Burcu Pektaş

 DISTRIBUTORSHIP CONTRACT    Under the terms stated below, a distributorship contract has been concluded between BEKÇİOĞLU MOBİLYA SANAYİ TİCARET A.Ş. (hereinafter referred to as “MANUFACTURER”) located in Maden Altı İzmir Yolu Küme Evler No: 26/1 Kemalpasa, Izmir and KAYSERİ DOORS (hereinafter referred to as “DISTRIBUTOR”) located in P.O. Box 1790 Al-Khuwair, Sultanate of Oman.   1.      Territory and Products:   1.1.  The Distributor is the sole seller of all the Products produced by the manufacturer (hereinafter referred to as "PRODUCTS") in the Sultanate of Oman (hereinafter referred to as "TERRITORY").   2.      Goodwill Rules and Fair Trade: 2.1.   The Parties shall comply with goodwill rules and fair trade principles while fulfilling their obligations under this Contract. 2.2.   All contracts to be concluded between the parties in connection with the terms of this contract and the distributorship relationship shall be based on goodwill rules.   3.      Tasks of DISTRIBUTOR:   3.1.   The distributor sells the products produced by the manufacturer within the territory on its own behalf and for its own account. 3.2.  The distributor undertakes to make the best efforts to sell the products in the territory in accordance with the policies of the manufacturer and to best protect the rights and interests of the manufacturer with in its capacity as a responsible company.   4.      Non-Competition Condition:   4.1.  The Distributor shall not engage in representation, production, marketing and sales activities in the territory related to any other product which may compete with the products covered by this contract without the prior written consent of the manufacturer. 4.2.  The distributor has the right to represent, manufacture, market and sell any other product that is not in competition with the products, provided that it informs the manufacturer in writing. However, it undertakes to not sell or represent products that are similar to the products produced and represented by the manufacturer and products that will compete with these products, together with the signing of this contract. In addition, there is no need for the Manufacturer to be notified if (i) the properties of the products the Distributor wishes to represent, and (ii) activity area of the manufacturer that the Distributor wishes to work with has no relation to the activity area of the Manufacturer. 5.      Sales Organization: 5.1.  In order to fulfill its obligations under this contract, the distributor shall establish the necessary organization for sales and, if necessary, after-sale services for all products in the territory.   6.      Advertisement and Fairs: 6.1.  Parties discuss advertisement and fair-exhibition participation program between themselves before each new year. The advertisement to be made should be tailored to the manufacturer's image and marketing policies. Decided advertisements and fair-exhibition participation budgets are shared by manufacturer and distributors.   7.      Sales Prices and Delivery of Products: 7.1.  The distributor pays the product price to the manufacturer in advance for the products it receives. 7.2.  The manufacturer shall deliver all products ordered on time. The manufacturer can not refuse orders from "Distributor" without any reason; (for example, if it is done with the intent of preventing the Distributor's activities) refusing the orders in violation of the goodwill rules, and the contract shall be deemed violated by the manufacturer, and all liability arising therefrom shall belong to the manufacturer. 7.3.  The manufacturer undertakes to make the utmost effort to deliver the orders received. 7.4.  The sale of the products to the Distributor is subject to the relevant laws of the Republic of Turkey. Disputes arising out of the general and special conditions of this contract shall be settled according to the provisions of the relevant laws. 7.5.  The unit prices to be paid by the distributor for the product shall be calculated taking into account the unit prices and discount amounts that are valid on the date of order receipt by the manufacturer. 7.6.  The distributor undertakes to pay attention to the payment times agreed upon between the parties. The distributor will pay 50% of the total payment with the order and make the remaining payment in advance before the product delivery. 7.7.  The delivery place of the products is the factory of manufacturer. Products travel under the responsibility of the Distributor. 7.8. All taxes and expenses of the products such as FOB,CIF,CFR,CPT,CIP other than the price offered by the manufacturer belong to the distributor.    8.      Sales Goals: 8.1.  The parties mutually determine the sales targets for the following year at the end of each year. 8.2.  The Parties shall make the utmost efforts to achieve the agreed objectives; any deviations that may arise when one of the parties does not acts wrongly in a manner inconsistent with goodwill rules will not constitute that party's breach of contract.   9.      Sub-Dealers or Representatives: 9.1.  The distributor may appoint sub-dealers or representatives to sell the products in the territory. 9.2.  The distributor is responsible for the activities of the sub-dealers and their representatives. 9.3. The responsibility of the sub-dealers and the representatives in respect of their compliance with the provisions of this contract and their activities against the contract belongs to the distributor.  9.4. The distributor shall be deemed to have committed to the objective of forming at least 20 sub-dealerships by- with this contract. 10.  2017 Sales Targets of Distributor: 10.1. June 300 doors July 300 doors August600 doors September600 doors October600 doors November800 doors December 1000 doors 11.  Distributor purchasing prices in 2017: For glass doors with or glassless doors, single price application will be made according to product groups. 4000 PVC Group Door130 $ (Glass Model – Glassless Model) Melamine Group Door110 $ (Glass Model – Glassless Model) Lake Group Door160 $ (Glass Model – Glassless Model) Laminate Group Door140 $ (Glass Model – Glassless Model) KALF Group Door190 $ (Glass Model – Glassless Model)   12.  Informing Manufacturer: 12.1.  The Distributor shall inform the Manufacturer as to their activities, market conditions and competition in the territory as a result of its activities. The Distributor shall respond to any reasonable information request of the manufacturer.   13.  Distribution Prices: 13.1. The distributor is free to determine the sales prices of the products in the territory. However, the Distributor shall not implement pricing policies that will adversely affect the image of the products.   14.  Brands and Symbols of Manufacturer: 14.1. The distributor may use the manufacturer's trademarks, brands and other symbols. However, the Distributor may use them for the purposes of determining the products and advertising in accordance with the application area of the contract and the interests of the Manufacturer. 14.2. The Distributor shall notify the manufacturer of any breach attempt related to the manufacturer’s trademarks, brands, symbols or industrial property rights, and the manufacturer shall take the necessary precautions to prevent such breach. 14.3.The distributor may use the manufacturer's brands and symbols only during the term of this contract, provided that these terms and conditions are fulfilled.   15.  Exclusive Distributorship: 15.1.  Throughout the term of this contract, the manufacturer shall not authorize any other person or entrepreneur (including the manufacturer's subsidiaries) to represent or sell products in the territory. Apart from that, the manufacturer will not sell directly or indirectly to the customers operating in the territory. However, if the 2017 targets stated in this contract are not met, the manufacturer shall have the right to sell products to a 2. (second) representative for the year 2018. 16.  Informing DISTRIBUTOR: 16.1. The manufacturer shall assist the Distributor in preparing brochures, catalogs and technical manuals when fulfilling its obligations under this contract. The printing expenses of the brochures, catalogs and technical manuals shall be covered by the Distributor and all the documents, brochures, catalogs and technical documents to be printed with the brand of the manufacturer shall be approved by the manufacturer beforehand. 16.2. The manufacturer provides reasonable technical and commercial information to the Distributor which may be necessary in fulfillment of its obligations under this contract. 16.3. The distributor informs the manufacturer of the information it receives about the customers and competitors in the territory.   17.  Term of the Contract: 17.1. This contract is valid until the end of 2017 and shall be renewed every year if the specified sales conditions are fulfilled and there is no significant negativity in the other articles of the contract. If the sales conditions stated in the contract articles are not met, the contract shall not be renewed for the following new year.   18.  Termination of the Contract: 18.1. If one of the parties acts inconsistently with the provisions of the contract or the provisions of the relevant law, it shall be notified in writing by the other party. If the party continues to act inconsistently despite the warning, the other party shall be entitled to terminate the contract. In this case, the party violating the contract shall be responsible for the compensation of all the negative and positive damages.   19.  Competent Authority in case of disputes: 19.1.  The Izmir Courts of the Republic of Turkey are authorized to resolve disputes that may arise during the implementation of this contract.   The contract was signed by the parties having the following authority of representation on the date of ________________.    MANUFACTURERDISTRIBUTOR