Distance Sales Agreement

 

  1. SUBJECT AND SCOPE

This Distance Sales Agreement (the “Agreement”) regulates the rights and obligations of the parties regarding the sale-delivery of the products/services specified below (the “Product/Products”) that the buyer wishes to purchase by placing an order on the seller's website www.nilky.co (the "Website"), including cases where the buyer transacts through the application on their mobile device, and other related matters. After the buyer approves this Agreement on the Website, the price and costs of the Product/Products ordered will be collected using the selected payment method.


This Agreement has been prepared in accordance with the Law on Consumer Protection No. 6502 (the “Law”) and the Regulation on Distance Sales (the “Regulation”). The parties acknowledge and declare that they are aware of and understand their obligations and responsibilities arising from the Law and the Regulation under this Agreement.

  1. PARTIES


  1. FOOD OPERATOR:

Title : NİLKY İÇECEK VE GIDA SAN VE TİC. A.Ş. (“Nilky”)

Address : Esentepe Mah. Talatpaşa Cad. No:5 İç Kapı:1 Şişli / İstanbul

Tax No : Üsküdar Tax Office - 6311468486

E-mail : support@nilky.co

  1. SELLER/PROVIDER:

Title : KUMSAATİ TAS. BİL. SİS. SAN. HİZ. LTD. ŞTİ. (“SELLER”)

Address : Esentepe Mah. Mithat Ulu Ünlü Sokak No:1C 34394 Şişli / İstanbul

Tax No : Zincirlikuyu Tax Office - 5910118051

E-mail : Mutlu.Ozturk@elips.com

Phone : 0 533 302 30 29 – 0 212 337 02 00

Bank Account : [.]

Branch Code : [.]

Account No : [.]

IBAN No : [.]

Product Return

Address : Kore Sehitleri Cad. Mithat Ulu Ünlü Sk. No:1C Sisli/Istanbul

  1. BUYER/CONSUMER

Name, Surname : [.] (“BUYER”)

Address : [.]

E-mail : [.]

Phone : [.]


  1. All purchases made through the website, including fee collection, sale, shipping, delivery, and return of Product/Products, will be carried out by the SELLER. Nilky is positioned as a food operator only within the scope of this Agreement. The BUYER acknowledges, declares, and undertakes that by shopping through the Website, they enter into a legal relationship solely with the SELLER, that the Product/Products will be delivered by the SELLER, that the invoice for the said purchase will be issued by the SELLER, and that in the event of a product return, the sole contact person will be the SELLER.


  1. PRODUCT, PRICE, PAYMENT AND DELIVERY


  1. The type and kind, brand, quantity, color, code, sale price of the Product/Products, payment information, and delivery information, including the delivery location specified by the BUYER, are as stated below. If the shipping company that will make the delivery does not have a branch in the BUYER's location, the BUYER must pick up the product from another nearby branch to be notified by the SELLER (the BUYER will be informed about this via e-mail, SMS or phone). Other issues regarding delivery and payment are specified in Article 6 below of the Agreement.


Product/Service Name, Type, Brand, Color, Code

Quantity

Price

_______________

_______________

____

____

___________________TL

___________________TL


  1. The basic characteristics (type, quantity, brand/model, color, number) of the Product/Products are published on Nilky's website. If Nilky has organized a campaign, you can examine the basic characteristics of the relevant product during the campaign period. The campaign is valid until the specified date. The prices listed and announced on the site are sales prices. The announced prices and promises are valid until they are updated and changed.
  2. The sale price of the goods or services subject to the contract, including all taxes, is shown below.
  3. The information provided by the BUYER must be accurate and complete. The BUYER agrees to fully compensate for any damages arising from inaccurate or incomplete information and also accepts all responsibility that may arise from such situations. Otherwise, Nilky and/or the SELLER reserve the right to temporarily stop the order as a precautionary measure and cancel it if necessary.

Shipping Fee : [.] TL

Total Shipping and VAT Included Price : [.] TL

Payment Method : [.]

Delivery Address : [.]

Person to be Delivered To : [.]

Billing Address : [.]

Phone : [.]

E-mail : [.]

  1. MATTERS THE BUYER WAS INFORMED ABOUT BEFORE INCURRING A PAYMENT OBLIGATION

The BUYER confirms that they have read and understood all general and specific explanations on the relevant pages of the Website by accepting this Agreement on the Website, before the establishment of the Agreement and before placing an order or incurring a payment obligation, in other words, before proceeding to the payment page.

  • Nilky's and SELLER's title and contact information, as well as current introductory information,
  • The stages of the sales process when purchasing Product/Products from the Website and appropriate tools-methods for correcting incorrectly entered information,
  • Nilky's privacy rules, data usage-processing, and electronic communication rules applicable to BUYER information, and the BUYER's permissions granted to Nilky in these matters,
  • BUYER's rights, Nilky's rights, SELLER's rights, and the procedures for exercising the parties' rights,
  • Shipping restrictions stipulated by the SELLER for Product/Products,
  • Payment methods-tools accepted by the SELLER for the Product/Products subject to the Agreement, and the basic characteristics-qualities of the Product/Products, the total price including taxes (total amount to be paid by the BUYER to the SELLER),
  • Procedures for delivering the Product/Products to the BUYER and information about shipping-delivery-cargo costs,
  • Other payment/collection and delivery information related to the Product/Products and information regarding the performance of the Agreement, and the commitments-responsibilities of the parties in these matters,
  • Product/Products and other goods-services for which the BUYER does not have the right of withdrawal,
  • In cases where the BUYER has the right of withdrawal, the conditions, period, and procedure for exercising this right, and that the BUYER will lose the right of withdrawal if the right is not exercised within the period,
  • In Products with the right of withdrawal, if the Product is damaged or altered due to not being used in accordance with its usage instructions, normal operation, or technical specifications within the withdrawal period, the BUYER's withdrawal request may not be accepted, and in any case, the BUYER will be responsible to the SELLER. In cases accepted by the SELLER, an amount deemed appropriate by the SELLER according to the said damage or alteration may be deducted (offset) from the refund to be made to the BUYER,
  • In cases where there is a right of withdrawal, how the Product/Products can be returned to the SELLER and all relevant financial matters (return methods, costs, refund of product price and any reward points earned/used by the BUYER during the return, free products in campaign sales, other free/discounted opportunities provided, gift vouchers, etc., including deductions and offsets that can be made from the refund to the BUYER, and additional collections from the BUYER in cases where these are insufficient),
  • If the BUYER is a legal entity, they cannot exercise "consumer rights," including the right of withdrawal, for Product/Products purchased for commercial or professional purposes (e.g., bulk purchases are always considered to be of this nature),
  • Processes-applications regarding privacy, personal data, and electronic communications,
  • In case of disputes, the contact information where the BUYER can submit their complaints to Nilky and the SELLER, and that they can make legal applications to District/Provincial Arbitration Committees and Consumer Courts in accordance with the relevant provisions of the Law.


  1. RIGHT OF WITHDRAWAL AND ITS APPLICATION


  1. The BUYER has the right to withdraw from this Agreement without stating any reason and without paying any penalty within fourteen (14) days from the date of receiving the Product/Products.
  2. The BUYER does not have the right of withdrawal for contracts related to the following goods/services, even if they have not been used/benefited from:
  • Goods prepared in line with the BUYER's special requests or personal needs (including those personalized by making changes or additions, special products imported/procured from within or outside the country based on the BUYER's order),
  • Opened and/or used food, beverage, foodstuffs, nutritional products, etc., and goods that are likely to deteriorate quickly or whose expiry date may pass due to the consumer,
  • Food, beverage, foodstuffs, nutritional products, etc., whose protective elements such as packaging, tape, seal, or package have been opened after delivery and whose return is not suitable for health-hygiene reasons,
  • Goods that are mixed with other products after delivery and cannot be separated due to their nature,
  • Services for accommodation, goods transportation, car rental, food and beverage supply, and leisure activities for entertainment or recreation that must be performed on a specific date or period,
  • Services whose performance has started within the withdrawal period with the BUYER's consent,
  • Other goods-services generally considered outside the scope of distance sales under relevant legislation, and cases where the BUYER makes a purchase for commercial/professional purposes.
  1. In cases where the right of withdrawal can be exercised, the BUYER is legally responsible for any changes and damages that occur if the goods are not used in accordance with their operation, technical specifications, and usage instructions within the withdrawal period. Accordingly, if there is a change or damage due to the Product/Products not being used in accordance with their usage instructions, technical specifications, and operation during the period until the withdrawal date, the BUYER may lose the right of withdrawal; in cases accepted by the SELLER, a discount equal to the change/damage will be made from the refunded product price.
  2. To exercise the right of withdrawal, a written notification must be given to the SELLER via registered mail with return receipt, fax, or e-mail within 14 (fourteen) days, and the product must not have been used within the framework of the "Products for which the Right of Withdrawal Cannot Be Used" provisions regulated in this agreement. If the said right is exercised within the period, the Product/Products must be sent to the SELLER's return address specified in Article 2.2 within a maximum of ten (10) days, with the costs borne by the SELLER. The SELLER is obliged to take back the Product/Products within twenty (20) days. If a contracted shipping company and free return option are specified on the Website for product returns, the BUYER will send the Product/Products from a branch of this shipping company. In this return process, the Product/Products must be delivered complete and undamaged, along with their box, packaging, and standard accessories, if any. In addition, in accordance with tax legislation, in cases where a Return Invoice must be issued by the BUYER by law, the Product Return Form will also be filled out and signed along with the invoice to be returned with the Product/Products. Returns of orders for which invoices are issued in the name of institutions (legal entities) will not be accepted unless a Return Invoice is issued.
  3. Provided that the BUYER fulfills the above requirements, the price of the Product/Products will be refunded to the BUYER in a manner appropriate to the payment method used by the BUYER when purchasing the Product/Products, within fourteen (14) days from the date the withdrawal notification reaches the SELLER. To complete the refund process and ensure the consistency of accounting records, a copy of the e-archive invoice must be delivered to the SELLER along with the Product/Products.
  4. The BUYER's legal rights-responsibilities after the withdrawal period for the Product/Products, and Nilky's rights and obligations, including contractual and legal collection-offset rights against the BUYER, encompassing reward points, free/discounted sales, are also separately existing and valid.


  1. GENERAL PROVISIONS


  1. The BUYER accepts, declares, and undertakes that they have read and understood the preliminary information regarding the basic characteristics of the product subject to the contract, the sales price, and the payment method and delivery on Nilky's website, and that they have given the necessary confirmation electronically. The BUYER accepts, declares, and undertakes that they have obtained the address to be given by Nilky to the BUYER within the scope of Article 4 of the Agreement, the basic characteristics of the ordered products, the price of the products including taxes, and the payment and delivery information accurately and completely.
  2. The BUYER accepts, declares and undertakes that they will confirm this Agreement electronically for the delivery of the product subject to the Agreement, and that if the price of the product subject to the Agreement is not paid for any reason and/or is canceled in the bank records, the SELLER's obligation to deliver the product subject to the Agreement will cease.
  3. The Product/Products subject to the Agreement shall be delivered to the BUYER or to the third person/organization at the address specified on the Website, provided that the legal period of thirty (30) days is not exceeded, in accordance with the principles specified below. If the product cannot be delivered to the BUYER within this period, the BUYER reserves the right to terminate the contract.
  4. The SELLER may supply a different product of equal quality and price by informing the BUYER and obtaining explicit consent before the expiration of the performance obligation arising from the contract.
  5. In general, and unless explicitly stated otherwise, delivery costs (shipping fees, etc.) are borne by the BUYER. The SELLER may not pass on all or part of these delivery costs to the BUYER, depending on the campaigns run by Nilky at the time of sale and advertised on the Website. In cases where the right of withdrawal is exercised for all or part of the ordered products, if the free shipping (delivery) campaign (if any, benefiting the BUYER) falls below the minimum shopping amount, the full delivery-shipping fee not collected under the campaign will be deducted from the amount to be refunded to the BUYER (in cases where the BUYER paid a delivery-shipping fee, this fee will be refunded). Similarly, in all cases where the BUYER receives a discount or a free (gift) product of the same nature by shopping for the minimum amount of any Nilky campaign, or wins/uses a gift certificate, etc., if the right of withdrawal is exercised for all or part of the ordered products, and as a result, the minimum amount mentioned is fallen below, or the condition for winning/using a gift certificate, etc. is removed in any way, and thus, the conditions for benefiting from the campaign / conditions for winning or using are violated by the BUYER, the entire amount of the said discount (and the price of the gift product, if any) will be deducted from the amount to be refunded to the BUYER, and if this is insufficient, it will be collected from the payment instrument (including credit card, etc.) used by the BUYER during shopping. If the BUYER has won a (virtual/physical) gift certificate, points, etc. due to their shopping, this will be canceled. If the BUYER has used a (virtual or physical) gift certificate, points, etc., the full amount will again be deducted from the amount to be refunded to the BUYER, and if insufficient, it will be collected as described above. These provisions shall apply equally in all other cases where products are returned, except for defective products, in addition to cases where the right of withdrawal is exercised.
  6. In the event that the BUYER is not personally present at their address at the time of delivery of the Product/Products and the persons at the address do not accept the delivery, the SELLER shall be deemed to have fulfilled its obligation in this regard. In the absence of a person to receive delivery at the address, it is the BUYER's responsibility to contact the cargo company and track the shipment of the products. If the Product/Products are to be delivered to a person/organization other than the BUYER, the SELLER cannot be held responsible for the non-presence of the person/organization to be delivered at the address or their non-acceptance of the delivery. In these cases, all damages arising from the BUYER's late receipt of the Product/Products and the expenses incurred due to the Product/Products waiting in the cargo company and/or the return of the cargo to the SELLER shall also belong to the BUYER.
  7. The BUYER is responsible for checking the Product/Products upon receipt and, if they notice a problem with the Product/Products caused by shipping, for not accepting the Product/Products and having a report drawn up by the cargo company official. The received goods/services will be considered undamaged and sound. The obligation to carefully protect the goods/services after delivery belongs to the BUYER. Otherwise, the SELLER will not accept responsibility.
  8. If the package is not accepted and a report is drawn up; the situation must be reported to the SELLER's customer service unit as soon as possible, along with the copy of the report remaining with the BUYER.
  9. If the BUYER and the credit card holder used during the order are not the same person, or if a security vulnerability related to the credit card used in the order is detected before the product is delivered to the BUYER, the SELLER may request the BUYER to submit the identity and contact information of the credit card holder, the previous month's statement of the credit card used in the order, or a letter from the card holder's bank stating that the credit card belongs to them. The order will be suspended during the period until the BUYER provides the requested information/documents, and if the said requests are not met within 24 hours, the SELLER has the right to cancel the order.
  10. If, for any reason, after the delivery of the Product/Products, the bank/financial institution to which the credit card used for the transaction belongs does not pay the product price to the SELLER or demands a refund of the amount paid, the Product/Products shall be returned by the BUYER to the SELLER within 3 days at the latest. If the non-payment of the product price is due to a fault or negligence of the BUYER, the shipping costs shall be borne by the BUYER. All other contractual and legal rights of the SELLER, including pursuing the claim for the product price without accepting the return, are additionally and in any case reserved. To avoid any doubt; in cases where the BUYER pays the sales price with a credit card, installment card, etc. obtained from banks (including financial institutions), all possibilities provided by these cards are credit and/or installment payment options provided directly by the issuing institution. Product sales realized within this framework, for which the SELLER collects the price in full or in installments, are not credit or installment sales in terms of the parties to this Agreement, but cash sales. The legal rights of the SELLER in cases legally considered as installment sales (including the right to terminate the contract and/or demand payment of the entire remaining debt together with default interest if installments are not paid) are existing and reserved within the framework of the relevant legislation. In case of BUYER's default, default interest at the monthly rate specified by the applicable laws shall be applied.
  11. If the Product/Products cannot be delivered within the legal maximum period of 30 days due to force majeure (such as adverse weather conditions, heavy traffic, earthquake, flood, fire) outside of normal sales/delivery conditions, the SELLER will inform the BUYER about the delivery. In this case, the BUYER can cancel the order, order a similar product, or wait until the force majeure ends.
  12. If the SELLER determines, for a justifiable reason other than force majeure, that it cannot supply the Product/Products subject to the Agreement, it may supply another goods/services of equal quality and price, provided that it clearly informs the BUYER in a legally appropriate manner within three (3) days from the date it learns of this situation and obtains the BUYER's verbal/written approval, or it may cancel the order with the BUYER's approval. The BUYER is free to give or withhold such approval in all respects, and in cases where approval is not given, the contractual-legal provisions regarding order cancellation (termination of the Agreement) shall apply.
  13. In the event that the BUYER cancels the order, for payments made in cash, the product amount will be paid in cash and in full within 14 days. For payments made with a credit card, the product amount will be refunded to the relevant bank within 14 days after the order is canceled by the BUYER. The BUYER accepts, declares, and undertakes that the average process for the amount refunded by the SELLER to the credit card to be reflected in the BUYER's account by the bank may take 2 to 3 weeks, and since the reflection of this amount in the BUYER's accounts after it is refunded to the bank is entirely related to the bank's processing time, the BUYER cannot hold the SELLER responsible for possible delays.
  14. The SELLER reserves its rights of set-off, discount, and deduction arising from this Agreement and the law for the amount to be refunded. The BUYER's legal rights in cases where the Agreement is terminated by the BUYER due to the SELLER's failure to perform its obligation are also reserved and existing.
  15. The BUYER may communicate their requests and complaints regarding the Product/Products and sales to Nilky and/or the SELLER, verbally or in writing, by contacting the communication channels in the introduction of the Agreement.
  16. In the resolution of any disputes that may arise from this Agreement and/or its implementation, Nilky and/or SELLER records (including records on magnetic media such as computer-audio recordings) shall constitute evidence; the parties' rights arising from relevant mandatory legal regulations in this regard are valid and reserved.
  17. Any member who violates one or more of the articles listed in this agreement shall be personally responsible criminally and legally for such violation and shall indemnify Nilky from the legal and criminal consequences of such violations. Furthermore; in the event that this violation is brought before the law, Nilky reserves the right to claim compensation from the member for non-compliance with the membership agreement.
  18. If any of the articles in this Agreement is invalid, this shall not affect the validity of the Agreement and other articles.


  1. STATE OF DEFAULT AND LEGAL CONSEQUENCES

The BUYER accepts, declares, and undertakes that if they make payments by credit card and fall into default, they will pay interest within the framework of the credit card agreement with the cardholder's bank and will be responsible to the bank. In this case, the relevant bank may resort to legal remedies; it may demand from the BUYER the costs incurred and attorney's fees. In any case, if the BUYER defaults on their debt, the BUYER accepts, declares, and undertakes to compensate the SELLER for the loss and damage incurred due to the delayed performance of the debt.

  1. LEGAL REMEDIES AND AUTHORIZED JUDICIAL AUTHORITIES


  1. In disputes arising from this Agreement, the Provincial and District Consumer Arbitration Committees are authorized and competent within the monetary limits determined and announced annually by the Ministry of Customs and Trade as required by law, and the Consumer Courts in cases exceeding these limits. In this context, the BUYER may apply to the Arbitration Committees, Enforcement Offices, and Consumer Courts at their place of residence (domicile) or, if they wish, at the SELLER's place of residence.
  2. The BUYER acknowledges and declares that they have read all the terms and explanations written in this Agreement and in the pre-contractual information that forms an integral part of it, and that they have prior knowledge of all matters written in Article 4 of this Agreement, including the basic features-qualities, sales price, payment method, delivery conditions of the Product/Products subject to sale, all other preliminary information-notifications regarding Nilky, the SELLER and the Product/Products subject to sale, and the right of withdrawal, as well as personal information-electronic communication and reward points conditions, that they have seen all of these electronically on the Website, and that they have accepted the provisions of this Agreement by giving their electronic confirmation-approval-acceptance-consent for all of these and ordering the Product/Products.


  1. EFFECTIVENESS

The BUYER is deemed to have accepted all the terms of this agreement when they make the payment for the order placed through the Site. Nilky is obliged to make the necessary software arrangements to obtain confirmation from the BUYER that this agreement has been read and accepted on the site before the order is placed.


FOOD OPERATOR : NİLKY IÇECEK VE GIDA SAN VE TİC. A.Ş.

SELLER : KUMSAATİ TAS. BİL. SİS. SAN. HİZ. LTD. ŞTİ.

BUYER :

DATE :