

Learn how exclusive distribution agreements are regulated in Turkey, including market-share thresholds, resale price maintenance, territorial restrictions, passive and online sales, non-compete clauses, termination, and legal protection for foreign companies
Exclusive distribution agreements are widely used by foreign manufacturers, exporters, technology companies, and international brands entering the Turkish market. Under this model, a supplier grants a Turkish distributor exclusive rights to sell specified products within a territory, customer group, sector, or distribution channel.
Exclusivity can encourage a distributor to invest in local marketing, warehousing, personnel, regulatory approvals, customer support, and after-sales services. However, it may also restrict competition, divide markets, limit online sales, or prevent customers from purchasing products from alternative sources.
For this reason, exclusive distribution agreements in Turkey must be reviewed not only under the Turkish Commercial Code and Turkish Code of Obligations but also under Law No. 4054 on the Protection of Competition, the Block Exemption Communiqué No. 2002/2 on Vertical Agreements, and the Turkish Competition Authority’s Vertical Agreements Guidelines.
As of 2026, Communiqué No. 2002/2, as amended by Communiqué No. 2021/4, continues to form the principal block-exemption framework for vertical agreements in Turkey. The Turkish Competition Authority’s 2025 Annual Report also refers to ongoing work relating to the vertical agreements regime during the 2025–2026 period, making current legal review particularly important.
An exclusive distribution agreement is a continuing commercial contract under which a supplier appoints one distributor, or a limited number of distributors, to market and resell products within an agreed territory or customer group.
A typical structure may give the distributor exclusive rights for:
The distributor generally purchases products from the supplier and resells them in its own name and for its own account. It normally bears inventory, resale, customer-credit, and local operating risks.
An exclusive distributor is legally different from a commercial agent. A commercial agent generally promotes or concludes transactions on behalf of the principal and earns commission, while a distributor usually earns the difference between its purchase and resale prices.
Yes. Exclusive distribution agreements are not automatically unlawful.
They may improve competition by:
However, exclusivity may become problematic where it is combined with restrictions that prevent distributors or customers from independently determining where, how, or at what price they buy and sell products.
The legality of an exclusive distribution arrangement depends on:
Article 4 of Law No. 4054 prohibits agreements, concerted practices, and decisions that have the object or effect of preventing, distorting, or restricting competition.
Exclusive distribution agreements are vertical agreements because they are concluded between businesses operating at different levels of the production or distribution chain.
A restriction within the contract may therefore be examined under Article 4 even where the parties regard it as commercially necessary.
Communiqué No. 2002/2 provides a block-exemption mechanism for certain vertical agreements where the applicable conditions are satisfied.
The Communiqué was amended by Communiqué No. 2021/4, which entered into force after publication in the Official Gazette on 5 November 2021.
An agreement that satisfies the block-exemption conditions may benefit from protection without requiring an individual exemption decision.
However, the presence of a severe restriction may remove the benefit of block exemption from the agreement.
One of the most important conditions is the applicable market-share threshold.
Under the amended vertical agreements regime, the supplier’s market share in the relevant market generally must not exceed 30% for the block exemption to apply. In agreements involving an exclusive supply obligation, the relevant market share of the buyer may also become important.
Foreign suppliers should not calculate market share solely by reference to their own sales. A legally sound analysis may require:
Even where the market-share threshold is exceeded, the agreement is not automatically unlawful. It loses the automatic protection of the block exemption and must be evaluated individually under the exemption conditions of Law No. 4054.
Certain contractual restrictions are treated as particularly serious. These restrictions may prevent an agreement from benefiting from block exemption even where the parties’ market shares are below the threshold.
The most important risks include:
Foreign companies should avoid copying distribution contracts used in other countries without conducting a Turkish competition-law review.
Generally, no.
A distributor must ordinarily remain free to determine the price at which it resells products. The supplier may generally communicate a recommended resale price or impose a genuine maximum resale price, provided that pressure, incentives, or practical enforcement do not convert it into a fixed or minimum price.
The Turkish Competition Authority treats direct and indirect interference with independent resale pricing as a serious competition-law concern.
Risky provisions and practices include:
The legal assessment is based on actual practice as well as contract wording. A clause described as “recommended” may still create liability if the supplier monitors and enforces it.
Potentially, yes.
A supplier may generally recommend prices or specify maximum prices where these do not operate as fixed or minimum prices in practice.
The supplier should avoid:
Written compliance policies and internal training are advisable for sales personnel communicating with distributors.
A supplier may appoint a distributor for a defined territory, such as Turkey, or for a more limited region.
However, exclusivity does not necessarily mean that every sale into the territory can be prohibited.
Turkish competition law distinguishes between:
This distinction is fundamental.
Active sales generally involve targeted efforts directed at customers in another distributor’s exclusive territory or customer group.
Examples may include:
Under certain conditions, restrictions on active sales into an exclusively allocated territory or customer group may be permissible.
The agreement should define active sales carefully and avoid language broader than legally necessary.
Passive sales generally arise where a distributor responds to unsolicited requests from individual customers.
Examples may include:
The Turkish Competition Authority’s guidelines and decisions treat restrictions on passive sales as especially problematic. Internet sales are generally regarded as passive sales unless the distributor specifically targets customers in another territory.
A clause preventing a Turkish distributor from responding to unsolicited orders from customers outside its territory may therefore jeopardise block-exemption protection.
Foreign suppliers sometimes promise a Turkish distributor “complete protection” from all outside sales.
This may include promises that:
Such provisions may amount to absolute territorial protection and create serious competition-law risk.
A supplier may be able to restrict certain active sales into an exclusive territory, but generally cannot guarantee complete isolation from passive sales and customer-initiated transactions.
Online sales are one of the most sensitive areas in modern distribution law.
As a general principle, authorised distributors should be able to use the internet to reach customers. Restrictions that directly or indirectly prevent effective online sales may be treated as severe restrictions.
The Turkish Competition Authority’s materials state that internet sales are generally passive sales and that provisions equivalent to banning online sales may remove block-exemption protection.
High-risk restrictions include:
Restrictions on sales through third-party marketplaces require a case-specific assessment.
A supplier may have legitimate interests relating to:
However, a marketplace restriction should be objectively justified, proportionate, non-discriminatory, and consistent with the nature of the products and distribution system.
A marketplace restriction is more likely to create competition concerns where it effectively prevents the distributor from making meaningful online sales.
The contract should distinguish between:
The agreement should state whether the foreign supplier retains the right to sell directly into Turkey.
Important categories include:
Without express provisions, disputes may arise over whether direct sales violate exclusivity.
The contract should clarify whether the distributor is entitled to:
These concepts should not be confused.
The supplier restricts the number of distributors appointed for a territory or customer group.
The distributor agrees to purchase all or a substantial portion of its requirements from one supplier.
An exclusive purchasing obligation may function as a non-compete obligation and can create foreclosure risks where it prevents competing suppliers from accessing distributors.
The scope, duration, and market position of the parties must be considered.
A non-compete clause may prevent the distributor from manufacturing, purchasing, selling, or promoting competing products.
Under the vertical agreements regime, a non-compete obligation of indefinite duration or a duration exceeding five years generally falls outside the block exemption, subject to specific legal exceptions and factual considerations.
Clauses that automatically renew beyond five years may also require careful review where the distributor cannot effectively renegotiate or terminate them.
The agreement should define:
A clause preventing the distributor from selling any potentially competing product in every market may be broader than necessary.
Post-termination restrictions receive stricter treatment.
A post-contractual non-compete may benefit from protection only under limited conditions, typically where it:
Confidentiality obligations protecting genuine trade secrets may continue for a longer period if properly drafted.
A broad nationwide prohibition on competition after termination may be unenforceable or fall outside the block exemption.
Exclusive distributors are often required to meet annual minimum purchase or sales targets.
These clauses are generally commercial mechanisms rather than automatic competition-law violations. However, they must be clear and objectively measurable.
The agreement should address:
Failure to meet targets may lead to:
The supplier should avoid using targets as a disguised mechanism for controlling resale prices or excluding competitors.
Exclusive distribution should be distinguished from selective distribution.
In a selective distribution system, the supplier appoints distributors that satisfy objective criteria and generally restricts sales to unauthorised distributors.
Selective distribution may be appropriate for:
The criteria should generally be:
Sales between authorised members of a selective distribution system should not be improperly restricted.
A Turkish exclusive distributor may demand contractual protection against parallel imports.
Parallel imports involve genuine products entering Turkey through channels not controlled by the appointed distributor.
Competition-law, trademark-law, customs, regulatory, and exhaustion-of-rights questions may arise.
A contractual promise to eliminate every parallel import may be risky or impossible to enforce. The foreign supplier should avoid imposing unlawful restrictions on independent resellers or customers merely to protect the distributor’s commercial margin.
Counterfeit goods, unauthorised modifications, regulatory non-compliance, and trademark infringement should be distinguished from lawful trade in genuine products.
The supplier and distributor naturally exchange commercial information. However, the exchange should remain necessary and proportionate to the distribution relationship.
Sensitive information may include:
Additional risks arise where the same supplier distributes products through multiple competing distributors and facilitates information exchange between them.
A supplier should not act as a hub enabling competing distributors to coordinate prices, customers, territories, or tenders.
Dual distribution occurs where a supplier sells products both:
This structure may place the supplier in competition with its own distributors at the retail or downstream level.
Necessary information exchange may still occur, but the parties should avoid sharing competitively sensitive information unrelated to the legitimate operation of the distribution system.
The agreement should regulate:
A most-favoured-nation clause may require the distributor to offer the supplier terms as favourable as those offered elsewhere, or prevent the distributor from selling more cheaply through another channel.
These clauses require careful analysis, particularly in digital markets.
Potential effects include:
The legal risk depends on market power, contractual scope, affected channels, and market effects.
A competition-law violation may expose the parties to:
The Turkish Competition Authority continues to examine vertical restraints, including resale price maintenance, online sales restrictions, and conduct affecting distributor independence. Recent decisions also show that merely structuring an arrangement as a vertical relationship does not guarantee block-exemption protection.
A competition-restricting provision may be legally ineffective or unenforceable. Whether the entire agreement is affected depends on:
A severability clause is helpful but cannot guarantee that the remaining contract will always remain enforceable.
Where an agreement does not benefit from block exemption, it may still qualify for individual exemption if the statutory conditions are satisfied.
The parties may need to demonstrate that the agreement:
This analysis should be supported by evidence, not only contractual statements.
Useful evidence may include:
A supplier with a dominant position may face additional scrutiny under Article 6 of Law No. 4054.
Exclusivity may create abuse concerns where it:
A contractual arrangement may satisfy ordinary vertical agreement rules but still create dominant-position concerns.
The agreement should clearly state whether it is:
Long-term exclusivity may provide investment certainty but can also increase foreclosure and dependency risks.
The agreement should establish:
Automatic renewal should not be used to circumvent duration restrictions applicable to non-compete obligations.
Termination is one of the most disputed areas.
The contract should regulate:
The supplier should not assume that a broad termination clause eliminates every claim.
Depending on the circumstances, the distributor may assert:
Although goodwill indemnity is expressly regulated for commercial agents under the Turkish Commercial Code, an exclusive distributor may, in appropriate circumstances, seek similar compensation by analogy.
The risk is greater where the distributor:
A foreign supplier should evaluate potential goodwill-indemnity exposure before termination, restructuring, direct market entry, or appointment of a replacement distributor.
The agreement should state what happens to remaining stock.
Possible solutions include:
The contract should also regulate:
Without a clear clause, inventory disputes may delay the market transition.
The distributor should receive only a limited, revocable right to use the supplier’s intellectual property.
The agreement should prohibit the distributor from registering in its own name:
The supplier should retain ownership and control of its brand assets.
Upon termination, the distributor should:
An exclusive distributor may also act as importer into Turkey.
The contract should allocate responsibility for:
Exclusivity does not transfer every regulatory obligation automatically. Mandatory Turkish law may impose duties on the manufacturer, importer, distributor, authorised representative, or other economic operator.
Exclusive distribution agreements often require the distributor to provide customer and sales data to the foreign supplier.
The contract should address:
A clause stating that “all customer data belongs to the supplier” does not by itself establish compliance with Turkish personal-data rules.
Foreign companies may select Turkish or foreign law, subject to applicable conflict-of-law and mandatory rules.
However, a foreign governing-law clause will not necessarily exclude Turkish competition law where the agreement produces effects in Turkey.
The dispute-resolution clause should specify:
Competition-law questions may still arise before Turkish authorities or courts regardless of the selected contractual forum.
Before signing an exclusive distribution agreement in Turkey, foreign companies should confirm:
As of 2026, exclusive distribution agreements remain lawful in principle, but they continue to face close scrutiny where they affect resale pricing, online sales, passive customer requests, market access, or distributor independence.
The main legal reference points remain:
The Turkish Competition Authority’s current materials and recent decisions confirm that the vertical agreements regime remains actively enforced and that block exemption cannot be assumed merely because an arrangement is described as exclusive distribution.
Foreign suppliers should review existing contracts whenever:
Yes. They are generally lawful where they comply with Turkish competition law and do not contain prohibited or disproportionate restrictions.
The supplier’s share of the relevant market generally must not exceed 30% under the amended vertical agreements regime. Market definition and calculation must be assessed carefully.
Generally no. Fixed or minimum resale price maintenance is a serious competition-law restriction. Genuine recommended or maximum prices may be permissible if they are not enforced as minimum prices.
Certain active sales into another exclusively allocated territory may potentially be restricted, but passive sales and unsolicited customer requests generally cannot be absolutely prohibited.
Generally no. A complete or effective ban on online sales may constitute a severe restriction and remove block-exemption protection.
Possibly, but only after a case-specific assessment. The restriction should be objectively justified, proportionate, and should not effectively prevent meaningful online sales.
The contract may contain a non-compete obligation, but its scope and duration must comply with competition-law requirements. Obligations exceeding five years generally require particular caution.
Yes, if the contract reserves that right. Direct sales, key accounts, online orders, and public tenders should be expressly regulated.
Potentially. Claims may include damages, insufficient-notice compensation, investment costs, unsold-stock losses, and goodwill indemnity depending on the facts.
No. Turkish competition law may apply where the agreement affects the Turkish market, regardless of the contractual governing-law clause.
An exclusive distribution agreement can help a foreign company enter and develop the Turkish market, but incorrectly drafted pricing, territorial, online sales, or non-compete provisions may create significant competition-law exposure.
Fırat Fesih Kaya Law Office advises foreign manufacturers, exporters, investors, suppliers, technology companies, and international brands on:
Lawyer Fırat Fesih Kaya provides legal support for establishing, reviewing, restructuring, and terminating distribution networks in Turkey.
Phone: +90 312 434 22 22
Mobile: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yıldırım Tower, No:148, 06520 Balgat, Çankaya, Ankara, Turkey
Disclaimer: This article provides general information and does not constitute legal advice. Competition-law assessment depends on market definition, market shares, contractual wording, commercial conduct, distribution structure, and the characteristics of the relevant products and market.