10.14 Authorised Service is responsible for the quality of its diagnosis work and workmanship during the
repair. Repeat repairs caused by weak warranty processes, faulty workmanship, poor diagnosis or
incorrect repair techniques shall not be charged to the customer or TEMSA.
10.15 TEMSA will inform Authorised Service about the modification via e-mail and Authorised Service
must follow the modification through http://online.temsa.com.Authorised Service can access the
modification bulletins through online system assigned by TEMSA. The password will be supplied
by TEMSA. Authorised Service shall apply the modifications before the expiry date. If the
modification will be applied after the expiry date, the costs of the unused parts and the delivery
costs will be charged to Authorised Service.The communication language must be English for
warranty and regional coordinators. Authorised Service shall follow up the modifications of the
vehicles according to the Modification Bulletin. The parts for the Field Fix and Service Campaign
will be supplied by TEMSA free of charge. Authorised Service shall report the part usage in a
monthly period and / or whenever asked by TEMSA. If the parts for the Field Fix and Service
Campaign will not be reported to TEMSA, they will be invoiced to Authorised Service.
10.16 Authorized Service shall apply the bulletins according to the Temsa Bulletin procedure.
10.17 Authorized Service shall beresponsible to work and complete the modifications and bulletins on
Temsa vehicles within its terriorty, in accordance withthe regulations and rules of the country
where the Authorized Service is located.
11.
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8

SPARE PARTS
Authorised Service shall undertake to equip and run a warehouse in proportion to the size of its
company and vehicle volume in the market.
Authorised Service shall provide and maintain a sufficiently large stock of Original TEMSA Parts in
order to be always able to carry out Service Operations of a normal extent quickly and
purposefully.
The urgent + vor orders ratio shall be followed each month. At the beginning of each calender
year the PARTIES shall agree on a target level to be realised by Authorised Service. (Service has to
reach a target of uo+vor/ total order which should not exceed the 15% within following years.)
The available Original TEMSA Parts in the warehouse shall at all times be ready to be used in order
to guarantee a proper and permanent service.
The Original TEMSA Parts must be carefully classified, separately from the other parts and
accessories.
The Original TEMSA Parts must be permanently protected against the action of dirt and moisture
at all times.
At the beginning of each calendar year the PARTIES hereto shall agree upon a specific turnover
for Original TEMSA Parts, to be realised by Authorised Service.
Authorised Service shall always allow TEMSA to inspect the warehouse.
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11.9
11.10
11.11
11.12
11.13

11.14
11.15
11.16
11.17
11.18

12.
12.1
12.2
12.3
12.4

12.5

If Authorised Service uses other parts than the Original TEMSA Parts, Authorised Service shall be
obliged to mention this clearly on the invoice. In such case, TEMSA shall not take over the
warranty obligation for any defects or damage resulting there from.
Authorised Service shall not use the numbers of the Original TEMSA Parts for the other spare
parts and shall not use other part numbers than TEMSA part numbers for the Original TEMSA
Parts.
Authorised Service shall place orders through TEMSA’s online system. The password will be
supplied by TEMSA. TEMSA shall deliver the Original TEMSA Parts to Authorised Service according
to the Annex 4 of this Agreement.
TEMSA shall carry out the orders of Authorised Service according to the production possibilities
and/or Logistics Center stock availabilities and delivery lead times of TEMSA suppliers.
TEMSA shall deliver Original TEMSA Parts to Authorised Service on the basis of the current service
price list of the TEMSA at the time of the order. On service prices Authorised Service shall get
discounts applied at the time of the order for the Original TEMSA Parts. The list of current
discount groups is attached as a Annex 4 of this Agreement. TEMSA may modify the list of
discounts in whole or in part; Authorised Service shall be informed of such modifications by
TEMSA in advance.
In the Spare Parts invoices that TEMSA prepares; prices will be service prices with all discounts
applied.
The prices mentioned in the spare part catalogue of TEMSA shall be merely indicative for the sale
of Authorised Service.
Both PARTIES should measure the availability and service rate and follow the improvement with
setting a target at the beginning of each year. The availability level of TEMSA Authorized Service
Center shall not be less than 90% within following years.
TEMSA Authorized Service Center shall send the Activity Report every three months and Year-End
Report in January to TEMSA. (Activity Report : Sales, Availability, Service Rate, Stock Turnover
Details, CRM data, Market and Product Data, etc)
Upon the terms and conditions stated in this agreement, TEMSA hereby appoints Authorized
Service as TEMSA's Authorized Service for Spare Parts Sales in Agreement Territory in a non
exclusive manner and Authorized Service accepts the foregoing appointment as the Authorised
Service of the Spare Parts Sales in its own territory.
PAYMENTS – BANK LETTER OF GUARANTEE
Authorised Service shall issue guarantees which are in proportion to its turnover and financial
situation and whereof precise value shall be agreed upon directly between the PARTIES .
TEMSA may at all times demand that Authorised Service adjust the amount of the guarantees,
taking its turnover and financial situation into account.
All invoices issued by TEMSA to Authorised Service are to be paid in its due date, unless the
PARTIES agreed otherwise in writing. Authorized Service is not entitled to deduct from
receivables if any including sales debts.
Delayed payment shall result in default interest. Authorised Service agrees to pay 0.5% interest
per month from due date for each overdue payment related to this Agreement. In case of any
delay in payments, TEMSA also reserves the right of deduction from Authorised Service’s
receivables if any.
Authorised Service shall provide a “Bank Guarantee Letter”. The fulfilment of the liaiblities of the
Authorised Service towards TEMSA shall be at all times guaranteed by an irrevocable and
unconditional Bank Guarantee in favor of, and held by TEMSA, payable on first demand, issued by
a reputable bank approved by TEMSA. In order to be valid and acceptable, the text of the bank
guarantee shall be approved by TEMSA. The amount of the bank guarantee will at no time be for

© COPYRIGHT TEMSA GLOBAL RIGHTS ALL RESERVED

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less than equivalent of [................. ] Euros. The amount of the Bank Guarantee will be renewed at
least each year depending on the sales value.
13.

ASSIGNMENT: The rights and obligations of Authorised Service included in this Agreement shall
not be transferred to any third PARTY.

14.
14.1

CONFIDENTIALITY
During the term of this Agreement and for the purposes of this Article, “Confidential Information”
means all information (including, without limitation, any information relating to the TEMSA
Products, operations, processes, plans or intentions, know-how, design rights, trade secrets,
market opportunities and business affairs) disclosed by a PARTY (hereinafter referred to as the
“Disclosing PARTY”) to the other PARTY (hereinafter referred to as the “Receiving PARTY”),
whether in writing, verbally or by any other means.
During the term of this Agreement and for 10 year time period from the date of termination or
expiration of this Agreement for any reason whatsoever, the Receiving PARTY of any Confidential
Information shall:
not disclose the Confidential Information to any person, except with the prior written consent of
the Disclosing PARTY or in accordance with the subsections below;
not use the Confidential Information for any purpose other than the performance of its
obligations under this Agreement. After the date of termination or expiry, the Receiving PARTY
shall not use Confidential Information for any purpose.
During the Term, the Receiving PARTY may disclose the Confidential Information to any of its
employees and its advisors (hereinafter each referred to as a “Recipient”) to the extent that such
disclosure is reasonably necessary for the purposes of this Agreement.
The Receiving PARTY shall procure that each Recipient is made aware of and complies with all the
Receiving PARTY's obligations of confidentiality under this Agreement as if the Recipient was a
PARTY to this Agreement. In case of breach of this article by any of the PARTIES and/or their
recipients, the receiving PARTY will pay a penalty of ...... Euro's to the Disclosing PARTY. The rights
of claiming the damages exceeding this penalty amount by the Disclosing PARTY is reserved.
The obligations contained in this article shall not apply to any Confidential Information which:
is in public domain on the date of this Agreement, or comes into the public domain at any time
after the date of this Agreement other than through breach of this Agreement by the Receiving
PARTY or any Recipient;
can be shown by the Receiving PARTY to have been independently developed by the Receiving
PARTY before disclosure by the Disclosing PARTY to the Receiving PARTY; or
is already in the lawful possession of the Receiving PARTY or is lawfully acquired from third
PARTIES ; or
is required to be disclosed to a government agency or regulatory body in accordance with the
relevant laws.
Any Confidential Information given by a PARTY to the other PARTY is considered as furnished for
use solely in connection with the transactions contemplated by this Agreement and shall be
returned by the Receiving PARTY to the Disclosing PARTY upon request. In this case, the Receiving
PARTY shall certify that it has destroyed or returned all copies of the Confidential Information in
its possession.

14.2
14.3
14.4
14.5
14.6

14.7
14.7.1
14.7.2
14.7.3
14.7.4
14.8

15.
15.1

TERM, TERMINATION/EXTENSION
This Agreement shall come into force on the date of its signature by both contracting PARTIES
and shall have a term of five years. On the date of expiry of the Term, it ends by itself without the
need for notice of termination from any PARTIES ; continuation of trade relation between the

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15.2
15.2.1
15.2.2

15.2.3

15.3
15.3.1
15.3.2
15.4
15.5
15.6
15.6.1
15.6.2
15.6.3
15.7
15.8
16.
16.1
16.2
16.3

PARTIES do not stand for renewal of the agreement, hence it is obligatory that a written
agreement is drawn up for renewable to be valid.
Each contracting PARTY may terminate this Agreement with an immediate effect written notice
for material reasons without notice. In particular, may be regarded as urgent reasons, the cases
wherein in the other contracting PARTY:
has not obtained or looses the authorization to perform the business activities in accordance with
the performance of this Agreement,
suffers serious losses in running its company, is in state of insolvency, is the subject of seizure or
lien or forced execution measures of its assets, goods or the account of its company, was
adjudicated bankrupt, is liquidated voluntarily or by court, has applied for composition, has made
out cheques or bills of exchange without funding, is the subject of protested cheques and bills of
exchange
personal, structural or financial problems arise in its company, which cannot be solved in the
short run, and the compliance of the essential obligations under this Agreement becomes
impossible, acts contrary to the essential stipulations of this Agreement in spite of repeated
warnings and notice of default whereof such PARTY was duly informed. Shall be regarded as
infringements of essential contractual stipulations in particular the non-observance of the TEMSA
service standards and the repeated refusal of Authorised Service to enter into an agreement on
the selling purposes with the TEMSA.
An urgent reason is deemed to exist
if the activities of a director or any offices of Authorised Service threaten to harm the interests of
TEMSA.
if Authorised Service infringes its information obligations under this Agreement.
The termination of this Agreement shall be made by registered letter.
The foregoing list is not limitative for the cases of urgent reasons which may result in the
immediate termination of this Agreement and which are given without prejudice to any of the
rights of the PARTIES hereto.
In addition, this Agreement may be terminated with immediate effect, without notice of
termination if:
a competitor of TEMSA, acquires a participating interest in the company of Authorised Service,
the property structure of the Authorised Service is essentially changed.
Authorised Service degrades and places in bad repute the name and reputation of TEMSA
expressly or by virtue of its methods of handling and/or performing its obligations herein;
any PARTY conducts a material breach
Compensation for Damage:Authorised Service agrees to compensate and indemnify TEMSA for all
the lossed and damages resulting from the violation of Authorised Service of any article of this
Agreement.
The PARTIES shall have no liability to the other PARTY by any reason of not executing a new
agreement after the completion of the 5 years.
RELATION TOWARDS FORMER AGREEMENTS
Any and all modifications, extensions and the termination of this Agreement shall be made in
writing and signed by PARTIES . Separate verbal agreements shall not be valid in law and shall not
bind the PARTIES hereto. The Annexes to this Agreement shall form an integral part hereof.
Upon the entry into force of this Agreement, any and all foregoing agreements prior to this
Agreement, relating to this contractual relationship, shall not be binding and are considered null
and void.
After signing this Agreement, Authorised Service can no longer make any claims on the basis of
the foregoing agreements against TEMSA.

© COPYRIGHT TEMSA GLOBAL RIGHTS ALL RESERVED

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17.
17.1
17.2

17.3

18.
18.1

18.2

PLACE OF PERFORMANCE, COMPETENT COURT
In the event of disputes resulting from or related to this Agreement or any Annexes to this
Agreement, the PARTIES hereto shall try to reach a settlement first by means of joint
consultation.
The place of performance of the obligations under this Agreement shall be the registered office of
TEMSA insofar as from the nature of the obligations concerned there is no other place of
performance or the PARTIES hereto have not agreed upon another place of performance in a
separate case.
This Agreement is subject to, interpreted and construed in accordance with the Turkish Law. In
case of any dispute, PARTIES hereto agree and accept the competency of the courts and
execution offices of Adana, Turkey which will implement jurisdiction.
PARTIAL NULLITY, LIABILITY
Should one of the stipulations of this Agreement be or become null or void, the remaining
stipulations of this Agreement shall remain in force within the limits determined by the law and
regulations concerned. The PARTIES to this Agreement shall undertake to replace said stipulation
by another similar stipulation, if this is permitted by law.
Each contracting PARTY shall bear the risks resulting from this Agreement and the performance
thereof itself. More in particular, TEMSA shall not assume any responsibility for actions
undertaken by Authorised Service within the framework of this Agreement or obligations entered
into to perform this Agreement. No stipulation of this Agreement can be construed in such way as
to allow third PARTIES to enforce their rights towards TEMSA.

19.

ANNEXES TO AGREEMENT
The following country specific Annexes form an integral part of this
Agreement:
Annex 1: Temsa Service Standards
Annex 2: Temsa Visual Identity Guideline
Annex 3: Temsa Warranty Manual
Annex 4: Terms & Conditions of Original Temsa Components
Annex 5: Operational Costs & Limits

20.
20.1

FORCE MAJEURE
"Force Majeure" means all events, which are beyond the control of the PARTIES to this
Agreement, and which are unforeseen, unpredictable or unavoidable, and which prevent total or
partial performance by a PARTY. Such events shall include but are not limited to shipwrecks, acts
of nature, act of a public enemy, fires, flood, accidents, strikes, wars, acts of terrorism,
insurrections and any other event the occurrence of which is not foreseeable and cannot be
reasonably overcome or avoided.
If an event of Force Majeure occurs, to the extent that any contractual obligation of a PARTY
cannot be performed as a result of such event, such contractual obligation shall be suspended
while the Force Majeure subsists and the due date for performance thereof shall be automatically
extended, without penalty, for a period equal to such suspension.
The PARTY encountering Force Majeure shall promptly inform the other PARTY in writing and shall
furnish appropriate proof of the occurrence and duration of such Force Majeure. In the event of
Force Majeure, the PARTIES shall immediately consult and the PARTY impacted by Force Majeure
shall use all reasonable endeavors to minimize the consequences of such Force Majeure.

20.2

20.3

21.

MISCELLANEOUS PROVISIONS
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21.1
21.2
21.3
21.4

21.5

21.6

In this Agreement the communication language must be English between PARTIES .
This Agreement is made out in the English language in two identical copies with original
signatures, one copy for each of the PARTIES hereto.
In case of any dispute between PARTIES , dispute resolution language is English.
The failure to exercise or any delay in exercising a right or remedy under this Agreement shall not
constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no
single or partial exercise of any right or remedy under this Agreement shall prevent any further
exercise of the right or remedy or the exercise of any other right or remedy. Any contractual
stamp duty or other fiscal charges are to be covered by Authorised Service.
In the scope of this Agreement, all the written notifications of the PARTIES will be served to the
abovementioned addresses. The PARTIES declare the abovementioned addresses as their legal
service addresses. Both PARTIES shall notify any change regarding their addresses to the other
PARTYPARTY 7 days prior to the written notice. Otherwise all the notifications and notices which
are served to the mentioned addresses will be deemed as binding and effective.
This Agreement, which was signed by representatives, named below, of each of the PARTIES
hereto, constitutes the entire agreement between the PARTIES hereto. No collateral agreements
to this Agreement have been made. to be effective all amendments and additions to this
Agreement shall be made in writing and added to this Agreement in the form of addenda.

Date .. /.. /2017
Acknowledged and Accepted

Acknowledged and Accepted

TEMSA

TEMSA GLOBAL SANAYİ. ve TİCARET A.Ş.

AUTHORISED SERVICE
...........................

By...........................................

By...........................................

By...........................................

By...........................................

© COPYRIGHT TEMSA GLOBAL RIGHTS ALL RESERVED

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