Distance Sales Contract
ARTICLE 1 – PARTIES
- This Distance Sales Contract ("Contract") has been signed electronically between Enerjisa Elektrik Enerjisi Toptan Satış A.Ş. ("SELLER"),located at Barbaros Mahallesi, Çiğdem Sokak. Ağaoğlu My Office No:1/16 Ataşehir / İstanbul, and the real or legal person ("BUYER") whose information is provided below and who purchases the SELLER's products/services.
Seller’s Information:
Company’s Tradename : Enerjisa Elektrik Enerjisi Toptan Satış A.Ş.
Address : Barbaros Mahallesi, Çiğdem Sokak, Ağaoğlu My Office No:1/16
Ataşehir / İstanbul
Phone : (0216) 512 40 00
E-mail : [email protected]
Website : www.enerjisauretim.com.tr
MERSIS No : 0-3350-3275-2200013
Buyer’s Information:
Name Surname / Tradename :
Address :
Phone :
E-mail :
Website :
Each of the above-mentioned parties in the Contract will be referred to as "Party" and each Party together will be referred to as "Parties".
ARTICLE 2 – SUBJECT OF THE CONTRACT
2.1 This Contract covers the rights and obligations of the Parties arising from the provisions of Law No. 6502 on the Protection of Consumers-Distance Contracts Regulation in connection with the sale to the BUYER by the SELLER of the Carbon Reduction Credit ("Credit") offered through its mobile application and/or website ("Platform"),which is expressed in metric tons of carbon dioxide (ton-CO2) and has been standardized, marketable, and which belongs to a real or legal person, and/or sale of the renewable energy certificate ("Certificate") that indicates that 1 (one) MegaWatt-hour (MWh) of electricity has been produced from a renewable energy source and delivered to the electricity grid and has been approved by national and/or international organizations, and also regulates rights and obligations of the Parties arising therefrom in connection with the Credit and/or Certificates ("Product(s)") sold by the SELLER to the BUYER.
ARTICLE 3 - RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 Through the Platform organized as the website certificate.enerjisacommodies.com, the SELLER sells the Credits and/or Certificates to the BUYER who visits that website.
3.2 The BUYER declares, accepts, and undertakes that they have read and understood the preliminary information given to them about the basic characteristics of the Products subject to the Contract on the Platform, the sale price including all taxes, the SELLER's tradename, address and contact information and the method of payment and delivery, and that they have provided the necessary confirmation in electronic form, and that they are aware that they are under the obligation to pay after approving the order through the Platform, that they have purchased the Product in electronic form, and that the payment for the sale of the Product will be collected from the credit card/bank card for which they have entered their information.
3.3 The BUYER must fill in the information requested on the Platform correctly, completely, and up-to-date. BUYERS who are natural persons must be over 18 (eighteen) years old, meet other conditions to be determined by the SELLER, and meet the necessary conditions in accordance with the relevant legislation. Legal entity BUYERS are obliged to provide all corporate information requested on the Platform completely, fully, and accurately.
3.4 For the delivery of the Products subject to the Contract, it is a condition that the price has been paid in full to the SELLER by using the payment method chosen by the BUYER (credit card, debit card, or payment via iyzico). After the payment is made by the BUYER and has been transferred to the SELLER's account, the Products will be delivered to the BUYER electronically within a maximum of 5 (five) business days. If this price is not paid for any reason whatsoever and/or the payment is canceled in the bank records, the SELLER will not have any obligation.
3.5 Due to their nature, Renewable Energy Credits and Carbon Reduction Certificates are products that cannot be canceled/returned. Following the BUYER's approval of this Contract and the payment for the Products to the SELLER, the BUYER cannot request the cancellation or return of the Products under any circumstances.
3.6 If the bank or financial institution does not pay the Product price to the SELLER due to the unauthorized or unlawful use of the BUYER's credit or debit card by unauthorized persons in a way that is not caused by the BUYER's fault, the SELLER's obligation to provide the Product will cease.
3.7 The SELLER is not responsible for typographical errors and incorrect and/or incomplete information entries made by the BUYER. The SELLER is not responsible for the incorrect entry of Product quantities and corporate information that the BUYER will enter within this scope. The BUYER's declarations will be taken as a basis. Damages resulting from entry of incorrect or incomplete information shall be the sole responsibility of the BUYER.
ARTICLE 4 – RIGHT OF WITHDRAWAL AND PRODUCTS FOR WHICH THE RIGHT OF WITHDRAWAL CANNOT BE EXERCISED
The right of withdrawal granted to the consumer BUYER within the scope of Law No. 6502 on the Protection of the Consumer and the Distance Sales Regulation cannot be exercised due to the nature of the Products subject to this Contract. For the avoidance of doubt, the BUYER accepts and declares that, in accordance with Article 15 of the Distance Sales Regulation, the Products are products prepared in accordance with the BUYER's requests or personal needs and according to paragraph (b) of the same article, and therefore the right of withdrawal cannot be used for these Products.
ARTICLE 5 – CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
5.1 The Parties agree, declare, and undertake to keep confidential all confidential information and data, including but not limited to commercial, technical, financial, legal, operational, and administrative information, that is communicated to each other directly or indirectly, in writing, verbally, electronically, or by any other means, during the conclusion, performance, and/or negotiation of this Contract, to share it only with the employees and/or the authorized persons on o need-to-know basis and not to share it with other third parties, and to protect it by taking the necessary reasonable measures.
5.2 While fulfilling their obligations under this Contract, the Parties declare, accept, and undertake to comply with all regulations regarding the protection of personal data, including personal data of special categories, especially the Personal Data Protection Law No. 6698, and the decisions of the Personal Data Protection Board on the subject, and for the personal data they have provided to the other Party, the Parties declare, accept, and undertake that they have provided the necessary information and clarifications to the natural persons whose personal data are processed ("Data Subject") in an appropriate manner, and that they have obtained the necessary authorization from the Data Subjects regarding the transfer of their data to the other Party and/or the joint processing of the data, and that they have obtained explicit consent in an appropriate manner if required by the legislation.
5.3 The Parties may process the personal data they have learned or accessed during the performance of this Contract or in connection with the performance of this Contract in line with the purpose defined under this Contract, provided that they do not go beyond the limits of this purpose. The Parties shall continue to protect the personal data they have obtained within the scope of this Contract in the manner specified in this article until the said data is destroyed, even if this Contract has ended.
5.4 Any personal data obtained from the other Party within the scope of this Contract cannot be transferred to third parties and/or abroad without the prior written consent of the other Party. When transfer to third parties and/or abroad is legally mandatory, the Parties are obliged to notify the other Party before the said transfer.
5.5 In case storage periods to which the personal data are legally subject expire and legal reasons requiring the processing of personal data are eliminated, then Parties hereby agree and undertake that on ex officio basis or upon the request of the other Party, they shall destroy, delete, or anonymize the personal data shared with them by the other Party within the scope of this Contract and any data that may be a trace or extension of this data, and they shall take all necessary technical and administrative measures to ensure that the deleted personal data is inaccessible and cannot be reused.
5.6 Any of the Parties will immediately forward all requests from the Data Subject (information, deletion, destruction, or anonymization, etc.) to the other Party, and the Parties will act together on the matter. The Parties are obliged to immediately notify the other Party and to carry out the necessary work to remedy the violation when any access to the personal data that they are obliged to protect is provided by unauthorized third parties or when personal data is unlawfully obtained by third parties.
5.7 The relevant Party shall be directly responsible for the violation of the obligations under this article by its employees, consultants, or other persons authorized by them.
ARTICLE 6 – ETHICS AND COMPLIANCE
6.1 Each Party acknowledges, declares, and undertakes that it will comply with internationally accepted ethical and compliance standards and, in particular it will comply with the applicable legislation and rules arising from the local laws of the countries where they are established and operate in connection with the matters listed below, and that they will continue to comply with these in terms of the performance of this Contract, and that they will ensure that their suppliers and subcontractors appointed for the performance of this Contract comply with them:
a) prevention of money laundering,
b) combating corruption, combating influence peddling, and combating bribery,
c) financial crimes, especially including fraud, embezzlement, theft, misuse of corporate funds, and forgery of documents and similar crimes,
d) embargoes, drug and arms trafficking, and terrorism,
e) fundamental human rights, including prohibitions on child labor, the use of any form of forced or compulsory labor, and discrimination,
f) prohibition of illegal work,
g) trade, import, and export licenses and customs,
h) occupational health and safety of personnel and third parties,
i) environmental protection and sustainability.
Each Party accepts that the commitment to comply with the ethical and compliance rules stipulated in this article constitutes an integral part of this Contract and that the ethical and compliance rules are indispensable for the Parties and for the direct and indirect shareholders of the Parties.
Furthermore, each Party accepts, declares, and undertakes to support the other Party in fulfilling its legal obligations arising from generally accepted international standards regarding these rules, including, but not limited to, the immediate notification of actual or potential non-compliance with these rules in connection with the performance of the Contract.
6.2 Each Party has the right to request information, clarification, and elucidation from the other Party on any suspicious deficiency regarding its commitment to comply with the above-mentioned ethical and compliance rules. The requesting Party hereby agrees, declares, and undertakes that they will provide the requested information, clarification, and elucidation, together with supporting evidence, upon the first request of the requesting Party, and that they will cooperate effectively with the requesting Party in the light of the principles of accuracy and transparency as soon as possible. Furthermore, the requesting Party has the right to conduct audits or have audits conducted through independent audit firms, at their own expense, if they deem it necessary, to confirm the other Party's compliance with the said obligations.
6.3 In the event that any of the Parties, based on its reasonable suspicions, evaluates that the other Party (including its subcontractors and/or suppliers) has committed a material violation of the above-mentioned ethical and compliance principles, and that other Party fails to take any of the actions specified in this article regarding this violation, then former Party shall be entitled to unilaterally suspend the performance of the Contract immediately, without any penalty and/or compensation obligation, by giving a written notice stating its reasons and concerns on this matter. In addition, in the event that the other Party fails to fulfill its obligations under this article, the relevant Party has the right to unilaterally terminate this Contract immediately, without any obligation to pay compensation and/or penalty.
6.4 In addition to the above, the Parties shall not be liable to pay any damages or expenses arising from any delay or non-performance if (a) the performance of any of its actions under the Contract will expose it to the risk of being subject to any sanction or being added to a restricted party list or being subject to any national, regional or multilateral trade or economic sanctions, including, but not limited to, US, EU, UK and UN legislation, or (b) it determines that the other Party has acted in violation of the obligations in this sub-article, or (c) it determines that the other Party and/or the parent or ultimate shareholder that directly or indirectly controls the other Party has, in any way, become subject to sanctions or a restricted party, including those that may be applied by the US, EU, UK and/or UN. In such cases, the Party shall have the right to cease performance of any obligation under the Contract and immediately suspend or terminate the Contract without any obligation to pay any compensation and/or penalty.
ARTICLE 7 – INTELLECTUAL PROPERTY
The BUYER acknowledges, declares, and undertakes that the design, design, color, and other design elements of the Products are protected under Law No. 5846 on Intellectual and Artistic Works and that all intellectual and industrial property rights arising from this legislation belong exclusively to the SELLER.
The Products cannot be reproduced, distributed, modified, sold, or transferred to third parties without the express permission of the SELLER.
In the event of violation of these obligations, the BUYER accepts that all legal and criminal liability arising therefrom belongs to them, and the SELLER reserves its right to compensation and all other legal rights against the damages it may incur.
ARTICLE 8 – GOVERNING LAW
8.1 This Agreement is subject to Turkish law. In case of disputes arising from the application of this Contract, the Consumer Arbitration Committees located at the SELLER's official residence are authorized up to the value determined by the Ministry of Industry and Trade, and the Istanbul Arbitration Center is authorized for values above that. Such disputes shall be resolved definitively by arbitration in accordance with the Istanbul Arbitration Center Arbitration Rules. The Emergency Arbitrator Rules are not applied. The place of arbitration is Istanbul, Turkey.
ARTICLE 9 – OTHER PROVISIONS
9.1 The BUYER will be deemed to have accepted all the terms of this Contract in the event that sale of the Credit/Certificate s made and the related payment is duly provided.
9.2 In the event of an earthquake, flood, and similar natural disasters, wars, strikes, lockouts, malfunctions and delays arising from internet and service providers, and similar cases ("Force Majeure") that prevent the Parties from fulfilling their obligations under this Contract without any fault or negligence of the relevant Party, the Parties will not be held responsible for their obligations under this contract. The Party affected by Force Majeure will notify the other Party in writing of the said situation as soon as possible.
9.3 This Contract comes into effect when each provision is read and fully understood by the BUYER through the Platform and is approved, and it will be legally binding and valid for the Parties upon its entry into force.
9.4 This Contract will automatically terminate on the date the Parties fulfill their obligations under this Contract. However, the rights and obligations that have arisen for the Parties under this Contract will continue to be legally binding until they are fulfilled by the Parties.
9.5 The BUYER can directly submit their complaints about the purchased Products (if any) to the SELLER (by using the contact addresses of the SELLER stated under the heading of Parties above). In the event of the complaint being submitted, the SELLER will provide all reasonable support to the extent possible for the solution of the problem.