Fresh Fruit Purchase And Sale Agreement
A- DEFINITIONS
SELLER: ……………. /Address
BUYER: …………./Address
PRODUCT: the goods and natural products that are the subject of the contract and subject to purchase and sale.
B-SCOPE OF THE CONTRACT:
1- The subject of this contract is the provision of the PRODUCTS specified as ANNEX.-1 in the annex of this contract to the BUYER by the SELLER during the contract period, subject to the terms and conditions specified in this contract, and the BUYER’s purchase of these PRODUCTS from the SELLER for the purpose of resale, subject to the terms and conditions specified in this contract.
2- All commercial relations and transactions between the SELLER and the BUYER that are not otherwise agreed in writing are subject to the provisions of this contract. This contract shall also apply to all commercial relations and transactions between the parties that have been previously contracted and/or without a contract.
C- TERM:
This contract enters into force on the date of signature and remains in force for …month. In the event that one of the parties does not give written notice to the other party at least days before the expiration of the term, it shall automatically extend for one year with the same conditions. This provision is valid for … years from the entry into force of the contract.
D- SALES:
1- Order documents, special connection offer documents, order letters, order letters, order confirmation, invoices and written special agreements between the parties, including the type, quality, quantity, amount, payment method and special conditions, if any, of the PRODUCT subject to sale, shall be deemed an integral part of this contract. In matters not specifically regulated by the aforementioned documents, the terms of this contract shall apply.
2- The sales price of the PRODUCTS subject to sale is detailed in the table in Annex -2. The SELLER may change the price and terms of sale of the invoice and/or undelivered commodity without notice.
3- All expenses and taxes, duties and charges arising from this contract, sales and all documents and negotiable instruments related to sales belong to the BUYER and shall be paid by the BUYER.
4- It is the duty of the BUYER to carry out the inspection of the PRODUCT sold, including all tests, researches and examinations, within … days after delivery or after being taken into custody in the warehouse on behalf of the BUYER in the nature of delivery. Article 23 of the TCC shall apply to defective goods. In the determination of defect, the competent and authorized courts shall be determined within the framework of the provisions of the Code of Civil Procedure No. 6100 and the Turkish Commercial Code No. 6102. The parties have mutually agreed to reduce the statute of limitations to … days.
After the purchase, in goods that have been subjected to any process without being examined with due care by the BUYER, the notice of defect, even if it is within the period, is null and void.
5- The BUYER agrees and undertakes not to produce, distribute, promote and sell the goods that are within the scope of the PRODUCT subject to this contract, which are manufactured or imported by competitors, and not to benefit from the promotion, travel, etc. gifts of competitors in any way, not to participate in the promotions, gifts, meetings or travels applied by competitors to their own sellers and dealers, and not to cooperate and provide information for any reason.
6- The BUYER agrees and undertakes to keep all kinds of PRODUCTS in the SELLER’s stock and display continuously and if the SELLER detects missing products in the controls made by the SELLER, the BUYER agrees and undertakes to purchase these products at the current price.
7- The BUYER shall provide the SELLER with all kinds of information regarding stock and financing in writing within the day if requested by the SELLER.
8- The BUYER shall participate in the campaigns for the consumer to be organized by the SELLER.
9- The BUYER shall not hang a sign or banner etc. related to a foreign brand within the scope of the PRODUCT outside or inside the shop, except for the signboard hung by agreeing in writing with the SELLER.
10- The BUYER accepts and undertakes that the PRODUCTS will be sold only for the consumer and under the conditions specified in this contract, and that it will not sell in wholesale or similar ways.
11- The BUYER agrees and undertakes to sell the PRODUCTS subject to the contract with the brand, packaging and presentation determined by the SELLER.
E-DOCUMENTS AND PAYMENTS:
I-PAYMENTS
1- It is essential that the rights and obligations arising from the commercial relations and transactions between the SELLER and the BUYER are fulfilled on the day.
2-The proof of all payments between the parties depends on the signed receipt.
3- The payments of the BUYER shall first be offset against the maturity difference and default interest debts to the SELLER. Payments made in cash or by check and bond do not indicate that the SELLER waives the due difference and default interest receivables that have arisen and will arise, and the SELLER reserves the right to demand them from the BUYER.
4- It is essential that all sales prices made by the SELLER are paid in cash and in advance by the BUYER. However, deferred sale is possible if it is collateralized as determined and determined by the SELLER. In this case, the costs related to the collateral belong to the BUYER.
5- The BUYER may endorse to the SELLER cheques and/or bills issued in accordance with the Turkish Commercial Code and tax paid by the drawer in return for its debts and upon the written acceptance of the SELLER and for the maturity difference to be calculated and paid separately. The SELLER shall not be held responsible for the failure to protest, loss or destruction of the checks and bills endorsed by the BUYER in the post or in the bank or in any other way.
6- In the event that the bills of exchange given to the SELLER by the BUYER are not collected on the day or are lost for any reason, their amount and the expenses incurred and default interest at the rate of %… per month until the date of payment shall be paid in cash and in lump sum upon the notice of the SELLER. The responsibility for the delay of this notice for any reason belongs to the BUYER who gives a bill of exchange instead of cash payment.
7- In the event that the checks and bills of exchange issued or endorsed by the BUYER to the SELLER are not paid on the due date, their amounts shall be paid to the SELLER by the BUYER at the first notice of the SELLER, by adding the maturity differences from the due date. Otherwise, all debts of the BUYER to the SELLER, including this debt, shall become due and payable.
8-The SELLER shall have no liability to the BUYER in case of any force majeure accepted by law, including but not limited to war, conflict, internal turmoil, occupation, sabotage, strike, lockout, workers’ and civil servants’ resistance, flood, earthquake, fire, raw or semi-finished goods, finished goods and materials imported or not possible to obtain from the domestic market, energy restriction, and other force majeure situations accepted by law.
MATURITY DIFFERENCES, ACCOUNT CHANGES, ADVANCES AND CURRENT PAYMENTS
1- Each invoice issued by the SELLER to the BUYER shall be settled within the period specified in the invoice, in cash and / or with checks and / or bonds of the nature specified in this contract, subject to the acceptance of the SELLER. This period cannot exceed one day. If the payment date specified in the invoice is exceeded in the invoice for the invoice amounts closed with bonds and / or checks, a maturity difference at the rate of %… per month is applied.
2- In the event that the accounts are not closed by the BUYER in due time, all debts and maturity differences of the BUYER to the SELLER, including those closed by bill and/or check, shall become due and payable without any notice from the SELLER.
3- The BUYER has agreed to pay the VENDOR a monthly maturity difference of %..% for delayed payments.
4- The fact that the checks and bonds given by the BUYER to the SELLER have been returned to the BUYER does not indicate that their prices, costs and maturity differences have been paid to the SELLER or that the SELLER has waived them, unless there is a receipt issued and signed by the SELLER that their prices have been paid.
5- The BUYER has accepted and undertaken that the advance notes to be given instead of the advance payments to be made to the SELLER are irrevocable, that they will be paid on the day and that if this contract is terminated for any reason, if no goods have been received in return, they will be returned after … months from the date of termination of the contract.
6- The BUYER agrees and undertakes that the advance notes that are paid on due date and for which he has not received goods in return shall be taken into escrow account and not to demand interest for them.
7- The BUYER accepts and undertakes that the advance notes given by the BUYER shall be cleared and offset against the previous protested notes and bounced check accounts.
8- The BUYER agrees and undertakes to pay the premiums accrued to the SELLER together with the current interest based on the dates of issuance of these premiums, if any premium has been accrued for the advance bills, if the advance bills are canceled and/or not paid on time and/or the reason causing the premium disappears.
9- No premium shall be accrued for any PRODUCT for which the price has not been fully paid and even if paid, it shall be taken back.
II-CHANGES AND TERMINATION
1- Changes in the contract and default interest rates shall be applied as of the date on which they are sent in writing by the SELLER to the BUYER by registered letter. The BUYER who does not accept these interest rates must pay their debts in cash and in full. In cases where a new interest rate is not notified in writing, if it is not specified in the invoice, the monthly %…. interest rate specified in this contract shall apply.
2- In the event that the BUYER violates the provisions of this contract or fails to fulfill its obligations under this contract, the BUYER agrees that the shipment of goods may be stopped by the SELLER, that all or part of the premiums accrued to the BUYER may be canceled unilaterally by the SELLER and that the SELLER has the right to immediately demand the performance of all rights and payment of receivables from the BUYER. If this request of the SELLER is not complied with by the BUYER, all rights and receivables of the SELLER in the BUYER become due and payable without the need for any notice.
3- In the event that the BUYER does not pay any of its debts on the day and/or the checks and bonds issued or endorsed against its debt are not paid on the day and/or the policy issued to the BUYER by the SELLER is protested for non-acceptance and non-payment, the SELLER has the right to unilaterally terminate this contract and to take legal action against the BUYER to collect the balance receivable. However, the provisions of this contract shall apply until the SELLER’s receivable is paid, despite termination for any reason.
4- In the event that the BUYER does not fulfill one of the obligations contained in this contract or violates any of them, the SELLER has the right to terminate the contract with a written notice to the BUYER in accordance with the provisions of the TCC. In case of any termination, the BUYER must immediately pay all debts to the SELLER in cash and def aten.
F-GENERAL PROVISIONS:
I- NOTICE, WARNING, CONFIRMATION AND ADDRESS CHANGES
1- All notices, warnings and confirmations between the parties and objections against them shall be made by telegram, registered letter with return receipt or notary public.
2- The parties are obliged to notify the other party of address changes in writing within …. days. If this notice is not made, notifications sent to the address existing in the contract will have all the legal consequences of a legally valid notification.
II-CHANGE OF AUTHORITIES AND TRANSFER
1- If the persons authorized to represent the BUYER change, the BUYER is obliged to immediately notify the SELLER of this situation and to notify the new signature circular prepared. If the BUYER acts otherwise, he/she shall bear the consequences of this behavior.
2- This contract binds all legal and contractual successors of the parties and shall be effective in favor of and against their contractual and legal successors. The BUYER may not transfer and assign the work subject to the contract and its rights to arise to any other person without the written consent of the SELLER.
III-CHANGE OF THE CONTRACT, CASES OF DISPUTE
1-This agreement may only be amended by an additional agreement signed by the competent authorities of the parties. Even continuous practices, if there is no written and signed amendment, cannot be interpreted to mean that the contract has been amended and no claim can be made on the basis of such practices.
2- In the settlement of disputes arising from or related to this contract, the competent and competent courts specified in the Code of Civil Procedure No. 6100 and the Turkish Commercial Code No. 6102 are deemed competent.
This contract is a whole with all its annexes and has been issued in duplicate on …….. and signed after being read by the parties.
SELLER NAME-SURNAME
SIGNATURE
RECIPIENT NAME-SOYNAME
SIGNATURE
APPENDICES
1)
2)
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