Let your network rules operate without generating competition fines.
Competition-law compliance in distribution and supply agreements: penalty-free design of resale-price, territory, and internet-sales restrictions.
A distribution agreement is a competition-law document
Every restriction in the manufacturer-distributor relationship — price, territory, customer, channel — is subject to the vertical-agreement rules of competition law. In Türkiye, the Competition Authority's vertical block-exemption framework and the EU's parallel regime determine what is permitted and what is prohibited. The cost of a breach is a turnover-based administrative fine, and the "the distributor signed the agreement too" defence does not work.
Red lines
Resale price maintenance
imposing fixed and minimum prices is a serious violation; a recommended price is possible only so long as it truly remains a recommendation.
Absolute territorial protection
prohibiting passive sales is, as a rule, a violation.
Internet ban
a categorical ban on online sales is not possible; quality-criteria-based steering can be designed.
Non-compete
duration limits and exemption conditions must be observed.
Compliance in practice
Exemption analysis of the contract set, training of the field teams (the sales managers' emails!), and drafting price-communication rules — because violations most often arise not in the contract but in the correspondence. Compliance built together with network design is cheaper than cleaning up afterwards.
The statutory frame
The Turkish anchor is the Competition Law (No 4054): Article 4 prohibits restrictive agreements, Article 5 opens the exemption route, and the vertical block exemption communiqué (2002/2) — with its market-share threshold — decides whether a network sails through or needs individual analysis. Fines are calculated on turnover, with a ceiling of up to ten percent of annual gross revenue. The EU mirror is the Vertical Block Exemption Regulation (2022/720); a network spanning both jurisdictions needs clauses that clear both filters at once. Recent enforcement attention has concentrated on resale-price interference and online-sales restrictions — precisely the areas where field practice drifts away from the signed contract.
From screening to field rules
We work in five steps. Screening: the contract set and what actually happens on the ground are read together, the second sampled from the sales team’s own correspondence. Exemption analysis: the restrictions are tested against Articles 4 and 5 of the Law on the Protection of Competition (No. 4054) and against the market-share threshold of the Block Exemption Communiqué on Vertical Agreements (2002/2); where the network touches the EU, the same test is run in parallel against the VBER ((EU) 2022/720). Revision: the risky provisions are replaced with alternatives that carry no penalty. Field training: the rules on communicating about price are written down and explained to sales managers in language they can actually use. Annual check: changes in the case law and in the communiqué are worked back into the set.
Who engages us, and what you receive
The compliance programme is commissioned by suppliers building dealer and franchise networks in Türkiye, importers running exclusive territories, and groups whose EU playbook needs a Turkish filter.
Deliverables: an exemption memo per agreement type, an individual-exemption file where the safe harbour is exceeded, documented training records that prove the programme ran, and an annual refresh tied to threshold and communiqué changes. The network's commercial design runs with the cross-border distribution architecture under the distributorship focus.
We are by your side for Vertical Agreements & Competition Compliance
We scan your network agreements and the actual practice (with a sample of the correspondence), replace risky provisions with penalty-free alternatives, and leave the sales team with a practical set of rules. In an investigation scenario, our competition team takes on the defence.
Other Applications of This Service
Compliance — our other specialised solutions in this area.
Matter Connections
The focus areas, practice areas, desks and legislation connected with this sub-service.
Our Matters in This Service
The anonymised examples of our work that relate to this service.
Uninterrupted legal counsel for a multinational supplier
Retainer-based support across day-to-day commercial operations, contract management and compliance processes.
Review the matter →ESG & ComplianceSupply chain due diligence (LkSG) compliance programme
Risk assessment and compliance architecture for a Turkish supplier network under the German LkSG.
Review the matter →Market AccessEstablishing a distribution network in Türkiye
Designing a market entry strategy, distributorship agreements and competition compliance.
Review the matter →The Team Delivering This Service
With our multilingual team of lawyers, well-versed in Turkish and German law, we are by your side.
Mehmet Köksal
Founder and Managing PartnerIstanbul · Berlin · KyreniaProfile →
Kübra Köksal-Yılmaz
PartnerBerlin · İstanbulProfile →
Gül Efem
Of CounselİstanbulProfile →
Sven Köksal
Legal EngineerBerlin · İstanbulProfile →
Gökçe Yıldırım
Of CounselİstanbulProfile →You cannot impose a minimum price; however, legitimate tools such as recommended prices, marketing-support criteria and selective-distribution quality requirements can be designed. The wording of the tool is decisive.
A categorical ban is risky; restrictions based on quality criteria can be defended under certain conditions. A brand-image justification must be documented with concrete criteria.
Yes — exemption frameworks get updated, and old clauses can be left unprotected. A periodic compliance scan should be routine for every company that owns a network.
Vertical Agreements & Competition Compliance — get the right legal support.
Let us identify the right solution together, drawing on our experience in Türkiye and the DACH region.