TEMSA NON EXCLUSIVE AUTHORISED SERVICE CENTER AGREEMENT
TEMSA GLOBAL SANAYİ ve TİCARET A.Ş.(hereinafter referred to as TEMSA) exists under the laws
of Turkey and has established a qualitative selective distribution network
The terms “qualitative” and “selective” mean that TEMSA has determined service standards for
quality requirements which must be imperatively fulfilled by TEMSA Authorised Service Center in
order to guarantee quality service and to respectively promote the customer satisfaction.
TEMSA has granted the right to make use of the services provided by TEMSA Authorised Service
Center on its own initiative, with due observance of the service standards of TEMSA, and to draw
up an Agreement with each of them.
No provision of this Agreement shall contain provisions contrary to the competition and other
laws of the country concerned. At the time of a noncompliance of any provisionof this Agreement
to laws of the country concerned, only such provision shall be deemed to be absent and shall not
be binding upon the PARTIES .
1.

PARTIES AND DEFINITIONS
This ,Temsa Non Exclusive Authorised Service Center Agreement hereinafter referred to
as“Agreement” is entered into on this ...... day of 2017 by and between;

1.1

TEMSA: TEMSA GLOBAL SANAYİ VE TİCARET A.Ş. (located at Turkey, Yolgeçen Mahallesi, Turhan
Cemal Beriker Bulvarı, No : 561, 563 Seyhan / Adana carrying out commercial activity, taxpayer of
Yüreğir Tax Office tax identification no. 8380046749, registered under 0838004674900010
Central Registration System No. in Adana Trade Registry, hosting www.temsa.com website and
owner of info@temsa.com mail address) hereinafter referred to as “ TEMSA”.
.....................................(located at .........................................) hereinafter referred to as
“Authorised Service”
TEMSA and Authorised Service Center together hereinafter referred to as the PARTIES , known
individually as a PARTY.
TEMSA commercial vehicles hereinafter referred to as TEMSA Products
Original TEMSA components, original TEMSA spare parts and original TEMSA accessories
hereinafter referred to as Original TEMSA Components
............................................... hereinafter referred to as Agreement Territory
Original Equipment Manufacturer hereinafter referred to as OEM.
Data Management System hereinafter referred to as DMS.

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1.5
1.6
1.7
1.8
2.
2.1
2.1.1
2.1.2
2.2
2.3

SUBJECT OF AGREEMENT
The subject of this Agreement is
To provide repair and maintenance services for TEMSA Products
To sell and distribute Original TEMSA Components in Agreement Territory.
The sales of Original TEMSA Components and the provision of services to customers for TEMSA
Products shall be on a non-exclusive basis and in cooperation with the other Authorised Service.
The rights determined in this Agreement are granted on basis of the TEMSA Service Standards set
forth in Annex 1 and compulsory hereto. Authorised Service shall perform its activities totally in
accordance with TEMSA Service Standards in order to provide and maintain high customer
satisfaction.

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2.4

In the event of a modification on TEMSA Service Standards, which can be decided unilaterally by
TEMSA, TEMSA shall inform Authorised Service thereof immediately, and the later shall have a
term of 3 months to adapt itself to the amended TEMSA Service Standards, unless a shorter term
is necessary on the basis of legal and/or technical clauses. However, the Authorised Service shall
inform TEMSA in writing with a prior 15 days notice iin the event that such Authorised Service
cannot comply with the relevant standards of TEMSA,

3.
3.1

LOCATION/LEGAL POSITION
Authorised Service runs repair workshop and distributes Original TEMSA Components at the
below mentioned location:
.............................
.............................
.............................
.............................

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3.3
3.4

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3.6
3.7

4.
4.1

4.2
4.3

Authorised Service shall not move this workshop without 30 days' prior written notice to TEMSA
and the written approval of TEMSA.
If Authorised Service moves this workshop as set out hereinabove, the same TEMSA Service
Standards will be in force at the new location.
If Authorised Service has plans for constructing new buildings, alterations or extension works,
Authorised Service must inform TEMSA in writing hereof within a reasonable term and must get
the written approval of TEMSA.
At all times, the PARTIES will act independantly and will bear the relationship toward each other
of independent contractors. This Agreement does not and will not deemed to create between
TEMSA and Authorised Service any partnership, joint venture or employer-employee relationship.
Neither PARTY will have any right or authority to act for or to bind the other in any way, except as
expressly provided by this Agreement. Neither PARTY will have the authority to sign on behalf of
the other or to represent that it is in any way responsible for any act or omission of the other.
Authorised Service is only responsible for the works carried by its own.
Authorised Service shall not enter into any commitment of any kind on behalf of TEMSA and we
will not make any contractual offers on behalf of Temsa.
Authorised Service shall compensate, indemnify, defend, and hold TEMSA, its officers, directors,
agents, and employees (each, an “Indemnitee” and collectively, the “Indemnitees”) harmless from
and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or
judgments (collectively “Claims”), including reasonable attorneys' fees, costs, and expenses
incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from
TEMSA and/or any Indemnitee, by reason of any Claim arising out of or relating to the violations
of any law or regulation; or breaches of any representations, undertakings and terms set out in
this Agreement.
TASKS/OBLIGATIONS OF AUTHORISED SERVICE
Authorised Service shall sell the Original TEMSA Components only to end users and resellers
recognised by TEMSA within the Agreement Territory.In addition, Authorised Service shall be
entitled to sell the same to independent workshops within the Agreement Territory, which use
such spare parts to repair and maintain the TEMSA Products.
Any sale to non-recognised resellers shall be excluded and in case of any, it shall be deemed as
contradiction to the essential elements of this Agreement.
Authorised Service shall not export any Original TEMSA Component outside the Agreement
Territory.

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4.4

Authorised Service shall carry out necessary repair and maintenance works to TEMSA Products in
accordance with the instructions from TEMSA.
4.5 Authorised Service shall always undertake the repair and maintenance services irrespective of the
origin of the TEMSA Products.
4.6 While rendering repair and maintenance services, Authorised Service shall take into consideration
the responsibilities of TEMSA to the third PARTIES like Original Equipment Manufacturers (OEM)
and customers.
4.7 If Authorised Service does not have authorisation from OEM companies, it shall not repair or
maintain the products of OEM’s. Authorised Service may take actions on the products of OEM’s
after getting confirmation from TEMSA and in compliance with the requests of TEMSA and OEM
such as taking photos, investigating the roots of the cause etc. Any repair or maintenance on
these products without getting confirmation from TEMSA will be under the responsibility of
Authorised Service. Any damage or loss from this action will be covered by the Authorised Service.
4.8 Authorised Service shall inform and obtain written approval of TEMSA of all marketing, advertising
and publicity activities for the service and the sales of Original TEMSA Components organised by
Authorised Service; Authorised Service shall also inform TEMSA in writing regarding the results of
such activities in details.
4.9 Authorised Service agrees that TEMSA is authorised to share marketing, advertising and publicity
material, used by Authorised Service with other Authorised Services within the framework of the
exchange of information, insofar as this is legally possible.
4.10 Authorised Service shall adequately be insured against all risks insurance with respect to product,
employee and third PARTY liability.
4.11 Authorised Service is liable to use equipment and data management system (DMS) provided by
TEMSA during the term of this Agreement. Authorised Service shall maintain the reliability of
these equipment and software safety and undertake not to use for any other purpose as set out
herein except otherwise is requested by TEMSA in writing.
5.
5.1

5.2
5.3
5.4
5.5
5.6

COMPANY NAME, INTELLECTUAL PROPERTY AND ADVERTISING MATERIAL
The trade name and trademark of TEMSA should be applied in compliance with the TEMSA Visual
Identity Guideline given in Annex 2. On all advertising, marketing and promotional material,
written documents and other publications referring to the cooperation between the PARTIES , the
trade name and the trademark of TEMSA shall appear only in the form made available or
approved prior by TEMSA.
Authorised Service shall use TEMSA branded advertising, marketing and promotional material and
install an illuminated TEMSA sign. The manufacturing, distribution, installation and maintenance
costs of related material shall be borne by Authorised Service.
TEMSA shall be informed in writing by Authorised Service of any legal local regulations restricting
the installation or usage of advertising, marketing or promotional material.
The right to use the title “ Authorised Service ” and the use of trade name and the trademark of
TEMSA in the advertising, marketing and promotional materials and on all business documents
shall end together with the expiry of this Agreement.
All advertising, marketing and promotional materials shall be disposed, removed or returned to
TEMSA following the expiry of this Agreement at the expense of Authorised Service.
The PARTIES agree to prevent and avoid insofar as possible any risk of confusion between
competing brands, which may result from the decision of Authorised Service about being multibranded. Authorised Service will inform and obtain writen approval of TEMSA in writing prior of
taking such decision. Authorised Service acknowledges and agrees that TEMSA owns all right, title
and interest in and to all

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5.6.1 Intellectual property, including but not limited to trademarks, copyrights patents, database,
design rights, trade dress and trade secrets (hereinafter collectively “Intellectual Property”), used
or held for use in connection with the products or the distribution thereof:
5.6.2 Advertising or promotional material used or held for use in connection with Products; and
5.6.3 Goodwill associated with the products. Authorised Service agrees that it and its affiliates will
acquire no right, title or interest over such Intellectual Property, advertising or promotional
material or goodwill, including but not limited to any Intellectual Property or advertising or
promotional materials or goodwill developed by or with the aid of Authorised Service in
connection with the performance of this Agreement.
5.7 Authorised Service will be vigilant in detecting possible infringements or any attempt to
appropriate the same or similar of TEMSA’s Intellectual Property or advertising or promotional
materials and will promptly inform TEMSA in writing of any known potential or actual
infringement. Authorised Service agrees to assist TEMSA to the extent necessary to help TEMSA
protect its rights in the Intellectual Property. In the event a third PARTY infringes or threatens to
infringe the Intellectual Property, or asserts that such properties infringe upon such third PARTY's
rights, TEMSA will have the sole right to take such action as it believes is necessary.
5.8 Authorised Service shall take no action with respect to such Intellectual Property or advertising or
promotional materials or with respect to any third-PARTY’s attempt to use or appropriate the
same or similar Intellectual Property without first obtaining TEMSA's prior approval in writing and
then only after obtaining TEMSA’s review of the specific proposed execution or action.
5.9 Authorised Service shall not use TEMSA’s trade names and/or trademarks without the prior,
express written consent of TEMSA. Under no circumstances shall the Authorised Service, at any
time, use TEMSA’s trade names, trademarks or other proprietary information as part of the
Authorised Service's corporate or trade name. Upon termination of this Agreement, the
Authorised Service shall remove all references to TEMSA from its letterheads, advertising
literature and places of business, and shall not thereafter use any similar or deceptive name or
trademark intending to give the impression that there is any relationship between the PARTIES
5.10 Authorised Service will not:
5.10.1make any modifications to the products or their packaging without the written consent of TEMSA.
5.10.2alter, remove or tamper with any trademarks, numbers or other means of identification used or in
relation to the products.
5.10.3use any of the trademarks in any way which might prejudice their distinctiveness or validity or the
goodwill of TEMSA therein.
5.10.4use in relation to the products any trademarks other than the Intellectual Property without
obtaining the prior written consent of TEMSA
5.10.5use any trademarks or trade names so resembling any trademark or trade name of TEMSA so as
to be likely to cause confusion or deception.
5.11 Authorised Service will not file, register or use any trademark, trade name, logo or device or any
PARTY thereof or any words which consist of, include or are confusingly similar to, any item
included in TEMSA’s Intellectual Property, including but not limited to, as a domain name for use
on the internet.
5.12 Authorised Service will, at the request of TEMSA, take all such steps as TEMSA may reasonable
require to assist TEMSA in maintaining the validity and enforceability of the Intellectual Property.
6.
6.1
6.2

EQUIPMENT OF WORKSHOP
Authorised Service shall equip the workshop according to the size of its company, the market
situation and local regulations in force.
Authorised Service shall guarantee that the technical installations and tools of the workshop are
in good condition and ready for use.

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6.3
6.4
7.
7.1

7.2

7.3
7.4
7.5
7.6
7.7
7.8

In order to guarantee high quality repair and maintenance of TEMSA Products, Authorised Service
shall have modern and updated equipment, specific material and tools during the term of this
Agreement.
Authorised Service shall have Kibes operating computers and TEMSA diagnostic tools.
TRAINING
TEMSA may organize trainings for the necessary chosen TEMSA Products when convenient in
Adana or a place determined by TEMSA at its own discretion. Authorised Service's appointed staff
shall participate in trainings organised by TEMSA and obtain the training degree issued by TEMSA.
The expenses of lunch during trainings, transportation of the attendants from hotel, training
materials and documents will be provided by TEMSA. Other expenses including travel and
accomodation of the participants shall be solely borne by Authorised Service.
Other than TEMSA's Training schedule, if Authorised Service requested for training, Authorised
Service has to bear all related cost and expenses related with such training.
TEMSA will organize the initial training for the newly-introduced TEMSA Products and newlyAuthorised Service Centers free of charge. Moreover, the expenses of lunch during trainings,
transportation of the attendants to hotel, training materials and documents will be provided by
TEMSA. Other expenses including travel and accomodation of the participants shall be borne
solely by Authorised Service.
Upon request from Authorised Service Center, the training herein shall be given by TEMSA as
specified in exchange of the designated hourly rate according to the planned schedule of TEMSA.
If Authorised Service requests training about a special topic or customer based training, TEMSA
will organise a training according to the expectations of Authorised Service.
If Authorised Service requests a training at a location other than Adana, all travel, accomodation
and other expenses of TEMSA trainers will be covered by Authorised Service.
All trainings and training documents will be in English.
If the training is requested in a language other than English, translation costs of the training
material and translator costs will be borne by Authorised Service.
In order to maintain necessary service standards, Authorised Service must participate the
compulsory trainings at least one time in a calendar year which organized by TEMSA

8.
8.1

SERVICE LITERATURE / INFORMATION
TEMSA shall provide Authorised Service literature such as Workshop Manual, User Manual,
Electrical Wiring Manual, Spare Parts Catalogue and Flat Rate Catalogue, which are necessary for
the provision of customer services and for any maintenance and repair works. Such literatures are
subject to change at any time by TEMSA.
8.2 The service literature shall be delivered to Authorised Service in the following way:
8.2.1 The service literature on paper shall be sent by post or with spare parts delivery.
8.2.2 The service literature in electronic format shall be made available through
http://online.temsa.com. Authorised Service shall be granted access to online systems through
the password supplied by TEMSA.
8.3 Authorised Service shall go over the information supplied, follow the instructions given therein
and treat the service literature in accordance with the directions imposed by TEMSA.
8.4 All the service literature and information shall remain the intellectual property of Authorised
Service shall undertake to maintain the confidential character of the service literature received
from TEMSA.
8.5 Authorised Service shall not allow distributing the service literature among third PARTIES ,
without the explicit prior written permission of TEMSA. This confidentiality obligation shall be in
force for all information received from TEMSA. Additional specifications in connection with this
confidentiality obligation are set forth in Article 14.
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8.6
8.7
9.
9.1
9.2

TEMSA will deliver the vehicle documentation in English. If Authorised Service requests the
documents in another language than English, there will be an additional cost per model which
shall be borne by Authorised Service and paid once for each model.
After the expiry of this Agreement, the service literature must be returned to TEMSA.
COMPUTER SYSTEM
Authorised Service shall purchase a computer system according to the configurations determined
by TEMSA to manage its commercial activity. The acts determined by TEMSA must be performed
electronically.
In order to make the exchange of electronic data possible, Authorised Service must imperatively
have an adjusted connection to the Internet/Intranet.

10. WARRANTY CONDITIONS
10.1 Authorised Service shall carry out repair and maintenance of TEMSA Products and Original TEMSA
Components under warranty according to the terms and conditions of the Service Literature
supplied by TEMSA and TEMSA Warranty Manual.
10.2 The warranty period of TEMSA Products starts at the date of their delivery to the end user after
completion of the “Retail Delivery Advice Form” in the customer’s “Warranty and Maintenance
Manual”.
10.3 If requested by TEMSA, Authorised Service shall return the parts claimed under warranty to a
place designated by TEMSA.
10.4 Application for warranty claim must be made to TEMSA within 14 calendar days after the
completion of warranty work. Claims made after 14 days will be rejected.
10.5 TEMSA provides warranty coverage on claims relating to the Original TEMSA Components
installed on TEMSA Products. TEMSA will not accept responsibility for failures caused by, or
resulting from the use of non-original TEMSA component. Warranty reimbursement will not be
made for claims where the Original TEMSA Components have not been used unless Authorised
Service did get the approval from TEMSA.
10.6 Authorised Service agrees that TEMSA or a third person (auditor) designated by TEMSA within the
framework of warranty audit, checks the repairs and maintenance under warranty carried out by
Authorised Service.
10.7 Authorised Service shall keep the necessary stock in order to shorten the warranty repair time.
10.8 During the works under warranty, Authorised Service shall only use the Original TEMSA
Components and buy them from TEMSA. If the part is not available in the stocks of the PARTIES
and the supply of urgent order excluding the delivery takes longer than 15 calendar days,
Authorised Service can buy and use the required well qualified part from local market and claim
TEMSA with original invoice. The cost of the part can not exceed the 110 % of the urgent order
price of TEMSA. In such cases, Authorised Service shall get preapproval from TEMSA; otherwise
the invoice will not be paid by TEMSA.
10.9 Any decision aiming at determining whether the works are performed under warranty or not can
be taken by Authorised Service must always abstain from taking a position thereon towards the
customer.
10.10 Authorised Service shall repair all warrantable failures without charging to the customer during
the new vehicle’s warranty period.
10.11 Authorised Service shall submit the warranty claims through the online system assigned by
TEMSA. TEMSA Authorized Service shall be granted access to online system through the password
supplied by TEMSA. In case of any change in the system, TEMSA Authorized Service shall adopt
the new system within 6 months.

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10.12 TEMSA Authorized Service shall include the key mandatory points in any warranty claim report. If
the warranty claim does not provide the basic information then it will be considered as
incomplete and therefore it will be rejected.
10.13 If the applications for warranty performances are recognised by TEMSA, TEMSA shall pay the
related fee to Authorised Service.
10.13.1 TEMSA shall pay the time needed to perform the repairs under warranty on the basis of an hourly
rate. The charge for labor shall be based on the Warranty Hourly Labor Rate established by
TEMSA multiplied by the standard time allowance in the latest Flat Rate Manual designated by
TEMSA. If TEMSA indicates a certain labour value, such value must also be followed by Authorised
Service.
10.13.2 TEMSA shall refund the Original TEMSA Components, bought from TEMSA according to the stock
order price plus % 15 compensation rate. For the cases, in which Authorised Service has an urgent
order, TEMSA will only pay the urgent delivery cost, not the % 15 compensation rate.