Exclusive Distribution and Territorial Restrictions in Turkey: Competition Law Compliance Guide (2026 Updated Guide)

Learn how exclusive distribution agreements and territorial restrictions are assessed under Turkish competition law, including active and passive sales, online sales, resale pricing, non-compete clauses and compliance risks.

Exclusive distribution is widely used by foreign manufacturers, international brands and Turkish distributors to organize sales networks, protect investments and allocate commercial responsibility. However, exclusivity does not give the parties unlimited freedom to divide territories, restrict customers or prevent cross-border and online sales. An agreement that appears commercially reasonable may create significant competition-law exposure if it contains prohibited territorial restrictions, resale-price controls, excessive non-compete obligations or measures designed to eliminate passive sales. Foreign companies entering or expanding in the Turkish market should therefore structure distribution arrangements by examining not only the exclusivity clause itself but also how the agreement operates in practice.

What Is an Exclusive Distribution Agreement?

Under a typical exclusive distribution arrangement, a supplier grants one distributor exclusive responsibility for selling specified products within a defined territory or to a particular customer group. In return, the distributor may undertake marketing, inventory, after-sales services, regulatory compliance or minimum-purchase obligations.

Exclusivity itself is not automatically unlawful. The competition-law analysis depends on the parties’ market position and the restrictions contained in the agreement.

Why Does Turkish Competition Law Matter?

Distribution agreements between independent undertakings can restrict competition if they limit where, to whom or under what conditions products may be sold. Turkish competition law therefore requires businesses to examine vertical agreements carefully.

A clause that is commercially desirable does not automatically become competition-law compliant merely because both parties voluntarily accepted it.

Exclusive Distribution Is Not the Same as Absolute Territorial Protection

This distinction is critical. A supplier may seek to allocate a territory to a distributor, but giving that distributor complete insulation from every form of outside competition can create serious problems.

The agreement must distinguish legitimate exclusivity from restrictions that unlawfully prevent sales into the territory.

Active Sales and Passive Sales Must Be Distinguished

Territorial restrictions frequently turn on the distinction between active and passive selling.

Active sales generally involve deliberately targeting customers or territories, while passive sales generally involve responding to unsolicited customer demand.

A foreign supplier should not simply write that “all sales outside the allocated territory are prohibited.” The restriction must be analyzed more precisely.

What Are Active Sales?

Active selling can include targeted approaches to customers, territory-specific advertising, direct solicitation or other deliberate efforts aimed at customers allocated elsewhere.

Depending on the distribution structure and applicable competition rules, certain active-sales restrictions may be permissible.

What Are Passive Sales?

Passive sales typically arise when a customer approaches the distributor without having been individually targeted.

Attempts to prevent legitimate unsolicited sales can create substantial competition-law concerns.

Absolute Territorial Restrictions Are High Risk

A contract stating that a Turkish distributor may never sell outside its territory—or that distributors in other territories may never respond to Turkish customers—should receive immediate legal review.

The commercial objective of territorial organization should not be implemented through blanket market partitioning.

Foreign Manufacturers Must Review Their Global Templates

International companies frequently use one distribution template worldwide. This can create problems when clauses drafted for another jurisdiction are inserted unchanged into Turkish agreements.

Territorial restrictions, online-sales provisions, non-compete clauses and resale-price rules should be reviewed specifically for Turkish competition law.

Customer Restrictions Can Also Create Exposure

The same issue arises when distributors are allocated specific customer groups.

For example, a manufacturer may differentiate between industrial customers, retail customers, public institutions or other channels. Restrictions concerning sales between those groups must be analyzed under the applicable vertical-restraint framework.

Online Sales Require Particular Attention

A distributor’s ability to sell online has become central to competition-law compliance. A supplier should be cautious about contractual provisions that effectively prevent a distributor from using the internet as a sales channel.

The legal analysis should focus on the actual effect of the restriction rather than its label.

Can the Supplier Ban All Internet Sales?

A blanket prohibition on online sales can create significant competition-law risk. Companies should instead identify the legitimate commercial concern they are trying to address and determine whether a narrower compliant mechanism can achieve that objective.

Marketplace Restrictions Need Separate Analysis

Restrictions concerning third-party online marketplaces should not automatically be treated as identical to a complete internet-sales prohibition.

The relevant distribution model, product characteristics, brand-protection rationale and competitive effects should be examined carefully.

Online Advertising Restrictions Can Be Problematic

A supplier may attempt to protect territorial exclusivity by restricting search advertising, digital campaigns or other forms of online promotion.

Such restrictions should be analyzed according to whether they regulate targeted active selling or effectively prevent legitimate passive sales and online market access.

Resale Price Maintenance Is a Major Risk

Territorial exclusivity should not be combined casually with fixed or minimum resale prices.

A supplier may have a legitimate interest in recommending prices or conducting promotions, but contractual or practical pressure that removes the distributor’s ability to determine its resale price can create serious competition-law exposure.

Recommended Prices Must Be Genuine Recommendations

Calling a price “recommended” does not solve the problem if distributors are punished for selling below it.

Emails, rebate policies, threats to terminate supply and monitoring practices can be examined alongside the written agreement.

Maximum Prices Require Careful Implementation

Even where a maximum or recommended pricing mechanism is contemplated, businesses should ensure that it does not operate in practice as a fixed or minimum resale price.

Actual commercial behavior matters.

Minimum Advertised Price Policies Need Review

Policies restricting advertised prices can affect the distributor’s commercial freedom and should not be introduced without assessing their practical effects under Turkish competition rules.

Non-Compete Clauses Are Common but Not Unlimited

Exclusive distributors are frequently required not to sell competing products. Such provisions can protect investments and commercial strategy, but their duration and scope matter.

The parties should examine the applicable vertical-agreement conditions rather than assuming that any non-compete obligation is valid because the distributor accepted it.

Indefinite Non-Compete Obligations Are Particularly Sensitive

Long or indefinite restrictions can foreclose competitors from important distribution channels.

The duration, renewal mechanism and economic effect should therefore be reviewed carefully.

Post-Termination Non-Compete Clauses Require Separate Analysis

A supplier may wish to prevent the former distributor from competing after termination. Post-contract restrictions are generally more sensitive than obligations operating during the distribution relationship.

Their duration, territory, subject matter and necessity should be evaluated individually.

Market Shares Can Affect the Legal Assessment

Whether a vertical agreement benefits from a block-exemption framework can depend on market-share thresholds and other conditions.

Foreign companies should therefore avoid treating competition compliance as a contract-drafting exercise alone.

Define the Relevant Market Properly

The market-share analysis requires identifying the relevant product and geographic market.

A company may consider itself small globally while holding a significant position in a narrower Turkish product market.

Market Position Can Change Over Time

An agreement that was lower risk when signed may require reassessment as sales increase or the market consolidates.

Competition-law compliance should therefore be reviewed periodically rather than only when the contract is first negotiated.

Selective and Exclusive Distribution Are Different Models

Exclusive distribution generally focuses on allocation of territories or customers, whereas selective distribution involves selection of distributors according to defined criteria.

Companies should identify which system they are actually operating because different restrictions may require different analysis.

Mixing Distribution Models Requires Care

A multinational supplier may use exclusive distribution in one part of its network and selective distribution elsewhere.

Interactions between those systems can create complicated active-sales, passive-sales and customer restrictions.

Parallel Trade Should Not Be Ignored

Foreign manufacturers sometimes attempt to stop all parallel movement of products between territories.

Measures designed to prevent genuine cross-border or unsolicited sales should be reviewed carefully for competition-law implications.

Warranty Policies Can Become Indirect Territorial Restrictions

A manufacturer should be cautious about refusing warranty service merely because a product was purchased from another authorized distributor.

If warranty rules are used primarily to discourage cross-territorial sales, competition concerns may arise.

Rebates Can Also Restrict Competition

Distributor rebates based on exclusivity, purchasing targets or market behavior should be assessed according to their economic effect.

A rebate mechanism should not be used indirectly to accomplish a restriction that would be problematic if written expressly into the agreement.

Minimum Purchase Obligations Need Commercial Justification

Exclusive distributors commonly agree to minimum annual purchases. Such obligations are not automatically problematic, but they can interact with non-compete requirements and market foreclosure.

The overall structure should therefore be reviewed.

Termination Clauses Can Create Evidence of Pressure

A supplier may technically allow independent pricing or passive sales while threatening termination whenever the distributor exercises those rights.

Competition authorities can examine actual implementation, not merely contractual wording.

Emails and Messaging Records Matter

Commercial teams should understand that internal emails, distributor communications and messaging records can reveal how territorial and pricing policies actually operate.

Competition-law compliance must therefore extend beyond the legal department.

Distributor Complaints Can Trigger Investigations

Competition issues often become visible when a distributor complains that another distributor entered its territory, sold online or offered lower prices.

The supplier’s response to such complaints should be legally reviewed before commercial pressure is applied.

Do Not Promise Absolute Territorial Protection

Sales teams should avoid telling a distributor that no other distributor will ever be permitted to make any sale into its territory.

Commercial assurances should reflect the legal limits of the distribution structure.

Competition-Sensitive Clauses Should Be Separated

A well-drafted agreement should address territory, customer groups, online sales, pricing, non-compete obligations, purchasing targets and termination separately.

Combining them into a broad clause giving the supplier unlimited control over the distributor’s commercial behavior increases uncertainty and risk.

Foreign Parent Companies Can Also Face Exposure

A distribution policy may be designed outside Turkey but implemented by the Turkish subsidiary or distributor network.

The corporate group should therefore review who created, approved and enforced the disputed policy.

Compliance Training Is Important

Employees responsible for distributor management should understand the difference between protecting an exclusive territory and creating absolute territorial protection.

They should also understand the risks associated with resale-price pressure and restrictions on unsolicited sales.

Review Existing Agreements, Not Only New Ones

Foreign manufacturers should audit current Turkish distribution agreements for outdated provisions.

Particular attention should be given to contracts that automatically renew year after year.

Amend High-Risk Clauses Before a Dispute Arises

If a contract contains overly broad restrictions, the parties should consider appropriate amendments rather than waiting for a distributor dispute or competition investigation.

Written amendments should also be reflected in actual commercial practice.

What If the Competition Authority Opens an Investigation?

The company should immediately preserve relevant agreements, correspondence, pricing policies, distributor communications and internal decision-making records.

Employees should not delete or alter potentially relevant documents.

Internal Investigation May Be Necessary

Before responding substantively, determine how the distribution system actually operated.

The written contract may say one thing while sales personnel implemented a different policy.

Competition Compliance and Contract Enforcement Are Connected

A supplier considering termination because a distributor sold outside its territory should first determine whether the conduct was legally restrictable.

Enforcing a problematic clause can create greater exposure than the underlying commercial dispute.

Distributor Damages and Contract Claims May Also Arise

Competition-law issues can interact with private contractual disputes. A distributor may challenge termination, damages, withheld rebates or other measures based on allegedly unlawful restrictions.

The supplier should therefore assess public-law and contractual exposure together.

2026 Compliance Strategy for Foreign Manufacturers

Foreign manufacturers operating distribution networks in Turkey should maintain a current competition-law compliance file covering territorial allocation, customer restrictions, online sales, resale pricing, non-compete obligations, rebates and distributor termination procedures.

Lawyer Fırat Fesih Kaya recommends that international suppliers review not only the wording of their distribution agreements but also the instructions given by sales teams and the actual enforcement of territorial policies. A formally compliant contract can still create risk if commercial practice imposes restrictions that the written agreement does not disclose.

Immediate Compliance Checklist

A foreign supplier should identify its distribution model, define the relevant territory and customer groups, distinguish active from passive sales, review online restrictions, remove absolute territorial protections, examine resale-price practices, assess non-compete duration, calculate relevant market shares, review rebates and minimum purchases, train commercial personnel and ensure that distributor complaints are handled through a competition-compliant process.

Frequently Asked Questions

Is exclusive distribution legal in Turkey?

It can be. Exclusivity itself is not automatically prohibited, but the specific restrictions and market circumstances must comply with Turkish competition law.

Can a Turkish distributor receive an exclusive territory?

Potentially, but exclusivity should not automatically be converted into absolute protection against every sale into that territory.

Can passive sales be prohibited?

Restrictions on passive sales can create significant competition-law concerns. The precise distribution system and applicable rules should be analyzed.

Can a manufacturer stop a distributor from actively targeting another exclusive territory?

Certain active-sales restrictions may potentially be permissible depending on the distribution structure and applicable conditions.

Can online sales be completely prohibited?

A blanket internet-sales prohibition can create substantial competition-law risk and should be reviewed carefully.

Can the supplier determine the distributor’s resale price?

Fixed or minimum resale-price controls can create serious competition-law exposure. Genuine recommended or maximum pricing arrangements require careful implementation.

Can the distributor be prohibited from selling competing brands?

Non-compete obligations may be possible within applicable limits, but their duration, scope and market effects must be reviewed.

Does a foreign manufacturer’s global distribution contract automatically comply in Turkey?

No. International templates should be reviewed specifically under Turkish competition law before implementation.

Can emails create competition-law evidence?

Yes. Communications concerning prices, territorial complaints, online sales or distributor pressure can become important evidence of how the agreement operates in practice.

What should a foreign manufacturer review first?

The company should examine whether its distribution system gives a distributor legitimate exclusivity or effectively creates absolute territorial protection. Active and passive sales, online sales, resale pricing and non-compete provisions should then be reviewed together rather than as isolated contractual clauses.

Client-Focused Legal Support for Distribution and Competition Law Compliance

Exclusive distribution arrangements can create significant legal exposure involving territorial restrictions, active and passive sales, online distribution, resale pricing, non-compete clauses, distributor termination and competition investigations. Fırat Fesih Kaya Law Office assists foreign manufacturers, international brands, investors and companies establishing or restructuring distribution networks in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance in drafting and reviewing exclusive distribution agreements, restructuring high-risk territorial restrictions, assessing online-sales and pricing policies, handling distributor disputes and developing competition-law compliance strategies.

Phone: +90 312 434 22 22

Mobile / WhatsApp: +90 532 769 22 22

Email: info@firatfesihkaya.av.tr

Address: Mevlana Boulevard No:221, Yıldırım Tower, Office No:148, 06520 Balgat, Çankaya, Ankara, Turkey