UNDERSTANDİNG DROPSHİPPİNG AGREEMENTS: A TURKİSH LEGAL PERSPECTİVE

Before defining a dropshipping contract, it is necessary to briefly address the notion of contract and its various types. In its strict and technical sense, a contract is a legal transaction formed through the mutual and concordant declarations of intent of the parties directed toward a specific legal result. In practice, the terms agreement, contract, covenant, or undertaking are used interchangeably with the term contract. Indeed, the Turkish Language Association defines a contract as "a transaction concluded through the mutual and concordant declarations of will of more than one person, with the aim of producing a legal result; contract, agreement, covenant." In principle, contracts are bilateral legal transactions. Contracts are subject to various classifications. According to the field of law, they may be divided into five categories: contracts under personal law, family law, inheritance law, property law, and the law of obligations. Contracts that create obligations and give rise to debt relationships are termed obligating contracts. From the perspective of legal regulation, contracts are classified as typical (named) or atypical (innominate). Atypical contracts are further divided into combined contracts, mixed contracts, and sui generis contracts. Statutory contracts are categorized as those intended to transfer ownership, to grant use, to perform services, to provide security, to store goods, company contracts, and contracts of chance. Contracts aimed at transferring ownership include barter agreements, sales contracts, and donation agreements. Another classification is based on the requirement of form. Pursuant to Article 12 of the Turkish Code of Obligations No. 6098, the validity of a contract does not, in principle, depend on compliance with a specific form. The legislator has adopted the principle of freedom of form. However, this freedom is not unlimited. As an exception, general terms and conditions-regulated under Article 20 of the Code-are subject to particular formal restrictions. General terms and conditions are contractual provisions prepared in advance by one party, usually in printed form, intended for repeated use in future similar transactions, without negotiation with the counterparty. Since the declarations of intent of both parties constitute the constitutive element of a contract, the absence of negotiation prevents recognition of the consumer's free and genuine will. Here, the law introduces an exception to the principle of freedom of contract to protect the weaker party. In addition, while most movable sales contracts are exempt from formal requirements, exceptions exist with respect to immovable sales, motor vehicle sales, and installment sales. Another classification is based on the relationship of performances. Contracts may be unilateral or bilateral depending on whether obligations are imposed on one or both parties. In unilateral contracts, only one party undertakes an obligation, while the other party merely enjoys a right of claim. In bilateral contracts, both parties assume mutual obligations. Within bilateral contracts, those involving reciprocal exchange of performances are considered synallagmatic contracts. Sales contracts, being subject to the mutual exchange of performances, fall into this category. By contrast, contracts such as deposit, mandate, and consumption loans are imperfectly bilateral contracts since they do not involve reciprocal exchange of obligations. With the rapid advancement of technology, the acceleration of daily life, and the growing desire for immediate access to goods, consumers increasingly turn to products offered in electronic marketplaces. This development has accelerated the growth of e-commerce. Among the most widely used e-commerce models are: (i) Business-to-Business (B2B), involving sales between merchants; and (ii) Business-to-Consumer (B2C), involving sales from merchants to consumers. While B2B transactions reduce costs through real-time operations, B2C transactions allow consumers to access goods without leaving their homes, benefitting from the ability to compare thousands of products simultaneously. In Turkey, B2C transactions are more prevalent than B2B in the context of e-commerce. Supply chain management became a central topic for business schools in the 1990s, reshaping production and procurement strategies through developments in information technology, reduced hardware costs, and international logistics standards. At the core of this shift lies electronic commerce, and within it, dropshipping constitutes both a subcategory and, arguably, the lifeblood of e-commerce. Although predating the Covid-19 pandemic, the dropshipping model gained heightened importance during and after the pandemic, providing small-scale investors with a relatively risk-free and low-capital entry point into e-commerce. In comparative terminology, dropshipping is referred to as "dropshipping" in English and "Streckengeschäft" in German. The term first appeared in Turkish legal literature in a Competition Authority decision dated March 7, 2019, where it was described as "XML dealership". The practice involves the seller (dropshipper) utilizing XML databases provided by suppliers to display stock availability, which are typically transmitted as XML-formatted Excel files. While the Authority's terminology is not inaccurate, the expression "stoksuz satış" (dropshipping) more effectively conveys the essence of the model. In legal doctrine, dropshipping has yet to be fully defined. Owing to the scarcity of domestic scholarship, reference must be made to foreign sources. Essentially, dropshipping is a retail method in which the seller does not maintain stock, but instead has goods shipped directly from the supplier to the consumer. In other words, the retailer lists and sells goods which are procured from third-party suppliers and delivered directly to the buyer without the goods ever passing through the seller's hands. The literature sometimes refers to this as direct sales contracts, fulfillment services, resale agreements, order fulfillment, shipping services, or supply chain solutions. Regardless of terminology, the essence remains: an order placed with the retailer is fulfilled by the supplier, who ships the goods directly to the buyer. From the consumer's perspective, however, it is generally the seller's brand-rather than the supplier-that is evaluated, meaning that the consumer attributes responsibility to the retailer. This dynamic can advantage the retailer in brand-building but also exposes them to reputational risks should the supplier fail to perform adequately. The concept of the "internet" first emerged in 1973 through a project known as the International Network, initiated by Vinton Cerf under the leadership of Robert Kahn. This project was later elaborated and implemented by the Advanced Research Projects Agency (ARPA), eventually evolving into the modern internet. By 1984, the network was transferred to public and private institutions engaged in scientific research, laying the foundations of today's digital communications. Over time, the internet has become indispensable, and in some jurisdictions, access to the internet has even been recognized as a fundamental human right. The rise of the internet naturally transformed the retail sector. E-commerce-defined as the digital dimension of commerce-has become an integral component of the global retail market. Initially, businesses sold only their own products online; later, platforms emerged where companies also marketed goods belonging to other enterprises. These platforms, often holding no stock of their own, served merely as intermediaries connecting suppliers and consumers. Eventually, individuals seeking to market new or second-hand items (e.g., on platforms such as Sahibinden, Dolap, or Letgo) also began participating in online marketplaces. The Covid-19 pandemic further accelerated the expansion of e-commerce. With widespread quarantines, restrictions on movement, and consumer reluctance to enter crowded spaces, online trade experienced unprecedented growth. Dropshipping, by its very nature, became central to this surge, as it allowed commerce to continue without the need for traditional inventory or in-person transactions. Although dropshipping may appear as a novel phenomenon, its roots stretch back decades. The model first emerged in the 1950s in small-scale retail practices and has since grown into a global system facilitating large-scale sales. Amazon, one of the most prominent platforms for dropshipping, launched its marketplace model in 2000 and introduced its Fulfillment by Amazon (FBA) program in 2006. Similarly, Chinese platforms such as Alibaba and Aliexpress provided significant momentum, particularly in the aftermath of the 2008 U.S. financial crisis, when entrepreneurs turned to dropshipping as a means of economic survival. Since 2006, the number of dropshipping suppliers has grown exponentially, with many based in the United States. China is widely regarded as the leading country in dropshipping. Its suppliers are supported by massive e-commerce ecosystems and financial infrastructures, including Alibaba's AliPay payment system, the B2B wholesale platform, the international Aliexpress marketplace, Taobao retail services, and Alisoft software. According to some sources, as of 2021, there were approximately six million dropshipping sellers operating on Amazon alone, and this number continues to grow. The legal framework of dropshipping may be illustrated through a relatively simple scheme. The supplier, typically via an online marketplace (e.g., Alibaba), offers goods at wholesale prices and guarantees their delivery upon payment. The seller (dropshipper) copies the description and images of these goods from the supplier's website and lists them-at a higher retail price-on their own e-commerce platform or on intermediary marketplaces such as Amazon, Walmart, Hepsiburada,...

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