Across two markets, one consistent network law.
Building a distribution network for the German and EU market that holds up under both legal systems: choice of law and jurisdiction, goodwill-indemnity exposure, and disputes run in coordination across two countries.
The extra layers of a cross-border network
A Turkish manufacturer's German distributor — or a German brand's Turkish network — does not operate under a single legal order. Three layers sit on top of one another: the law written into the contract, the mandatory rules of the market (the German goodwill-indemnity regime, the EU vertical rules), and the practical question of enforceability. A clause saying "Turkish law applies" does not always displace the protections available in the German market.
Governing-law and jurisdiction architecture
Choose the governing law by simulating goodwill indemnity, notice periods on termination and the competition rules: what does each regime actually gain you? On jurisdiction, the choice between the courts and arbitration follows from where the decision will be enforced, so the recognition-and-enforcement burden is costed at the outset. Put the language and translation hierarchy in writing.
Network standard and local annexes
In multi-country networks, a core contract with country annexes keeps the standard intact while meeting local mandatory rules. Channel rules for the cross-border spillover of online sales — parallel trade — have to be balanced against competition compliance.
The statutory anchors
On the sales layer the CISG — to which both Türkiye and Germany are parties — applies of its own accord where the contract is silent; if you want it out, it has to be excluded deliberately. Within the EU the choice of law is framed by the Rome I Regulation, and mandatory protective rules cannot be displaced by that choice. On goodwill indemnity there are two parallel regimes: Article 122 of the Turkish Commercial Code in Türkiye — an express provision for agents, applied by analogy to exclusive distributors in settled case law — and § 89b HGB in Germany. Neither can be waived in advance, and where a dispute does arise, goodwill indemnity claims are a specialism of their own. Each of these anchors changes what a choice of law and jurisdiction is actually worth.
Audit, simulate, standardise
The work runs in four steps. Network audit: every existing contract is mapped by governing law, jurisdiction clause and mandatory-rule exposure. Simulation: termination and goodwill-indemnity scenarios are run under both regimes — Article 122 of the Turkish Commercial Code on one side, § 89b HGB on the other — so that the choice of law rests on numbers rather than habit. Standardisation: the core contract and country annexes are drafted bilingually, and enforcement is designed in, the 1958 New York Convention route making arbitral awards the most portable outcome where court judgments travel poorly. Rollout: existing partners are moved onto the standard through a sequenced negotiation plan. Deliverables: the network map, the core-plus-annex set and a dispute matrix.
Typical two-way constellations
We are engaged by Turkish manufacturers selling through German and EU distributors, by German brands running dealer networks in Türkiye and the wider region, and by e-commerce companies layering marketplaces over a classical network. When a relationship does end, the exposure is quantified early through our goodwill indemnity practice; the strategic view of the whole channel lives in our Distributorship & Dealership Networks focus.
We are by your side for Cross-Border Distribution Networks
Our team reads both bodies of case law at once along the Berlin-İstanbul axis. We build your network standard, test existing contracts by simulation, and run disputes in coordination across the two countries. If you are still choosing a model, start with our network design service.
Other Applications of This Service
Contract Management — our other specialised solutions in this area.
Matter Connections
The focus areas, practice areas, desks and legislation connected with this sub-service.
Our Matters in This Service
The anonymised examples of our work that relate to this service.
Uninterrupted legal counsel for a multinational supplier
Retainer-based support across day-to-day commercial operations, contract management and compliance processes.
Review the matter →ESG & ComplianceSupply chain due diligence (LkSG) compliance programme
Risk assessment and compliance architecture for a Turkish supplier network under the German LkSG.
Review the matter →Market AccessEstablishing a distribution network in Türkiye
Designing a market entry strategy, distributorship agreements and competition compliance.
Review the matter →The Team Delivering This Service
With our multilingual team of lawyers, well-versed in Turkish and German law, we are by your side.
Mehmet Köksal
Founder and Managing PartnerIstanbul · Berlin · KyreniaProfile →
Kübra Köksal-Yılmaz
PartnerBerlin · İstanbulProfile →
Gül Efem
Of CounselİstanbulProfile →
Herdem Belen
Of CounselİstanbulProfile →
Sven Köksal
Legal EngineerBerlin · İstanbulProfile →Related Publications
Fresh perspectives and guides from the Knowledge Centre.
Not always: EU case law can keep the protections of agents and distributors operating in the EU market in force despite the choice of law. We measure the risk through simulation.
It depends on where the counterparty’s assets are located and on the need for confidentiality. In a dispute with a German distributor, a German judgment is easy to enforce; in multi-country networks, arbitration provides flexibility.
Yes, with a core-plus-country-annex model; the very same text can be valid in one country and invalid in another. The standard should be designed to allow flexibility.
Cross-Border Distribution Networks — get the right legal support.
Let us identify the right solution together, drawing on our experience in Türkiye and the DACH region.