THIS AGREEMENT:

Zafer Mah. Adile Naşit Bulvarı BABACAN PREMINUM No: 62 B2 Blok 36th Floor D: 496

SMS INTERNAL AND EXTERNAL TRADE INDUSTRY, located at ESENYURT / ISTANBUL / Türkiye.

A.Ş. and SALMAN ULU +90 532 60 60 225, HASAN EROL HASAN +359 89 232 35 86

Tel;+90 212 803 89 73 +90 212 803 79 73 Mail;smssanayiticaret@hotmail.com

In this agreement, it will be referred to as the distributor.

The address is Tahtakale neighborhood, Fırat 1 Street 4/2, Bahçecity's Residence, Block B, No. 51.

between the established ÖZKANLAR MEDICAL AND AESTHETIC TECHNOLOGIES INDUSTRY AND TRADE INC.

This document has been prepared and signed. Volkan Erdem Özkan +90 533 202 72 32, +90 212 574 11 24 Mail.

erdem@ozkanlartr.com

In this agreement, it will be referred to hereinafter as the Manufacturer.

1. SUBJECT OF THE AGREEMENT:

1.1. The subject of this contract is the production of products by the Manufacturer and bearing the registered trademark of the Manufacturer.

The products listed in Annex 1 of the contract are subject to change in Bulgaria and Azerbaijan.

sales, marketing, promotion and any kind of action to increase sales in their countries

It is the authorization of individuals to carry out activities on their own. Also, Distributor.

The company's own digital sales portal within the borders of Türkiye includes Appendix 2 of this agreement.

Authorized to sell the products listed, provided that the final selling prices are not less than [price not specified in the original text].

It is given.

2. COMMENCEMENT AND DURATION OF THE AGREEMENT:

2.1. This agreement shall be valid for 12 (twelve) months from the effective date stated on the first page.

If the termination conditions mentioned in the contract clauses are not met

The contract is automatically renewed.

2.2. The distributor will appoint a staff member who will be technically responsible for the entire product range under this agreement.

The manufacturer will determine this. This personnel will receive all necessary training and information about the products.

will be provided by.

2.3. The manufacturer shall provide the distributor with images of the products specified in Annex 1 of the contract.

Product images and descriptive information are provided in both Turkish and English.

will give it to the distributor.

2.4. The distributor shall order sufficient quantities of the products upon signing this agreement.

will give.

3. SALES AND PAYMENT TERMS

3.1. Distributor purchase prices are the EURO/USD prices in Appendix 1 and Appendix 2.

Prices may change in cases where the prices of the active ingredients in the products experience extraordinary fluctuations.

Prices may vary. Manufacturer/distributor will be notified immediately if there are any price changes.

It will provide information.

3.2. Payments for the products covered by this contract shall be made as follows: 50% upon ordering, and 50% on the day of delivery.

Payment is made by the distributor to the manufacturer's bank accounts.

Products that are not in the manufacturer's product portfolio and that the distributor will request as a special order,

This will be realized upon written approval by the distributor of the manufacturer's offer for the special order.

Full payment for the products will be made in advance at the time of ordering.

3.3. Product shipment and delivery will take place upon full payment.

3.4. In case the distributor cancels the purchase of the ordered products

The manufacturer will refund the 50% advance payment received by adding it to the order and the advance payment.

The distributor will return the products in question after they have been resold in a different form.

Whether or not advance payments will be refunded for unsold products is entirely up to the manufacturer.

It is within their initiative.

3.5. Products that are not in the manufacturer's product portfolio and will be produced as special orders for the distributor.

The distributor cannot withdraw from the purchase. They cannot cancel their order. If the distributor withdraws from the purchase,

In this case, the customer acknowledges in advance that they will not request a refund for the product price they have paid.

does.

3.6. The manufacturer and distributor shall ensure that this commercial partnership under this agreement satisfies both parties.

They will operate on a win-win philosophy.

4. DELIVERY CONDITIONS

4.1. Product deliveries are subject to stock availability.

Items that are not in stock will be delivered within 30 to 45 days. Order

The distributor will be informed by the manufacturer according to the quantity and stock availability.

Sales and inventory planning will be done by the distributor. Planning will be based on the specified delivery times.

This will be done taking that into consideration.

Production and raw materials that will be disrupted due to the occurrence of internationally accepted force majeure events.

The manufacturer will not be held responsible for delivery times arising from material supply issues. This

In such situations, the parties will work in good faith to resolve the issue.

4.3. Domestic delivery of products will be made by the manufacturer to the distributor's warehouse.

For international orders, the delivery location is the EX WORKS (EXW) manufacturer's warehouse.

For international orders, pallets and other additional packaging materials for shipping are added to the price.

will be reflected.

5. ADVERTISING AND MARKETING TERMS AND CONDITIONS

5.1. Producer's materials, marketing, advertising, promotional materials, social media, etc.

It is not responsible for these activities. All activities related to these matters belong to the distributor.

includes.

8. UNFAIR COMPETITION AND PRIVACY PRINCIPLES

8.1. The distributor shall sell the products received within the borders of Türkiye at the sales price determined by the manufacturer.

It cannot sell it for less than that. It will not run price-reducing campaigns. Regarding this matter...

Any price reductions or promotions will be made with the written permission of the manufacturer.

If the distributor fails to comply with these principles in its sales in Türkiye, the supply of goods will be terminated.

The sales authorization will be unilaterally revoked. The distributor had previously accepted this condition.

8.2. During the implementation of this agreement, the parties shall not disclose to each other any technical or trade secrets.

They may become aware of the confidential information being conveyed. The term "Confidential Information" refers to information produced, marketed, or otherwise transmitted by the parties.

all kinds of technology, invention, development, progress and related to products and services used in

through methods that assume the parties' budgets, sales figures, and other unknown and potentially malicious information could be used to expose competitors.

This includes any information that is anticipated to potentially provide an advantage or cause harm to the parties.

The parties agree to share confidential information relating to each other during and/or after the term of this agreement.

not to disclose to third parties, and company employees must strictly adhere to this principle.

They accept and undertake to take the necessary precautions.

8.3. The parties agree to carry out their joint tasks diligently and to maintain continuous cooperation.

not to engage in unfair competition with each other within the framework of the provisions of the law, intellectual property

and to mutually protect and safeguard industrial property rights, to continuously develop cooperation, and to declare and

They accept.

9. PRINCIPLE OF INDEPENDENCE OF THE PARTIES

9.1. The parties are independent individuals/entities acting in their own name and on their own behalf, and these

Unless they have an explicit written authorization document, they cannot act on behalf of each other.

They have the right to do, undertake and/or represent and bind each other.

They are not.

10. TERMINATION OF THE AGREEMENT

10.1. The parties may, by mutual agreement and in writing, enter into this agreement at any time they wish.

They can terminate it by mutual agreement at any time.

10.2. If at least one of the conditions set forth in the contract is not met, the parties shall agree to this.

They can terminate the contract unilaterally and without paying any compensation.

10.3. In the failure of either party to fulfill its obligations under this agreement

if it defaults and/or despite a written warning given to it by the other party, 30

If the party issuing the warning fails to rectify the situation within (thirty) days, the contract may be terminated.

It can terminate it unilaterally.

10.4. The distributor may terminate this agreement provided that it gives written notice one month in advance.

The contract may be terminated without any compensation. However, the termination of the contract in this manner...

If terminated, the Distributor shall pay any debts or payments accrued up to that date.

the amounts committed to, receipt of the ordered products, payment obligation

It does not eliminate it.

11. FINAL PROVISIONS

11.1. In the event of any disputes arising from the implementation of this agreement, the parties shall have priority over the following:

They will seek a solution through an arbitration panel that will be formed. An arbitration panel

If it cannot be formed or made a decision, the jurisdiction of the Istanbul Courts shall apply.

will be deemed accepted by both parties.

11.2. The addresses listed on the first page of this agreement are the notification addresses of the parties, and these

Notifications sent in writing to addresses are deemed to have been served, even if they are not received.

This Distributorship and Sales Authorization Agreement comprises …… pages in total.

This document consists of [number] articles and has been read, understood, and signed by the parties. Notification to the parties.

The addresses are listed on the first page of the contract. Notification to either party...

If the address changes, the other party must be notified in writing of the new notification address.

is obliged to do so. In case of dispute, the Istanbul Courts have jurisdiction. This Distributor and

The Sales Agreement has been drawn up and exchanged in ……… copies, one copy to the parties.

It was delivered and entered into force on ……/…..2026

MANUFACTURER/DISTRIBUTOR