Exclusive Dealing
"Are exclusive dealing arrangements legal under Turkish competition law?"
Quick Answer
Exclusive dealing can be lawful under Turkish competition law, but it must be assessed under Law No. 4054 and the vertical block exemption regime. Where the relevant conditions (including market share thresholds and the absence of certain restrictive clauses) are met, a block exemption may apply; otherwise, an effects-based assessment is needed, especially if the arrangement risks foreclosing the market.
Competition Law Framework in Türkiye
Exclusive dealing is assessed primarily under Turkish competition law, notably Law No. 4054 on the Protection of Competition, together with the Turkish Competition Authority’s secondary legislation and guidance on vertical agreements. Even if an exclusivity clause is valid under contract law, it may still be restricted or voidable if it has anti-competitive effects under Law No. 4054.
Key Points to Remember
- Exclusivity clauses are reviewed under Law No. 4054 (anti-competitive agreements) and Turkish Competition Authority practice.
- Vertical block exemption rules may provide a safe harbor if conditions (including market share thresholds and absence of certain restrictions) are met.
- Even when block-exempt, exclusivity can still raise issues if it leads to market foreclosure or is combined with strong market power.
- Contract terms such as duration, scope (product/territory/customer), non-compete obligations, and online sales restrictions are key risk factors.
Business Implementation
Before using exclusivity in Türkiye, businesses should define the relevant product and geographic market, estimate the parties’ market shares, and review whether the clause includes high-risk restrictions (e.g., limits on passive sales, broad non-competes, or online sales limitations) that may fall outside safe harbors.
Foreign companies should also align the Turkish-law exclusivity wording with their global distribution model (EU/UK concepts often differ) and ensure the contract includes a competition-law compliance clause and a fallback mechanism (e.g., severability/adjustment) if the exclusivity is later challenged.
Need Expert Legal Guidance?
Our experienced attorneys can help you navigate exclusive dealing under Turkish law.
Schedule a Consultation