Introduction
Online sales restrictions have become one of the most important issues under Turkish Competition Law. As e-commerce, online marketplaces, search advertising, platform sales and direct-to-consumer websites have grown rapidly in Turkey, suppliers have increasingly tried to control how their distributors, dealers, franchisees and authorized resellers sell products online. These restrictions may be motivated by legitimate commercial concerns such as brand image, product quality, counterfeit prevention, customer service, warranty control or after-sales support. However, they may also restrict competition, reduce consumer choice, limit price rivalry and protect traditional distribution channels from online competition.
The main legal framework is Law No. 4054 on the Protection of Competition, Block Exemption Communiqué No. 2002/2 on Vertical Agreements, and the Guidelines on Vertical Agreements issued by the Turkish Competition Authority. Article 4 of Law No. 4054 prohibits agreements, concerted practices and decisions of associations of undertakings that have as their object, effect or likely effect the prevention, distortion or restriction of competition in a market for goods or services. The law also provides that conduct prohibited under Articles 4, 6 and 7 may lead to administrative fines of up to 10% of annual gross revenues.
The key principle in Turkish practice is that internet sales are generally treated as passive sales. This means that a reseller’s own website, customer-initiated online orders, and similar online channels are usually protected from broad supplier restrictions. A supplier may impose objective quality standards for online sales, but it should not directly or indirectly prevent resellers from selling online.
1. Why Online Sales Restrictions Matter in Turkey
Online sales are no longer a secondary channel. Consumers in Turkey regularly compare prices, read reviews, purchase through marketplaces, visit brand websites, use price comparison tools and interact with sellers through social media, search engines and digital advertisements. For many sectors, online sales are essential for competition.
Suppliers may prefer traditional dealer networks because they allow closer control over service quality, product presentation and customer experience. Dealers operating physical stores may also complain that online sellers discount aggressively, free-ride on offline promotion or damage brand positioning. These concerns can be commercially understandable. However, Turkish competition law does not allow suppliers to eliminate online sales simply to protect offline channels or maintain higher resale prices.
The Turkish Competition Authority has treated online sales and marketplace restrictions as an active enforcement area. The Authority’s published decisions and reports show that restrictions on resellers’ online or marketplace sales, as well as restrictions preventing resellers from advertising or using digital channels, are closely examined in vertical agreement investigations.
2. Legal Basis: Article 4 of Law No. 4054
Article 4 of Law No. 4054 is the starting point. It prohibits agreements and concerted practices between undertakings, as well as decisions and practices of associations of undertakings, that directly or indirectly restrict competition. This includes fixing prices, allocating markets, controlling supply, restricting competitors’ activities and imposing discriminatory or tying-related terms.
Online sales restrictions may fall under Article 4 where a supplier prevents dealers from selling through their own websites, blocks marketplace sales without objective justification, restricts online advertising, prevents sales to customers from another territory, redirects customers to another dealer, or imposes approval systems that effectively prevent online commerce.
The legal issue is not limited to written contract clauses. The Turkish Competition Authority may examine actual conduct, emails, dealer circulars, marketplace policies, online advertising rules, approval procedures, sales team messages, penalty systems and commercial pressure. A contract may be formally compliant, but if the supplier’s actual conduct prevents online sales, Article 4 risk may still arise.
3. Internet Sales as Passive Sales
The most important concept is the distinction between active sales and passive sales. Active sales involve targeted efforts toward a specific exclusive territory or customer group. Passive sales involve responding to unsolicited customer demand.
The Turkish Vertical Guidelines and Competition Board practice generally consider online sales to be passive sales. In the BSH decision, the Board stated that internet sales or sales through similar means are generally passive sales, and that each reseller should, in principle, have the right to make sales over the internet. The decision also identifies restriction of a reseller’s own website as a passive sales restriction.
This principle has a strong practical effect. A supplier cannot generally prevent a dealer from operating its own website, accepting online orders, responding to online customer inquiries or selling to customers who independently contact the dealer. If a customer from another region finds the dealer’s website and places an order, this is normally passive sales.
4. Active Online Sales May Still Be Restricted in Limited Cases
Not all online activity is passive. Some online conduct may be treated as active sales if it specifically targets another exclusive territory or customer group. For example, a dealer may purchase search engine advertisements targeted specifically at customers in another dealer’s exclusive region. A dealer may run geographically targeted digital campaigns aimed at customers assigned to another distributor.
The L’Oréal decision explains that paid search engine or internet advertisements aimed at a customer group in a certain region may be considered active sales to that region. This is important because a supplier may have more room to restrict active sales into a genuinely exclusive territory or customer group, provided that the restriction is lawful and proportionate.
Therefore, the correct legal approach is not to ban online sales altogether. Instead, suppliers should distinguish between general online sales, which are usually passive, and targeted online campaigns directed at protected territories or customer groups, which may be active.
5. Restrictions That Usually Remove Block Exemption Protection
Certain restrictions are particularly risky because they are treated as equivalent to preventing passive sales. The BSH decision lists several examples: restricting access to a distributor’s website for customers located in another exclusive territory, redirecting those customers to another website, terminating online transactions based on the customer’s location, limiting the ratio of internet sales to total sales, and charging a higher wholesale price for products resold online than for products sold through physical outlets.
These restrictions are dangerous because they do not merely regulate the quality of online sales; they prevent or discourage online sales. They may remove the agreement from the protection of the block exemption under Communiqué No. 2002/2.
A supplier should therefore avoid clauses such as:
“The dealer may not sell online outside its territory.”
“Customers from other regions must be redirected to the local dealer.”
“Internet sales may not exceed 10% of total sales.”
“Products sold online will be supplied at a higher wholesale price.”
“The dealer must terminate online orders from customers outside its region.”
Such clauses may be viewed as restrictions on passive sales and may create serious competition law exposure.
6. Block Exemption and the 30% Market Share Threshold
Communiqué No. 2002/2 provides a block exemption framework for vertical agreements. After the relevant amendments, the supplier’s market share in the relevant market for the contract goods or services generally must not exceed 30% for the agreement to benefit from block exemption. The agreement must also avoid hardcore restrictions, including restrictions that prevent the buyer from freely determining resale prices or restrictions on passive sales.
The BSH decision also confirms that agreements between suppliers and resellers may benefit from block exemption where the supplier’s market share does not exceed 30% and the agreement does not include restrictions listed under Article 4 of Communiqué No. 2002/2.
This means online sales restrictions must be assessed in two steps. First, the parties must examine whether the supplier’s market share is within the threshold. Second, they must examine whether the agreement contains hardcore restrictions. Even if the market share threshold is satisfied, a broad online sales ban may still remove the agreement from block exemption.
7. Quality Standards for Online Sales
Turkish competition law does not prevent suppliers from imposing quality standards on online sales. A supplier may require that online sellers protect brand image, provide accurate product information, display official visuals, offer proper customer service, maintain secure payment systems, explain warranty terms, comply with delivery standards and handle returns professionally.
The key issue is whether the quality standard is objective, concrete, reasonable and proportionate. The BSH decision recognizes that suppliers may introduce quality standards concerning the use of the internet as a sales channel, but the condition must not seek to foreclose online-only sellers or restrict their sales. The decision also explains that online standards should serve legitimate goals such as improving distribution quality, brand image or efficiency.
The L’Oréal decision applies the same logic. It states that conditions imposed on online sales may not directly or indirectly aim to prevent online sales by the distributor; their justification must be objectively concrete, reasonable and acceptable in terms of distribution quality, brand image or efficiency.
8. The Equivalence Principle
A central rule in online sales analysis is the equivalence principle. This principle means that online sales standards do not need to be exactly identical to offline standards, but they should be comparable, serve the same objective and should not discourage the use of the internet.
For example, a supplier may require physical stores to have trained personnel and may require websites to provide live customer support or detailed product explanations. These standards are not identical, but they may be equivalent if they serve the same goal of informed customer choice.
However, if online standards are much more burdensome than offline standards, or if they are designed to make online sales impractical, the restriction may be considered severe. The BSH decision emphasizes that criteria for internet sales should not directly or indirectly result in the prevention of internet sales.
9. Restrictions on Dealers’ Own Websites
The most serious online sales restriction is a ban on sales through the dealer’s own website. Turkish practice treats such restrictions very strictly because a dealer’s own website is one of the clearest forms of passive online sales.
The BSH decision states that preventing distributors, dealers or buyers from selling on their own websites is a type of passive sales restriction. It further concludes that an overall prohibition on internet sales by authorized dealers is contrary to Article 4 of Law No. 4054, takes the agreement outside the scope of the block exemption, and is unlikely to satisfy individual exemption requirements in light of previous Board practice.
A supplier may require quality standards for the dealer’s website, but it should not make website sales subject to broad discretionary approval. In BSH, a contractual provision requiring MediaMarkt to obtain BSH’s consent for internet sales was found to violate Article 4 and not benefit from block exemption.
10. Marketplace Restrictions
Marketplace restrictions are more complex. Suppliers may have legitimate concerns about third-party platforms: counterfeit products, poor customer service, lack of warranty information, unauthorized resellers, brand dilution, misleading presentation or uncontrolled product images. However, a general marketplace ban may still create competition law risk.
The L’Oréal decision states that a supplier may require a buyer to sell only through platforms or marketplaces that meet certain standards and conditions, but the restriction should not aim to prevent the distributor’s online sales or price competition. It also states that a general prohibition of platform sales without objective and uniform conditions and justification aligned with product characteristics may be assessed as a violation.
A safer approach is to create objective marketplace criteria. For example, the supplier may require that the marketplace store identify the authorized seller, provide official product information, protect trademarks, display warranty terms, prevent counterfeit risk, provide customer service and comply with delivery standards. These criteria must be applied uniformly and must not be used to exclude price-competitive dealers.
11. Selective Distribution and Online Sales
Selective distribution systems are frequently used for luxury goods, cosmetics, electronics, medical devices and technical products. In such systems, suppliers sell only to authorized distributors selected on the basis of defined criteria, and authorized distributors agree not to sell to unauthorized resellers.
Online sales restrictions in selective distribution are particularly sensitive. In selective distribution, members operating at the retail level generally may not be prohibited from making active or passive sales to end users. The L’Oréal decision states that members of a selective distribution system may engage in active or passive sales to end users in any region, including through internet channels; preventing resellers from making online sales can remove the practice from block exemption.
This does not prevent the supplier from imposing online quality standards. However, those standards must be objective and proportionate. A selective distribution system should protect quality and brand image, not eliminate internet sales.
12. Online Advertising Restrictions
Online advertising restrictions are another emerging risk. A supplier may try to prevent dealers from using Google Ads, search engine keywords, comparison websites, sponsored marketplace placements, social media ads or paid digital campaigns. These restrictions may affect online visibility and therefore online sales.
The L’Oréal decision is important because it examined online advertising approval practices. The Board considered that a one-year delay in arranging advertisement approvals was more than what was needed and restricted the reseller’s online sales in the selective distribution system. The decision also emphasized that online sales terms must be objective.
Suppliers should therefore avoid broad bans or discretionary approval systems for online advertising. They may regulate trademark use, misleading advertising, unauthorized claims, product safety statements and brand presentation, but they should not prevent dealers from advertising online without objective justification.
13. Price Comparison Websites and Online Visibility
Restrictions on price comparison websites can also raise competition concerns. Price comparison tools help consumers identify lower prices and compare sellers. Suppliers may dislike these tools because they increase price transparency and put pressure on dealer margins. However, Turkish competition law generally protects price competition.
A restriction preventing resellers from using price comparison websites may reduce online price competition and limit consumer choice. Such restrictions should be reviewed carefully, especially if the supplier also monitors online prices or pressures dealers not to discount.
If a supplier has legitimate concerns about inaccurate information or unauthorized sellers, it should address those concerns with objective quality rules rather than banning price comparison tools altogether.
14. Online Sales Restrictions and Resale Price Maintenance
Online sales restrictions often appear together with resale price maintenance. A supplier may restrict online sales because online sellers offer lower prices. It may also monitor online prices and warn dealers to increase them. These practices can create separate but connected competition law risks.
Under Turkish vertical agreement rules, fixed or minimum resale prices are prohibited. Recommended prices may be used only if they remain genuinely non-binding. A supplier should not use online sales policies, marketplace rules or advertising approvals as tools to enforce minimum prices.
For example, if a supplier removes a dealer from marketplace sales because the dealer offers discounts, the conduct may be assessed not only as an online sales restriction but also as resale price maintenance. If internal communications show that the real goal is to prevent discounting, legal risk increases significantly.
15. Online-Only Sellers and “Pure Players”
Suppliers sometimes argue that online-only sellers should be excluded because they do not provide pre-sales services, showrooms or after-sales support. Turkish practice does not reject all quality requirements, but it is cautious about excluding online-only players without objective justification.
The BSH decision explains that suppliers may impose obligations such as requiring at least one physical outlet in selective distribution systems, but the aim of the obligation cannot be to foreclose the market to online-only sellers or restrict their sales.
This is important for e-commerce businesses. A supplier may require reasonable service standards, but it should not use physical store requirements as a disguised online sales ban. The requirement must be connected to product characteristics and objectively justified.
16. Individual Exemption Under Article 5
If an online sales restriction falls outside block exemption, the parties may attempt to rely on individual exemption under Article 5 of Law No. 4054. Article 5 requires that the agreement create economic or technical development, benefit consumers, not eliminate competition in a significant part of the market, and not restrict competition more than necessary.
In practice, broad online sales bans are difficult to justify. A supplier may argue that restrictions protect brand image, prevent counterfeit sales or ensure product quality. However, it must also show that the restriction is necessary and proportionate. If the same goal can be achieved through objective online quality standards, a broad ban is unlikely to be defensible.
The BSH decision concluded that certain internet and marketplace sales restrictions could not benefit from individual exemption because the relevant Article 5 conditions were not met.
17. Drafting Online Sales Clauses
A competition-compliant online sales clause should avoid broad prohibitions. It should clearly allow the reseller to sell through its own website, subject to objective quality standards. If marketplace sales are regulated, the clause should list clear and uniform criteria rather than giving the supplier unlimited discretion.
A safer clause may state that the reseller is free to sell online, including through its own website, provided that the website meets defined standards on product presentation, customer service, payment security, warranty information, trademark use, return procedures and legal compliance. Marketplace sales may be allowed through platforms that meet objective criteria concerning authenticity, seller identification, brand presentation and consumer protection.
The clause should avoid language such as “online sales are prohibited,” “internet sales require prior consent,” “marketplace sales are not allowed,” or “the supplier may approve or reject online sales at its sole discretion.”
18. Practical Compliance Program for Suppliers
Suppliers operating in Turkey should implement an online sales compliance program. This program should cover distribution contracts, dealer circulars, marketplace policies, digital advertising rules, price monitoring practices and dealer communications.
Sales teams should understand that online sales are generally passive sales and cannot be broadly prevented. Marketing teams should understand that restrictions on Google Ads, search keywords or price comparison tools may raise competition concerns. E-commerce teams should know that marketplace restrictions must be objective and uniform. Legal teams should review all dealer communications that affect online sales.
The compliance program should also include periodic audits. Companies should check whether written policies match actual practice. If sales managers pressure dealers informally, compliant contract language will not be enough.
19. Common Mistakes in Online Sales Restrictions
The first common mistake is banning sales through the dealer’s own website. This is generally treated as a passive sales restriction.
The second mistake is requiring discretionary supplier approval for all online sales. If approval is slow, unclear or arbitrary, it may restrict online commerce.
The third mistake is imposing blanket marketplace bans without objective and uniform criteria.
The fourth mistake is limiting the ratio of online sales to total sales.
The fifth mistake is charging higher wholesale prices for products sold online.
The sixth mistake is using online price monitoring to enforce minimum resale prices.
The seventh mistake is preventing dealers from online advertising without objective justification.
The eighth mistake is applying quality criteria selectively against discounting dealers.
20. Consequences of Non-Compliance
If online sales restrictions violate Turkish Competition Law, the consequences may be significant. The relevant clauses may be unenforceable, the agreement may lose block exemption protection, the Turkish Competition Authority may open an investigation, and administrative fines may be imposed. Law No. 4054 allows fines up to 10% of annual gross revenues for substantive violations of Articles 4, 6 and 7.
Companies may also face private damages claims, dealer disputes, termination conflicts and reputational harm. In sectors where online sales are central, such as cosmetics, electronics, household appliances, fashion, consumer goods, automotive parts and healthcare products, competition law scrutiny can directly affect business strategy.
Conclusion
Online sales restrictions under Turkish Competition Law require careful legal analysis. Turkish practice generally treats internet sales as passive sales, and each reseller should, in principle, have the right to sell online. A supplier may impose objective quality standards, but it should not directly or indirectly prevent online sales.
Restrictions such as blocking website access by territory, redirecting customers, terminating transactions based on customer location, limiting the ratio of online sales, charging higher wholesale prices for online resale, banning sales through a dealer’s own website or requiring broad prior approval may remove the agreement from block exemption protection.
Marketplace restrictions are not automatically unlawful, but they must be objectively justified, uniform, proportionate and connected to product characteristics. A general platform ban without clear standards may be assessed as a competition law violation.
For suppliers, distributors, franchisors, online platforms and foreign investors operating in Turkey, the safest approach is proactive compliance. Online sales policies should be drafted precisely, marketplace criteria should be objective, advertising restrictions should be limited, resale prices should remain independent and dealer communications should be controlled. A well-designed online sales policy can protect brand quality while preserving lawful competition in Turkey’s growing digital economy.
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