Under Turkish law a terminated distributor can claim a goodwill indemnity — and a clause waiving it in advance is void. Most foreign producers discover this at the end of the relationship, when the leverage is gone.
Article 122 of the Turkish Commercial Code (No. 6102) gives a commercial agent an equalisation claim — denkleştirme istemi — when the relationship ends. Turkish courts have extended it by analogy to exclusive distributorship where that is not contrary to equity.
If the relationship ends without the distributor's fault and you keep benefiting significantly from the customer base they built, they can claim compensation for it. Building your market is treated as building value that does not simply revert to you for free.
The indemnity cannot exceed the average of the annual commission or other payments over the last five years — or over the actual duration, if shorter. A ceiling, not an entitlement: the court still tests whether the conditions are met.
Article 122/4 makes advance waiver void. A clause in your standard distribution agreement saying the distributor renounces this claim does not survive. The claim must be brought within one year of termination — after that it is forfeited.
Foreign producers routinely treat the first Turkish distributor as a low-risk experiment — "we'll try them for a year and see." The exit is not free, which changes the maths in four places.
Once in the year you lose, and again on the way out. Choosing carefully at the start is cheaper than correcting later — which is the opposite of how most entries are planned.
Granting exclusivity is what creates a customer base attributable to one partner. Non-exclusive or regional arrangements change that picture — a structuring question for your counsel, informed by a commercial view of the market.
Who actually brought which customer becomes the central question at termination. Keeping that visible in a CRM from the first month is a commercial discipline, not an administrative one.
Selling from abroad or through a non-exclusive arrangement while you learn the market carries no equivalent exit cost. Structure follows evidence — and here the evidence is cheaper to buy than the exit.
Who actually distributes in your category, who holds stock, who services, and which relationships work in which cities.
Direct, non-exclusive, exclusive or project partnership — with the commercial consequences of each written down, including the exit.
Candidate list, first contact, meeting management and an honest read of who is actually able to sell your product here.
Sales process and CRM so it stays visible which customer came from where — from the first month, not from the dispute.
No. Article 122/4 of the Turkish Commercial Code makes advance waiver of the equalisation claim void — it is a mandatory rule. A waiver clause signed at the start of the relationship does not hold. Your counsel can structure the relationship in other ways, but not by contracting the claim away in advance.
Article 122 is written for commercial agents. Turkish courts have extended it by analogy to exclusive distributorship where doing so is not contrary to equity, assessing each case on its facts. So a foreign producer terminating an exclusive Turkish distributor should assume the claim is live, not excluded.
The indemnity cannot exceed the average of the annual commission or other payments received over the last five years. If the relationship was shorter, the average over its actual duration applies. It is a ceiling, not an entitlement — the court still assesses whether the conditions are met.
One year from the end of the contractual relationship. This is a forfeiture period, not an ordinary limitation period — once it passes, the right is gone.
Two situations. If the distributor terminated the contract without the producer having given cause. And if the producer terminated for just cause arising from the distributor's own fault. Outside those, if the producer continues to benefit significantly from the customer base the distributor built, the claim is on the table.
No. We are not lawyers and we do not draft or review contracts. This page exists because the rule changes a commercial decision — which channel to enter with — and that decision is our work. The agreement itself belongs with Turkish counsel, and we will say so every time.
Start with a free 15-minute call. We will tell you what we would check before you commit to any partner — and whether you need one yet.
Book a Free Callor call us: +90 551 372 31 02
