Learn how sales contracts work under Turkish law, including formation, seller and buyer obligations, passing of risk, defective goods, eviction liability, consumer sales protections, immovable sales, and key legal remedies.
Introduction
Sales contracts in Turkey are primarily governed by the Turkish Code of Obligations No. 6098. The Code treats the sale contract as one of the core nominate contracts of private law and regulates both movable and immovable sales in a structured way. In its basic form, a sale contract is the agreement under which the seller undertakes to transfer possession and ownership of the sold item to the buyer, while the buyer undertakes to pay the price. Unless the parties agree otherwise or trade custom requires otherwise, seller and buyer are expected to perform their obligations simultaneously.
This basic definition looks simple, but Turkish sales law is much more detailed in practice. It does not only say that one side delivers and the other side pays. It regulates when risk passes, what happens if the seller delays delivery, what happens if a third party takes the goods because of a pre-existing right, how hidden defects are handled, how the buyer must inspect and notify, and which remedies the buyer may choose if the goods are defective. It also distinguishes ordinary civil sales from consumer sales and subjects immovable sales to a stricter form regime.
For that reason, the real legal question in Turkey is not merely whether a sale took place. The more important questions are whether the sale was properly formed, which side bore risk at the relevant moment, whether the seller fulfilled its transfer obligations, whether the goods were defective, whether the buyer preserved its rights by timely notice, and whether the transaction falls into the consumer-protection framework. This article explains sales contracts in Turkey in practical English, with a focus on rights, obligations, and liability under current Turkish law.
The Legal Nature of a Sales Contract Under Turkish Law
The Turkish Code of Obligations defines the sales contract in Article 207. Under that article, a sales contract is the agreement by which the seller undertakes to transfer possession and ownership of the sold item to the buyer, while the buyer undertakes to pay a price in return. The same article also states that, unless otherwise agreed or unless custom indicates otherwise, the parties must perform simultaneously. It further provides that a price that can be determined from the circumstances is treated as an agreed price.
This provision matters because it shows that Turkish law treats the sales contract as a bilateral exchange contract built around two principal performances: transfer of the item and payment of the price. It also shows that the price does not always need to be numerically written in the contract if it is objectively determinable. In commercial practice, this can be important in repeat-sale relationships, framework pricing structures, and formula-based pricing.
Turkish law also places sales contracts within the general framework of contractual freedom. Parties may generally determine the content of their contract freely, but only within legal limits, and agreements contrary to mandatory law, morality, public order, personal rights, or impossible subject matter are definitively void. As a result, sales-contract drafting in Turkey remains flexible, but it is never unlimited.
Seller’s Main Obligations
The seller’s core duty is stated clearly in Article 210: the seller must transfer possession of the sold item to the buyer in order to transfer ownership. Article 211 adds that, unless otherwise agreed or required by custom, transfer-related expenses such as measuring and weighing are borne by the seller, while expenses of taking over the sold item and transportation to a place other than the place of performance are borne by the buyer. The same article also sets interpretive rules for agreements on cost-free transfer and for customs and port charges in external trade.
These provisions show that Turkish law does not leave delivery questions entirely to guesswork. The seller is not only responsible for abstract legal transfer; it is responsible for handing over possession in a way consistent with the transfer of ownership. In many disputes, especially involving commercial goods, this practical side of the seller’s obligation is as important as title itself.
If the seller falls into default, Article 212 provides that the general rules on debtor default apply. But the article also adds a special rule for commercial sales where a fixed time has been set for transfer of possession: if the seller is in default, the buyer is deemed to have chosen damages for non-performance unless it immediately informs the seller that it still wants delivery. Article 213 then allows the buyer to claim the resulting damage, including the price difference between the agreed sale price and the price paid for a substitute purchase made in accordance with good faith, or, for exchange-traded or market-price goods, the difference between the contract price and market price on the agreed performance day.
This is one of the most commercially significant parts of Turkish sales law. It means that in fixed-time commercial sales, the buyer cannot remain passive if it still wants actual delivery. Otherwise, the legal system moves the case toward a damages remedy. Turkish law therefore expects speed and clarity in response to seller delay.
Buyer’s Main Obligations
The buyer’s principal duties are stated in Article 232. The buyer must pay the sale price in the way agreed in the contract and must take delivery of the goods when they are tendered. This mirrors Article 207 and confirms that the buyer’s obligation is not exhausted by payment alone; taking over the sold item is also part of the contractual duty.
Turkish law also regulates the buyer’s default. Under Article 235, where the goods are to be delivered only after or at the moment of payment and the buyer falls into default, the seller may rescind without further formality, but must notify the buyer without delay if it wants to use that right. Where possession has already been transferred before payment, the seller can reclaim the goods because of buyer default only if that right was expressly reserved in the contract. Article 236 then gives the seller damages for non-performance, including the difference between the contract price and the price obtained in a good-faith resale, or, for goods with a market price, the difference between the contract price and market price on the agreed payment date.
This is important in practice because Turkish law balances both sides. Just as the buyer can claim damages when the seller does not deliver, the seller can also claim damages when the buyer does not pay or does not take delivery as required. The remedies are structured and symmetrical, especially in commercial settings.
Passing of Benefit and Risk
One of the most important practical questions in any sales dispute is when risk passes from seller to buyer. Under Article 208, unless a statutory exception, the nature of the situation, or a special contractual condition requires otherwise, benefit and risk remain with the seller until possession is transferred in movable sales and until registration in immovable sales. The article adds that if the buyer is in default in taking over possession of movables, risk passes as though possession had already been transferred. It also states that if the seller sends the goods to another place at the buyer’s request, risk passes when the goods are handed to the carrier.
This rule is highly significant for logistics, insurance, and accidental loss. Turkish law does not automatically shift risk at the moment of contract conclusion in ordinary sales. Instead, it generally ties risk to delivery of possession for movables and registration for immovables, while recognizing special situations such as carrier delivery and buyer delay in taking over the goods.
For immovables, Article 245 adds that if the parties set a period for delivery after registration, benefit and risk pass only upon delivery, and this agreement itself must be in writing. That means Turkish immovable-sale practice can separate registration and practical handover, but only within the specific legal framework the Code provides.
Seller’s Liability for Eviction by a Third Party
Turkish law also protects the buyer against eviction, meaning loss of the sold item because of a third party’s pre-existing right. Article 214 states that if, because of a right already existing when the sale contract was concluded, the whole or part of the sold item is taken from the buyer by a third party, the seller is liable to the buyer. If the buyer knew of the risk of eviction when the contract was formed, the seller is not liable unless it expressly undertook otherwise. The same article further states that if the seller concealed the third party’s right, any agreement excluding or limiting liability is definitively void.
Articles 215 and 216 regulate the procedural side. If the buyer faces an eviction claim, it must notify the seller of the lawsuit, and if notice is timely, the judgment binds the seller unless the seller proves gross fault by the buyer. Even where the buyer voluntarily gives the goods to the third party without waiting for judgment, the seller’s eviction liability can still continue if the buyer recognized the third party’s right consistently with good faith or warned the seller and could not obtain a solution.
Article 217 then sets out the buyer’s remedies in case of total eviction. The contract is treated as having ended automatically, and the buyer may claim return of the sale price with interest, certain expenses that cannot be recovered from the third party, litigation and extra-judicial expenses that could not have been avoided by notifying the seller, and other direct losses; the seller must also compensate other losses unless it proves absence of fault. Article 218 regulates partial eviction, allowing damages and, in serious cases, judicial termination if the circumstances show the buyer would not have bought had it known the true situation.
This part of Turkish sales law is especially important in asset transfers, equipment sales, and title-sensitive transactions. It makes clear that the seller does not merely transfer possession; it also stands behind the buyer’s ability to hold the goods free from pre-existing third-party claims, subject to the statutory qualifications.
Seller’s Liability for Defects
The most frequently litigated aspect of sales contracts is usually defect liability. Article 219 states that the seller is liable where the sold item lacks qualities that the seller represented in any manner, and is also liable for material, legal, or economic defects that are contrary to the required quality or quantity and that eliminate or significantly reduce the value of the goods or the benefits expected by the buyer for their intended use. The article expressly states that the seller is liable even if it did not know of the defect.
Turkish law also sets limits and exceptions. Under Article 221, any agreement excluding or limiting liability for defects is definitively void if the seller was grossly at fault in transferring defective goods. Article 222 states that the seller is not liable for defects known by the buyer when the contract was concluded, and is also not liable for defects the buyer could have discovered by sufficient inspection unless the seller separately warranted the absence of such defects.
This structure is balanced. It protects the buyer against hidden or serious defects, but it also expects the buyer to take responsibility for what was already known or reasonably discoverable, unless the seller gave an additional warranty. In practice, the line between hidden and discoverable defect can become one of the most important factual issues in a Turkish sales dispute.
Buyer’s Inspection and Notice Duty
Article 223 imposes an important procedural burden on the buyer. The buyer must inspect the sold item as soon as possible according to the ordinary course of business, and if it sees a defect that triggers seller liability, it must notify the seller within an appropriate time. If the buyer neglects inspection and notice, the buyer is deemed to have accepted the sold item. For hidden defects that cannot be discovered through ordinary inspection, the same rule applies once the hidden defect later becomes apparent: the buyer must notify the seller immediately, or the goods are deemed accepted with that defect.
This is one of the most critical practical rules in Turkish sales law. A buyer may have a strong substantive defect claim and still lose it if inspection and notice are mishandled. Businesses buying goods in Turkey should therefore build inspection and written notice procedures into their operations rather than relying only on general complaint language later.
Buyer’s Remedies for Defective Goods
Article 227 gives the buyer four classic choice-based remedies when the seller is liable for defects. The buyer may rescind the contract by declaring readiness to return the goods, keep the goods and demand a price reduction in proportion to the defect, request free repair if it does not require excessive expense, or request replacement with a defect-free equivalent if possible. The same article also preserves the buyer’s right to claim damages under the general provisions. In addition, the seller may prevent the buyer from exercising these choices by immediately giving a defect-free equivalent and fully compensating the buyer’s loss.
This remedy structure is a major strength of Turkish sales law. It does not force the buyer into one rigid path. Instead, it offers a menu shaped by the seriousness of the defect and the commercial circumstances. That makes sales-contract litigation in Turkey highly remedy-sensitive: strategy often depends on whether rescission, repair, replacement, price reduction, or damages best fits the facts.
Limitation Periods
Article 231 states that, unless the seller assumed a longer period, all actions arising from defect liability become time-barred after two years from delivery of the sold item to the buyer, even if the defect appears later. However, a defense based on a defect notified within that two-year period does not disappear merely because the period later passes. The same article also states that a seller who was grossly at fault in transferring defective goods cannot benefit from the two-year limitation period.
For immovables, Article 244 adds a special rule: actions arising from defects in a building become time-barred after five years from transfer of ownership, and after twenty years if the seller was grossly at fault. This is a major difference from ordinary movable-sale defect claims and is particularly important in real estate development and building-sale disputes.
Immovable Sales
Turkish law subjects immovable sales to stricter formal requirements than movable sales. Article 237 states that, for the sale of an immovable to be valid, the contract must be concluded in official form. The same article also requires official form for promises to sell immovables and for repurchase and purchase-option agreements concerning immovables, while pre-emption agreements require written form. Article 246 then provides that the rules on movable sales apply by analogy to immovable sales as well.
This means Turkish immovable-sale law is both stricter and broader. It is stricter because official form is a validity condition. It is broader because many movable-sale rules still apply by analogy unless immovable-sale law provides otherwise. As a result, parties dealing with land, apartments, commercial premises, or development plots in Turkey should never treat the sale as a mere private written bargain.
Consumer Sales: Extra Protection for Buyers
Where the buyer is a consumer, the Law on Consumer Protection adds a stronger protective layer. Under that law, a defective good includes a good that does not comply with the contract, lacks agreed characteristics, or has material, legal, or economic deficiencies reducing or eliminating its value or the expected benefit to the consumer; statements on labels, packaging, websites, advertisements, and announcements also matter in defining conformity. Any defect becoming apparent within six months of delivery is presumed to have existed at delivery, unless incompatible with the nature of the good or defect.
The consumer’s remedies are also expressly stated: rescission with return of the good, a proportional price reduction, free repair if it does not require disproportionate expense, or replacement with a defect-free good if possible. The law further provides a general two-year limitation period from delivery, and five years for immovables intended for housing or vacation use, while gross negligence or deceit prevents reliance on limitation in the same way. These consumer-specific rules make the seller’s position in B2C sales more demanding than in ordinary civil sales.
This is a crucial overlay for businesses. A sale contract in Turkey is never analyzed in the abstract alone. If the transaction is consumer-facing, the special consumer-protection regime may reshape the practical rights, burdens of proof, and available remedies.
Practical Drafting Lessons
A well-drafted Turkish sale contract should identify the goods precisely, clarify delivery mechanics, allocate costs consistently with Article 211 or by express agreement, and state when and how possession is transferred. Where logistics involve carriers or delayed handover, the contract should address passing of risk in a way consistent with Article 208.
It is also wise to handle defect liability thoughtfully. Sellers should avoid assuming that broad disclaimer language will automatically work, because exclusion clauses fail at least where the seller was grossly at fault, and consumer transactions are subject to additional mandatory rules. Buyers, on the other hand, should build inspection and notice mechanisms into their operational process so that Article 223 does not silently destroy otherwise strong defect claims.
For immovables, official form is indispensable. For consumer sales, compliance with consumer law is equally indispensable. In both settings, Turkish law strongly favors parties that classify the transaction correctly at the drafting stage rather than trying to fix category mistakes after a dispute begins.
Conclusion
Sales contracts in Turkey are governed by a detailed legal framework that goes far beyond the simple idea of “delivery against payment.” The Turkish Code of Obligations defines the contract, allocates seller and buyer obligations, regulates passing of risk, structures remedies for seller and buyer default, protects the buyer against third-party eviction, and gives a robust system of defect liability and buyer remedies. For immovables, official form is required. For consumer sales, the Law on Consumer Protection adds stronger conformity rules, presumptions, and remedies.
The practical takeaway is clear: under Turkish law, a good sales contract is not only about the price and the goods. It is also about delivery, timing, risk, inspection, notice, title security, defect management, and the legal category of the transaction itself. Parties who get those points right at the beginning are in a much stronger legal position if the relationship later breaks down.
FAQ
What is a sales contract under Turkish law?
Under Article 207 of the Turkish Code of Obligations, a sales contract is the agreement under which the seller undertakes to transfer possession and ownership of the sold item to the buyer, and the buyer undertakes to pay a price in return.
When does risk pass to the buyer in Turkey?
As a general rule under Article 208, risk passes in movable sales upon transfer of possession and in immovable sales upon registration, subject to statutory and contractual exceptions such as buyer delay in taking over possession or delivery to a carrier at the buyer’s request.
What is the seller’s defect liability?
Under Article 219, the seller is liable if the sold item lacks represented qualities or contains material, legal, or economic defects that eliminate or significantly reduce its value or expected benefit, even if the seller did not know of the defect.
What must the buyer do after receiving the goods?
Under Article 223, the buyer must inspect the goods as soon as possible according to the ordinary course of business and notify the seller of discoverable defects within an appropriate period; hidden defects must be notified immediately once discovered.
What remedies does the buyer have for defective goods?
Under Article 227, the buyer may rescind the contract, request a proportional price reduction, ask for free repair if not excessively costly, or request replacement with a defect-free equivalent if possible; damages claims remain available under the general rules.
How long is the limitation period for defect claims?
Under Article 231, the general limitation period for defect claims in ordinary sales is two years from delivery, while Article 244 sets a five-year period for defects in buildings and twenty years if the seller was grossly at fault. Consumer sales law also generally uses a two-year period, with five years for immovables intended for housing or vacation use.
Is an immovable sale valid if it is only privately written?
No. Under Article 237, an immovable sale must be concluded in official form to be valid.
Do consumer buyers have extra rights in Turkey?
Yes. Under the Law on Consumer Protection, defective goods trigger special consumer remedies, early defect presumptions, and consumer-specific limitation periods that strengthen the buyer’s position beyond ordinary sales law
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