The Omnibus Bill on Regulation of Retail Trade Was Published

In brief, the Omnibus Law introduced certain amendments to the Law No. 6585 on the Regulation of Retail Trade ("Law No. 6585").

The Omnibus Law mainly introduced amendments and additions on unfair commercial practices in the supply chain; payments arising from the commercial relationship between suppliers, producers and retail businesses; common expenses, administrative expenses and common income in shopping centers.

A. Regulations on Unfair Commercial Practices in the Supply Chain

According to the regulation introduced by the Omnibus Bill, the title "Premium and Fee Claim" of Article 6 of Law No. 6585 has been amended as "Unfair Commercial Practices in the Supply Chain" and unfair commercial practices have been defined. In this respect, unfair commercial practices are defined as; "activities that significantly disrupt the commercial activities of one party in commercial relations between producers, suppliers and retail businesses, reduce the ability of the other party to make reasonable decisions or cause it to be a party to a commercial relationship that it would not normally be a party to".

In the same article, the activities that will be considered as unfair commercial practices in any case are regulated, included but not limited to these. Accordingly, the activities considered as unfair commercial practices and their sanctions are as follows:

• a. Forcing the procurement of goods or services from any real or legal person, except for the conditions included in the agreement in order to ensure quality standards; otherwise, an administrative fine of TRY 20,000.00 (twenty thousand Turkish Liras) for each violation,
• b. Reflecting the campaign cost to the party that does not want to make campaign sales; otherwise, an administrative fine in the amount of the reflected campaign cost, and in case the violation is repeated within each calendar year, an administrative fine double the amount of the previous fine for each repetition,
• c. Not to determine the conditions of the commercial relationship in the supply of agricultural and food products through a written or electronic agreement; otherwise, an administrative fine of TRY 20.000,00 (twenty thousand Turkish Liras) for each violation,
• d. Including provisions in the agreement that authorize unilateral changes to the detriment of the other party or that are not clear and understandable; otherwise, an administrative fine of TRY 20.000,00 (twenty thousand Turkish Liras) for each violation,
• e. Although there is no circumstance affecting the service; collecting under the names of store opening and renovation, turnover deficit, bank and credit card participation fee, etc. or collecting premiums not specified in the agreement; otherwise, an administrative fine in the amount of the unfairly received premium and fee, and if the violation is repeated within each calendar year, an administrative fine of two times of the previous fine for each repetition,
• f. Canceling orders for agricultural and food products that are perishable within thirty days from the date of production, within thirty days before the delivery date of the product, except in cases arising from the fault of the other party; otherwise, an administrative fine in the amount of the canceled order price and, if the violation is repeated within each calendar year, two times of the previous fine for each repetition,
• g. To reflect the costs such as spoilage or loss after the delivery or transfer of ownership of perishable agricultural and food products within thirty days from the date of production, except in cases arising from the fault of the other party; otherwise, an administrative fine in the amount of the reflected cost and in the event that the violation is repeated within each calendar year, two times of the previous fine for each repetition.

The Omnibus Bill also regulates the maximum total amount of administrative fines for a calendar year. Accordingly, the total amount of administrative fines for a calendar year cannot be more than TRY 5,000,000.00 (five million Turkish Liras) if the enterprise is small-scale, TRY 50,000,000.00 (fifty million Turkish Liras) if the enterprise is medium-scale, and TRY 250,000,000.00 (two hundred and fifty million Turkish Liras) if the enterprise is large-scale.

These amounts will be updated every year by the Ministry of Treasury and Finance at the revaluation rate. These provisions of the Omnibus Bill will also enter into force on 01.01.2024.

B. Regulations on Payments Arising from the Commercial Relationship between Producers, Suppliers and Retail Businesses

Although it is stated in the Omnibus Bill that payments arising from the commercial relationship between producers, suppliers and retail businesses shall be made within the period stipulated in the agreement, the maturity periods for payments related to products that may spoil within 30 days of production and agricultural and food products other than these are separately regulated;

• a. In terms of agricultural and food products that can spoil within thirty days from the date of production, payment shall be made before the expiration of thirty days if the creditor is small-scale and the debtor is medium or large-scale, or if the creditor is medium-scale and the debtor is large-scale, and forty-five days in other cases.
• b. For products other than agricultural and food products that are perishable within thirty days from the date of production, payment shall be made before the expiry of sixty days if the creditor is small-scale and the debtor is medium or large-scale, or if the creditor is medium-scale and the debtor is large-scale.

While calculating the periods, it is regulated that if one of the delivery date and the transfer of ownership of the products is made on an earlier date, the earlier date shall be taken as basis.

In case of non-payment within the specified periods administrative fines will be imposed;

• a. For a delay of up to 30 days, five per thousand of the payment amount for each day of delay,
• b. For delays exceeding 30 days, one percent of the unpaid amount for each day of delay

The maximum administrative fine amounts specified above are also valid for the administrative fines to be imposed for exceeding the payment period. These provisions of the Omnibus Bill will also enter into force on 01.01.2024.

C. Regulations on Common Expenses, Common Income and Administrative Fees in Shopping Centers

The Omnibus Law includes the definitions of common expenses and common incomes in shopping malls. The Regulation on the Amendment to the Regulation Regarding Shopping Malls, which regulates this matter, entered into force after being published in the Official Gazette dated 18.08.2022 and numbered 31927, and you can access our information note regarding this regulation from the footnote.

Common expenses are defined as common area expenses that are not directly arising from leased property, such as electricity, water, heating, maintenance and repair (excluding renovations), cleaning and health safety, and the expenditures connected to the duties of management personnel.

Common incomes refer to all kinds of income generated from common areas such as renting, advertising, marketing, cultural and artistic activities, etc. It is regulated that common expenses will be distributed according to the ratio of the sales area of the retail businesses in the shopping mall to the sales area of the shopping mall.

In addition to these regulations, it is stated that retail businesses cannot be charged for any costs other than common expenses and that undocumented expenses cannot be claimed.

In terms of the agreements concluded before 01.02.2023, which is the date of application of this regulation; if it is agreed that expenses such as advertising, marketing, consultancy will be collected from the retail business, these expenses will continue to be collected from the retail business only during the term of the relevant agreement. In other words, if the agreement is renewed, it will not be possible to make any collection regarding these expenses in the new lease period.

If the administrative expenses are regulated in detail in the agreement, these expenses may be collected from the retail business, but otherwise, only the expenses related to the duties of the administrative personnel actually working in the shopping mall will be accepted as administrative expenses.

However, as noted above,

• a. if the agreement is renewed before or after its expiry date; or
• b. in case of automatic extension of the agreement

Expenses that are not common expenses such as advertising, marketing and consultancy cannot be claimed from retail businesses.

In addition, the owner or management of the shopping mall is required to prepare each year a common income and expense report for the previous year and send this report to the retail businesses in the shopping mall.

The issues to be included in the report are as follows;

• a. Types and amounts of common income and expenses
• b. Common expense contribution shares that should be and are collected from each retail business
• c. Other information deemed necessary by the Ministry.

If this report is not duly prepared and sent to the retail businesses, an administrative fine of twenty thousand Turkish liras will be imposed for each retail business in the shopping mall.

The above-mentioned maximum regulations regarding the administrative fines to be imposed in case of violation of these regulations are valid. These provisions of the Omnibus Law entered into force on 01.02.2023, the date of publication.

The full text of the Omnibus Law is available here.


Dilek Akdaş Kökenek, Partner
Cerensu Çetin Yenigün, Senior Associate
Kayra Menekşe, Trainee Lawyer