General Terms and Conditions of the Wholesale Dealership Agreement

1. Parties and Scope

This document sets out the general terms and conditions governing the wholesale dealership relationship between Simkon İletişim (the "Company") and any individual or legal entity that purchases the Company's products at wholesale for resale (the "Dealer"). A separate dealership agreement based on these general terms may be signed for each approved dealership application; in the event of any discrepancy, the signed agreement prevails.

2. Nature of the Dealership Relationship

The Dealer acts independently, in its own name and on its own account; no agency, partnership, representation or employment relationship is created between the parties. The Dealer may resell the Company's products at prices and on terms it determines, provided that it does not engage in sales or marketing practices that damage the brand's image, mislead consumers, or violate applicable law.

3. Orders, Delivery and Stock

Orders are placed in writing (via the B2B order system, e-mail or an authorised sales representative) and become binding upon the Company's confirmation. Delivery times vary depending on the product category and stock availability; the Company is not liable for delays caused by force majeure or supply chain disruptions. Products must be inspected for quantity and visible damage upon delivery, and any non-conformity must be reported to the Company within 48 hours of delivery.

4. Pricing, Invoicing and Payment Terms

Price and VAT: Wholesale prices applied to the Dealer are determined based on the current price list and any special commercial terms agreed; all prices include VAT calculated in accordance with applicable legislation.

Invoicing is mandatory: An e-invoice or e-archive invoice compliant with applicable legislation is issued for every sale made by the Company. No delivery of goods or collection of payment is made without a corresponding invoice; the Dealer likewise undertakes to make payments only against an invoice issued in its name.

Method of payment: Payments are made by bank transfer/EFT to the Company's official corporate bank accounts, or via any other registered payment method notified by the Company in writing. Cash payments collected in person on behalf of the Company or its personnel are not accepted; a Dealer receiving such a request must report it to the Company immediately.

Due date and late payment: The payment due date is stated on the invoice or in the dealership agreement. Overdue balances are subject to the statutory default interest rate, and the Company reserves the right to suspend new shipments to a Dealer with overdue balances until payment is made.

Reconciliation: The Company periodically sends current account reconciliation statements; if the Dealer does not raise a written objection within 7 business days of receipt, the balance is deemed final.

5. Warranty, Returns and Service

Products are covered by warranty for the period and under the conditions set out in applicable legislation and the warranty document supplied with the product. Products found defective due to a manufacturing fault are processed in accordance with the Company's return/exchange procedure. Faults arising from misuse, improper storage or unauthorised intervention by the Dealer are excluded from warranty coverage.

6. Brand Use and Intellectual Property

The Simex, Jopus and Mytell brands and logos, together with all visual and written materials belonging to the Company, are the Company's intellectual property. The Dealer may use these brands solely for the promotion and sale of the products, in accordance with the Company's written approval; the right to use the brand terminates automatically upon termination of the dealership relationship.

7. Confidentiality

The parties agree not to disclose to third parties any price lists, discount rates, commercial terms or other confidential information obtained within the scope of the dealership relationship, and to use such information solely for the performance of that relationship. This obligation survives termination of the dealership relationship.

8. Term and Termination

Unless otherwise agreed in writing, the dealership relationship is established for an indefinite term. Either party may terminate the relationship at any time by written notice to the other. In the event of a breach of payment obligations, conduct damaging the brand's reputation, or a violation of the principles set out in this document, the Company may terminate the relationship for just cause without awaiting the notice period; payment obligations accrued up to the termination date remain in effect.

9. Dispute Resolution

The courts and enforcement offices of Konya, Türkiye, have jurisdiction over disputes arising from this document or the dealership relationship. The parties agree to make good-faith efforts to resolve any dispute through mutual discussion in the first instance.

10. Amendments and Contact

The Company reserves the right to amend these general terms and conditions; the current version is published on this page. For questions, please contact us at info@simkon.com.tr.