Seller Agreement
SELLER AGREEMENT
PARTIES
This seller agreement (“Agreement”) is entered into between BULKOON AYAKKABI VE DERİ ÜRÜNLERİ SANAYİ TİCARET LİMİTED ŞİRKETİ (“Bulkoon”), located at AKÇABURGAZ MAH. 3027. SK. NO: 1 F ESENYURT/ISTANBUL, and the natural or legal person merchant (“Seller”) who offers products for commercial/professional sale through the Platform and establishes sales contracts with Buyers. Hereinafter, the parties are collectively referred to as the Parties and individually as a Party.
DEFINITIONS
Bulkoon: BULKOON AYAKKABI VE DERİ ÜRÜNLERİ SANAYİ TİCARET LİMİTED ŞİRKETİ
Seller: A natural or legal person merchant who offers products for commercial/professional sale through the Platform and establishes sales contracts with Buyers.
Buyer: A natural or legal person merchant who purchases the Seller’s products for commercial/professional purposes through the Platform.
Platform: A multi-vendor e-commerce platform operated by Bulkoon where Sellers list products and Buyers place orders.
Intermediary Service Provider: A platform providing an electronic commerce environment for economic and commercial activities of others pursuant to Law No. 6563 and related legislation.
SUBJECT AND SCOPE OF THE AGREEMENT
3.1. This Agreement regulates the procedures and principles of the commission/service relationship between the Parties regarding the Seller opening a store on the Platform, listing products, selling to Buyers, and sharing the financial, legal, and penal responsibilities arising from these transactions.
3.2. The Parties irrevocably acknowledge that the Platform is exclusively intended for wholesale trade among merchants and craftsmen; therefore, the Consumer Protection Law No. 6502 (TKHK) and related Consumer Regulations shall not apply to this Agreement or any sales established under this Agreement.
LEGAL STATUS OF BULKOON
The Platform operated by Bulkoon is a B2B (Business to Business) online marketplace that brings suppliers and buyers together electronically. Bulkoon and the Platform qualify as an "Intermediary Service Provider" under the Electronic Commerce Law No. 6563. Sales contracts for products sold on the Platform are established directly between the Seller and the Buyer. The Platform only provides listing, ordering, communication, and payment infrastructure as an intermediary service provider and is not responsible for product quality, delivery processes, compliance with legislation, warranty obligations, or after-sales services. The Platform is not liable for damages arising from system outages, data loss, or technical failures.
SELLER’S OBLIGATIONS AND COMMITMENTS
5.1. The Seller guarantees that all visuals, descriptions, technical specifications, and pricing information for products listed on the Platform are accurate, up-to-date, and in stock. The Seller agrees not to use unverifiable or legally prohibited comparative advertising phrases such as "best" or "cheapest" in product descriptions. The Seller accepts that all administrative, penal, and legal liabilities arising from misleading or incomplete information belong exclusively to the Seller.
5.2. The Seller is obliged to act as a "prudent merchant" pursuant to the Turkish Commercial Code No. 6102. Accordingly, the Seller must ship orders within the legally specified timeframes, professionally package products to protect them from external factors, and avoid any behavior or communication with Buyers that would damage Bulkoon’s brand value.
5.3. The Seller guarantees that the products offered on the Platform are original and do not infringe any intellectual property rights, including trademarks, patents, industrial designs, or copyrights under the Law on Intellectual and Artistic Works (FSEK) and Industrial Property Law (SMK). Upon request, the Seller must immediately provide invoices and authorization documents (e.g., dealership or import licenses) proving the supply chain. If products are found to be counterfeit, smuggled, or infringing intellectual property rights, the Platform reserves the right to remove listings, suspend the store, and immediately terminate the Agreement.
5.4. The Seller must issue e-invoices or e-archive invoices in accordance with legal requirements for each sale and deliver them to the Buyer (either with the product or electronically). The Seller is responsible for any administrative sanctions or penalties imposed on the Platform by public authorities due to failure to report or incorrect invoicing under tax legislation.
5.5. The Seller declares that the production, import, packaging, and labeling processes of the products comply with legislation. The Seller agrees not to list products subject to sales restrictions or special permits (e.g., pharmaceuticals, chemicals, firearms) in violation of Platform rules.
5.6. If the Seller breaches its obligations under this Agreement, sells defective/counterfeit products, or infringes third-party rights, the Seller shall immediately indemnify Bulkoon for any compensation paid to third parties (Buyers, rights holders, etc.), administrative fines imposed by official authorities (Ministry of Trade, Advertising Board, BTK, etc.), litigation costs, attorney fees, and all related expenses upon first written request without any court decision or notice. Bulkoon has the right to offset these amounts against any current or future receivables of the Seller on the Platform without consent.
PAYMENT INSTITUTION AND COLLECTION AUTHORITY
6.1. The Seller agrees to pay Bulkoon commission/service fees for sales made through the Platform. Unless otherwise agreed, applicable commission rates/service fees are the current rates/fees defined in the Seller Panel.
6.2. Bulkoon reserves the right to unilaterally update commission rates/service fees based on market conditions, economic changes, or its commercial policies.
6.3. The Seller authorizes Bulkoon and Bulkoon’s contracted Payment Institutions (e.g., PayTR, Iyzico) as "Direct Representatives" to collect sales proceeds on behalf of the Seller.
6.4. Amounts collected on behalf of the Seller will be transferred to the Seller’s IBAN account after the Seller’s defined refund/approval period (or delivery confirmation) expires, deducting Bulkoon’s commission and service fees. Bulkoon has the right to offset commission/service fees and any other debts of the Seller (penalties, listing fees, etc.) against the Seller’s receivables without notice.
BYPASSING THE PLATFORM AND EXTERNAL COMMUNICATION PROHIBITION
7.1. The Seller agrees, declares, and undertakes not to bypass the Platform by establishing direct or indirect commercial relations (via another platform, personal website, physical store, etc.) with Buyers met or engaged through the Platform without Bulkoon’s written permission. This prohibition applies during the Seller’s Platform membership and for 12 (twelve) months after termination for any reason.
7.2. The Seller agrees, declares, and undertakes not to include any materials (business cards, brochures, catalogs, discount coupons, etc.) containing website addresses, phone numbers, social media accounts, email addresses, or references to sales channels outside the Platform in product packages, boxes, or packaging sent for sales made through the Platform.
7.3. In case of violation of the above provisions, the Seller agrees and undertakes to pay a penalty equal to 10 (ten) times the current commission rate calculated on the total trade volume related to the violation immediately and in cash upon Bulkoon’s first written request. The Seller acknowledges having merchant status, accepts this penalty is not excessive, and waives the right to request reduction. Bulkoon reserves the right to claim all damages, including lost commissions, marketing expenses, damage to customer portfolio, and general business losses, and to offset these against the Seller’s receivables.
7.4. Violation of this article constitutes a material breach of the Agreement. Upon detection (via Buyer complaints, audits, or mystery shopper methods), the Platform has the right to immediately terminate the Agreement without compensation.
CONFIDENTIALITY AND PERSONAL DATA PROTECTION
8.1. Unless otherwise stated in writing, all information, documents, plans, projects, fees, and any other data obtained or learned by either Party from the other in connection with this Agreement shall be considered confidential and shall not be disclosed, copied, reproduced without permission, or shared with third parties.
8.2. Information known to the Parties before entering into this Agreement or already publicly available is not subject to confidentiality under clause 8.1.
8.3. Parties may share confidential information only with employees who need to know it for business purposes and must warn and inform such employees of confidentiality obligations. Any disclosure caused by an employee shall be the responsibility of the disclosing Party.
8.4. The disclosing Party shall indemnify the other Party for any damages arising from breach of confidentiality.
8.5. Upon termination of the Agreement, the disclosing Party may request the return or destruction of information and documents from the other Party. Confidentiality and indemnity obligations survive termination of the Agreement.
8.6. The Parties shall comply with the Personal Data Protection Law No. 6698 (“KVKK”) regarding personal data shared or learned during the performance of this Agreement (e.g., Buyer data accessed by the Seller such as name, address, phone number). The Parties shall not use or share such data outside the scope of the commercial relationship and shall delete or destroy the data upon termination of the Agreement. They accept liability for damages or sanctions arising from violations. This clause applies also to personnel and employees.
8.7. Any Party violating the above obligations shall compensate the other Party for damages, including compensation and administrative fines paid to third parties or authorities, within 7 days of first demand.
8.8. These obligations shall remain in effect indefinitely after termination of the Agreement.
FORCE MAJEURE
9.1. Neither Party shall be liable for failure or delay in performing contractual obligations due to causes beyond their control, including natural disasters, fire, explosions, civil wars, wars, uprisings, terrorism, public movements, mobilization, strikes, lockouts, national mourning, or pandemics (collectively “Force Majeure”) that directly prevent performance or obstruct activities under this Agreement for the duration of such events.
9.2. The affected Party shall notify the other in writing within 10 (ten) days of the Force Majeure event, its effects, and estimated duration, and take all reasonable steps to mitigate adverse effects and resume performance. If the Force Majeure lasts longer than one week, either Party may terminate the Agreement freely. In such case, neither Party may claim compensation from the other, and each shall bear its own costs.
OTHER PROVISIONS
10.1. The Parties agree that Platform database records, log files, and electronic correspondence constitute "Conclusive and Exclusive Evidence" pursuant to Article 193 of the Code of Civil Procedure in case of disputes.
10.2. All disputes arising from the rights and obligations under this Agreement shall be subject to the jurisdiction of Istanbul Central (Çağlayan) Courts and Enforcement Offices. In such disputes, commercial books and records of the Parties shall be conclusive evidence under Article 193 of the Code of Civil Procedure. This clause constitutes an evidence agreement.
10.3. Waiver, cancellation, nullification, or amendment of any provision of this Agreement shall not be interpreted as termination of the Agreement.