Örnek Mah. 35. Cad. No: 31 Ataşehir / ISTANBUL. Tel: 0216 324 59 99

 

(hereinafter referred to as “Company”)

 

 

 

DEFINITIONS

Within the scope of this agreement;

 

“Brand”: refers to the products whose patents are held by the COMPANY.

 

“BİOBELLİNDA” refers to the actual and other brands by the COMPANY.

 

SUBJECT

Non-EXCLUSIVE membership agreement (in short the "Agreement") is purchasing of Products traded by the COMPANY by a MEMBER and re-sold to any real or legal persons.

 

A. This Agreement does not grant the right to produce or manufacture of any products, agency brokerage, trusteeship, proxy, partnership rights to MEMBER.

 

MEMBER, is an independent merchant and none of the provisions of this Agreement can be interpreted as the MEMBER having the authority to act as representative, partner or joint partners bring to the state or implied that the other side to represent the other party's behalf or account or any other side to connect the nature to undertake commitments or debts to one of the parties or agents of others.

 

Neither the members, nor any of the real and legal persons who take part in groups created by members are considered to be employees, representatives, agents, agency or branch of the COMPANY under any circumstances. Members will work as independent contractors, taxes and all other legal obligations are their own responsibility. If a member forms a working group, as the member gains their own independence they will establish its own internal relations with real or legal person who may be in the group created.

 

B. MEMBERS cannot transfer this agreement to third parties wholly or partially but such transfer is possible after receiving the approval of the COMPANY. 

 

C. When it comes to sale of other products traded by the COMPANY, this agreement does not grant MEMBERS to monopoly or exclusive rights in the region and the other in any region or in any city, province or district and does not provide non-competition and sales / revenue guarantee.

 

ARTICLE 1 / GENERAL PROVISIONS

 

Within the framework of provisions written in this agreement and within the scope of suitable applicable legislation imposed in writing by the COMPANY and its directions, MEMBER accepts and commits to purchase goods from the COMPANY and to re-sell it to their customers. In terms of this agreement, the COMPANY on the other hand, agrees to sell products to the MEMBER to be resold to their customers in writing.

 

 

2.1- MEMBER is entitled to order a number of different types of products considering the product attributes of the products while the COMPANY is entitled to consider the order by MEMBER and provide / sell ordered goods as long as it is within the limits of order in an amount it considers being suitable to the MEMBER.

 

2.2- Orders are made by the MEMBER by either faxing an order form to the COMPANY or via the Internet or by phone.

 

2.3- Within the scope of its own production facilities the company will do everything it can to provide MEMBER’s order.

 

However, if the COMPANY is unable to deliver the orders because of undesirable conditions that may have been caused by a war situation, civil unrest, unsuitable transport conditions, road closures, traffic interruptions and / or disruptions, accidents or breakdown of the delivery car during delivery, disruptions in production, in ability to provide raw material or materials, products not being in stock, technical failure that may occur in plants of the COMPANY and any other regular and/or extraordinary and any other economic reasons, MEMBER accepts and agrees not to claim compensation against any damage or loss and not to keep the COMPANY liable for any of the events numerated above.

 

In this context, COMPANY shall not be liable to deliver the products ordered by the MEMBER in the agreed delivery time.

 

2.4 The COMPANY will pay for the delivery costs of orders that are made within the determined amounts by the COMPANY. If there is a discrepancy between the ordered and the delivered order, if MEMBER returns it to the COMPANY, a new delivery will be made by the COMPANY.

 

2.5 The COMPANY reserves the right to determine prices for its products solely and to change it at any time it considers suitable.

 

2.6 If MEMBER wants to receive its premiums in full payments of orders, the payment has to be made by the end of the calendar month in which the order was made regardless of the fact that they received the order by then or not. If the person involved does not get premiums or if receiving premiums late is not important for the member, then the payment day is between the 1^st and the 15^th day of the following month after the order is made.

 

2.7 If a customer of MEMBER fails to make payment for the products sent to them or if MEMBER faces similar difficulties or risks, MEMBER takes full responsibility for all lawsuits and legal follow-ups taken against their customers and thereof any damage, loss and expenses may arise from such legal actions belong to MEMBER and MEMBER cannot refuse to make payment to the COMPANY nor can delay any payments due to be made to the COMPANY:

 

2.8- COMPANY may reflect all kinds of changes (before and after an order is made) in relation to delivery style, product prices and payment conditions on MEMBERS, who are in the same / similar situations, fully or partially. COMPANY shall notify MEMBER changes to be made in the articles stated above in writing following application principles time to time. These application principles shall be made in accordance with the legislation regarding the protection of competition. MEMBER accepts to obey application principle notification of the COMPANY exactly and acknowledges that non-compliance to any of these principles shall be deemed contrary to this agreement.

 

 

3.1- MEMBER accepts and agrees to sell products in a way that shall not damage the commercial reputation of the COMPANY. MEMBER cannot give any additional guarantee for product features, quality or specification to its customers or consumers either on its own behalf or on behalf of the COMPANY

 

3.2- Product promotion, advertising and sales development activities are performed under conditions to be determined by the COMPANY. MEMBER cannot organise oral or written promotional or advertising activities about products, cannot advertise, publish or distribute notices or banners either on its own behalf, or on behalf of third parties unless a written permission is received by the COMPANY. 

 

3.3- MEMBER is obliged to sell products in packaging and presentation manner that is determined by the COMPANY. Under no circumstances, MEMBER can print or use bags, packaging paper or any other packaging material bearing COMPANY’s trade name, brand, or logo unless a written permission is received from the COMPANY to do so. These types of material which can be produced and used with the permission of the COMPANY, will be produced within the framework dictated by the COMPANY and cost of such material production shall be paid by the MEMBER and/or made to be paid. This provision is also valid for all promotional signboards and panels that may be located inside or outside of MEMBER’s workplace and warehouse.

 

3.4- MEMBER agrees and undertakes to provide all kinds of information in relation to marketing and related activities the COMPANY may need and to work in co-operation with the COMPANY.

 

3.5- The COMPANY reserves the right to inspect the application of this AGREEMENT.

ARTICLE 4 / PROTECTION OF PRODUCTS AND BRAND NAME – PREVENTION OF UNFAIR COMPETITION

 

4.1- MEMBER cannot go into an open or confidential competition with the COMPANY nor conduct negative publicity against the COMPANY neither with groups in the same line of work nor with contacts MEMBER forms, who are not work related, neither make negative comments nor act in a negative manner against the COMPANY. MEMBER cannot reveal COMPANY’s secrets to 3^rd parties. MEMBER cannot open a new registry for members of other groups nor move them to their own portfolio. MEMBER shall conduct all its activities in a way that shall increase the COMPANY’s trade reputation at all times and under all circumstances.

 

4.2- If MEMBER fails to comply with the article 4.1 of this agreement, the COMPANY shall send a written warning to the MEMBER. If MEMBER continues to act contrary to article 4.1 within the time period given by the COMPANY, total premiums earned in a month by the MEMBER will not be paid by the COMPANY. If MEMBER continues to act in the same manner after a second warning, the COMPANY will apply its right to unilaterally terminate this agreement without any warning and expel the MEMBER from the system.

 

 

4.4- Members have the right to change the groups or managers that are connected to them. This right only covers sub-groups and groups that belong to the member. In order to change managers, resignation must be given in writing to the company and the person involved must not have any outstanding debts to the company. After the resignation of the member is processed, a new member number and password must be set to become a member under the manager which they chose. Member who completes their membership process does not have to buy a membership set again. If membership set is not purchased, manager of the member in question shall not receive set premium. Member can work in the network marketing system in the area they wish to do so. However, if they work as founder, manager, and partner or as sub-contractor in their company, the COMPANY shall not accept their membership. If the COMPANY finds out that they act contrary to this, their membership shall be terminated unilaterally.

 

4.5- MEMBER is obliged to act in a manner that shall protect and strengthen the fame of brand(s) and trade reputation of the COMPANY and must refrain from acts which may harm the reputation of Brand(s) of the COMPANY and acts that are considered to be contrary to commercial morals.

 

 

5.1 MEMBER shall neither make account statement which are untrue on behalf of the COMPANY nor go under any obligation. MEMBER shall not make commitments apart from sales and marketing principles determined by the COMPANY. The COMPANY does not have any responsibilities other than those officially stated information and commitments made on its official website (www.biobellinda.com.tr). Losses and liabilities caused by commitments made due to contrary behaviour are the responsibility of the member.

 

5.2 Membership forms filled on the Company’s official website (www.biobellinda.com.tr) are considered to be official. All written commitments declared in the Company’s internet page are valid. Company organises promotions variably about the system and announces them on its website in the same manner. The company promises its members awards that are included within the scope of the promotion for each promotional activity it organises.

 

5.3 Member is obliged not to share password given to them which is used to enter the website and keep it secret. 

 

 

5.5All information entered on website are sent to our system which is encrypted via network security parameters and therefore this information cannot be obtained, read or used by anyone outside the system. All necessary security precautions are taken by www.biobellinda.com.tr  in order to protect your personal information, which is registered during processes in the site. Under no circumstances, credit card numbers, expiry dates, card types and the CVV2 security numbers can be seen by company personnel. Also, these credit card numbers are stored by www.biobellinda.com.tr.

 

 5.6 MEMBER agrees to comply with all rules and regulations which are determined by the COMPANY and published on the COMPANY’s official website (www.biobellinda.com.tr). The COMPANY reserves the right to make changes in these rules and regulations due to changes that may occur in its laws or sales and marketing plans unilaterally. After the publication of changes, amendments and new arrangements, Member agrees to comply with the new arrangements.

 

5.7 This agreement is deemed valid as of the date Member receives membership number and password from the official website of the COMPANY.

 

 

6.1 If MEMBER fails to comply with any of the provisions of this agreement and acts contrary to the agreement or does not fulfil any of the commitments and obligations that are stated in this agreement, the COMPANY can and shall terminate this agreement without a prior notice at anytime immediately and unilaterally. Under such circumstances, the COMPANY reserves the right to receive compensation for any positive or negative financial and moral losses, damages and waste that may arise from the termination of this agreement from MEMBER.

 

6.2 This agreement shall be annulled automatically if any of the above stated take place;

 

(a) MEMBER fails in want to pay for debts.

 

(b) MEMBER dies or becomes unable to continue their work.

This Agreement is completely private and in the case of a death occurring; if there are no heirs of first degree relation to the deceased, this agreement shall be transferred to a person chosen by other heirs. If no agreement can be made between heirs, the COMPANY shall transfer this agreement to an heir it elects. It is important to note that, the choosing of the heir which the agreement shall be transferred to lies at the discretion of the COMPANY exclusively, if the COMPANY sees no benefit in continuing with the agreement with heir or heirs in terms of commercial interest, the COMPANY reserves the right to terminate this agreement unilaterally.

 

If the agreement is terminated for any reason the following provisions written below shall apply.

 

7.1- When there is need to make an announcement to third parties, the text of the announcement will be provided by the COMPANY.

 

7.2- MEMBER cannot seek any compensation, payment or any other payment including customer – market portfolio compensation for any processes to gain customers (current or future) or for any other reason from the COMPANY. MEMBER is responsible for refraining from conducting any acts or processes that may work against the interests of the COMPANY or its members / distributors in front of customers. This provision is valid for the duration of this agreement.

 

 

In account disagreements that may arise from the implementation of this Agreement, COMPANY’s account books and records of these books (including computer records) shall be used as unilateral absolute proof. (Law of Civil Procedure Law Number: 287)

 

8.2- Competent Courts; Istanbul courts and directorate of enforcements are authorised to solve any disputes that may occur between parties arising from this Agreement shall be. However, the COMPANY reserves the right to apply for other competent courts and authorities.

 

8.3- Annexes of the Agreement;

Annexes written below are integral parts of this agreement.

 

Annex 1 A photocopy of the member’s national identification card

 

Annex 2 Residence registration

 

 

This agreement is signed on …………………………… and therefore made valid.  

 

MEMBER
                                                                             
Name - Surname / Member No:                                                                                                                                                                                                  
NATIONAL IDENTITY NUMBER       :                                                                                   

Signature                                                                                                                       
 
                                                                    
MANAGER

Name - Surname / Member No::                                                                                  
NATIONAL IDENTITY NUMBER       :