Our Expert in Turkey
For in-house counsel, commercial teams, manufacturers, distributors and investors: a concise, enforcement-led compliance guide to distributing products in Turkey in 2026, focused on contract drafting, online sales restrictions, enforcement trends and practical mitigation steps.
Distribution agreements turkey have moved sharply up the compliance agenda in 2026, as the Turkish Competition Authority (TCA, Rekabet Kurumu) intensifies scrutiny of vertical restraints, online sales restrictions and resale price maintenance. Manufacturers and distributors operating in or supplying into the Turkish market now face a regulatory environment that treats contract language as evidence, and where poorly drafted exclusivity, pricing or e-commerce clauses can trigger investigations and material fines. This guide translates Law No. 4054, the TCA’s enforcement practice and the applicable block exemption framework into practical drafting and compliance actions. It is written for commercial and legal teams who need to know exactly which clauses raise red flags, and what to do about them now.
The core message for anyone managing distribution agreements turkey in 2026 is that vertical restraints are lawful in principle but heavily conditioned in practice. The TCA’s enforcement focus has settled firmly on pricing freedom and online channels.
The foundation of every analysis of distribution agreements turkey is Law No. 4054 on the Protection of Competition. It prohibits agreements between undertakings that have the object or effect of preventing, restricting or distorting competition, and it grants the TCA broad powers to investigate, order remedies and impose administrative fines. Vertical agreements, those between undertakings operating at different levels of the supply chain, such as a manufacturer and its distributor, fall squarely within its scope where they contain restraints on competition.
Under Law No. 4054, an agreement that restricts competition is prohibited (Article 4) and, where it provides no offsetting benefits, is void, unless it qualifies for an exemption under Article 5. The Turkish system operates a block exemption regime for vertical agreements, set out in the Block Exemption Communiqué on Vertical Agreements (Communiqué No. 2002/2, as amended), which provides a safe harbour for agreements below a defined market-share threshold and which do not contain “hardcore” restrictions. The practical consequence is straightforward: if your distribution agreement stays within the market-share ceiling and avoids hardcore terms, chiefly RPM and absolute territorial or customer allocation, it will generally benefit from the block exemption.
Cross that line and the exemption is lost, exposing the arrangement to scrutiny.
The distinction between object restrictions and effect restrictions matters enormously in drafting. Hardcore terms such as RPM are treated as restrictions by object, meaning the TCA does not need to prove market harm, the clause itself is the violation. Other restraints are assessed by their effects, which turns on market shares, the structure of the market and the availability of exemptions. This is why removing a single problematic sentence from a template can be the difference between a compliant contract and one that is void and sanctionable.
The TCA’s block exemption and guidelines framework for vertical agreements has been revised in recent years to reflect developments in the treatment of e-commerce and online sales, and the Authority has signalled continued prioritisation of vertical restraints, particularly in digital and online sales contexts. Communiqués and Board guidelines carry direct practical weight: they define the market-share safe harbour, list the hardcore restrictions that forfeit the exemption, and shape how the Board reasons in individual cases. Commercial teams should treat the current communiqué and guidelines framework as the operative rulebook and refresh their contract templates whenever the Authority issues amendments, which are published in the Official Gazette.
Turkish vertical-agreement rules are consciously aligned with the European Union’s approach. The EU’s Vertical Block Exemption Regulation, Regulation (EU) 2022/720, which replaced the earlier Regulation (EU) No 330/2010, and the European Commission’s Guidelines on Vertical Restraints provide a useful comparative lens for interpreting Turkish practice, especially on selective distribution criteria and online sales. In practice, drafting a distribution agreement that is defensible under EU vertical principles will usually put you in a strong position under Turkish law as well, though there are divergences and the TCA applies its own decisional practice. Where a group operates pan-European contracts, the safest course is to draft to the stricter of the two regimes and then localise for Turkish specifics.
Choosing the right structure is the first compliance decision in any distribution agreements turkey project. Each model carries a different risk profile and a different set of permissible restraints.
Exclusive distribution turkey arrangements grant a distributor the sole right to a territory or customer group. This is a legitimate and common structure that can be pro-competitive, it encourages the distributor to invest in the market knowing it will not be undercut by other appointed distributors in the same territory. The critical boundary is the difference between protecting a distributor’s active sales territory and imposing an absolute ban on all sales. Preventing a distributor from actively targeting another distributor’s exclusive territory is generally permissible; preventing it from responding to unsolicited (passive) sales, or blocking end customers entirely, crosses into hardcore territorial restriction. Exclusivity should also be time-limited and reviewed against the applicable market-share threshold.
Selective distribution turkey systems appoint resellers on the basis of defined criteria, typically used for branded, technical or premium goods. The TCA, in line with EU practice, accepts selective distribution where the criteria are objective, qualitative, applied uniformly and non-discriminatorily, and do not go beyond what the nature of the product requires. Legitimate criteria include staff training, showroom or service standards, after-sales support and brand-presentation requirements. Problems arise when criteria are used as a pretext to fix prices, to exclude online sellers wholesale, or to restrict cross-supplies between appointed members of the network. A well-designed selective system is one of the most defensible structures available, but only if the criteria are genuinely quality-driven and documented.
The legal characterisation of the relationship changes the analysis. In a genuine agency arrangement, the agent does not take title or bear the commercial risks of the transaction, the principal does. Because the agent is treated as an extension of the principal, the principal can lawfully set the sale price and terms, which would be unlawful RPM in a true distribution (resale) relationship. The distinction turns on substance, not labels: the TCA will look at who bears the market and financial risk. Mischaracterising a risk-bearing distributor as an “agent” to justify price-setting is a classic enforcement trap.
| Model | Lawfulness / TCA approach | Common contractual clauses | Enforcement risk level | Practical drafting tips |
|---|---|---|---|---|
| Exclusive distribution | Lawful within market-share safe harbour; hardcore risk if absolute territorial bans imposed | Territory grant, active/passive sales split, minimum purchase targets, exclusivity term | Medium | Permit passive sales; limit exclusivity to active selling; time-limit and review against thresholds |
| Selective distribution | Lawful if criteria are objective, qualitative, uniform and non-discriminatory | Admission criteria, service/quality standards, cross-supply rights, brand-presentation terms | Low–Medium | Document criteria; apply uniformly; never use criteria to fix price or ban online sales outright |
| Agency / commission selling | Principal may set price only where agent bears no meaningful commercial or financial risk | Commission terms, risk allocation, price-setting authority, reporting duties | Low (if genuine); High (if mischaracterised) | Ensure the principal bears the risks; do not label a risk-bearing reseller as an agent to justify RPM |
Selecting counsel who has appeared before the Competition Board is invaluable when the structure is finely balanced. The GLE Turkey antitrust lawyer directory and expert profiles can help you identify practitioners with direct experience of these distribution structures.
The most productive compliance exercise for any team managing distribution agreements turkey is to hunt for the four categories of restraint that consistently draw enforcement attention.
Resale price maintenance turkey is among the most heavily enforced vertical restraints. RPM occurs when a supplier fixes or sets a minimum resale price for its distributors, or achieves the same effect indirectly. Because RPM is treated as a restriction by object, the TCA generally does not need to demonstrate market harm, proof of the practice is enough. Indirect RPM is just as dangerous as an express minimum-price clause: examples include “recommended” prices that are monitored and enforced, margin or discount caps that function as price floors, threats to cut supply for undercutting, and rebate schemes conditioned on price compliance.
Suppliers may communicate genuine maximum resale prices and non-binding recommended prices, but the moment those recommendations are policed they become unlawful.
Restricting the territory into which, or the customers to whom, a distributor may sell is a hardcore restriction where it amounts to an absolute ban. The permissible line, again, is the active/passive distinction. A supplier may restrict a distributor’s active selling into a territory or customer group reserved to another distributor or to the supplier itself. It may not, as a general rule, prohibit passive sales, responses to unsolicited customer approaches, nor restrict where end customers can buy. Blanket export bans and clauses preventing distributors from cross-supplying one another are red flags that forfeit the block exemption.
Online sales restrictions turkey are the fastest-moving area of enforcement. The TCA distinguishes between legitimate quality controls on how a distributor sells online and restrictions that effectively prevent it from using the internet as a sales channel. An absolute ban on online selling is treated as a hardcore restriction on par with a territorial ban. By contrast, requiring a distributor’s website to meet the same quality and brand standards as its physical outlets, or setting criteria for the appearance and functionality of an online store, is generally acceptable within a selective distribution system. The distinction is between controlling how a product is sold online and prohibiting the channel altogether.
Parity or MFN clauses, which require a seller to offer a platform or buyer terms no worse than those offered elsewhere, are a distinct enforcement concern. Wide parity clauses, which bind a seller across all channels, are viewed with particular suspicion because they can soften competition between platforms and raise costs for consumers. Even narrow parity clauses require careful justification. Any distribution or platform contract containing “best price” or “no worse than” undertakings should be reviewed and, in most cases, narrowed or removed.
Contract language is where compliance succeeds or fails. The following annotated templates illustrate defensible drafting for distribution agreements turkey. They are guidance only and should be adapted with legal advice to the specific product, market and relationship.
1. Exclusive distribution (territory and duration). “The Supplier appoints the Distributor as its exclusive distributor for [Product] in [Territory] for a term of [X] years. The Distributor shall not actively promote or solicit sales outside the Territory, but nothing in this Agreement restricts the Distributor from fulfilling unsolicited orders from customers located outside the Territory.”
2. Selective distribution criteria. “The Distributor shall be admitted and retained solely on the basis of the objective qualitative criteria set out in Schedule [X], which apply uniformly to all authorised distributors. Such criteria relate exclusively to technical qualification, premises, after-sales service and brand presentation, and shall not be applied to fix resale prices or to prevent sales through any lawful channel.”
3. Online sales policy. “The Distributor is entitled to sell the Products online. The Distributor’s online offering must comply with the quality, brand-presentation and customer-service standards in Schedule [X], which apply equally to physical and online sales. Nothing in this clause shall be construed as prohibiting the Distributor from selling the Products via the internet.”
4. Pricing (RPM carve-out). “The Distributor is free to determine its own resale prices. The Supplier may communicate non-binding recommended resale prices and may set maximum resale prices, provided that such recommendations and maxima do not operate, directly or indirectly, as fixed or minimum prices. The Supplier shall not monitor or enforce resale prices.”
5. Compliance and audit clause. “Each party shall comply with Law No. 4054 and applicable competition rules. The Distributor shall maintain records of pricing and sales decisions and shall, on reasonable notice, permit the Supplier to verify compliance with the quality criteria in this Agreement. Nothing in this clause authorises the exchange of competitively sensitive information.”
A tailored clause review against your product category and market position is the most efficient way to de-risk a template. GLE’s network can arrange a structured review of your distribution contracts and online policies.
Omni-channel distribution is where the greatest number of distribution agreements turkey now come unstuck, because contracts written for a physical-retail world often contain implicit or explicit online restrictions that the TCA reads as hardcore.
Suppliers retain legitimate control over how their products appear and are serviced online. Within a selective distribution system, you may require a distributor’s website to meet defined standards for presentation, security, customer service and product information, and you may require that the online store reflect the same brand experience as a physical outlet. The touchstone is equivalence: online standards should mirror, not exceed in a discriminatory way, the standards applied offline.
An outright prohibition on internet selling, a requirement that a fixed proportion of sales be made offline, or a blanket ban on using online marketplaces that operates to prevent effective online selling will be treated as impermissible. Restrictions that single out the internet as a channel, for example, charging higher wholesale prices for goods intended for online resale (dual pricing designed to discourage online sales), are also high risk.
Build your online sales policy as a set of objective, uniformly applied quality criteria attached as a schedule to the distribution agreement. State expressly that online selling is permitted, that the criteria apply equally to physical and online channels, and that the criteria are not intended to and shall not restrict the distributor’s freedom to set prices. Review the policy against the current TCA communiqué and guidelines framework and refresh it when the Authority issues new guidance on e-commerce restraints.
Understanding how the TCA enforces is essential to managing the risk in your distribution agreements turkey portfolio, because the same clause can look benign until an investigation puts it under a microscope.
Investigations typically begin from a complaint, a market study, or the Authority’s own initiative. The TCA has extensive investigative powers, including unannounced on-site inspections, dawn raids, during which officials may examine records, emails and electronic data. A preliminary inquiry may lead to a full investigation, during which undertakings can submit written defences and access certain evidence, culminating in a Board decision. Because the Authority relies heavily on internal communications, the way distributors and sales teams describe pricing or online policy in emails and chat messages is frequently decisive.
Law No. 4054 empowers the TCA to impose administrative fines calculated as a percentage of the undertaking’s annual gross revenue generated in the financial year preceding the decision, with the precise figure reflecting the gravity and duration of the infringement and any aggravating or mitigating factors, in accordance with the applicable fines regulation. Turnover-based fines mean that even a single problematic clause can generate a very substantial penalty for a large group. The Board’s decisional practice in recent years has repeatedly found RPM and online sales restrictions to be restrictive, imposing fines on suppliers who set or policed resale prices or who restricted distributors’ online channels. Settlement and commitment mechanisms, introduced into Law No.
4054 by the amendments of 2020, as well as leniency for those who come forward, can reduce exposure in appropriate cases.
If your business receives an investigation notice or is subject to a dawn raid, act immediately: notify counsel, suspend any routine deletion of documents and communications, preserve electronic data, and ensure staff cooperate with inspectors while asserting legitimate legal-privilege protections. Do not attempt to manage the response internally without specialist advice, early missteps can convert a survivable inquiry into an aggravated one.
Private enforcement is also available. Parties harmed by anticompetitive conduct, including distributors affected by unlawful restraints, can bring civil claims before the Turkish courts. Law No. 4054 provides for the recovery of damages caused by prohibited agreements, and in certain circumstances allows those who suffer loss to claim up to three times the damage or the profit gained. A civil action generally proceeds by filing a claim in the competent commercial court, with the claimant bearing the burden of establishing the infringement and resulting loss, often supported by a prior TCA decision.
A living compliance programme is the most cost-effective protection for any business relying on distribution agreements turkey, because it prevents problems from being drafted into contracts in the first place.
Track compliance with meaningful indicators: the proportion of active contracts using approved templates, the number of new agreements passing through legal approval, completion rates for sales-team training, and the number of pricing or channel queries escalated for review. Risk-based monitoring, concentrating attention on high-turnover, high-visibility product lines and on markets where the TCA has recently acted, makes the programme sustainable.
Bring in specialist competition counsel when designing exclusivity or selective systems, drafting online policies, considering parity clauses, entering a new product category, or on receipt of any TCA notice. Schedule a formal programme review at least annually, and immediately whenever the TCA publishes new communiqués or significant Board decisions affecting vertical restraints.
Distribution agreements turkey now sit at the centre of Turkish antitrust enforcement, and the 2026 environment rewards businesses that treat contract drafting as a compliance discipline rather than an afterthought. Three immediate actions should be on every commercial and legal team’s list: first, audit and remediate existing distribution contracts to remove RPM, absolute territorial bans and broad parity clauses; second, rebuild online sales policies around objective, equally applied quality criteria that never prohibit the channel outright; and third, engage specialist counsel to review high-risk arrangements and to stand ready if the TCA makes contact. Getting these three things right transforms distribution agreements turkey from an enforcement liability into a durable commercial advantage.
This article was produced by Global Law Experts. For specialist advice on this topic, contact Efser Zeynep Ergun at ZESA Attorney Partnership, a member of the Global Law Experts network.
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