Version 1.1 · Published 20.10.2026. The agreement applies upon presentation before the transaction and valid customer acceptance.
1. Parties and Definitions
1.1 Seller: GÜR PAZARLAMA OTOMOTİV SANAYİ VE TİCARET LİMİTED ŞİRKETİ. Address: Mimar Sinan Mahallesi Üsküdar Caddesi YEDPA Ticaret Merkezi No:15, Ataşehir / İstanbul / Türkiye 34779. Tax number: 4390034379. MERSİS: 0439003437900013. Trade registry number: 13924-8. Email: info@gurpazarlama.com. Telephone: +90 216 471 12 10. 1.2 Customer: a natural or legal person purchasing products for business or professional purposes, whose identity/company and representative details are verified at account opening. The representative declares that they are authorised to submit applications and orders. 1.3 Portal means the B4B system at b4b.gurpazarlama.com. Products means the automotive spare parts offered by the Seller. Account Terms means the credit limit, credit period, discount, payment and security conditions communicated to and separately accepted by the Customer.
2. Scope, Information and Acceptance
2.1 This document sets out general terms for commercial product sales and use of the Portal. The Customer is given an opportunity to examine and save the agreement before transacting. It applies upon written or provable electronic acceptance by an authorised representative; merely visiting the website or logging in does not constitute acceptance of new or amended terms. 2.2 Any statutory requirements for a signature, secure electronic signature, notarisation or registration must be met separately for transactions subject to formal requirements. Ticking a website checkbox does not mean those formalities have been satisfied. 2.3 For orders outside the Portal, the terms must likewise be supplied and accepted before the order is concluded. Order confirmation, product, quantity, price and delivery terms are recorded for each transaction. 2.4 Separately negotiated and accepted Account Terms take precedence over general terms, subject to mandatory law. A new version does not retrospectively alter previous sales; accrued receivables and rights retain their own legal basis. 2.5 This agreement alone creates no agency, exclusivity, sole dealership for a territory, partnership or minimum sales commitment.
3. Business Purpose and Authority
3.1 B4B is intended for businesses purchasing for commercial or professional purposes. The Customer confirms that company, tax, address, authority and contact details are accurate and undertakes to notify changes without delay. The Seller may request necessary and proportionate documents to verify the account and representative’s authority. 3.2 The legal nature of a transaction depends on its actual purpose and applicable law. If it qualifies as a consumer transaction, mandatory consumer rights cannot be removed by the business-purpose declaration in this document.
4. Orders and Product Suitability
4.1 Displaying a product or price, checking stock or submitting an order request in the Portal does not itself constitute acceptance by the Seller. A sale is concluded when the Seller confirms the product, quantity, price and delivery terms. Any payment collected for a rejected request is refunded without delay. 4.2 If an obvious price, unit, typing or system error is discovered, the Customer is notified and fresh confirmation is obtained for the correct terms. Statutory rights concerning contracts already concluded remain reserved. 4.3 The Customer supplies accurate part codes, vehicle/equipment, application and technical information. Cross-reference codes and application information assist selection; specifications and suitability commitments expressly undertaken by the Seller for the particular sale remain binding. 4.4 Cancellation or amendment of confirmed orders is subject to agreement and statutory rights. For special procurement, reasonable non-recoverable costs disclosed and accepted in advance may be claimed.
5. Backorders
5.1 Items to be procured are placed on backorder with the Customer’s information and acceptance. The Seller shares available procurement information and notifies material changes. Estimated lead times are distinguished from firmly agreed delivery dates. 5.2 Where a backorder price has not yet been finalised, a current quotation and Customer confirmation are obtained before dispatch. An order already confirmed at a fixed price is not subject to a unilateral increase. 5.3 If procurement becomes impossible or the expected lead time changes materially, the parties discuss new terms. Any unprocured portion for which agreement cannot be reached may be closed and its advance payment refunded. Statutory rights arising from default or impossibility remain reserved. 5.4 Open backorders are not combined with new orders or deleted without Customer confirmation. Long-standing open items are reassessed after informing the Customer.
6. Prices, Currency and Expenses
6.1 The order confirmation states the price, currency, VAT, applicable exchange rate and delivery expenses. Commercial price lists clearly identify prices that exclude VAT. 6.2 Foreign-currency pricing and payment apply only to the extent permitted by Turkish currency-protection legislation. The exchange rate and reference date for invoicing in Turkish lira are determined in advance; unless otherwise agreed, the Central Bank of the Republic of Türkiye’s foreign-exchange selling rate on the invoice date applies. The consequences of a legally valid foreign-currency debt remain reserved; exchange-rate differences are not automatically added to every invoice finalised in Turkish lira. 6.3 Changes to discounts, campaigns and credit limits are notified prospectively for new transactions. Confirmed order terms are not changed unilaterally. Freight, insurance and packaging expenses follow the quotation accepted by the Customer.
7. Payment, Credit Limits and Allocation
7.1 Unless the accepted Account Terms specify a credit period, payment is due upfront. Credit sales require the Seller’s express acceptance. For new orders, the Seller may establish a credit limit, change it following an objective risk assessment or require advance payment. 7.2 Payments are made to bank accounts notified by the Seller or persons authorised by the Seller in writing. Account changes should be verified through known contact channels. 7.3 Unless expressly agreed otherwise, cheques and promissory notes are accepted for collection; the underlying debt is discharged only to the extent collected. There is no double recovery. Legally recoverable costs and rights concerning dishonoured or unpaid instruments remain reserved. 7.4 No additional commission or similar fee is charged for using a debit or credit card. Credit-sale prices and payment schedules are agreed in advance in accordance with applicable law. 7.5 Payments are allocated according to the parties’ valid agreement and the Turkish Code of Obligations. The Customer’s statutory rights of set-off, defence and access to the courts are not wholly excluded; undisputed debts that have fallen due must be paid.
8. Default and Collection Protection
8.1 For debts with a specified due date, default occurs when that date passes; in other cases it occurs upon the necessary notice, subject to special statutory provisions. 8.2 Unless a rate has been separately and validly agreed, the default interest claimable for commercial matters under Law No. 3095 applies; for supplies of goods and services within its scope, Article 1530 of the Turkish Commercial Code applies. Variable statutory rates are not fixed in this text. Compound interest is permitted only where the law allows it. 8.3 In the event of overdue payment, dishonoured instruments or circumstances seriously affecting solvency, the Seller may inform the Customer and suspend new credit transactions and orders not yet accepted, or request appropriate security or advance payment. Statutory protections, including Article 98 of the Turkish Code of Obligations, apply to accepted orders. 8.4 All outstanding debts that are not yet due become immediately payable only where an express, separately accepted and legally valid clause or statutory ground allows this. Mandatory rules concerning arrangements with creditors, bankruptcy and enforcement remain reserved. Collection and enforcement costs are passed on only to the extent legally recoverable.
9. Security
9.1 The Seller may make credit trading conditional on appropriate security. Its type, amount, scope and release conditions are set out separately. Security disproportionate to outstanding debt and continuing risk is not retained; security no longer required is returned after the necessary procedures. 9.2 Acceptance of this document does not automatically create a suretyship. Formalities, handwritten declarations and, where required, spousal consent under Articles 583 and 584 of the Turkish Code of Obligations, and statutory exceptions, are assessed separately for the transaction. Mortgages, pledges and bank guarantees must also meet their own validity requirements.
10. Retention of Title
10.1 Retention of title may be established only through the required formal agreement and entry in the special register held by the notary at the purchaser’s domicile under Article 764 of the Turkish Civil Code. These general terms alone create no retention-of-title right. 10.2 If a separate agreement is concluded, obligations concerning use, resale, insurance and third-party claims are set out there. Assignment of the Customer’s own receivables must likewise be arranged separately in the required written form and cover identified or identifiable receivables.
11. Delivery and Dispatch
11.1 The order confirmation states the delivery location, transport arrangements, costs and any agreed delivery date. Dispatch from Istanbul and the carrier’s actual delivery time are separate processes; dispatch means handing the products to the carrier. 11.2 The agreed delivery terms and Article 208 of the Turkish Code of Obligations govern transfer of benefits and risk. The Seller is not liable for a carrier’s independent actions to the extent that the law imposes no such liability; liability for the Seller’s own fault, incorrect goods, inadequate packaging or transport obligations undertaken by the Seller remains reserved. 11.3 The Customer records visible damage or shortages with the carrier upon delivery and notifies the Seller. Statutory rights are not automatically lost solely because a carrier’s report is absent. 11.4 Partial delivery may be made in accordance with the order’s purpose and Article 23 of the Turkish Commercial Code. Following proper notice, reasonable documented storage expenses resulting from delayed acceptance of delivery may be claimed.
12. Inspection and Defect Notices
12.1 In commercial sales between traders, defects obvious on delivery must be notified within two days of delivery. For defects discoverable by ordinary examination, products must be examined or arranged to be examined within eight days of delivery and any defect notified within that period. Hidden defects must be notified immediately upon discovery. Article 23 of the Turkish Commercial Code and Article 223 of the Turkish Code of Obligations apply. 12.2 Statutory exceptions, including the Seller’s gross fault or defects it should have known of by virtue of its profession, remain reserved. Notices should include the product code, invoice, description of the problem and any photographs; written channels allowing proof are preferred. 12.3 The eight-day period and legal consequences under Article 21 of the Turkish Commercial Code apply to objections to invoice contents. Silence regarding an invoice does not by itself conclusively prove delivery of undelivered goods or acceptance of every general term.
13. Returns and Order Cancellation
13.1 Rights arising from defects, incorrect dispatch, breach of contract and other statutory grounds remain reserved. Such claims are assessed separately from discretionary commercial returns of non-defective products. 13.2 Return of a non-defective product is not an automatic right. The Customer requests a return within 15 days of the invoice date; the Seller assesses the product’s condition and resale suitability and provides written approval and a return reference. Discretionary returns of non-defective products that were specially procured, fitted, used or have damaged packaging may be refused. 13.3 For a discretionary return of non-defective products, a handling charge of up to 15% of the net product price may be agreed if disclosed and separately accepted before return and proportionate to reasonable processing expenses. Exercise of statutory rights for defective or incorrectly dispatched goods is not conditional on that deduction. 13.4 The return amount is credited to the trading account or refunded in accordance with statutory duties and the parties’ agreement. Where a monetary refund is legally required, it is not replaced with compulsory purchase credit.
14. Warranty and Liability
14.1 Any manufacturer’s warranty and its duration are stated in the relevant product documents. It does not remove the Seller’s liability arising by law or from an express commitment for the particular sale. 14.2 Technical claims are assessed using the invoice and product details. Faults causally linked to incorrect installation, misuse, unsuitable electrical wiring, external factors or unauthorised intervention are outside warranty unless attributable to the Seller. The assessment outcome and reasons are communicated. 14.3 Unless legally required, replacement products, labour, towing or business-loss costs require a prior express commitment. General rules govern proof of loss, causation and the conditions for liability. 14.4 No exemption or general financial cap is provided for intentional wrongdoing, gross fault, bodily injury, fraudulently concealed defects or mandatory product-safety/product-liability provisions. Other liability limits apply only where expressly negotiated and accepted for the particular transaction and permitted by law. 14.5 The Customer may not give additional warranties or commitments binding the Seller without the Seller’s written authority.
15. Trading Account and Reconciliation
15.1 Sales and payments are tracked in trading account records. Maintaining these records alone does not create a written current-account agreement within Article 89 of the Turkish Commercial Code. 15.2 Statement discrepancies should be reported without delay, preferably within eight days. Without a separate valid current-account agreement, failure to respond within that period alone is not a conclusive acknowledgement of debt or waiver of all objections. The parties reconcile invoices, payments and dispatch records.
16. B4B Use and Information Security
16.1 Portal access is granted after application and authority checks. The Customer protects its password, allows access only to authorised persons and reports changes in authority. Suspected transactions or access must be reported to the Seller immediately. 16.2 Responsibility for transactions through an account is assessed by considering authority records, security measures, notifications and each party’s fault. A general user-responsibility clause does not transfer liability for the Seller’s security failures to the Customer. 16.3 Customer-specific prices, stock, cross-reference and account information must not be reproduced without permission or disclosed to third parties or competitors. Unauthorised scraping or interference with the system is prohibited. Legally required disclosures remain permitted. 16.4 Access may be proportionately restricted for security, maintenance or serious breaches. Except in emergencies, appropriate information is provided; lawful requests for access to existing order and account information are accommodated.
17. Records and Evidence
17.1 The parties may rely on duly maintained commercial books, invoices, dispatch documents, bank records, order confirmations and lawful electronic records within the applicable rules of evidence. 17.2 The Seller’s records are not exclusive or indisputable evidence excluding all of the other party’s evidence. The rules of evidence, including Articles 193 and 222 of the Turkish Code of Civil Procedure, and the right to submit contrary evidence remain reserved. 17.3 If electronic acceptance is used, the accepted text, version, authorised user, timestamp and connection to the transaction must be retained with integrity. A recording mechanism is not presumed to exist unless technically implemented.
18. Brand and Content Rights
18.1 Rights in logos, photographs, text, databases and other content belonging to the Seller or relevant rights holders are reserved. Use is limited to statutory exceptions and permission granted by the rights holder. 18.2 Subject to honest, lawful trademark use necessary for lawful resale, the Customer must not distribute the Seller’s images or private data without permission or create the impression that it has official representative or distributor authority.
19. Confidentiality and Personal Data
19.1 The parties must not use non-public commercial, technical or financial information learned through the relationship for other purposes or disclose it to unauthorised persons. This obligation continues for three years after the relationship ends; for trade secrets, it continues as long as the information retains that character. Legally required disclosures and information already lawfully known are excluded. 19.2 Each party is responsible for its own data processing. Personal data is processed subject to appropriate legal grounds, information duties, security and transfer conditions. Acceptance of this agreement is not blanket explicit consent under KVKK or advertising permission.
20. Force Majeure
20.1 Force majeure provisions apply to the extent that an event beyond a party’s reasonable control, which could not be prevented with due care, directly affects performance. The affected party promptly explains the event and its impact and takes reasonable steps to mitigate loss. 20.2 A cost increase or supplier delay alone does not automatically exclude liability in every case. Provisions concerning impossibility and hardship, including Articles 136–138 of the Turkish Code of Obligations, remain reserved. Accrued monetary debts do not cease without a legal ground. 20.3 If the effect lasts more than 60 days, the parties seek a solution for the unperformed portion; if none is possible, that portion may be terminated. Advances and reciprocal obligations concerning the unperformed portion are settled according to law.
21. Duration, Suspension and Termination
21.1 The framework relationship begins upon valid acceptance by the parties and continues indefinitely unless otherwise agreed. Either party may terminate it for future transactions on 30 days’ written notice. 21.2 For material breach, an appropriate opportunity to remedy is given according to the nature of the breach; immediate termination or suspension of access is possible in legally justified urgent circumstances. Mandatory bankruptcy and arrangement-with-creditors provisions remain reserved. 21.3 Termination does not automatically extinguish accepted orders or accrued rights and does not alone accelerate debts that are not yet due. 21.4 This document alone creates no agency relationship. Nevertheless, it provides no blanket advance waiver of mandatory rights that may arise from the actual nature of the relationship.
22. Assignment
22.1 The Portal account and contractual obligations may not be transferred without the Seller’s written permission. Assignment of receivables is subject to the Turkish Code of Obligations and other applicable legislation; the Customer retains statutory defences against an assignee.
23. Notices
23.1 The parties use current address and contact details and notify changes without delay. General law governs the consequences of incorrect information; this document does not change statutory service-of-notice rules. 23.2 Operational notices may be sent by email or through the Portal. For notices between traders concerning default, termination and withdrawal, the methods under Article 18(3) of the Turkish Commercial Code—notary, registered letter, telegram or registered electronic mail (KEP) using a secure electronic signature—and applicable legislation govern.
24. Amendments and Versions
24.1 Amendments are supplied as a new version before the transaction. The Seller may not unilaterally introduce adverse general terms; the necessary acceptance must be obtained. Merely logging in or continuing to use the website is not acceptance. 24.2 Transactions already concluded remain subject to the version applicable to them. Previous versions and evidence of acceptance are retained for the required period. Mandatory legislative changes remain reserved.
25. Governing Law and Disputes
25.1 Turkish law applies. Mandatory mediation, subject-matter jurisdiction and exclusive venue rules remain reserved. 25.2 Where both parties are traders or public legal entities and the written-form and other validity requirements of Articles 17–18 of the Turkish Code of Civil Procedure are met, the parties agree on the jurisdiction of İstanbul Anadolu Courts and Enforcement Offices for this commercial relationship. Otherwise statutory jurisdiction rules apply; an ordinary website checkbox does not automatically satisfy the written-form requirement.
26. Entire Agreement and Effective Date
26.1 This agreement is read together with accepted Account Terms and order confirmations. An invalid provision does not affect the validity of the others, subject to statutory consequences; it is not replaced by a provision selected unilaterally by the Seller. 26.2 Failure to exercise a right alone does not constitute waiver. The Turkish text prevails; translations are for information. 26.3 This document consists of 26 articles. Version 1.1 was prepared on 20 October 2026. For a particular Customer, it takes effect upon valid acceptance by the authorised parties; the preparation date does not constitute retrospective acceptance or acknowledgement of debt.