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independent merchant
1
. The supplier may allocate an exclusive territory
or an exclusive customer group to a distributor. In such a situation,
the supplier loses the right to lawfully appoint another distributor in
relation to the distributor’s exclusive territory or exclusive customer
group.
Legislation Applicable to Distributor Relationships
The general principles of contract law under the Turkish Code of
Obligations No. 6098 (“TCO”) shall in principle be applicable to a dis-
tribution relationship. Turkish legislation does not provide any provi-
sion dealing specifically with distribution contracts. Before Turkish
Commercial Code No. 6102 (“TCC”) entered into force in July 2012,
according to the Turkish legal doctrine and the well-established Court
of Cassation’s decisions, certain provisions of the previous Turkish
Commercial Code (“PTCC”) for agency contracts had applied to dis-
tribution contracts by way of analogy to the extent appropriate. We
believe this application by way of analogy continues during the term of
the TCC.
Taking into consideration the special conditions of each different
case, the density of the relationship between the principal and the dis-
tributor shall be examined. The more integrated the distributor is into
the principal’s system; the easier the provisions of the agency contract
can be applied. Also, the
ratio legis
of the provisions related to agency
contracts shall be reviewed to determine whether they also serve to
assure the balance of interests of both parties to the distribution con-
tract. The provisions of the TCC related to agency contracts are less
detailed compared to the provisions in German and Swiss laws.
Legally Required Form for a Distribution Contract
As per the general rule under the TCO, the validity of contracts is
not subject to any legal form, except where a specific form is held
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NEWSLETTER 2012
1
İŞGÜZAR, Hasan
, Tek Satıcılık Sözleşmesi, Ankara 1989, s. 14;
TANDOĞAN, Haluk,
Tek
Satıcılık Sözleşmesi, Banka ve Ticaret Hukuku Dergisi, Aralık 1982, c. XI, sa. 4, s.1;
ERDEM,
Ercüment
, Tek Satıcılık Sözleşmesinde Denkleştirme Talebi (Müşteri Tazminatı), Ünal
Tekinalp’e Armağan, c. I, İstanbul 2003, s. 93 vd.;
İNAN, Nurkut
, Tek Satıcılık Sözleşmesi ve
Üçüncü Kişiler, Banka ve Ticaret Hukuku Dergisi, Aralık 1993, c. XVII, sa. 2, s. 57.