giving electronic approval to all of these, they accept the provisions of this Agreement and order the Product.