Store Agreement

SUPPLIER MEMBERSHIP AGREEMENT 

1. PARTIES  

1.1. AZKarbon Elektronik Ticaret ve Hizmetler A.Ş. ("AZKarbon"),  the owner of the website www.azkarbon.com ("Platform"),  headquartered in Emrez Mah. Akçay Cad. No:64/2 Gaziemir/İzmir; and 

1.2.  [Company name] ("Supplier Member"), headquartered at [Company address], registered in the [Relevant registry] Trade Registry with the number [registry no], Central Registration System No [.........]. 

Each AZKarbon and Supplier Member shall be referred to as a "Party" and together as the "Parties". 

2. SUBJECT AND SCOPE OF THE AGREEMENT 

2.1. AZKarbon operates the online electronic commerce platform www.azkarbon.com ("Platform"), which is owned by AZKarbon, and brings together suppliers and service providers who aim to sell, consumers and people who purchase for professional and commercial purposes on a virtual platform, and is an "e-commerce intermediary service provider" in accordance with the Law No. 6563 on the Regulation of Electronic Commerce and a "hosting provider" in accordance with the Law No. 5651 on the Regulation of Publications on the Internet and Combating Crimes Committed through these Publications. 

2.2. The subject of this Supplier Membership Agreement ("Agreement") is to determine the conditions for the Supplier Member to become a supplier member of the Platform in order to sell the Goods and / or Services that the Supplier Member wants to sell online through AZKarbon's Platform and to benefit from the services and to determine the rights and obligations of the Parties.  

2.3. Upon accepting the provisions of this Agreement, the Supplier Member accepts all kinds of information and statements disclosed by AZKarbon regarding the Platform and all sub-pages and applications connected to this Platform and regarding the use, Supplier Membership and services to be received. The Supplier Member accepts, declares and undertakes that they shall act in accordance with all kinds of matters specified in the statements above and the relevant legislation in force. 

2.4. Except for the cases specified in the relevant legislation, AZKarbon is not responsible for the authenticity, reliability, accuracy or legality of any visual, written or other content on the Platform that is not published by AZKarbon and is not obliged to check the accuracy of such content. Nevertheless, AZKarbon reserves the right, at its sole discretion, to check the contents at any time and to disable or delete them if deemed necessary, but this shall in no way be construed to imply any liability on the part of AZKarbon. If AZKarbon becomes aware that any visual, text or other content provided by the Supplier Member is unlawful, AZKarbon shall immediately remove such content from publication and notify the relevant public institutions and organisations of this unlawful matter. Persons who violate the rights of AZKarbon or third parties with any visual, written or other content published on the Platform are directly responsible for such violation.  

3. RIGHTS AND OBLIGATIONS OF THE SUPPLIER MEMBER 

3.1. The Supplier Member accepts, declares and undertakes that all information provided to the Platform during and after the Supplier Membership request is correct and complete. The Supplier Member shall immediately indemnify AZKarbon for all damages incurred by AZKarbon due to the untruthfulness, misleadingness and violation of any applicable legislation of the information provided by the Supplier Member. Except for the cases specified in the relevant legislation, AZKarbon has no obligation to investigate any information entered into the Platform by the Supplier Member and to verify its accuracy and legality. AZKarbon cannot be held responsible for any damages that may arise in any way whatsoever due to incorrect or inaccurate information and content.  

3.2. The Supplier Member accepts and undertakes to submit the information and documents requested at the time of registration, such as brand, title, contact information, tax office, tax number, central registration system number requested to create a supplier member profile on the Platform, as well as additional information and documents that may be requested by AZKarbon as soon as possible.  AZKarbon reserves the right to request additional information and documents from the Supplier Members to supply services according to the nature of the relevant service. In case of any change in the information and documents submitted by the Supplier Member, the Supplier Member is obliged to notify AZKarbon via the DIS described in Article 5.8 until the end of the day following the date of the change. The Supplier Member accepts and undertakes that all liability arising otherwise belongs exclusively to itself.  

3.3. The username and password information required by the Supplier Member to perform transactions on the Platform is created by the Supplier Member during the realisation of the Supplier Membership, and the security and confidentiality of such information is the sole responsibility of the Supplier Member. The Supplier Member cannot give the password in question to other persons or organisations. The right of the Supplier Member to use the relevant password belongs only to them. The Supplier Member shall be solely responsible for the security, storage, keeping away from the knowledge of third parties and use of the tools (e-mail, username, password, etc.) of the Supplier Member that provides access to the Platform. 

3.4. The Supplier Member accepts, declares and undertakes that the transactions carried out with the user name and password belonging to them have been carried out by them, that the responsibility arising from these transactions belongs to them, that they shall not raise any objection that they have not carried out the business and transactions carried out in this way or that they shall not refrain from fulfilling their obligations based on the objection. They accept, declare and undertake that they are exclusively responsible for all liability that may arise for this reason and all claims and demands that may be asserted against AZKarbon by third parties or competent authorities and that they shall cover all damages and losses incurred by AZKarbon. 

3.5. The Supplier Member agrees not to access the data of other Supplier Members and persons who shop on the Platform ("Members") without authorisation and not to use them in any way whatsoever. Otherwise, any liability shall exclusively belong to the Supplier Member.  

3.6. The Supplier Member may not log in to the Platform via robot or automatic login methods, may not engage in activities that prevent or make it difficult for other users to access the Platform to the detriment of other users and/or may not attack the personality and property rights of other Members. It may not use any technology that damages the Platform or any content on the Platform to spread viruses or use the Platform for any illegal or fraudulent purpose. The Supplier Member may not use the Platform to create, control, update and/or change databases, records or directories on behalf of any person. Otherwise, the Supplier Member shall be solely liable for all kinds of damages and compensation claims of third parties.  

3.7. AZKarbon has taken the necessary measures to protect the Platform from viruses and similar dangerous software within the current possibilities but does not guarantee their absence. However, the Supplier Member is required to procure its virus protection system and take the necessary precautions. The Supplier Member is obliged to carry out all its activities on the Platform in a way that shall not technically damage the Platform in any way and accepts, declares and undertakes to take the measures requested by AZKarbon immediately. The Supplier Member cannot hold AZKarbon responsible for any errors and damages that may occur in its own software and operating systems and any loss of information.  

3.8. The Supplier Member accepts, declares and undertakes that they shall provide all information required to be provided in accordance with the relevant legislation in full and accurately in relation to the Preliminary Information to be provided to the Members who are consumers. The Supplier Member agrees and undertakes to cover all damages that AZKarbon may incur due to violation of this provision. 

3.9. The Supplier Member shall not in any way engage in the marketing and sale of the Goods and Services that are not included in the scope specified by AZKarbon on the Platform. AZKarbon reserves the right to close any Goods and Services for sale, provided that it is announced 15 days in advance via the Platform / Internal Communication System ("DIS"). The Supplier Member also accepts and declares that the Goods to be offered for sale are not within the scope of the prohibited products listed in Annex-1 of this Agreement, are original, unused and not expired. The Supplier Member accepts, declares and undertakes to cover all damages that AZKarbon may incur in case of any violation of this article. 

3.10. The Supplier Member accepts, declares and undertakes to present all the features and visuals of the Goods / Services offered for sale on the Platform, including brand, model, and colour, in a complete and accurate manner, and that the information, advertisements and other content provided are reliable and accurate.  The Supplier Member accepts, declares and undertakes to cover all damages that AZKarbon may incur in case of any violation of this article. 

3.11. The Supplier Member accepts, declares and undertakes that they shall not offer for sale the Goods for which there is no stock, shall ensure that its stock is kept on the Platform in the most up-to-date manner, and shall immediately close for sale the Goods of which stock has been depleted. The Supplier Member shall be liable for any damages arising from a breach of this article.  

3.12. The price of the Goods/Service shall be collected from the Buyer Member via the Platform on behalf of the Supplier Member at the time of purchase and, subject to the Supplier Member's complete and proper fulfilment of its commitments regarding the Goods/Service sold by the Supplier Member, the sales price shall be paid to the Supplier Member within 5 business days from the date the order enters the possession of AZKarbon, and the order reaches the Buyer Member, and in any case within 12 days at the latest from the payment date of the Buyer Member. The Supplier Member shall indemnify AZKarbon for all damages incurred by AZKarbon due to its failure to comply with its obligations under the agreements to be signed between them and the Buyer Member regarding the sale of Goods/Services. 

3.13. The Supplier Member agrees and undertakes not to meet the Goods / Service request of the Member that the Member contacts through the Platform in any medium other than the Platform, except for the cases expressly permitted herein, not to communicate with the Member outside the Platform without the knowledge of AZKarbon regarding the request in question, and not to accept the Member's purchase request outside the Platform and with different sales conditions. The Supplier Member shall not contact the Members in any way whatsoever without AZKarbon's knowledge. Otherwise, without prejudice to and in addition to AZKarbon's other rights arising from the law, the penal clause equal to the sales price of the Goods / Services in question shall be paid to AZKarbon immediately and in cash upon its first request. Furthermore, in such a case, AZKarbon has the right to suspend the Supplier Member's membership for a period of up to 6 months in accordance with the procedure set out in Article 5.15.  

3.14. The posts made by the Supplier Member on the Platform, the ideas, thoughts and comments declared by the Supplier Member are entirely the personal opinions of the Supplier Member, and AZKarbon has no responsibility for them. If any such request is addressed to AZKarbon, AZKarbon shall forward such request to the Supplier Member. In the event that AZKarbon incurs any damages due to the ideas, thoughts, and comments mentioned above, the Supplier shall reserve the right to recourse to the Member. 

3.15. The Supplier Member may not transfer its rights and obligations under this Agreement, in whole or in part, to any third party without the written consent of AZKarbon. 

3.16. In the sales of Goods / Services to be made by the Supplier Member through the Platform, the purchase and sale relationship is established between the relevant Supplier Member and the Member purchasing the relevant Goods / Services, and AZKarbon is not a party to the said sales relationship. In this regard, the Supplier Member shall be personally and exclusively responsible for the quality of all Goods / Services exhibited and sold on the Platform, their compliance with the legislation, the provision of warranty certificates, user manuals and other documents required to be given in accordance with the legislation, invoicing and other necessary accessories, information, documents and brochures, and after-sales service etc., the delivery of goods and services in due time and all other matters in every sense within the scope of the applicable consumer law legislation and other legislation against the buyer Members. The Supplier Member accepts and declares that AZKarbon does not have any responsibility regarding these matters. The Supplier Member agrees, declares and undertakes to indemnify AZKarbon in case AZKarbon suffers any damages due to the lack of such information and documents. 

3.17. The Supplier Member is obliged to issue an invoice for the Goods / Services sold or provided in accordance with the relevant legislation and to deliver it to the Buyer Member. In the event that invoices are not issued on time and as required, the Supplier Member shall be solely responsible.  

3.18. The Supplier Member shall provide AZKarbon with the information contained in the documents required to be issued in accordance with the Tax Procedure Law No. 213 in order to be included in the Platform, and case of any change in these, they shall inform AZKarbon about this issue via the DIS described in Article 5.8 until the end of the day following the date of the change.  

3.19. The Supplier Member accepts, declares and undertakes to inform AZKarbon as soon as possible and, in any case, within 24 hours at the latest about the withdrawal notifications and return processes received by the Buyer Members who are consumers.   

3.20. The Supplier Member accepts and declares that they are aware that all software that enables them to benefit from the Platform is not generally error-free and that AZKarbon makes no representations and warranties regarding such software. 

3.21. In relation to the sales relationship between the Member and the Supplier Member, in the event that AZKarbon makes any payment to the Member for the return of any Goods, costs, compensation, etc., either due to the provisions of the legislation or for any other reason, the Supplier Member shall pay the said payment amount immediately and within 1 business day at the latest from the date of notification by AZKarbon.  

3.22. The Goods to be sent to the Buyer Member must be delivered by the Supplier Member in inadequate, sound and original packaging suitable for transportation. The Supplier Member shall be solely responsible for all damages that may arise if the Supplier Member acts contrary to this article.  

3.23. The Supplier Member accepts, declares and undertakes not to make any direct advertisement, campaign, etc., to the Member without the prior written consent of AZKarbon, not to send samples, promotions, brochures, flyers, etc. in the packages it sends, and not to have the name, title, logo, etc. of any other company, whether or not in competition with AZKarbon, on its packages. The Supplier Member shall not make any negative statements and notifications that may damage AZKarbon, its commercial reputation and its services in any media for 2 years during and after the termination of its membership. Otherwise, the Supplier Member agrees, declares and undertakes to compensate all damages incurred by AZKarbon.  

3.24. In the event that the Supplier Member enters the sales price of the Goods / Services offered for sale on the Platform incorrectly / incorrectly, they are obliged to realise the sale at the price ordered by the Buyer Member.  

3.25. The Supplier Member accepts, declares and undertakes to act in accordance with this Agreement, the Goods / Service sales contract between the Member and the Member, all other rules specified on the Platform, applicable legislation and moral rules, not to commit any violations, not to engage in any behaviour that disrupts public order, violates public morality, disturbs and harasses others, and infringes the intellectual rights of others. Otherwise, all administrative, legal and criminal liability shall exclusively belong to the Supplier Member. 

3.26. In case AZKarbon is subjected to any penalty, compensation, payment or any sanction in case of breach of the obligations set forth in Article 3.26, in this case, the Supplier Member agrees, declares and undertakes to compensate all damages incurred by AZKarbon immediately and within 1 business day at the latest from the first written request to be made by AZKarbon. In such a case, the Supplier Member acknowledges and agrees that AZKarbon shall be entitled to offset such damages against any payments due to the Supplier Member. 

3.27. In addition to Article 3.27 above, in the event of a Supplier Member's breach of Article 3.26, AZKarbon has the right to suspend the Supplier Member's membership for a period of up to 6 months, in accordance with the procedure set out in Article 5.15. In case of any other breach after the first breach by the Supplier Member, AZKarbon has the right to terminate the Supplier Member's membership within the framework of the relevant legislation. In the event that AZKarbon terminates or ends the Supplier Member's membership in accordance with this article, the Supplier Member shall not be entitled to any compensation or similar claims.  

3.28. In addition to the provisions mentioned above, the Supplier Member agrees and declares that AZKarbon may impose the following fines in the event of the following violations. AZKarbon reserves the right to change the penalty amounts specified in this Agreement in accordance with the provisions of the relevant legislation.  

When the Supplier Member does not deliver the Goods to the Buyer Member 

In case of incorrect shipment of Goods and/or incomplete shipment 

In cases where the Goods or Service is defective and / or is of a nature that puts human health and body integrity at risk.  

Total Amount of Unsupplied Goods Penalty Charge Amount 

0 TL -49,99 TL 10 TL 

50 TL -499,99 TL 25 TL 

500 TL – 999,99 TL 50 TL 

1.000 TL – 1.999,99 TL 100 TL 

2.000 TL – 4.999,99 TL 200 TL 

5.000 TL – 9.999,99 TL 300 TL  

10.000 TL ve 99.999,99 TL 500 TL 

100.000 and above 1.000 TL 

In the above cases, the Supplier Member shall be obliged to send a new or equivalent replacement for the relevant Goods. In this case, the shipping cost for the exchange process belongs to the Supplier Member.  

When the Goods subject to the order are delivered later than the specified time 

Total Amount of Delayed Goods in a Shipment Penalty Charge Amount 

0 TL -49,99 TL 10 TL 

50 TL -499,99 TL 25 TL 

500 TL – 999,99 TL 50 TL 

1.000 TL – 4.999,99 TL 100 TL 

5.000 TL and above 250 TL 

3.29. The Supplier Member accepts, declares and undertakes that if their membership is suspended or terminated by AZKarbon, they do not have the right to become a Supplier Member with another user account on the Platform and that they shall not engage in such behaviour.  

3.30. The parameters that can be used in ranking the Goods or Services on the Platform or recommending them to the buyer and which of these parameters can be taken into consideration primarily are set out in the "Algorithm Criteria for Product Ranking" attached as Annex-2 to this Agreement. 

3.31. AZKarbon processes and protects the personal data of the Supplier Member in accordance with the Personal Data Protection Law No. 6698 and the relevant legislation. The Supplier Member can access detailed information on the processing and protection of personal data at https://azkarbon.com/kisisel-verilerin-korunmasi/. 

4. ADDITIONAL OBLIGATIONS OF SUPPLIER MEMBERS PROVIDING SERVICES 

4.1. The Supplier Member providing services accepts and declares that they know the obligations and responsibilities that arise in relation to the service they shall provide and that they have the necessary expertise and experience.  The Supplier Member providing the service is obliged to provide the service in accordance with the needs and demands of the Member receiving the service and the technical requirements within the framework of and in compliance with the legislation and the rules on the Platform in a diligent, careful and best service conditions applicable in the relevant market. Upon request of the Buyer Member, AZKarbon reserves the right to audit the service provided by the Supplier Member.  

4.2. The responsibility for all kinds of permits, approvals, control certificates, licenses, etc., required to be obtained within the scope of the legislation in force regarding the service to be provided belongs to the Supplier Member providing the service if requested by the Buyer Member. Otherwise, any administrative, legal and criminal liability that may arise belongs to the Supplier Member providing the service. The Supplier Member providing services accepts, declares and undertakes to indemnify any damages incurred by AZKarbon and/or third parties for this reason. 

4.3. The Supplier Member providing services accepts, declares and undertakes that they have sufficient number and quality of tools, equipment and employees in order to perform the service to be provided in the best way and that the services subject to the agreement shall be carried out without interruption. The Service Provider Member shall provide the services to be provided personally and through its employees and shall not carry out the said service through subcontractors or other third parties without the knowledge of AZKarbon and the written consent of the Member to receive service.  

4.4. The Supplier Member, who provides services, is obliged to fulfil all obligations arising from the Labor Law, Occupational Health and Safety Law and other legal legislation in a complete and timely manner, and it shall take all measures regarding occupational safety and occupational health, that it and its employees have received the necessary training in this regard and that the responsibilities in this regard do not belong to AZKarbon. It is forbidden to employ uninsured and child labour in connection with the performance of the service.  

4.5. AZKarbon is not responsible for the relationship between the Supplier Member providing services and the Member receiving services. AZKarbon shall not be liable for any damages that may be caused to the Member receiving the service or third parties during the service to be provided by the Service Provider Member or at any time or for the failure to provide the service properly. 

4.6. In the case of services related to turnkey installation projects ("EPC Services"), the Service Provider Member may sign the relevant agreements between the Service Provider Member and the Service Member outside the Platform. In this regard, the Supplier Member shall immediately forward a copy of such agreement to AZKarbon via DIS. In this case, the Supplier Member shall issue an invoice for the EPC Service provided by the Supplier Member in the name of the Member receiving the services by clearly showing the services and charges for the EPC Service in the invoice and shall immediately forward a copy of the invoice to AZKarbon. For EPC Services, the service fee shall be collected directly from the Member to be served by the Supplier Member providing services against the invoice, and AZKarbon's commission fee shall be paid to AZKarbon within 30 days from the date of completion of the EPC Service. On the date of late payment, a late payment interest of 5% per month, calculated daily, shall be charged on the overdue amount. 

4.7. The Supplier Member providing service is obliged to immediately transmit the feasibility study conducted on the Platform ("Quotation") and then the field feasibility study ("Field Feasibility Report") regarding the determinations made at the buyer Member's site to AZKarbon via DIS, including the offer prices resulting from the study. 

4.8. In the event that the Service Provider Member fails to go to the agreed place for the performance of the service or for operations such as discovery at the specified date and time, fails to start, fails to complete the service on the promised date, the Supplier Member shall be responsible for all claims and damages that AZKarbon may encounter, and AZKarbon shall be entitled to suspend the membership of the Service Provider Member for a period of up to 6 months, provided that it complies with the procedure specified in Article 5.15. In case of any other breach after the first breach by the Supplier Member, AZKarbon has the right to terminate the Supplier Member's membership within the framework of the relevant legislation. In addition, in these cases, the Supplier Member is obliged to pay a penalty to AZKarbon in the amount of the amount in the Field Feasibility Report, or if the Field Feasibility Report has not been shared, 5 per thousand of the price determined in the Quotation.  

5. AZKARBON'S RIGHTS AND OBLIGATIONS 

5.1. Except for the cases specified in Article 4.6., the Supplier Member hereby declares and accepts that they have authorised AZKarbon to collect the Goods / Service fee from the buyers for the sales made by AZKarbon in its capacity as their commercial representative and that the buyer Members shall be released from the payment obligation by making these Goods / Service fee payments as shown on the Platform, and that the Members shall not be obliged to make a payment to them. The Supplier Member agrees that the payments made by the Buyer Members shall be paid to the Supplier Member by the direct payment service provider within 5 business days from the date the sales price enters into the possession of AZKarbon and the order is received by the Buyer Member, and in any case within 12 days at the latest from the date of payment of the Buyer Member, after deducting AZKarbon's commission receivable and subject to the provisions of this Agreement.  

5.2. AZKarbon reserves the right to make any changes to the Platform in order for the Platform to function fully and properly. For this purpose, AZKarbon has the right to change the services and contents offered to the Supplier Member from the Platform at any time and without any notice. AZKarbon may monitor, control, and store the communication realised through the Platform, and if it determines that the information and content uploaded to the Platform by the Supplier Member is unlawful, it may close or delete it to the access of third parties, including Members. 

5.3. AZKarbon may disclose the personal information of the Supplier Member to the relevant persons when requested as a legal obligation, for the purpose of complying with legal requirements or when AZKarbon believes in good faith that it is necessary to protect and defend the rights of AZKarbon and the Platform.  

5.4. The personal data received from the Supplier Member both during the nomination of the Supplier Member to the Platform prior to the signing of this Agreement and during the performance of this Agreement may be transmitted to the relevant persons who may be a party to the dispute in order for the Parties to exercise their legal rights, limited only to the subject and scope requested, in disputes arising between other Supplier Members and / or those who sell Goods / Services, in matters of forgery, fraud, misuse of the Platform and matters that may constitute a crime within the meaning of the Turkish Penal Code. 

5.5. AZKarbon may temporarily suspend or completely terminate the operation of the Platform at any time and without any prior notice. In this case, it shall inform the Supplier Member of its reasons. Accordingly, AZKarbon shall have no liability whatsoever to the Supplier Member or third parties.  

5.6. AZKarbon is not responsible for any interruption and/or disruption of service due to technical failure or any other reason.  

5.7. In the event of fraud, data breach or any other situation that creates a suspicion of cyber security risk, AZKarbon has the right to cancel the relevant order or the Supplier Member's membership and terminate this Agreement without prior notice to the Supplier Member. The Supplier Member has no right to make any claim from AZKarbon due to such cancellation. In such a case, AZKarbon shall inform the Supplier Member as soon as possible. 

5.8. AZKarbon has established an Internal Communication System ("ICS") to ensure easy and free communication with the Supplier Member regarding the Platform. The Supplier Member shall make all applications to AZKarbon through the DIS, and AZKarbon shall make all notifications to the Supplier Member through the DIS and via the approved registered email address. The Supplier Member agrees that all notifications to be made by AZKarbon may be made via e-mail until July 1, 2023, in accordance with the relevant legislation.   

 5.9. AZKarbon shall establish a system on the Platform for the Members who are consumers to submit the following requests and notifications and shall immediately forward the requests and notifications received to the Supplier Member.  

(i) notification of the exercise of the right of withdrawal,  

(ii) notice of termination of the agreement,  

(iii) a request for a refund,  

(iv) requesting records of transactions between purchasers who are consumers and the Supplier Member; and  

(v) claims and complaints regarding delivery and performance. 

5.10. AZKarbon charges a fee of TRY 100 per bid for participation in the bidding process for the Members offered by AZKarbon to the Supplier Member on the Platform. This amount shall be subject to increase at the beginning of each calendar year at the rate of the PPI / PPI average according to the 12-month averages announced by the Turkish Statistical Institute. The Supplier Member agrees to pay to AZKarbon the commission amounts up to a maximum of net 15%, which shall be sent by AZKarbon via DIS and e-mail via one of the approved electronic communication addresses, depending on the Goods / Services it sells over the sales it makes on the Platform.  

5.11. AZKarbon reserves the right to make additional charges for the services it may offer to the Supplier Member in the future, except for the service fees specified in Article 5.10. In this case, such fees shall be announced to the Supplier Member via DIS and by e-mail via one of the approved electronic communication addresses. If the Supplier Member does not accept the service fee in question, it has the right to terminate the Agreement by notifying via DIS within 30 days. Otherwise, the fees notified to the Supplier Member shall apply.  

5.12. AZKarbon shall have the right to check or have third parties check the relevant parts of the Supplier Member's books and records in order to verify that the Supplier Member has complied with its obligation under Article 3.13. The Supplier Member accepts and declares that they shall cooperate and provide all necessary convenience in the event of such a request by AZKarbon.  

5.13. The Platform may link to other web domains and/or other content owned and operated by third parties that are not under AZKarbon's control. These links are provided for ease of navigation to the Supplier Member and do not endorse any web space or the person operating such environments. It does not constitute a representation or warranty of any kind regarding the information contained in the linked website. AZKarbon is not responsible for the web areas and their contents accessed through the links on the Platform, and any damages that may arise from the use of these areas are the Supplier Member's responsibility. 

5.14. AZKarbon is not responsible for the services provided and the content published by third parties within the Platform. 

5.15. AZKarbon may restrict, suspend or terminate the services provided to the Supplier Member in cases expressly provided in this Agreement. Except in the case of suspected fraud as set out in Article 5.7, in the event of the existence of such circumstances, AZKarbon shall give the Supplier Member at least 3 business days to explain, stating its reasons clearly and understandably. AZKarbon may restrict, suspend or terminate the intermediary service if the Supplier Member's explanations are insufficient or no explanation is provided. In this case, it shall notify its decision of the Supplier Member within seven business days from the date of receipt of the Supplier Member's explanation or, if no explanation is provided, at the end of the 3 business days given for the explanation. This Agreement shall be deemed terminated on the date of notification of termination. In case of restriction, suspension or termination of the intermediary service, the Supplier Member shall only carry out the business and transactions related to their existing orders, provided that they are in accordance with this Agreement and the law. 

6. INTELLECTUAL PROPERTY RIGHTS 

6.1. AZKarbon owns all intellectual property rights to the AZKarbon brand and logo, the Platform's design, software, domain name and any trademarks, designs, logos and all other content created by AZKarbon in relation to it. The Supplier Member may not use, share or make any changes to them without the written consent of AZKarbon.  

6.2. All intellectual property rights (copyrights and other rights) on the source code, data code, software and database within the system and their developed versions regarding all software constituting the Platform belong exclusively to AZKarbon or AZKarbon has the right to use them, regardless of location, duration, content, medium and number. These cannot be copied by the Supplier Member without the express written consent of AZKarbon; cannot be processed or reverse engineered in whole or in part; cannot be reproduced directly or indirectly in whole or in part of the original and/or to be processed; cannot be disseminated in any form or method; cannot be utilized directly or by means of representation in public places by means of means of signal, sound or picture transmission; cannot be used in digital media and/or mobile devices, cannot be transmitted to the public and cannot be made available to third parties; cannot be recorded on any means of data transmission known at the date of the Agreement or to be produced by technical means to be developed after the date of the Agreement; cannot be used in any audiovisual work and cannot be transmitted to the public, exhibited, modified, adapted or translated by means of methods known at the date of the Agreement or to be developed in the future, by means of means of signal, sound and/or image transmission or by rebroadcasting. 

6.3. In the event that the Supplier Member infringes the intellectual property rights of AZKarbon or third parties, including those who sell on the Platform, the Supplier Member shall be obliged to compensate AZKarbon for all damages arising from such infringement.  

6.4. In the event that a complaint is made to AZKarbon by any third party that the Supplier Member has infringed an intellectual and industrial property right, AZKarbon shall remove the product subject to the complaint from publication without delay, not exceeding 48 hours from the receipt of the complaint application, and notify the Supplier Member via DIS. The notification to the Supplier Member shall specify the methods of appealing the grievance application. Upon such notification, the Supplier Member shall immediately send its objection to the complaint application to AZKarbon via DIS or notary public or registered electronic mail together with the following information and documents:  

a) The name, surname or title of the person objecting, and in case the objection is made in the capacity of authorised representative or attorney, their names and surnames and a document showing that they are authorised to represent, 

b) The grounds for the objection, documents and evidence that the product removed from publication does not violate the intellectual and industrial property rights of the complainant, 

c) Invoice or invoice substitute documents suitable to prove that the product is original, contracts, other documents and evidence showing the owner of the intellectual and industrial property right or the persons who put the product on the market with the authorisation given by the right holder, 

ç) The applicant's declaration that they are responsible for the damages that may arise if the information and documents submitted within the scope of the objection application are false. 

AZKarbon shall not process appeal applications that do not contain the matters specified in this article and shall inform the applicant about the deficiencies. 

6.5. In the event that it is clearly understood from the information and documents submitted under Article 6.4 that the Supplier Member is justified in its objection regarding the complaint applications specified in Article 6.4, AZKarbon shall re-publish the product subject to the complaint within 24 hours at the latest as of the receipt of the objection application and shall notify the right holder and the Supplier Member without delay. AZKarbon shall not process complaint applications regarding the same product and claim unless new documents proving the infringement of intellectual and industrial property rights are submitted, and the applicant shall be notified of this situation. The review to be conducted by AZKarbon shall be limited to the review of the information and documents provided by the Supplier Member. 

6.6. The Supplier Member accepts and declares that they are the owner of the intellectual and industrial property elements on the Goods / Service to be offered for sale from the Platform or that they have the right and authority to sell these Goods and that they do not violate any intellectual and industrial property rights of third parties. The Supplier Member accepts, declares and undertakes to cover all damages that AZKarbon may incur in case of any violation of this article.   

6.7. The Supplier Member consents to AZKarbon to carry out all kinds of marketing and promotional activities related to all trademarks, including registered trademarks, which constitute the main element of the domain names registered in ETBIS, which AZKarbon offers for sale on the Platform and / or owns and / or has rights. The Supplier Member agrees, declares, and undertakes to fully cooperate with AZKarbon for the creation of the necessary technical infrastructure to ensure that all kinds of advertisements are published on the Platform and to provide all necessary documents for this purpose. 

6.8. In the event that AZKarbon determines that the Supplier Member offers for sale on the Platform any Goods/Services contrary to those specified in Article 3.9 above, the Supplier Member shall be obliged to indemnify AZKarbon for all damages incurred by AZKarbon in this regard. In such a case, AZKarbon reserves the right to terminate this Agreement unilaterally and immediately.  

7. DURATION AND TERMINATION OF THE AGREEMENT 

7.1. The term of the Agreement shall be 1 year from the date of signature and shall automatically extend for 1 year each unless either Party sends a written notice of termination 30 days prior to the expiration date.  

7.2. In the event that the Supplier Member breaches any provision of this Agreement or AZKarbon has a reasonable suspicion of such breach, AZKarbon may unilaterally terminate the Agreement by cancelling the Supplier Member's Supplier Membership in accordance with the procedure set forth in Article 5.15.  

7.3. The Supplier Member has the right to terminate the Agreement and leave the membership by notifying AZKarbon at any time. However, in this case, it is obliged to fulfil the orders received from the Members until the time of termination within the framework of its obligations under this Agreement.  

7.4. In the event of termination of this Agreement for any reason, the Supplier Member shall have access for 15 days to the data obtained due to the activities of the Supplier Member during the provision of the intermediary service offered by AZKarbon.  

8. AMENDMENT OF THE AGREEMENT 

8.1. AZKarbon shall make the amendments to this Agreement to the Supplier Member via DIS and also via the approved electronic communication address. Such Agreement amendments shall be put into effect at the end of the 15 days following the date of notification. This period is 30 days in cases that require technical development by the Supplier Member and in cases that have consequences such as increasing commission rates and other service fees, restricting, suspending or terminating the intermediary service, imposing new penal conditions on the Supplier Member, deteriorating the balance of rights and interests against the Supplier Member. 

8.2. The Supplier Member may terminate this Agreement without compensation by notifying via e-mail or DIS before the expiration of this period in case of changes to the Agreement to be implemented at the end of the 30 days. Termination is effective from the date of the notice of termination.  

9. LIMITATION OF LIABILITY 

AZKarbon shall not be liable for any direct or indirect damages that may arise due to breach of contract, tort, or any other cause of action arising out of access to the Platform, use of the Platform or the information and other data, programs, etc. on the Platform. AZKarbon does not accept any liability for interruption of the transaction, error, omission, or interruption as a result of a breach of contract, negligence or other reasons. By accessing or using this Platform or other linked web areas or by using the Platform, it is accepted that AZKarbon is released from all liability, damages and claims, including court and other costs, which may arise as a result of use/visit.  

10. RESOLUTION OF DISPUTES 

10.1. Istanbul Anatolian Courts and Enforcement Offices are authorised to resolve disputes arising from this Agreement.  

10.2. AZKarbon's records (including records on magnetic media such as computer-audio recordings) shall constitute conclusive evidence in resolving any dispute that may arise from this Agreement and/or its implementation. 

11. INTEGRITY OF THE AGREEMENT 

This Supplier Membership Agreement constitutes the entire agreement between the Parties regarding the subject matter. If any provision of this Supplier Membership Agreement is held to be invalid in whole or in part by any competent court, arbitration panel or administrative authority, this Supplier Membership Agreement shall be deemed severable to the extent of such invalidity, and the other provisions shall remain in full force and effect. 

12. FORCE MAJEURE 

If other events ("Force Majeure") such as employee-employer disputes, cyber-attacks, communication problems, infrastructure and internet failures, improvement or renewal works related to the system and failures that may occur for this reason, power outage, fire, explosion, storm, flood, earthquake, migration, epidemic or any other natural disaster or any other event including insurrection, embargo, state intervention, riot, occupation, war, mobilisation, strike, lockout, labour action or boycott beyond AZKarbon's control, which is not due to its fault and which could not have been reasonably foreseen prevent or delay AZKarbon from performing its obligations under this Agreement, AZKarbon shall not be liable for any obligations whose performance is prevented or delayed as a result of Force Majeure and this shall not be considered a breach of this Agreement.  

12. ENFORCEMENT 

This Agreement consisting of 12 articles has been signed by the Parties on ..... and entered into force on the date of signature. Each party keeps the original copy with the original signature. A copy of the Agreement shall be sent by e-mail.  

ANNEX 1 - PRODUCTS NOT SUITABLE FOR SALE 

The sale of the products listed below through the Platform is not permitted in order to comply with the provisions of the applicable legislation.  

If any of your products are rejected, it is due to violations of the rules of the Platform and the rules of publication on the Internet. In such cases, please carefully review the list below.  

If your product can be reviewed and corrected within the scope of the following rules and/or the required documents for sale can be provided, please request to upload the product again by meeting these conditions. 

Prohibited Situations Contrary to the Platform Rules are as follows: 

● Products reflecting the emblems of criminal/terrorist organisations or racist groups that contain praise for organisations and communities associated with terrorism or any crime, insults against Turkishness, Atatürk, national and moral values  

● Products that may contain national, religious, ethnic, political, or cultural discrimination, that are incompatible with fundamental values such as the protection of human rights and freedom of thought, and that contain discourse and visuals that incite social division and conflict 

● Products that contain images and discourses that insult, humiliate, or contain violence against any community and/or any living creature  

● Products containing visuals and discourses that may encourage children and young people to violence and harmful substances 

● Products and product images containing obscenity in order to protect families and children 

● Products and product images that can be considered within the scope of child body exposure 

● Products intended to threaten, attack or repel animals 

● Furs and exotic animal leathers obtained from livestock 

Products Prohibited for Sale on the Internet  

● Counterfeit Money and Forged Documents 

● Goods Subject to State Authorization for Sale and Purchase  

● Contraband and Prohibited Products  

● Books and Publications for which a Restraining Order has been issued 

● Alcoholic beverages / Ethyl Alcohol / Methyl Alcohol / Methanol 

● Unlicensed / Fake / Counterfeit / Counterfeit / Unlicensed Products  

● Face Picture/ Names / Signatures (Except for licensed products)  

● Firearms / Knives Prohibited for Sale / Flammable and Explosives / Pepper Spray and Electroshock 

● Fertilizer containing Ammonium Nitrate and more than 28% by mass of Nitrogen from Ammonium Nitrate  

● Military Equipment / Police Equipment  

● Radios: Low-power radio devices and systems with short-distance access are excluded from the scope of the Regulation on Short Distance Access Radio (KET) Devices.  

● Bugging Devices, hidden camera  

● Official Uniforms  

● Lock Pickers  

● Stolen Goods / Serial Number Removed Products  

● Hazardous Telecommunication Devices  

● Encrypted Broadcast Decoders and Decoders for Encrypted Broadcasters  

● Attack and Program Hacking Software in a Web Environment  

● Tobacco Products / Electronic Cigarettes and Complementary Parts  

● Drugs 

● Prescribed / Non-Prescribed Medicines  

● Products to Help Pass Drug Tests (Drug, Alcohol tests, etc.)  

● All Types of Lenses / Prescribed Eyeglass Frames  

● Medical Devices: Medical devices without a "Sales Center Authorization Certificate" shall not be opened for sale. Medical devices that cannot be used by the patient on their own, that must be applied or used with the help of a healthcare professional, or that are intended for the use of healthcare professionals only cannot be sold.  

● Covid 19 Diagnostic Kits  

● Hearing Aid / Prosthesis / Orthosis  

● Veterinary Medicinal Products  

● Herbal Medicinal Products / Homeopathic Medicinal Products: Herbal products that contain a statement (on the box and/or in the product description) that they have the same effect as any medical drug and/or treat any disease cannot be sold. 

● Enteral Nutrition Products / Diet Foods for Special Medical Purposes, Baby Foods for Special Medical Purposes / Sports Nutrition: Herbal products that contain a statement (on the box and/or product description) that they have the same effect as any medical drug and/or treat any disease cannot be sold. 

●Cosmetic Products: Promotion of cosmetic products; 1. Statements and/or implications related to treating or preventing any disease, assisting in its treatment, diagnosing and/or correcting, regulating and/or changing a physiological function, 2. Declarations that claim and/or imply that they renew, correct and/or change physiological functions as a result of pharmacological, immunological and/or metabolic effects; 3. Declarations referring to the effect of a medicinal product for human use cannot be used 

● Agricultural Pesticides and Spraying Machines: For the sale of agricultural pest control tools and machinery and agricultural pesticides, the sale of products by sellers who do not have a "Dealership Authorization Certificate" issued by the provincial directorates of the Ministry of Agriculture is not allowed. (Authorization certificate is not required for the sale of hand-held or garden-type tools).  

● Products Hazardous to Human Health / Carcinogenic Substances  

● Human and Other Living Organs  

● Livestock  

● Airbag and Equipment  

● Seat Belt Adapter  

● Fresh Food Products that should not break the Cold Chain or should be consumed daily  

● Products Prohibited by the Ministry of Health or the Ministry of Food, Agriculture and Livestock  

● Products of Pornographic Content and Sexual Activity 

● E-mail addresses and lists / Phone numbers / Internet Membership Accounts  

● Listings without Product Characteristics  

● Gift Vouchers / Discount Coupons  

● Promotional products and student publications are provided free of charge by MoNE  

● Stocks / Virtual Money / Bonds / Bills /  

● Cultural and Natural Heritage  

● Medals and Signs: State Medal of Honor, State Pride Medal, State Distinguished Service Medal, State War Medal, State Order, Republic Order, and Order of Merit cannot be sold.  

Illegal Product Descriptions as Health Claims  

 It is against the legislation for the products you plan to open for sale on AZKarbon to contain statements that are referred to as health claims (reduces itching, good for eczema, accelerates healing, rejuvenates, etc.) and can only be attributed to medicines. 

In this regard, the use of the statements in the list we have prepared to help you in this regard and similar statements in product images, names and descriptions on AZKarbon is strictly prohibited, and products containing such statements are removed from publication. We want to point out that the above list of prohibited health claims is not limited to these examples and is for informational purposes only. 

Annex 2 - Algorithm Criteria (Parameters) in Product Ranking 

The parameters that can be taken into consideration as a priority in the display on the Home Page are as follows: 

Algorithm Criteria  

● Previous user activities related to the product (number of views, clicks, purchases, etc.)  

● User Reviews (Vendor Reviews, Product Reviews, Customer Complaints) 

● Seller Operational Metrics (Number and Rate of Returns, Number of Failure to Supply, etc.)  

● Likelihood of user purchase (User Segment, similarity rates of users)  

● Banner* Performance Metrics (previous performance of products, sales forecast of products, campaign information, etc.)  

*Banners are the components on the homepage that redirect to pages such as boutique, search, etc.  

Algorithm Criteria to Prioritize Ranking on the Page  

● Customer Comments and Reviews for products (number of comments, comment content, number of reviews, review scores, number of reviews with photos, photos in reviews)  

● Previous user activity (number of views, clicks and/or purchases) and/or previous price information on the product 

● Keyword and/or search result entered by the customer in the search bar (number of times the category filter is used, category-based click-through data, relationship between the search term and product information)  

● Likelihood of purchase by the user in AZKarbon (User Segment, similarity rates of users)  

● User's activities on the Platform (products visited in the same session, products purchased after browsing in the same session, products visited by the user, etc.)  

● Relationship rate between products (product information, name, image, etc. and product previous user actions) and complementarity rate (product information and product previous user actions)  

● Ad Information (cost per click, ad Budget, etc.) and Ad-related Action Data (number of clicks, views and purchases of the advertised product). Other Algorithm Criteria that can be taken into account in Ranking  

Other Algorithm Criteria to Consider in Ranking 

● Activities of Users Similar to the User on the Platform (number of purchases made on the Platform to date, shopping amount, payment method, number of returns, membership status, prices of category-based products, membership date, application platform used, time elapsed since product actions, categories and/or brands of products purchased, reviewed and favourited, etc.).  

● Which channel did the user come from and/or which advertisement did the user click on outside the platform  

● User's Demographic Information (Gender, Age, Address, etc.)  

● Product Information ** (Name, Description, Image, Size, Price, Category, Brand, Seller, Product Features, Stock Status, Release Date, etc.)  

**It refers to the changes in the ranking according to the search made due to the filter applied by the customer and if the seller enters this information correctly and completely. These characteristics can also be used for grouping and comparing products.  

● Product Campaign Information (Price discount, cart discount, coupon definition limit and amount, shipping price, delivery time, etc.)  

● Previous Sales Data of the Product 

● Complaints from Customers about the Product (high price, faulty content, etc.)  

● Reviews (Vendor Reviews, Product Reviews, Customer Complaints, response time to requests, etc.)  

● Seller Store Information: Number of Followers, Coupon Information, Panel Usage, coupon application, quantities and barrels. 

● User History: Number of purchases made to date, amount, payment method, number of returns, membership status, etc.)  

● User's likelihood of purchase (User Segment, similarity rates of users, Seller/Review Ranking Score. 

● Action Data of Advertised Products (Number of clicks/views/purchases of the advertised product, data on adding to cart, etc.)  

● Video Information (Owner of the Video and Date Created, etc.) 

● User search term-based actions (filters used in searches and their usage, number of times products/vendors are shown and displayed (clicks) in the relevant search, similarity between the relevant search term and product/vendor names, etc.). 

● User Behavior (save/click/favourite/share/add to cart/buy etc.)  

● Information about the influencer (Number of Followers, Audience, Content Produced, Popularity, etc.)