The Ministry of Trade has presented the "Draft Regulation Amending the Regulation on Principles and Rules to be Applied in Retail Trade" ("Draft Regulation") for public opinion which has been in the works for a long time. The amendments made by the Draft Regulation, which will give a new direction to retail trade, are planned to enter into force on 01.01.2024.
In brief, the Draft Regulation foresees certain amendments to the "Regulation on Principles and Rules to be Applied in Retail Trade" ("
Regulation") published in the Official Gazette dated 06.08.2016 and numbered 29793. These amendments mainly focus on (i) unfair commercial practices in the supply chain and (ii) payments for commercial activities between producers, suppliers, and retail businesses.
A. Unfair Commercial Practices in the Supply Chain
According to the Draft Regulation, unfair commercial activities have been defined as: activities that disrupt the balance in commercial relations between producers, suppliers, and retail business and create unfair results". The activities considered as unfair commercial practices are exemplified as follows:
- Requiring the procurement of goods or services from any real or legal person, in some cases to ensure quality standards,
- Reflecting the cost of the campaign to the party who does not want to make campaign sales,
- Not determining the terms of the commercial relationship in the supply of agricultural and food products in writing or by electronic means such as e-mail, fax, etc.,
- Including regulations in the agreement that authorize unilateral changes in the detriment of the other party in financial conditions,
- Receiving premiums and similar fees in various fields and subjects developed outside the main elements of commercial activity,
- Cancellation of orders for agricultural and food products under certain circumstances within thirty days prior to the delivery date of the product,
- Reflecting the costs of spoilage or loss after the delivery or transfer of ownership of agricultural and food products under certain circumstances,
- Reflecting the costs related to administrative and criminal sanctions or customer complaints,
- Taking commercial reprisals including various conditions, such as failure to meet deadlines, removing products from the list, reducing the quantity products ordered, withholding marketing or campaign-like services related to these products, or imposing financial obligations under certain circumstances,
- Making false or misleading statements or notifications about the business scale, products and commercial activities,
- Returning some sort of agricultural and food products on the grounds that they cannot be sold after delivery or transfer of ownership,
- Obtaining, using, or disclosing production and business secrets unlawfully.
B. Regulations on Payment
The Draft Regulation also specifies that payments subject to retail trade shall be made within
the period specified in the agreement and payments for agricultural and food products
may be made in different periods depending on the type of the product.
| Circumstances where the payment cannot exceed 30 (thirty) days for agricultural and food products that can be perished within 30 (thirty) days from the date of production: |
Cases where the payment cannot exceed 45 (forty-five) days for agricultural and food products which can be perished within 30 (thirty) days from the date of production: |
Circumstances where the payment cannot exceed 60 (sixty) days for the products that cannot perish within 30 (thirty) days from the date of production: |
- If the creditor is micro or small-sized and the debtor is medium or large-sized,
- If the creditor is medium-sized and the debtor is large-sized.
|
- All other cases except where payment cannot exceed 30 (thirty) days.
|
- If the creditor is micro or small-sized and the debtor is medium or large-sized,
- If the creditor is medium-sized and the debtor is large-sized creditor.
|
The parties of the retail trade shall submit the "Business Class and SME Qualification Certificate" to be obtained via e-government system to determine these scales.
When calculating the periods in the table above, the prior date between the date of delivery and the date of transfer of ownership is taken as the basis.
In case of partial delivery, each delivery date shall be considered separately on an individual basis. If the delivery date cannot be determined, the date of issuance of the delivery note shall be considered as the basis. The debtor is obliged to prove that the payment was made on time.
C. Conclusion
The Draft Regulation redefines unfair commercial practices encountered in commercial relations between producers, suppliers, and retail businesses according to current commercial developments and new business models. These new regulations are in compliance with the stipulations pertaining to unfair trade practices as set forth in the Law No. 6585 concerning the Regulation of Retail Trade.
Furthermore, a more realistic, reasonable, and proportionate regulation according has been aimed by defining commercial enterprises according to their size. Current developments in trade have also been evaluated in terms of payment methods, and it is aimed to bring the responsibilities regarding payment to the point that touches today's needs and to achieve the economic balance between the parties of retail trade.
Dilek Akdaş Kökenek, Partner
Cerensu Çetin Yenigün, Senior Associate
Kayra Menekşe, Trainee Lawyer