1. Parties
This Seller Agreement (the "Agreement") is concluded between LILART TEKNOLOJİ YAZILIM İTHALAT İHRACAT VE TİCARET ANONİM ŞİRKETİ (MERSİS: 0608187591100001, tax ID: 6081875911, address: Vadistanbul Park Sit. 7C Blok No:7D İç Kapı No:15 Sarıyer/İstanbul, email: info@lilart.tech) ("FactoryDepo") and the natural or legal person who opens a seller account on www.factorydepo.com and accepts this Agreement electronically (the "Seller"), at the moment of the Seller's acceptance.
2. Definitions
- Platform: the online B2B sourcing marketplace operated by FactoryDepo at www.factorydepo.com.
- Buyer: a business that searches for products, requests quotes or places orders through the Platform.
- Listing: the product information, price tiers, stock, lead time, images and documents the Seller publishes on the Platform.
- Quote request: a Buyer asking for price and terms for a product, quantity and delivery terms.
- Order: a purchase a Buyer places through the Platform and the Seller accepts.
- Partner channel: showing the Seller's listings, only if the Seller separately allows it, on another digital platform chosen by FactoryDepo, through FactoryDepo's technical interface.
3. Subject
The Agreement sets out the rights and obligations for the Seller publishing listings, answering quote requests and fulfilling orders on the Platform.
For the Seller's listings, FactoryDepo is an intermediary service provider under Turkish Law No. 6563 on the Regulation of Electronic Commerce; it is not the seller of the Seller's products. Listings on which FactoryDepo itself is shown as the seller are outside this Agreement.
4. Account and verification
- The Seller is responsible for the information it gives when opening the account and afterwards being accurate, current and complete.
- A person who opens the account for a legal entity declares that they are authorised to represent it.
- The Seller is responsible for keeping its password confidential and for actions taken from its account, and tells FactoryDepo without delay when it notices unauthorised use.
- FactoryDepo may ask the Seller for its trade registry record, tax certificate, signature authority or product documents.
- The "Verified" mark shows only the information FactoryDepo has checked against documents. It is not a guarantee of product quality or of the Seller's performance.
5. Listings
- The Seller states the product name, specifications, unit, price and currency, minimum order quantity, stock, lead time and origin accurately. It leaves a fact it does not know blank rather than estimating it.
- The Seller keeps price, stock and lead time current and does not leave an expired offer published.
- The Seller is responsible for its listed products complying with the law in force in Türkiye and in the destination country, including product safety, conformity marking, import and export restrictions and sanctions.
- Products whose sale is prohibited, or which require a permit, licence or authorisation the Seller does not hold, may not be listed.
- The Seller declares that it holds the necessary rights to the text, images, documents and trade marks it uses in listings.
6. FactoryDepo's rights
- FactoryDepo may review listings before or after publication and ask for corrections.
- It may unpublish a listing that breaks the law, is misleading or infringes third-party rights, or about which it receives a notice of unlawfulness.
- It may suspend the Seller's account for a material breach of the Agreement, false documents or suspected fraud.
- It tells the Seller about these actions with its reasons. The Seller may object by email; the objection is reviewed and the outcome is communicated.
7. Ranking
Search results on the Platform are sorted by "relevance" or "newest". Relevance is determined by the search phrase appearing in the product name, the priority of the product category, the listing having an image, and text match. Newest sorts by the listing's publication date.
At the date of this Agreement no paid ranking or promotion service is offered. If one is offered, its terms are announced in advance and the listings concerned are shown to Buyers in a distinguishable way.
8. Quote requests and orders
- In its quotes the Seller states the price, currency, validity, delivery term and lead time clearly.
- An order the Seller accepts binds the Seller. The Seller fulfils it on the accepted terms and within the accepted time, and tells the Buyer and FactoryDepo as soon as it learns of a delay or an obstacle to performance.
- The Seller is responsible for issuing the invoices and documents the law requires for the products it sells.
- How payment for an order is collected and on what conditions it is passed to the Seller is governed by the terms shown on the Platform for that order and accepted by the Seller.
9. Fees
If FactoryDepo is to charge the Seller a commission or any other fee, it announces the amount or rate and how it applies in advance in writing (including electronically). A fee the Seller has not accepted is not charged.
10. Partner channels
The Seller's listings are shown in partner channels only if the Seller expressly allows it in writing (including by email) to FactoryDepo; without that permission they are not shown. The Seller may withdraw its permission the same way at any time. Once the withdrawal is recorded, the listings are not shown in new searches in partner channels.
A partner channel shows only these listing facts: product name and specifications, price tiers and currency, minimum order quantity, stock status, lead time, origin, verification status and the link to the listing on the Platform. The name, email address and telephone number of the Seller's representative are not shown.
Quote requests from a partner channel reach the Seller through the Platform and are subject to this Agreement.
İhaleZeka (www.ihalezeka.com), which FactoryDepo intends to use as a partner channel, is operated by the same company as FactoryDepo, LILART A.Ş.. The Seller is told before any other partner channel is added.
11. Personal data
- Each party is a separate data controller under Turkish Law No. 6698 on the Protection of Personal Data (KVKK) for the personal data it processes.
- FactoryDepo processes the personal data of the Seller and its representatives as described in the Privacy Notice published on the Platform.
- The Seller uses Buyer personal data passed to it for a quote request or an order only to fulfil that request or order. It does not use the data for marketing without the Buyer's separate permission, does not share it with third parties, and deletes it once the purpose is achieved, subject to statutory retention duties.
- The Seller takes the technical and organisational measures in KVKK Article 12 to secure this data, and tells FactoryDepo without delay when it learns of a breach involving it.
12. Confidentiality
The parties do not use non-public commercial information learned under the Agreement (including price negotiations, order details and Buyer information) except to perform the Agreement, and do not disclose it to third parties. This duty survives the end of the Agreement, except where the law requires disclosure.
13. Intellectual property and content licence
The Seller grants FactoryDepo a non-exclusive, royalty-free permission, limited to the term of the Agreement, to show listing content on the Platform and in the partner channels the Seller allows, and to format, translate and create reduced copies of it for that purpose.
The Platform's software, design and the FactoryDepo trade mark belong to LILART A.Ş..
14. Liability
The Seller is responsible for the content of its listings, its products and the fulfilment of orders. It reimburses FactoryDepo for amounts FactoryDepo has to pay on claims brought against it because of them.
FactoryDepo operates the Platform with reasonable care; maintenance, faults or third-party services may cause interruptions. Except for intent and gross negligence, FactoryDepo's liability is limited to direct damage.
15. Term and termination
- The Agreement is for an indefinite term.
- The Seller may terminate the Agreement at any time by closing its account.
- FactoryDepo may terminate the Agreement by written notice 15 days in advance. Termination for material breach takes effect immediately.
- Orders accepted before termination are completed under the Agreement.
16. Changes
FactoryDepo announces changes to the Agreement to the Seller's registered email address and in the seller dashboard at least 15 days before they take effect. Changes required by a change in the law take effect on the date the law sets.
After a change takes effect, the Seller cannot publish or edit listings until it accepts the new version. A Seller who does not accept a change may terminate the Agreement.
17. Evidence
The parties agree that FactoryDepo's electronic records (including acceptance records and system logs) may be used as evidence under Article 193 of Turkish Code of Civil Procedure No. 6100. The right to counter-evidence is reserved.
18. Notices
Notices to the Seller are sent to the email address registered in its account. Notices to FactoryDepo are sent to info@lilart.tech or to Vadistanbul Park Sit. 7C Blok No:7D İç Kapı No:15 Sarıyer/İstanbul.
19. Governing law and jurisdiction
The Agreement is governed by Turkish law. Within the scope of Article 17 of Turkish Code of Civil Procedure No. 6100, the Istanbul Central (Çağlayan) Courts and Enforcement Offices have jurisdiction over disputes arising from the Agreement.
20. Entry into force
The Agreement enters into force when the Seller accepts it electronically. FactoryDepo records the version accepted and the time of acceptance.