Terms of Service
WHOLESALE AGREEMENT AND SALES POLICY
Last updated: 24.08.2026
1. Parties
SELLER
| Title | Seda Berberoğlu Utku (sole proprietorship) |
| Brand / Business Name | Seda Jewellery |
| Address | Rüstempaşa Mah. Marpuççular Cad. Marpuççular İş Merkezi No: 6, İç Kapı No: 125, Fatih / İstanbul, Turkey |
| Tax Office / Tax ID | Hocapaşa / 8970122766 |
| bysedajewellery@gmail.com | |
| Phone | +90 506 114 03 54 |
| Website | https://sedajewellery.com |
BUYER
A real or legal person merchant who registers an account and places an order on the Site, acting within the scope of their commercial or professional activity for the purpose of resale.
2. Subject Matter and Nature of the Agreement
This Agreement governs the rights and obligations of the parties regarding the wholesale sale of imitation jewelry and accessory products ordered by the Buyer electronically via sedajewellery.com.
2.1. Not a Consumer Transaction — IMPORTANT
Sales are made exclusively to commercial buyers (B2B / wholesale) via sedajewellery.com. By placing an order, the Buyer;
- acknowledges that they are acting for commercial or professional purposes, for resale,
- confirms that they do not hold the status of a consumer,
- agrees that these sales do not constitute a consumer transaction within the scope of Law No. 6502 on Consumer Protection and the Regulation on Distance Contracts,
- and therefore, the 14-day right of withdrawal and other rights provided for consumers in the aforementioned legislation will not apply to these sales.
The relationship between the parties is subject to the provisions of the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102.
The Seller reserves the right to request tax plates, activity certificates, trade registry records, or equivalent documents to verify the Buyer's commercial status, and to reject membership/orders if these documents are not provided.
3. Membership, Price Display, and Account Security
- Product prices are displayed only to approved members. An account must be created and approved by the Seller to view prices.
- The Buyer undertakes that the information provided during membership is accurate, current, and complete.
- The Buyer is responsible for the confidentiality of account information and for all orders placed through their account.
- Wholesale price lists are considered trade secrets. The Buyer agrees not to share price lists, catalogs, and site content with third parties.
- The Seller reserves the right to reject membership applications without justification or to suspend existing memberships.
4. Placing an Order and Formation of the Contract
- The Buyer places an order by adding products to the cart and completing the payment step.
- Placing an order does not constitute a binding acceptance on the part of the Seller. The contract is formed at the moment the Seller confirms the order in writing (via email) and/or ships the product.
- The Seller may partially or completely reject an order in cases of insufficient stock, price/description errors, unverified payment, suspicious transactions, or inability to verify the Buyer's commercial status. In such a case, the collected amount will be refunded to the Buyer, and the Seller will have no further liability.
- The minimum order amount is 2,000 TL (including VAT).
5. Prices, Currency, and Taxes
- All prices displayed on the Site are in Turkish Lira (TRY), and payment is collected in Turkish Lira.
- Prices displayed on the Site include VAT.
- Prices are subject to change without prior notice. The binding price for the Buyer is the price at the time the order was placed.
- Any currency conversion and bank commissions applied by the foreign Buyer's card/account are the responsibility of the Buyer.
- Amounts shown in foreign currency on the Site are approximate values for informational purposes only; payment will always be collected in Turkish Lira.
- Shipping costs are not included in the price; please refer to the Delivery and Shipping Conditions document.
- In international sales, import taxes, customs duties, and VAT/GST incurred in the destination country are not included in the price and are the responsibility of the Buyer.
6. Payment
- Payments for orders placed on the Site are made using credit card/debit card via virtual POS through the PayTR infrastructure. This infrastructure accepts payments with cards issued abroad.
- Payment via wire transfer/EFT is not accepted on the Site. Wire transfer/EFT is only valid for direct orders placed via WhatsApp; these orders are outside the scope of this Agreement and are executed under separately agreed terms between the parties.
- Card information is not seen, recorded, or stored by the Seller. Payment transactions are carried out by a PCI-DSS compliant payment institution.
- Orders will not be processed until payment is successfully confirmed.
- The Seller reserves the right to cancel transactions suspected of fraud and to request additional verification.
7. Product Features and Tolerance
- Products are of imitation jewelry and accessory nature; no commitment is made regarding the presence of precious metals or precious stones.
- Product images are representative. Color tones may vary due to screen settings, lighting conditions, and photography circumstances.
- In products involving hand craftsmanship and natural stones, differences in size, weight, color tone, and texture arise from the nature of the product and are not considered defects.
- Reasonable manufacturing tolerances apply to product measurements.
- The Seller reserves the right to change the product range and models without prior notice.
8. Defective Goods, Inspection, and Notification Obligation
As the Buyer has the status of a merchant, Article 23/1-c of the Turkish Commercial Code applies:
- The Buyer is obliged to inspect the delivered products immediately.
- Obvious defects must be notified to the Seller in writing within 2 (two) days from the date of delivery.
- Hidden defects, which cannot be easily detected upon inspection, must be notified within 8 (eight) days from the date they are discovered.
- If no notification is made within these periods, the products are considered accepted, and the Buyer's right to claim based on defects is forfeited.
8.1. Resolution in Case of Defect
In cases of defects, shortages, or incorrect product shipments originating from the Seller, which are notified in a timely and proper manner and found justified by the Seller, the order of resolution is as follows:
- Primary solution: Replacement of the product with a non-defective equivalent.
- If a non-defective equivalent is not in stock or replacement is not possible within a reasonable time: price reduction or refund of the product price.
The parties have agreed that the optional rights within the scope of warranty against defects will be exercised in the order listed above. This limitation shall not apply in cases of gross negligence or fraud by the Seller.
For the process and application procedure, please refer to the Cancellation and Return Conditions document.
9. Limitation of Liability
- The Seller's total liability arising from an order is, in any case, limited to the price of the relevant order.
- The Seller is not responsible for indirect and consequential damages such as loss of profit, loss of business, loss of reputation, or third-party claims.
- Cases of the Seller's gross negligence and intent are reserved.
10. Resale, Brand, and Intellectual Property
- All content on the Site (product images, texts, logo, design, catalog) belongs to the Seller and is protected by intellectual property legislation.
- The Buyer may resell the purchased products in their own store/channels. However, the Buyer may not use the Seller's brand, logo, and trade name in a manner that suggests they are the Seller's authorized distributor, representative, or manufacturer.
- The Buyer may only use product images for the purpose of selling the products they have purchased; they may not license the images to third parties.
- The Buyer assumes all legal responsibility that may arise if the products are offered for sale under a brand different from the Seller's brand.
11. Export, Sanctions, and Compliance
- International sales are carried out with DAP (Incoterms® 2020) delivery terms.
- The Buyer is solely responsible for the import of products, their compliance with product safety, labeling, testing, and registration requirements in the destination country, and all legislation related to their resale.
- The Buyer undertakes that the products will not be re-exported to any country, person, or entity in violation of international sanction and embargo regimes.
12. Protection of Personal Data
The Buyer's personal data is processed in accordance with the Law on Protection of Personal Data No. 6698 and relevant legislation. For detailed information, please refer to the Privacy Policy and KVKK Disclosure Statement pages.
13. Commercial Electronic Message
If the Buyer provides explicit consent, they may receive commercial electronic messages regarding campaigns, promotions, and new product announcements. The Buyer may withdraw this consent at any time; opt-out can be done via the unsubscribe link within the messages or through IYS (Electronic Message Management System).
14. Force Majeure
In the event that obligations cannot be fulfilled due to events beyond the reasonable control of the parties (natural disaster, epidemic, war, strike, cyber attack, customs and logistics disruptions, decisions by official authorities, supply chain interruptions), the relevant party shall not be considered in default. If the impediment exceeds 30 days, either party may terminate the contract, and collected amounts will be refunded.
15. Amendments
The Seller may unilaterally update this Agreement and its appended policies. The updated text becomes effective as soon as it is published on the site. For each order, the text in force at the time the order was placed shall apply.
16. Governing Law and Competent Authority
- This Agreement and its appended policies are governed by Turkish law.
- The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) has been expressly excluded by the parties.
- The Istanbul (Central/Çağlayan) Courts and Enforcement Offices are authorized to resolve disputes arising from this Agreement.
- In commercial lawsuits, application to mediation is a prerequisite for filing a lawsuit.
- The Seller's commercial books and records, as well as electronic order records, constitute conclusive evidence within the meaning of Article 193 of the Code of Civil Procedure.
17. Effectiveness
By approving this Agreement at the order stage, the Buyer declares that they have read, understood, and accepted all its provisions. The Agreement comes into force upon approval of the order by the Seller.
Appendices:
- Delivery and Shipping Conditions
- Cancellation and Return Conditions
- Privacy Policy / KVKK Disclosure Statement