Dealer agreement

This is an English translation provided for information. The agreement is concluded in Turkish and, in case of any difference, the Turkish version prevails.

This agreement governs the non-exclusive dealership between Velomoto and spare parts dealers. The Dealer accepts the agreement electronically through the dealer application on velomoto.com.tr or the Dealer Portal; no wet signature is required. Fields marked [……] are filled automatically with the details from the application form.

Article 1 – Parties

1.1 Velomoto (Distributor): Velomoto İthalat İhracat Nakliye Sanayi ve Ticaret Limited Şirketi. Address: Cebeci Mah. 2586/2 Sk. No:7 A Kat:5 Sultangazi / Istanbul. Tax office and number: Küçükköy 9240377782. MERSIS no: 0924037778200011. Phone: +90 212 606 17 07. E-mail: info@velomoto.com.tr. Registered e-mail (KEP): velomoto@hs01.kep.tr. Referred to in this agreement as "Velomoto".

1.2 Dealer: the business whose details are declared in the dealer application form and shown in the electronic acceptance record (Article 22.6): Company name: {unvan}. Address: {adres}. Tax office and number: {vergi}. MERSIS / trade registry no: {mersis}. Authorised person: {yetkili}. Phone: {telefon}. E-mail: {eposta}. KEP address (if any): {kep}. Referred to in this agreement as the "Dealer". The Dealer confirms that the declared details are correct and that the person giving the acceptance is authorised to represent the company.

1.3 The parties accept the addresses, e-mail and KEP addresses above as their notice addresses. If a change is not notified through the Dealer Portal or by e-mail within 7 days, notices sent to the old address are valid.

Article 2 – Definitions

• Products: products of the brands distributed by Velomoto (Annex 1) and control cables made by Velomoto in its own plant.
• Dealer Portal: Velomoto's password-protected ordering and information screen for dealers.
• Price List: the current list prices published by Velomoto in the Dealer Portal or notified in writing.
• Order: a purchase request made by the Dealer through the Dealer Portal, by e-mail or by another channel accepted by Velomoto.

Article 2/A – Conclusion by electronic acceptance

2/A.1 The Dealer reads the full text of the agreement on screen during the application; the text can be opened on a separate page, printed or saved as a PDF. The Dealer accepts the agreement by ticking the box "I have read and understood the Dealer Agreement and accept it on behalf of my company" and pressing the submit button. The box is not pre-ticked.

2/A.2 The agreement is concluded when the Dealer gives electronic acceptance and Velomoto approves the application and notifies this by e-mail (Turkish Code of Obligations, Art. 1 et seq.). Velomoto may reject an application without giving reasons.

2/A.3 For each acceptance Velomoto records and keeps for at least 10 years: the name, e-mail and user account of the person accepting; the Dealer's company name and tax number; the date and time; the IP address; and the version number of the accepted agreement.

2/A.4 The accepted agreement text is sent to the Dealer's e-mail address together with the acceptance details. The Dealer may ask Velomoto in writing for a copy of the accepted version at any time; the current version is published at velomoto.com.tr/kurumsal/bayilik-sozlesmesi.php.

2/A.5 The parties agree that electronic acceptance is as binding for this agreement as a wet signature. Acceptance records are used as evidence under Article 21.4.

Article 3 – Subject

3.1 This agreement sets out the terms on which the Dealer buys Products from Velomoto in its own name and for its own account and resells them.

3.2 The Dealer is not Velomoto's representative, agent or employee. It may not enter into contracts, incur obligations or make statements on behalf of Velomoto.

3.3 The dealership is not exclusive. Velomoto may work with other dealers in the same area and may sell directly.

Article 4 – Territory and sales channels

4.1 The Dealer's main area of activity: {bolge}. This area is for information only and gives the Dealer no territorial protection.

4.2 The Dealer may sell Products in its own shop, workshop and website. Before offering Velomoto's brands on marketplaces (Trendyol, Hepsiburada, Amazon etc.), the Dealer obtains Velomoto's written approval.

4.3 The Dealer obtains Velomoto's written approval before selling Products abroad.

4.4 The Dealer sets its own resale prices. Recommended prices notified by Velomoto are not binding.

Article 5 – Orders

5.1 The Dealer places orders primarily through the Dealer Portal. If the portal is unavailable, orders may be placed by e-mail.

5.2 An order becomes final when Velomoto confirms it in the portal or by e-mail. Velomoto may reject an order in part or in full depending on stock; it then informs the Dealer within 2 business days.

5.3 Custom cables made to measurement or technical drawing cannot be cancelled or returned once confirmed.

Article 6 – Prices and discounts

6.1 Velomoto may update the Price List in case of changes in exchange rates, import costs or manufacturer prices. The price of confirmed orders does not change.

6.2 Dealer-specific prices and discount rates are confidential.

Article 7 – Payment and terms

7.1 Payment terms: 30 days. The term starts from the invoice date.

7.2 Payments are made to Velomoto's TRY account at Halkbank branch 882 (IBAN: TR15 0001 2009 8820 0010 2600 64). The Dealer's company name and customer number are written in the payment description.

7.3 The Dealer may also pay by credit card through the virtual POS in the Dealer Portal.

7.4 Amounts not paid when due bear default interest of 2.5% per month from the due date without further notice (Turkish Commercial Code, Art. 8/1 and Art. 1530).

Article 8 – Delivery and ownership

8.1 Products in stock are handed to the courier within 2 business days at the latest after order confirmation. The delivery time of custom cables is stated in the order confirmation.

8.2 The risk of damage and loss passes to the Dealer when the products are handed to the courier or to the Dealer.

8.3 In sales on payment terms, ownership of the products remains with Velomoto until the price is paid in full. If needed, the parties make a notarised agreement for registration of the retention of title (Turkish Civil Code, Art. 764).

Article 9 – Inspection, defects and returns

9.1 The Dealer inspects the products immediately on receipt. Missing, damaged or wrong products are notified to Velomoto in writing with photos within 3 business days. For parcels damaged in transit, a report is made with the courier.

9.2 Hidden defects that cannot be found by ordinary inspection are notified in writing within 8 days at the latest after they appear (Turkish Commercial Code, Art. 23; Turkish Code of Obligations, Art. 223).

9.3 A product whose defect is accepted by Velomoto is, at Velomoto's choice, replaced, repaired or refunded.

9.4 Returns of non-defective products are accepted only with Velomoto's approval, within 14 days of the invoice date, unused and in original packaging. Velomoto may charge a 10% restocking fee on such returns.

Article 10 – Warranty and liability

10.1 Product warranty is subject to the manufacturer brand's warranty terms. The warranty period for cables made by Velomoto is 6 months.

10.2 Incorrect fitting, use on an incompatible vehicle, accidents, racing use and normal wear are not covered by warranty.

10.3 The Dealer checks the fitment of a product with the vehicle using Velomoto's catalogue and fitment information. Except for an obvious error in the catalogue, the Dealer is responsible for choosing an incompatible part.

10.4 The Dealer fulfils its obligations towards its own customers under Consumer Protection Law No. 6502. If the defect originates from Velomoto, the Dealer may claim back from Velomoto the amount it has paid.

10.5 Except in cases of intent and gross negligence, neither party is liable for the other's loss of profit or indirect damages.

Article 11 – Velomoto's obligations

11.1 To keep the current Price List, product catalogues and fitment information accessible in the Dealer Portal.

11.2 To deliver confirmed orders within the periods in Article 8 and to issue invoices.

11.3 To give the Dealer technical support on the products and announce new products, price changes and campaigns.

11.4 To provide promotional material (catalogues, posters, logo files) on request.

Article 12 – Brands and promotion

12.1 The Dealer may use the logos of Velomoto and the represented brands only for selling the Products, with the files provided by Velomoto and without changes.

12.2 The Dealer may use the phrase "Velomoto Authorised Dealer" on its signage, website and social media during the term of the agreement.

12.3 The Dealer may not register these brands in its own name or acquire domain names, social media accounts or company names containing them.

12.4 The Dealer obtains Velomoto's written approval for advertising campaigns using the Velomoto name.

Article 13 – Dealer Portal

13.1 Velomoto gives the Dealer a username and password for the Dealer Portal. The Dealer keeps them confidential and lets only its own employees use them.

13.2 Orders placed from the portal with the Dealer's credentials are deemed placed by the Dealer. A Dealer who notices that its password has fallen into someone else's hands informs Velomoto immediately.

13.3 Velomoto is not liable for short periods of portal unavailability due to maintenance or technical faults; during that time orders are taken by e-mail.

13.4 Order confirmations, acceptance of agreement updates and other actions in the Dealer Portal are recorded with date, time, user and IP address.

Article 14 – Confidentiality

14.1 The parties keep confidential, and do not share with third parties, price and discount rates, customer lists, technical drawings, Dealer Portal information and each other's commercial information.

14.2 This obligation does not apply to publicly available information or to information that must be disclosed at the request of a court or public authority.

14.3 The confidentiality obligation continues for 2 years after the agreement ends.

Article 15 – Personal data protection

15.1 The parties process and protect personal data obtained under this agreement in line with Personal Data Protection Law No. 6698 (KVKK).

15.2 Velomoto processes the name, surname, phone and e-mail of the Dealer's authorised persons and employees for performing the agreement, orders, invoicing and the Dealer Portal account. The privacy notice is shown in the application form separately from the agreement and published at velomoto.com.tr/kurumsal/kvkk.php.

15.3 If the Dealer transfers to Velomoto personal data of its own employees or customers, it undertakes that it has informed these persons and, where needed, obtained their explicit consent.

15.4 Velomoto sends bulk announcements and campaign messages (e-mail, SMS, WhatsApp) to dealers only with commercial message consent obtained under Law No. 6563. The Dealer gives this consent in Annex 2 and may withdraw it at any time.

Article 16 – Competition rules

16.1 This agreement does not prohibit the Dealer from selling competing brands. The Dealer may sell other brands' products.

16.2 The parties make no price-fixing or market-sharing arrangement contrary to Law No. 4054 on the Protection of Competition.

16.3 The Dealer makes no agreement with Velomoto's other dealers on resale prices or territory sharing.

Article 17 – Term

17.1 The agreement enters into force on the date it is concluded under Article 2/A.2 and runs for 1 year.

17.2 Unless either party gives written notice to the contrary at least 30 days before the end of the term, the agreement renews for further periods of 1 year on the same terms.

Article 18 – Termination

18.1 Termination with notice: either party may terminate the agreement without giving reasons by 30 days' written notice.

18.2 Immediate termination for just cause: Velomoto may terminate the agreement immediately by written notice if:

• the Dealer does not pay an overdue debt within 15 days of a written reminder,
• the Dealer sells counterfeit products or uses the brands contrary to Article 12,
• the confidentiality obligation is breached,
• bankruptcy, concordat or enforcement proceedings start against the Dealer,
• another article of the agreement is breached and not remedied within 15 days of a written reminder.

18.3 The Dealer may also terminate the agreement in case of a serious breach by Velomoto that is not remedied within 15 days of a written reminder.

Article 19 – After termination

19.1 All debts arising up to the termination date become due on termination and are paid within 30 days.

19.2 The Dealer removes the phrase "Velomoto Authorised Dealer" and the logos from its signage, website and social media within 15 days. Dealer Portal access is closed on the termination date.

19.3 The Dealer may continue to sell its remaining stock. Velomoto may, if it wishes, buy back non-defective stock in original packaging at the invoice price less 10%.

Article 20 – Force majeure

The parties are not liable for obligations they cannot fulfil because of events beyond their control such as natural disasters, war, epidemics, general strikes, or customs or import bans. If force majeure lasts longer than 60 days, either party may terminate the agreement without compensation.

Article 21 – Disputes

21.1 This agreement is governed by Turkish law.

21.2 Before filing a lawsuit, the parties apply to mediation under Article 5/A of Turkish Commercial Code No. 6102.

21.3 Istanbul (Çağlayan) Courts and Enforcement Offices have jurisdiction over disputes.

21.4 The duly kept commercial books and records of the parties and the electronic records of the Dealer Portal are used as evidence under Article 193 of the Code of Civil Procedure; each party may prove otherwise.

Article 22 – Other provisions

22.1 Velomoto announces a new version of the agreement in the Dealer Portal and by e-mail at least 30 days before it takes effect. The Dealer accepts the new version by electronic acceptance in the portal. A Dealer who does not accept may terminate the agreement without compensation until the effective date; the old version applies in the meantime. Price List changes are made under Article 6.

22.2 The Dealer may not transfer its rights and obligations under this agreement to others without Velomoto's written approval.

22.3 If one article of the agreement is found invalid, the other articles are not affected.

22.4 "Written notice" in this agreement also includes e-mail sent to the addresses in Article 1 and notices in the Dealer Portal. However, termination notices and default notices are made by notary, registered letter with return receipt, a document with a secure electronic signature or KEP, as required by Article 18/3 of the Turkish Commercial Code.

22.5 Any stamp duty and other taxes arising from the agreement are shared equally by the parties.

22.6 This agreement consists of 22 articles and 2 annexes and has been accepted electronically. The acceptance details are in the record below and are added automatically to the copy sent by e-mail.

Annex 1 – Brands

Motomaster, Brenta, RK, Bando, Choho, Vesrah, Tourmax, Athena, NG Brakes, VLM, Newfren, NGK, Skyrich, Sunwa, NHC, Morse and control cables made by Velomoto. Velomoto may update this list by written notice.

Annex 2 – Commercial message consent

Shown in the application form as boxes separate from the agreement acceptance and not pre-ticked. Ticking them is optional; the dealership approval does not depend on them.

• I want to receive Velomoto's campaign, new product and price announcements by e-mail.
• I want to receive the same announcements by SMS and WhatsApp.

These consents can be withdrawn at any time through the Dealer Portal or by writing to info@velomoto.com.tr. The consent record is entered into the Message Management System (İYS) as commercial message consent.