Distance Sales Agreement

1. Parties

This Distance Sales Agreement (“Agreement”) is concluded between:

Seller / Service Provider
TAYFUN SİLVER KUYUMCULUK HEDİYELİK EŞYA BİJUTERİ SANAYİ VE TİCARET LİMİTED ŞİRKETİ
Trade name / brand: Tayfun Silver
Registered address: Emin Sinan, Yeniçeriler Cd. No: 9/A, 34126 Fatih / İstanbul, Türkiye
Tax office: Beyazıt Tax Office
Tax number: 8320959866
MERSIS number: 0832095986600001
Trade registry number: 402262-5
Telephone: +90 530 289 69 06
E-mail: info@tayfunsilverwholesale.com
Website: https://www.tayfunsilverwholesale.com

Hereinafter referred to as the “Seller”.

The Buyer is the company or professional acting within its commercial or professional activity, using a trade account on the Tayfun Silver Wholesale platform and placing wholesale orders. The Buyer’s legal details and contact information are those provided during registration and in the relevant order. Hereinafter referred to as the “Buyer”.

The Seller and the Buyer are jointly referred to as the “Parties” and individually as a “Party”.

2. Subject and Scope of the Agreement

This Agreement sets out the terms for distance sales and delivery of jewellery and related products supplied by the Seller to the Buyer via the website tayfunsilverwholesale.com and other authorised distance communication channels (such as e-mail or messaging tools).

It must be read together with the following documents, which form part of the overall contractual framework:

• Membership Agreement
• Sales Agreement
• Terms & Conditions
• Payment & Returns Policy
• Warranty & Returns Terms
• Shipping Policy
• Delivery Terms
• Privacy Policy
• Privacy & Security
• Cookies
• Payment Security

In case of any inconsistency between this Agreement and a specific written contract, pro-forma invoice or framework agreement with a particular Buyer, the latter will normally prevail for that relationship.

For clarity, where there is a conflict between (i) a signed special or framework agreement, (ii) the pro-forma invoice and/or written order confirmation for a specific order, (iii) this Agreement and (iv) the policy pages and platform notices, this order of precedence will generally apply.

The platform and this Agreement are intended exclusively for B2B / trade use. By accepting it, the Buyer represents that it acts for commercial or professional purposes and not as a private consumer. Any mandatory consumer protection rights that may exceptionally apply under the objectively relevant law remain reserved for that specific case only and do not change the general B2B nature of the platform.

3. Formation of the Contract

The Buyer:

• Submits a membership application containing the required business information,
• Has its account approved and activated by the Seller,
• Places an order via the website or other authorised channels,
• Reviews and approves the order summary, pricing and applicable policy links.

Thereby submits a purchase request on a distance selling basis.

The product lists, catalogues and prices displayed on our website are provided to enable customers to explore our collections and initiate the purchasing process based on the stated prices. Unless expressly stated otherwise, the listed prices constitute the final sale prices. Completion of the sale is subject to stock availability and the Seller’s approval of the order.

A binding sales contract is typically formed when:

• The order is approved by the Seller, subject to stock availability, and
• Where applicable, payment has been received and allocated to the relevant order.

Before confirming the order, the Buyer declares that it has reviewed the key product characteristics, unit prices, total amount (including applicable taxes and estimated shipping charges), and delivery and payment information, and that by confirming the order it accepts these.

4. Wholesale-Only Nature and Status of the Parties

The Tayfun Silver Wholesale platform is designed exclusively for professional and business customers, such as jewellery retailers, distributors and agents. By creating an account and placing orders, the Buyer confirms that it acts on behalf of a business and for business purposes.

The Seller may approve, limit or refuse membership applications and orders at its discretion, taking into account business profile, order history, risk, region and commercial strategy.

5. Products, Pricing and Minimum Order Values

Unless explicitly stated otherwise, all prices displayed to logged-in members are wholesale prices. Prices may be updated from time to time in response to silver prices, FX rates and other input costs.

For a specific order, the binding price is the one:

• Confirmed in the pro-forma invoice or order confirmation,
• Fixed at the moment the cleared payment is received and matched to the order.

Unless otherwise stated in the relevant pro-forma invoice, quoted prices remain valid for a limited period (typically 1 business day) from the date of issue and may be updated thereafter. For the purposes of this Agreement, “business day” means a day on which banks in Istanbul, Türkiye are generally open for business.

To maintain a wholesale model, the Seller applies minimum order requirements. As a general rule, the minimum order value is 750 (seven hundred and fifty) USD per order. If a higher minimum value or weight is indicated on the platform, in a quotation or in a pro-forma invoice, that higher minimum applies to the relevant order.

The Seller may also define minimum quantities per reference, plating, size, stone colour or collection, as well as rules for assortments or collection packs. Current guidelines are communicated via platform notices, quotations, pro-forma invoices and the Payment & Returns Policy.

Unless expressly stated otherwise, prices are exclusive of any customs duties, import VAT, brokerage fees, storage charges and other local amounts payable at destination.

Due to handcrafting and production processes, small variations in gram weight, plating tone, gemstone shade and details are normal. Within the technical tolerances described in the Warranty & Returns Terms and Delivery Terms, such differences are considered acceptable and not a defect.

6. Payment Terms and Payment Security

Unless expressly agreed otherwise in writing (for example specific credit terms), all wholesale sales are conducted on a prepayment basis.

Accepted payment methods may include international bank transfer and, where available, authorised card or gateway payments. Details are indicated on the relevant pro-forma invoice or invoice.

No production or dispatch will begin before the Seller’s finance team confirms that:

• Cleared funds have reached the Seller’s account, and
• The payment has been successfully allocated to the correct order reference.

Any bank charges, intermediary fees or FX conversion costs incurred on the Buyer’s side are borne by the Buyer. The net amount received by the Seller must match the invoice amount.

Where card payments are offered, card data is processed by trusted external payment service providers. Full card numbers are not stored on the Tayfun Silver Wholesale platform. Further details are provided in the Payment Security and Privacy & Security pages.

If the Seller grants specific credit terms in writing, any overdue amounts may accrue commercial default interest at the rate permitted by applicable law, and the Seller may suspend production, dispatch or further orders until full payment is received, and may recover reasonable collection costs.

The Seller may refuse, reverse or refund a payment and cancel an order in cases of suspected fraud, payment errors, sanctions issues or other legal or risk-based concerns.

7. Delivery, Transfer of Risk and Customs

The applicable Incoterms® (e.g. EXW, FCA, CPT or others) and delivery method for each shipment are specified on the quotation, pro-forma invoice, order confirmation and/or commercial invoice. The point at which risk passes from the Seller to the Buyer is determined according to the agreed Incoterms® and the explanations in the Sales Agreement, Shipping Policy and Delivery Terms.

Production lead-times cover the period from order confirmation and payment clearance until the goods are ready for dispatch. Delivery or transit times run from dispatch until the first delivery attempt at the address provided by the Buyer, subject to customs and local conditions. All timings are indicative and do not constitute a guarantee of delivery on a specific date.

Unless otherwise explicitly agreed in writing, customs duties, import VAT, brokerage fees, storage charges and other local amounts payable at destination are the Buyer’s responsibility. Non-payment may lead to delays, storage, return or destruction of the goods by authorities or carriers, and any resulting losses and costs may be charged back to the Buyer.

Depending on the route, carrier and declared value, shipments may be fully insured, partially insured or subject to carrier standard liability limits, as described in the Shipping Policy and Delivery Terms. In all cases, the Seller’s maximum responsibility for loss or damage in transit is limited to the amounts actually recoverable from the carrier or insurer, up to the invoice value of the affected goods.

Title to the goods may pass at a different point from risk transfer (for example upon full payment), depending on applicable law and any agreed retention-of-title clauses. To the extent permitted by applicable law, legal title to the goods remains with the Seller until the full invoice amount has been received.

8. Inspection, Warranty Scope and Claims Procedure

The Seller provides a manufacturing warranty limited to manufacturing faults and packing errors under confirmed wholesale orders, in line with the Warranty & Returns Terms.

The Buyer must inspect the cartons and contents within the inspection window defined in the Warranty & Returns Terms and Delivery Terms (for example, within 72 hours after delivery, unless otherwise agreed).

In case of suspected manufacturing fault or packing error, the Buyer shall notify the Seller in writing within the applicable window and provide:

• Company name and contact person,
• Order or invoice number,
• Item codes (SKU), plating or stone colour details,
• Quantities affected,
• Clear photos or short videos showing the issue,
• A brief description of when and how the issue was discovered.

The Seller may request additional information or physical samples. The Seller’s quality team will determine whether the case qualifies as a manufacturing fault, packing error, transport damage or a situation outside the warranty (such as normal wear, misuse or damage after delivery).

Typical exclusions from the warranty include, among others:

• Normal wear and tear, scratches, dents or gradual changes from regular use,
• Oxidation, tarnishing or discolouration caused by chemicals, cosmetics, perfumes, humidity or sweat,
• Damage caused by impact, dropping, bending, pulling or similar stress after delivery,
• Differences within agreed technical tolerances (weight, plating tone, stone shade, handcrafted details),
• Unsold stock, over-ordering or changes of mind,
• Exclusive designs, private label / OEM items, except in cases of confirmed manufacturing fault.

If a manufacturing fault or packing error is confirmed, the Seller may, at its discretion and acting in good faith, offer one or a combination of:

• Price adjustment or discount,
• In exceptional cases, partial or full refund via the original payment method.

9. Withdrawal, Return, and Credit Policy

Transactions carried out through the platform are wholesale / B2B in nature. Therefore, as a general rule, the Buyer is not entitled to the general right of withdrawal or no-fault return rights that may apply to consumer transactions.

However, if under applicable mandatory law the Buyer is exceptionally deemed to be a consumer in relation to a specific transaction, any mandatory consumer rights applicable to that specific transaction shall remain reserved and shall apply to the extent required by law. Such exceptional cases do not alter the platform’s general wholesale / B2B nature.

Except for such exceptional cases, any return, exchange, refund or credit request shall be evaluated solely in accordance with the Payment & Returns Policy and the Warranty & Returns Terms.

In particular, an appropriate remedy may be offered in cases involving confirmed manufacturing faults, product preparation errors or packing errors, as determined by the Seller upon review. Requests falling outside these circumstances may be considered only on an exceptional basis at the Seller’s commercial discretion and without creating any precedent or ongoing obligation.

10. Intellectual Property and Brand Use

Unless otherwise indicated, all content on the Tayfun Silver Wholesale website – including text, designs, photographs, logos and layouts – is owned or licensed by the Seller and protected by applicable intellectual property laws.

The Buyer may view, download or print materials from the website solely for evaluating or purchasing products from the Seller as a trade partner. Any broader or public use (for example, re-publishing substantial parts of the site) requires the Seller’s prior written consent, except where it is clearly intended (such as product photos explicitly provided for the Buyer’s online shop under agreed conditions).

Use of the Tayfun Silver brand, logos and marketing materials must follow any guidelines or limitations communicated by the Seller.

11. Data Protection, Privacy and Security

Personal and business data processed in connection with membership and orders are handled in accordance with the Seller’s Privacy Policy and Privacy & Security pages.

The Seller implements appropriate technical and organisational measures to help protect the platform and stored data (including HTTPS/TLS encryption, access controls and monitoring). The processes to be followed in case of a security incident are outlined in the Privacy & Security page.

The use of cookies and similar technologies is explained in the Cookies page. The Buyer and its users can manage cookie preferences in their browser settings, noting that disabling certain cookies may affect some platform features.

12. Force Majeure

Neither Party shall be liable for failure or delay in performing its non-payment obligations where such failure or delay is caused by events beyond its reasonable control, including but not limited to: natural disasters, war, terrorism, civil unrest, strikes, lock-outs, large-scale infrastructure failures, pandemics, government actions or major carrier network disruptions.

The affected Party shall notify the other Party as soon as reasonably practicable and take reasonable steps to mitigate the impact of the event.

If the force majeure situation continues for an extended period, the Parties will consult in good faith to explore options such as postponement, partial performance or cancellation of the affected order. Any related settlements will follow the principles set out in the Sales Agreement and Payment & Returns Policy.

13. Limitation of Liability

To the maximum extent permitted by applicable law, the Seller’s aggregate liability for any claim arising out of or in connection with a specific order is limited to the invoice value of the goods concerned by that claim.

The Seller shall not be liable for indirect, incidental, special or consequential damages, including but not limited to loss of profits, loss of business, loss of opportunities or reputational harm.

Nothing in this Agreement seeks to exclude or limit any liability that cannot be excluded or limited under mandatory law, including liability for wilful misconduct or gross negligence, fraud, or, where such limitation is not permitted, death or personal injury.

The Buyer is responsible for taking reasonable precautions regarding account access and credentials (for example, using strong passwords and restricting access to authorised staff). The Seller is not liable for damages resulting from unauthorised use of the Buyer’s account where such precautions were not taken.

14. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Türkiye, without regard to conflict-of-laws rules.

Subject to any mandatory consumer jurisdiction rules that may exceptionally apply, the Parties irrevocably agree that the Courts and Enforcement Offices of Istanbul (Merkez), Türkiye shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.

15. Entry into Force, Electronic Records and Amendments

By creating an account on the Tayfun Silver Wholesale platform and/or by ticking the relevant acceptance box and confirming an order, the Buyer acknowledges and agrees that this Agreement is concluded electronically and becomes binding.

The Seller may update this Agreement and related policy pages from time to time to reflect changes in services, legal requirements or risk management practices. The most current version is always available on the website with an updated “Last updated” date.

Continued use of the platform and placement of orders after such updates constitutes acceptance of the revised terms.

To the extent permitted by applicable law, electronic records, logs and system entries kept by the Seller serve as conclusive evidence of the Parties’ dealings.