DISTRIBUTOR AGREEMENT/CONTRACT

This agreement (hereinafter referred to as the contract) is signed under the date of .. / .. / ….. between Hanımağa Medical Products Trade Limited Company (hereinafter referred to as supplier in this contract) and the commercial center ….. the address is located ….. (hereinafter referred to as the distributor).

ARTICLE 1- SUBJECT

The subject of this agreement, is setting the rules between the supplier and distributor principles to be applied in 2020; premium, maturity, credit limits, collection systems, collateral, current account reconciliation, work area, monthly goals, ordering, /shipment, returns, price changes, etc.

ARTICLE 2 – DISTRIBUTOR’S REGION

  1. The distributor is entitled to sell the supplier’s disposable coveralls, disposable apron/gowns, abdominal compress,body bags,washable aprons/gowns products in ….. province of ……. .
  2. If the distributor sells the supplier’s products outside the specified work zone, the supplier has the right of unilateral cancellation.

ARTICLE 3 – OBLIGATIONS OF THE DISTRIBUTOR

  1. If the distributor acts in accordance with the provisions and requirements of the existing legislation during the fulfillment of the provisions of this agreement, he shall obtain all permits, approvals and licenses necessary for his services. If not, any criminal responsibility is incumbent on the distributor.
  2. The distributor must keep in stock the products listed in the price lists of the supplier and the new products that it will be presented to the market in the future and according to their montly target must have a minimum 7-day stocks. (sor)
  3. The distributor is responsible for the availability of products in price list at retail locations in the region and at requisite wholesalers.
  4. The distributor will not buy and sell products that are competitive to the supplier’s products, that are not nationally distributed, and that unbranded price (net and gross) is cheaper.
  5. The distributor will participate in all campaigns implemented by the supplier at the rate of targets, will abide the price and promotion rulesi and will be engaged in promotional and sales-enhancing advertising activities at sales points.
  6. The distributor is responsible for receiving and distributing new products that the supplier will release to the market in quantities determined by the supplier according to the distributor’s share.
  7. The distributor cannot establish sub-dealers without the written approval of the supplier.
  8. The distributor is responsible for providing stock and distribution information to the supplier every 30 days and when it is requested.
  9. The distributor will ensure that the sales team highly participates in the trainings to be conducted on the dates designated by the supplier.
  10. The distributor is resbonsible for realizing the monthly and annual product-based turnover targets determined. The average monthly turnover target is a net USD 300,000.00. If the distributor fails to meet the target in three-month periods, the supplier has the right to terminate the contract unilaterally.
  11. The distributor is responsible for storing the products of the supplier under the conditions designated by the supplier. ………
  12. The distributor is responsible for providing vehicle and personnel for the sales and distribution in its region.
  13. The distributor is responsible for tracking the expiration dates of all products in the warehouse.

ARTICLE 4- DISCOUNT

  1. Supplier can make a discount to distributor at any time. The discount rates to be given are determined on the basis of goods before the order. The discount rates to be applied are determined on the basis of goods before the order.
  2. The approved discount rates may be cancelled by the supplier within 7 days if the sale is not completed.

ARTICLE 5 – MONTHLY COLLECTION PREMIUM

  1. System

The collection premium is evaluated monthly. While the distributor closes the account at the end of the month after paying all debts to the supplier, he / she demands 5% of that month’s net turnover within 7 days by drawing up an invoice.

  1. Guidelines
  2. In order to become entitled to the monthly collection premium, the distributor must close his current account in accordance with the invoice maturity within 5 working days following the end of the month.
  3. Collection premium is calculated from net turnover by deducting total invoice discount and return invoices.

ARTICLE 6 – TERMS AND PAYMENTS

  1. Not all product groups have maturity. Minimum 30% advance payments and the remainig payment will be made before the delivery of the goods.
  2. If there is any remaining payment or exchange difference, invoices dated 1-15 of the month will be closed on the 15th of the month and invoices dated 15-30 will be closed with “O” (zero) balance within the first 5 working days of the following month. (see 5.2.1.).
  3. Cash order invoice amounts will be closed without leaving any balance at the latest before delivery of the goods.
  4. The distributor will pay the price of the products it has purchased at projected maturities, and delays in payments will be evaluated at the commercial interest rate applied at that time and billed to the distributor by the supplier.
  5. Supplier has the right to distinguish between customer checks or personal checks and not to accept them, in the payments to be received.
  6. The distributor pays to the supplier in cash or by bank transfer within 3 business days after receiving the information of the customer’s bounced checks. In payments exceeding 3 business days, it pays a “share of participation in finance”, which is twofold the commercial interest rate of the day.
  7. If distributor’s own checks bounced constantly, supplier has the right to terminate the contract unilaterally and total invoice discounts in the invoices that related tho this check is cancelled.

ARTICLE 7 – ORDER

  1. The distributor send its orders to the supplier with a seal and signature on the order form . (*)
  2. Receiving of the order by the supplier authorities or written notification of the distributor does not imply order approval.
  3. Distributors who exceed the credit limits determined in direct proportion to their deposit and stability in payments will be stopped from shipping. (*)
  4. If distributor cancels the shipping which conforms the order will cover the expenses of shipping and other costs arising from this.

ARTICLE 8 – RETURN

  1. The products in the package will not accepted to return unless they have manufacturing or shipping defects.
  2. Returns other than products found to be defective in production by Samsun or Istanbul laboratories can be returned in one month. The distributor will be able to return the products written on the return form after the form has been approved by the supplier.
  3. Damaged products resulting from improper storage and shipment of the distributor will definitely not be refunded.
  4. The distributor shall notify the supplier within 4 business days of the products being shipped due to the error of the order together with the written documents that shows the error. Orders that pass 4 business days from the date of shipment and that are not reported to have been shipped incorrectly will not be refunded.
  5. Supplier has the right not to receive a refund in cases that exceed the sales return rate determined for the distributor and stored in its records.
  6. The supplier receives non-parcel return products from the distributor at 2 previous price lists in the supplier’s current list.
  7. The supplier does not send products (except for certain purposes and mutual agreement) that are less than six months from the expiration date when meeting orders. These products cannot be returned.

ARTICLE 9 –PRICE CHANGE

  1. The supplier may change its prices in accordance with the terms and costs of the economy.
  2. The distributor is obliged to make sell according to the new price list of the supplier.
  3. Meeting the order at the price change is limited on stocks, the supplier is free to write an order on the old priced balance. (*)

ARTICLE 10 – ASSURANCE/GUARANTEE

The distributor is obliged to provide the bank guarantee letter determined by the supplier. It may be requested to increase the amount of guarantee according to the conditions of the day. If the distributor does not abide the guarantee increase request, the supplier has the right to terminate the contract.

Any costs related to the guarantee given by the distributor shall be covered by the supplier in return for the invoice.

The supplier may exempt the distributor from the coverage if he/she wishes.

ARTICLE 11 – TRANSFER

The distributor shall not transfer or assign this agreement and the rights and obligations arising from this agreement to others without the written consent of the supplier.

ARTICLE 12 – SEVERABILITY OF THE CONTRACT

If any of the provisions of this agreement are invalidated by any applicable law or regulation, or for any other reason, unless this provision violates the merits of the agreement the contract shall remain valid in its entirety and the provision shall be deemed to have been removed from the agreement

ARTICLE 13 – INTEGRITY OF THE CONTRACT

This agreement may not be changed or added to for any purpose without the written agreement of the parties.

ARTICLE 14 – COMPONENT COURT

The courts of Samsun/Türkiye and Directorate of Execution shall be authorized in all disputes relating to this agreement and the transactions stipulated by this agreement.

ARTICLE 15 – DURATION OF THE CONTRACT

The validity period of this Agreement and any additional contracts attached to this agreement is 1 year from the date of signature by both parties. If the parties wish, they may extend the contract for another 1 year, 1 month before the expiration of the term.

ARTICLE 16 – CONTRACT ARTICLES

The supplier and distributor signed this agreement that consists of 16 articles and 3 pages on …/…/…. by their duly authorized representatives. (*)

DISTRIBUTOR

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