Reseller Agreement in Turkey: Template, Key Clauses and Local Law (2026)

A reseller agreement in Turkey lets one party buy a supplier's products or services and resell them in its own name and for its own account, usually in a defined territory. In Turkish practice this is a distributorship (tek saticilik) where it is exclusive. Turkey has no dedicated reseller or distributorship statute, so the relationship is governed by general contract law and by agency rules applied by analogy, with important consequences on termination. This guide explains the Turkish legal framework, the clauses a reseller agreement should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a reseller agreement in Turkey? There is no single reseller law. The framework is: - The Turkish Code of Obligations No. 6098 (TBK) for formation, interpretation and performance under freedom of contract, with Article 27 invalidating terms that breach mandatory law or public order.

• The Turkish Commercial Code No. 6102 (TTK) for the commercial relationship. Article 122 sets portfolio compensation (equalisation payment) for commercial agents and, by its own terms, extends to exclusive distributorships and similar long-term monopoly arrangements where the result would not be inequitable.
• Agency rules applied by analogy. Because the Code does not otherwise regulate distributorships, the Court of Cassation (Yargitay) applies the protective agency provisions by analogy where a reseller in substance builds the supplier's customer base.
• Competition law. The Law on the Protection of Competition No. 4054 and the Competition Authority's block exemption for vertical agreements govern territory, pricing and exclusivity limits; resale price maintenance is treated strictly. ## Is a reseller agreement enforceable in Turkey? Yes, as an atypical commercial contract. Two points stand out: - Portfolio compensation can arise on termination. An exclusive distributor who has built a customer base from which the supplier keeps benefiting may claim an equalisation payment under Article 122 of the Commercial Code, applied by analogy, if the entitlement conditions are met. This cannot be casually waived in advance.
• Notice periods are read fairly. Courts treat around 90 days as reasonable notice for termination without cause, and longer (around six months) for agreements that have run for more than five years. ## Key clauses in a Turkish reseller agreement ### Appointment, territory and exclusivity State the products, the territory, and whether the appointment is exclusive, sole or non-exclusive, keeping within competition law limits. ### Pricing and resale terms Set supply prices and payment terms. Avoid fixing the reseller's resale price, which raises resale price maintenance risk under competition law. ### Orders, supply and stock State how orders are placed and accepted, delivery terms, and any minimum purchase targets. ### Trademarks and marketing Licence the supplier's marks for resale only, and set marketing and brand rules. ### Term, termination and notice Set the term, renewal, termination for cause and for convenience, and a fair notice period. ### Post-termination and portfolio compensation Address stock buy-back, run-off of pending orders, and the treatment of any portfolio compensation claim under Article 122. ### Liability and indemnities Cap liability and carve out items that should not be capped, within Article 27 limits. ### Governing law and disputes Choose Turkish law and a forum. ## Template skeleton ```

1. Parties and definitions
2. Appointment, territory and exclusivity
3. Products and supply terms
4. Orders, delivery and stock
5. Pricing and payment
6. Trademarks and marketing
7. Obligations of the reseller and the supplier
8. Confidentiality
9. Term, termination and notice
10. Post-termination, stock and portfolio compensation
11. Liability and indemnities
12. Governing law (Turkey) and dispute resolution
13. Signatures

- **Agency rules apply by analogy.** The protective agency provisions can be read into a distributorship, so one-sided drafting may not survive.
- **Competition law shapes territory and price.** Keep exclusivity and any resale pricing within the Law No. 4054 framework and the vertical block exemption.
- **Notice must be reasonable.** Short or no-notice termination of a long relationship invites a damages claim. ## Common mistakes to avoid - Assuming a contractual waiver removes all portfolio compensation exposure.
- Fixing the reseller's resale price and triggering a competition law problem.
- Giving little or no notice to terminate a long-running distributorship.
- Treating the reseller as a pure buyer and ignoring the agency analogy the courts apply. ## From the contract to the channel you actually run Signing the reseller agreement is one moment; managing the channel is the rest of the year. Someone has to track territory and exclusivity terms, watch renewal and notice dates, and know the portfolio compensation exposure before deciding to terminate. Across many reseller and distributor contracts, that work is easy to lose. An AI contract workspace keeps each reseller agreement, its clause structure and its key dates in one place, so you can draft from a template, see where terms are one-sided, edit in plain language and get a reminder before a deadline. If you want to see drafting, review, tracking and governance in a single workspace, [Adira](https://adiralaw.com) is built around that idea. Deep Turkey-specific jurisdiction coverage is on Adira's roadmap today; India is deepest now. ## FAQ