Purchase and supply agreements can be a form of ancillary restraints, albeit rarely.
In case of an acquisition of a company or a part of it, there might be a risk that the traditional lines of purchase and supply which existed before the acquisition will be disrupted. In order to secure the smooth implementation of the transfer, the acquisition can be supported by a number of purchase and supply obligations, which will be agreed upon for a reasonable transitional period. The seller and the acquirer may enter into purchase and supply agreements containing such obligations. These agreements may be in favor of either the seller or the acquirer, and cannot be in detriment of third parties.
The main aim of such agreements may be to ensure the continuity of products supply, if it is necessary for the seller or the acquirer to carry on their activities under the same or similar conditions as pre-transaction.
The Turkish Competition Board (“Board”) evaluates purchase and supply agreements as ancillary restraints only if the obligations are proportionate, directly related and necessary for the implementation of the transaction. The duration of the purchase and supply obligations is evaluated on a case-by-case basis. Additionally, the purchase and supply obligations should provide for fixed quantities of products or services.
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