# B2B WHOLESALE SALES AND DELIVERY AGREEMENT

1. PARTIES 

This Agreement is entered into between:

SELLERI:

Title: BABEKS TEKSTİL SANAYİ VE TİCARET LİMİTED ŞİRKETİ

Address: Uşak, Türkiye

Email: [email protected]

Tax No :1280992924

BUYER /DEALER :

The legal entity or commercial enterprise placing an order through babycosy.tr. 

The Buyer explicitly declares that all purchases are made strictly for commercial, professional, or wholesale distribution purposes under the Turkish Commercial Code (Law No. 6102).

2. SCOPE & NATURE OF TRANSACTION

This Agreement regulates the wholesale purchase, payment, packaging, and commercial delivery terms of organic baby clothing products. Consumer Protection Law (Law No. 6502) and statutory consumer rights (such as consumer right of withdrawal / tüketici cayma hakkı) DO NOT apply to transactions between commercial entities under this Agreement.

3. ORDERS & PRICING 

- All prices quoted on babycosy.tr are in USD (United States Dollars) and exclude VAT, import duties, customs clearance costs, and shipping charges unless explicitly stated otherwise (e.g., EXW / FOB / CIF terms).

- Orders are subject to Minimum Order Quantity (MOQ) and case pack/assortment specifications defined per product line.

- Orders become binding once approved by the Seller and payment is confirmed.

4. DELIVERY & SHIPMENT:

- Products are packaged in wholesale export cartons.

- Deliveries are processed under agreed Incoterms (default: EXW or FCA Uşak / Istanbul, unless agreed in writing).

- Transportation risks, export/import custom procedures, and associated freight costs belong to the Buyer unless a specific door-to-door freight rate is agreed and invoiced.

5. INSPECTION & COMMERCIAL DEFECT NOTIFICATION :

Under Article 23 of the Turkish Commercial Code (TTK):

- The Buyer is obligated to inspect the delivered cartons and goods upon receipt.

- Any open/visible defects, transit damages, or missing packages must be reported in writing within 2 (two) business days of delivery, accompanied by photographic evidence and official carrier damage reports.

- Hidden defects must be reported in writing within 8 (eight) business days.

- In accordance with commercial trade practices, non-defective wholesale goods cannot be returned or refunded once accepted.

6. GOVERNING LAW & JURISDICTION :

This Agreement is governed by the laws of the Republic of Turkey. Any disputes arising from commercial transactions shall be resolved exclusively by the Commercial Courts and Enforcement Offices of Uşak, Türkiye.