Wholesale Sales and Dealership Terms

These Wholesale Sales and Dealership Terms (the "Terms") apply to all sales between NYZ BEBE TEKSTİL KONFEKSİYON SANAYİ VE TİCARET LİMİTED ŞİRKETİ (the "Seller") and dealers buying products for commercial purposes through the Seller's wholesale platform at https://electionbaby.com (the "Platform").

1. Parties

1.1. Seller

• Legal name: NYZ BEBE TEKSTİL KONFEKSİYON SANAYİ VE TİCARET LİMİTED ŞİRKETİ
• Brand: election baby
• Address: 100. Yıl Mah. Nato Cad. No: 170/D-5, Bandırma / Balıkesir
• Tax office: Bandırma Vergi Dairesi Müdürlüğü
• Tax ID number: 6320869087
• Phone: +90 531 010 97 38
• Website: https://electionbaby.com

1.2. Buyer (Dealer): a natural or legal person merchant or tradesperson whose dealership application has been approved by the Seller and who buys products to resell or use them in the course of their own commercial or professional activity (the "Buyer"). The Buyer's name, address and tax details are shown in the dealer account and on the confirmation of every order.

2. Definitions

• Platform: the Seller's website and applications offering its dealers product, price, stock and ordering services.
• Dealer account: the account opened in the Buyer's name and accessible to the users the Buyer authorises.
• Order: a purchase request submitted by the Buyer through the Platform or through the Seller's sales representative.
• Pack: the group of pieces of one colour of a model that is sold together according to the size breakdown set by the Seller.
• Current account: the account in which sales, payments, returns and other financial transactions between the parties are recorded.

3. Subject, scope and formation of contract

3.1. These Terms form a whole together with the product information published on the Platform, the order summary, the order confirmation and any special conditions agreed in writing between the parties. In the event of conflict, the special conditions prevail.

3.2. Sales are made between merchants. Consumer Protection Law No. 6502 and the Distance Contracts Regulation do not apply to these sales; they are governed by the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102.

3.3. Approval of a dealership application enables the Buyer to use the Platform and place orders; it obliges neither the Seller to sell nor the Buyer to buy any particular quantity.

3.4. Each order is subject to the version of the Terms in force on the order date. The applicable version is recorded with the order.

4. Nature of the dealership relationship

4.1. The parties are independent merchants. These Terms do not create an agency, representation, partnership, franchise or employment relationship. The Buyer may not enter into legal transactions on behalf of the Seller or bind the Seller.

4.2. Unless otherwise agreed in writing, the Buyer is not granted any territorial or customer exclusivity. The Seller may work with other dealers in the same region.

4.3. The Buyer sells the products in its own name and for its own account and freely determines its resale prices; retail prices recommended by the Seller are not binding.

5. Dealer account and users

5.1. The Buyer is responsible for keeping the user names and passwords of the dealer account confidential and for the actions of the users it creates. Orders placed through the account are deemed to have been placed by the Buyer.

5.2. The Buyer shall notify the Seller immediately upon learning of any unauthorised use of its account. The Buyer is responsible for transactions made before such notice.

5.3. The Buyer shall notify the Seller of any change in its name, address, tax details or authorised persons within seven days at the latest. The Seller is not liable for consequences of changes that were not notified.

6. Orders

6.1. Products are sold in packs according to the size breakdown set by the Seller for each model and colour. Order quantities are shown in pieces and are increased or decreased in multiples of a pack. Packs are not split.

6.2. An order submitted by the Buyer through the Platform is an offer to purchase. The contract is formed when the Seller accepts the order and the confirmation is sent to the Buyer. Orders that require approval because of the payment method or credit status are not binding until approved by the Seller.

6.3. The products in an order are reserved from stock when the order is placed. Orders that are not paid, or whose required documents are not completed, within the period stated for payment may be cancelled by the Seller and the reserved stock released.

6.4. The Seller may reject an order in whole or in part for justified reasons such as insufficient stock, an obvious price or product information error, overdue debts of the Buyer, an exceeded credit limit or suspected breach of law. In that case any amount collected is refunded to the Buyer within fourteen days at the latest or, at the Buyer's request, credited to its current account.

6.5. Minimum order amounts applied per brand, customer group or delivery method, and the conditions of pre-orders and sample orders, are shown on the Platform before the order is placed. Shipping dates stated for pre-orders are estimates; reasonable delays arising from production are notified to the Buyer.

6.6. Changing or cancelling a confirmed order is subject to the Seller's approval. Cancellation requests may not be accepted for orders already in preparation or shipped.

7. Prices, currency and VAT

7.1. Prices shown on the Platform are wholesale prices determined by the price list assigned to the Buyer's customer group or to the Buyer, and exclude value added tax (VAT).

7.2. How VAT is reflected in an order is determined by the selected payment method and the tax rules defined for the product, and is shown separately at the payment step as goods amount, VAT and grand total before the order is completed. Invoices are issued in accordance with the applicable tax legislation.

7.3. The Seller may change prices and campaign conditions without prior notice. Changes do not affect orders already confirmed by the Seller.

7.4. For orders placed in a foreign currency, the order amount and the exchange rate applied are fixed at the time of the order and shown on the order documents. Orders placed on open account or with a cargo cheque are issued in the currency of the Buyer's current account.

7.5. Prices shown on the Platform as a result of an obvious typing or system error do not bind the Seller. In that case the Seller either offers to confirm the order at the correct price or cancels it.

8. Payment

8.1. The payment methods available to the Buyer are assigned to the dealer account and shown at the payment step. The Seller may determine and change the payment methods and their amount and currency limits.

8.2. Credit and debit cards: Card payments are taken through licensed payment institutions with 3D Secure authentication. Card details are not stored on the Seller's systems. Where a transaction is not approved by the payment institution, the order remains awaiting payment.

8.3. Bank transfer: Payment is made to the Seller's bank account stated on the order screen and in the confirmation, quoting the order number or payment reference in the description. Orders whose payment is not received within the stated period may be cancelled.

8.4. Cash at the store: Payment is made at the Seller's store when the products are handed over, against a receipt.

8.5. Cargo cheque: For shipments with the Buyer's own contracted carrier, the cargo cheque code and document provided by the Buyer are reviewed by the Seller; approved orders are handed to that carrier, which collects the price on the Seller's behalf. The Buyer's payment obligation continues until the amount is credited to the Seller's account; the risk of the carrier failing to collect or remit the amount lies with the Buyer.

8.6. Open account (credit sales): The Seller may grant Buyers it deems suitable a credit limit and payment term. Open-account orders are accepted within the defined limit and paid on the due date shown on the order document and the current account statement. The Seller may change or suspend limits and terms according to the Buyer's payment record.

8.7. For debts not paid when due, the Buyer is in default without any further notice and pays default interest applicable to commercial transactions under Law No. 3095 on Statutory Interest and Default Interest. In the event of default the Seller may suspend shipment of pending orders, withdraw the open-account facility and declare the entire debt due.

8.8. If the Buyer does not notify its objections to a current account statement in writing within fifteen days of its delivery, the statement is deemed accepted.

9. Delivery and passing of risk

9.1. The Seller ships only to addresses in Türkiye. Delivery is made by the method selected in the order: shipment with the Seller's contracted carrier, handover to the Buyer's contracted carrier, collection from the Seller's store, or handover to a forwarder appointed by the Buyer.

9.2. Preparation and delivery times stated on the Platform are estimates. The Seller is not liable for delays caused by the carrier; it does, however, provide the Buyer with the information needed to track the shipment.

9.3. Pursuant to Article 208 of the Turkish Code of Obligations, where products are to be sent to the Buyer, benefit and risk pass to the Buyer when the products are handed to the carrier or to the transporter designated by the Buyer for dispatch. For collection from the store, risk passes when the products are handed to the Buyer or its representative.

9.4. If products to be collected are not collected within thirty days after notice that they are ready, the Seller may cancel the order and claim the resulting costs from the Buyer.

10. Buyers outside Türkiye

10.1. The Seller does not ship abroad, quote freight or undertake export logistics. Buyers outside Türkiye collect the products in Türkiye from the Seller's store or through a forwarder or customs broker they appoint.

10.2. Collection, carriage, insurance, customs formalities, taxes, duties and charges, and compliance with the laws of the country of destination are the Buyer's responsibility. Risk passes to the Buyer when the products are handed to the person appointed by the Buyer.

11. Inspection and notice of defects

11.1. On receipt, the Buyer checks the packaging and accepts damaged or incomplete parcels only after having the carrier draw up a report.

11.2. Pursuant to Article 23/1-c of the Turkish Commercial Code, the Buyer notifies the Seller of obvious defects within two days of delivery, and of defects that are not obvious but can be detected by inspection within eight days of delivery. Hidden defects that cannot be detected by an ordinary inspection are notified immediately upon discovery.

11.3. Notice is given through the returns and defect notice screen of the dealer account or the contact channels set out in these Terms, stating the order number, products and quantities and attaching photographs showing the defect. Subject to the mandatory provisions of law, the Buyer's rights arising from defects not notified in time lapse.

11.4. The Seller examines the notice. If the defect is accepted, the Seller applies one of the following: replacement of the defective product with a non-defective equivalent, a reduction of the price in proportion to the defect, or crediting the price to the current account or refunding it. The cost of returning defective products to the Seller is borne by the Seller.

11.5. Deterioration caused by use contrary to the use, washing and care instructions, normal wear, interference by the Buyer or third parties, or improper storage is not a defect.

12. Returns

12.1. Returns of non-defective products require the Seller's prior written approval. For returns approved by the Seller, products must be unused, unwashed, with labels and original packaging intact, in saleable condition, and sent within fourteen days of the approval date. Shipping costs are borne by the Buyer.

12.2. After inspection by the Seller, the value of accepted returns is credited to the Buyer's current account or, at the Buyer's request, refunded through the payment method. For orders with campaign or volume discounts, the refund is calculated on the amount actually paid for the product.

12.3. Detailed return and exchange procedures are set out in the Returns and Exchanges Policy published on the Platform.

13. Retention of title

13.1. Title to products not paid in full remains with the Seller until the price is paid in full, provided that the retention of title is registered pursuant to Article 764 of the Turkish Civil Code No. 4721. At the Seller's request, the Buyer takes part in the steps required for registration.

13.2. The Buyer may sell unpaid products in the ordinary course of its business but may not pledge them or provide them as security. The Buyer informs the Seller immediately of any attachment or similar action by third parties concerning the products.

14. Intellectual property and use of the brand

14.1. All intellectual and industrial property rights in the products, brands, logos, product images, designs and Platform content belong to the Seller or its licensors.

14.2. Buyers permitted by the Seller may use product images and product information only to sell products bought from the Seller, without alteration and in a manner that does not harm the brand's reputation. This permission ends when the dealership ends or at the Seller's request.

14.3. The Buyer may not register any domain name, social media account or trade name containing the Seller's brands, and may not offer the products for sale under a brand other than the Seller's without the Seller's written consent.

15. Confidentiality and personal data

15.1. The parties keep confidential price lists, discount and payment terms, order and stock information and any commercial information learned in the course of this relationship, and do not disclose it to third parties other than authorities empowered by law. This obligation continues for two years after the relationship ends.

15.2. Personal data is processed in accordance with the Personal Data Protection Law No. 6698 and the Privacy and Personal Data Protection Notice published on the Platform. The Buyer is responsible for informing its employees and representatives when sharing their personal data with the Seller.

16. Limitation of liability

Subject to cases of intent and gross negligence and to mandatory provisions of law, the Seller's liability arising from an order is limited to the price of the products in that order. The Seller is not liable for indirect damages such as loss of profit, loss of business, loss of reputation or penalties paid to third parties.

17. Force majeure

17.1. Natural disasters, epidemics, war, terrorism, strikes, lockouts, fire, power outages, general disruption in the supply of raw materials, decisions and measures of public authorities and similar events beyond the parties' control constitute force majeure. While force majeure continues, the affected obligations of the parties are suspended.

17.2. The party affected by force majeure notifies the other party within a reasonable time. If force majeure lasts longer than sixty days, either party may cancel the affected orders without compensation, in which case amounts paid are refunded.

18. Term, amendment and termination

18.1. The dealership relationship is for an indefinite term. Either party may terminate it by giving thirty days' prior written notice. The Seller may terminate with immediate effect if the Buyer breaches its payment obligations, acts in a way that harms the Seller's brand and reputation, in the event of bankruptcy, composition with creditors or liquidation, or in the event of a material breach of these Terms.

18.2. Termination does not affect orders confirmed and debts arising before the termination date. Upon termination, the Buyer's debts that are not yet due also become due.

18.3. The Seller may amend these Terms. Amendments are published on the Platform as a new version and apply to orders placed after the publication date. The Seller keeps the published versions and their publication dates.

19. Notices

19.1. Notices to the Buyer are sent to the address and email address registered in the dealer account. Notices sent through the Platform and to the registered email address are deemed received by the Buyer on the date of sending.

19.2. The Buyer may send its notices to the Seller through the following channels:

• in writing to 100. Yıl Mah. Nato Cad. No: 170/D-5, Bandırma / Balıkesir, delivered by hand or through a notary

20. Evidence agreement

The parties agree that, in disputes arising from these Terms, the Seller's commercial books, the Platform's electronic records, server and transaction logs, order notifications and confirmations and email correspondence constitute valid and binding evidence under Article 193 of the Code of Civil Procedure No. 6100. This provision does not remove the Buyer's right to submit counter-evidence.

21. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of Türkiye. The Courts and Enforcement Offices of Bandırma have jurisdiction over disputes arising from these Terms and from sales between the parties.

22. Entry into force

These Terms enter into force on the date they are published on the Platform. Every order placed by the Buyer after that date is subject to the version recorded with the order.

This is a translation; in case of discrepancy the Turkish text prevails.