As a result of the relationship established between the distributor and the party granting distributorship (hereinafter shall be referred to as the “Client”), a portfolio with an economic value is created. At the time the agreement is terminated the relationship established between the distributor and the companies that the distributor has conducted business with comes to an end however the Client continues to work together with such companies. The concept of “offset compensation” exists in order to prevent the unjust situation between the distributor and the Client.
Offset compensation used to have no legal basis prior to the promulgation of the new Turkish Commercial Code numbered 6102 but only supported by the resolutions of the Supreme Court. The conditions of the mentioned compensation used to be settled by such resolutions.
Following the said code, offset compensation is justified by a legal basis. Taking into consideration of the mentioned code, the conditions of the offset compensation may be summarized as follows:
1. The Client shall afford significant advantage from the customers of the Distributor after the termination of the agreement.
2. The Distributor shall lose his right of remuneration demand, as a result of the termination of the business relationship, arising from the business conducted or to be conducted in a short while with the customers of the Distributor if the agreements relationship had lasted.
3. Given the terms and conditions of the concrete case, remuneration shall be just.
4. Offset compensation demand shall be raised in 1 year following the termination of the agreement.
The calculation of the compensation amount is executed in line with the payments that the Distributor has received from the customers in the last 5 years. Compensation amount shall not exceed the average of such payments. In the event that the relationship has lasted less than 5 years, the average during the activity shall be considered.
The Distributor cannot claim compensation in the event that the agreement is terminated depending on the fault of the Distributor or the Distributor has terminated the agreement without just cause.
The determinations regarding offset compensation shall be applied to other similar agreements that grant monopoly right as long as it is not unjust.