Introduction
International sale of goods contracts in Turkey are among the most common legal instruments used in cross-border trade. Turkish exporters, foreign buyers, manufacturers, distributors, logistics companies, commodity traders, machinery suppliers, construction material providers and industrial purchasers regularly enter into international sales contracts involving Turkey. These contracts may appear straightforward at first glance: one party sells goods, the other party pays the price, and delivery takes place through an agreed transport route. In practice, however, international sales contracts are legally complex and commercially sensitive.
A Turkey-related international sale of goods contract may involve several legal systems at the same time. The seller may be located in Turkey, the buyer may be located in Europe, the goods may be manufactured in Asia, the shipment may pass through different ports, payment may be made in euros or US dollars, customs clearance may occur in Turkey, and the dispute resolution clause may refer to arbitration or foreign courts. This structure creates legal questions concerning applicable law, delivery obligations, passing of risk, customs liability, payment security, inspection, non-conformity, limitation of liability, force majeure, termination and enforcement.
The legal framework for international sale of goods contracts in Turkey is shaped by several sources. The most important are the United Nations Convention on Contracts for the International Sale of Goods, commonly known as the CISG, the Turkish Code of Obligations No. 6098, the Turkish Commercial Code No. 6102, Law No. 5718 on International Private and Procedural Law, customs legislation, foreign trade regulations, arbitration law and enforcement rules. Turkey signed the CISG on 7 July 2010, and the Convention entered into force for Turkey on 1 August 2011.
For companies trading with Turkish parties, the key point is simple: an international sales contract should not be treated as a mere invoice, purchase order or proforma document. It should be drafted as an enforceable legal instrument that allocates commercial risk before a dispute arises.
1. What Is an International Sale of Goods Contract?
An international sale of goods contract is an agreement under which a seller transfers or undertakes to transfer goods to a buyer in exchange for payment, where the transaction contains an international element. The international element usually exists when the seller and buyer have their places of business in different countries, goods are transported across borders, payment is made through international banking channels, or performance is connected with more than one jurisdiction.
In Turkey-related trade, common examples include a Turkish manufacturer selling textile products to a European buyer, a foreign supplier selling machinery to a Turkish factory, a Turkish construction company purchasing steel or medical equipment from abroad, or a distributor importing branded products for resale in Turkey.
The contract should identify the goods, quantity, specifications, price, payment terms, delivery term, transportation method, inspection procedure, warranty obligations, applicable law and dispute resolution mechanism. Without clear terms, the parties may later disagree on fundamental issues such as whether the goods were conforming, whether risk had passed, whether payment became due, who was responsible for customs delay, or whether the buyer validly rejected the goods.
2. The Role of the CISG in Turkey
The CISG is one of the most important legal instruments for international sale of goods contracts involving Turkey. It provides a uniform legal framework for contract formation, seller’s obligations, buyer’s obligations, remedies for breach, passing of risk and damages in international sale of goods contracts. UNCITRAL describes the CISG as a uniform text of law for international sales of goods, adopted by a diplomatic conference on 11 April 1980.
The CISG may apply automatically where the parties have their places of business in different contracting states, unless the parties exclude it. It may also apply where private international law rules lead to the application of the law of a contracting state. Since Turkey is a CISG contracting state, contracts between Turkish parties and parties from other CISG states may fall within the Convention’s scope.
This is often overlooked in practice. Parties may write “Turkish law shall apply” and assume that only the Turkish Code of Obligations and Turkish Commercial Code will govern the contract. However, because the CISG is part of the applicable international sales framework for Turkey, a Turkish law clause may result in CISG application unless the parties expressly exclude it.
Therefore, every Turkey-related international sale of goods contract should state clearly whether the CISG applies or is excluded. If the parties do not want the CISG to apply, they should use wording such as:
“The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.”
If the parties want the CISG to apply, the contract should say so and should identify which national law will govern issues not covered by the CISG.
3. Turkish Domestic Law: Code of Obligations and Commercial Code
Where the CISG does not apply or does not regulate a specific issue, Turkish domestic law may become relevant. The Turkish Code of Obligations No. 6098 is the main statute governing contractual obligations, including formation of contracts, performance, default, damages, termination, penalty clauses and general principles of liability. The Code entered into force on 1 July 2012.
The Turkish Commercial Code No. 6102 is also important in commercial sales. It regulates commercial enterprises, merchants, commercial books, unfair competition, trade names, negotiable instruments, transportation, maritime trade and other commercial matters. The Turkish Commercial Code entered into force on 1 July 2012.
In a sale of goods contract between merchants, commercial standards may be stricter than in ordinary civil contracts. Merchants are expected to act prudently, keep proper commercial records, issue invoices, object to invoices in due time where required, preserve evidence and comply with trade customs. Commercial books, delivery documents, correspondence, invoices and bank records may become decisive evidence in a Turkish commercial dispute.
For this reason, international parties should not rely only on oral arrangements, informal emails or short purchase orders. They should create a complete documentary structure capable of being used before Turkish courts, arbitral tribunals, customs authorities and enforcement offices.
4. Contract Formation and Written Evidence
International sale of goods contracts may be formed through a signed agreement, purchase order, order confirmation, proforma invoice, email exchange, framework agreement or standard terms. Under the CISG, contract formation rules are flexible, but evidence remains crucial in any dispute.
A written contract is strongly recommended for Turkey-related international sales. The contract should identify the legal names of the parties, registered addresses, tax or registration numbers, authorized representatives, goods, technical specifications, price, currency, delivery term, payment mechanism, inspection procedure, governing law and dispute resolution clause.
Authority is particularly important. Before signing with a Turkish company, the foreign party should verify trade registry records, signature circulars, board resolutions, manager authority or power of attorney. A contract signed by a person without authority may create enforceability problems.
If the contract is signed electronically, the parties should consider whether the form of electronic signature used is acceptable for the relevant transaction and for future evidence purposes. If the contract will be used before Turkish authorities or courts, certified translations may also become necessary.
5. Description, Quantity and Quality of Goods
A sale of goods contract should describe the goods with enough precision to avoid disputes. The contract should include model numbers, product codes, technical specifications, quantity, tolerance limits, quality standards, packaging requirements, labeling, certificates, country of origin, manuals, spare parts, production date, expiry date where applicable and conformity standards.
Under the CISG, Article 35 provides that the seller must deliver goods of the quantity, quality and description required by the contract and contained or packaged in the manner required by the contract. It also includes default conformity standards unless the parties agree otherwise.
In practice, many disputes arise because the buyer expected a certain standard but the contract did not clearly state that standard. For example, machinery may technically function but fail to meet the buyer’s production capacity expectations. Construction materials may meet generic specifications but not the project’s required certification. Food, medical or agricultural goods may be rejected because documents or certificates are incomplete.
The safest approach is to attach technical schedules, drawings, standards, certificate requirements and inspection procedures as annexes to the contract. The contract should also state which document prevails in case of inconsistency between the main contract, annexes, purchase orders, invoices and general terms.
6. Price, Currency and Payment Security
Payment is one of the most common sources of international sales disputes. The contract should clearly regulate price, currency, payment date, bank account, payment method, bank charges, taxes, withholding, late payment interest, documentary conditions and consequences of non-payment.
Common payment methods include advance payment, open account, letter of credit, documentary collection, bank guarantee, escrow, installment payment and retention. In high-risk transactions, a seller may require advance payment or an irrevocable letter of credit. A buyer may request payment against documents, inspection certificate or delivery confirmation.
Foreign currency clauses are common in international sale of goods contracts involving Turkey. However, parties should clearly state whether payment must be made in the agreed foreign currency or in Turkish lira equivalent, which exchange rate applies, which date controls conversion, and who bears transfer fees.
A payment clause should also provide remedies for late payment. These may include default interest, suspension of further deliveries, retention of documents, termination right, collection costs and damages. If the buyer is in Turkey and fails to pay, the seller should preserve invoices, delivery documents, customs records, bank correspondence and written notices to support future litigation or arbitration.
7. Delivery Terms and Incoterms
Delivery is central in international sale of goods contracts. It determines not only where the goods must be delivered, but also who bears transportation costs, insurance, loading, unloading, export clearance, import clearance, customs duties, risk of loss and delay consequences.
Incoterms are widely used in international trade. The International Chamber of Commerce describes Incoterms rules as eleven three-letter trade terms reflecting business-to-business practice in contracts for the sale and purchase of goods. U.S. trade guidance also explains that Incoterms rules define responsibilities of sellers and buyers, including tasks, costs and risks in international transactions.
However, parties often misuse Incoterms. A contract should not simply state “FOB Turkey” or “CIF Istanbul.” It should specify the exact Incoterms rule, the named place or port, and the applicable version, such as “Incoterms 2020.” For example:
“DAP Buyer’s warehouse at [full address], Istanbul, Türkiye, Incoterms 2020.”
The selected Incoterms rule should match the commercial reality. If the buyer wants the seller to handle delivery to a Turkish warehouse but not import customs clearance, DAP may be suitable. If the seller is responsible for all costs including import duties and taxes, DDP may be considered, but this may create tax, customs and practical representation issues for a foreign seller. If shipment is by container, parties should be careful when using traditional maritime terms.
8. Passing of Risk
Passing of risk determines which party bears the loss if goods are damaged, lost or destroyed during transportation. This issue is frequently confused with transfer of ownership or payment obligation. Risk may pass before payment or before ownership transfer, depending on the contract and applicable law.
Under CISG rules, risk passing depends on the type of sale and delivery arrangement. Where the sale involves carriage of goods and the seller is not bound to hand them over at a particular place, risk generally passes when the goods are handed over to the first carrier in accordance with the contract. The CISG also contains specific rules for goods sold in transit and goods placed at the buyer’s disposal.
In practice, the contract should align risk passing with Incoterms, insurance, inspection and payment. If the buyer pays before shipment but risk remains with the seller until delivery, the seller should maintain adequate insurance. If risk passes at the port of loading, the buyer should ensure cargo insurance covers the entire transport route.
Disputes often arise where goods are damaged during transit and the parties did not define risk transfer clearly. A proper contract should state who arranges insurance, minimum coverage, insured value, beneficiary, claims procedure and responsibility for insurance gaps.
9. Customs, Import and Export Compliance
International sale of goods contracts involving Turkey must be drafted with customs compliance in mind. Customs issues may determine whether the goods can enter Turkey, whether additional duties are payable, whether certificates are required, or whether the goods are delayed, seized, returned or rejected.
The Turkish Ministry of Trade explains that goods brought into the Customs Territory of Turkey are generally subject to a summary declaration before arrival, then presented to customs and assigned a customs-approved treatment or use. Commercial shipments to Turkey generally require documents such as a commercial invoice, bill of lading or airway bill, packing list and certificate of origin, while additional certificates may be needed depending on the product’s harmonized tariff code.
The contract should allocate responsibility for HS code classification, customs valuation, origin, export permits, import permits, conformity certificates, CE marking, health certificates, phytosanitary certificates, customs broker fees, storage, demurrage, inspection charges and customs penalties.
A seller should avoid promising import clearance unless it has the legal and practical ability to perform that obligation in Turkey. A buyer should avoid accepting customs responsibility without confirming tariff classification, product standards and required permits. Many international sales disputes are actually customs disputes disguised as delivery or payment disputes.
10. Inspection and Notice of Non-Conformity
Inspection and notice provisions are essential. The buyer should inspect the goods within the agreed period and notify the seller of any non-conformity in a clear, documented manner. The seller should have an opportunity to verify the claim, inspect the goods, repair, replace or respond.
Under the CISG, the buyer may lose the right to rely on lack of conformity if it does not give notice to the seller within a reasonable time after discovering or when it ought to have discovered the defect. CISG materials identify Article 39 as the key rule requiring timely notice describing the lack of conformity.
In Turkey-related trade, inspection clauses should regulate:
When inspection takes place.
Who conducts inspection.
Whether pre-shipment inspection is required.
Whether inspection at destination is required.
Whether third-party inspection reports are binding.
How hidden defects are handled.
How quickly the buyer must notify defects.
Whether photographs, videos, laboratory reports or expert reports are required.
Whether signing a delivery note means receipt only or acceptance of conformity.
A common mistake is failing to distinguish between physical receipt and legal acceptance. A buyer may sign a delivery note to receive goods but later claim defects. The contract should state whether delivery documents confirm only receipt or also conformity.
11. Seller’s Remedies
If the buyer breaches the contract, the seller may have several remedies depending on the contract, CISG and applicable domestic law. These may include claim for payment, interest, damages, suspension of delivery, retention of documents, avoidance or termination of contract, resale of goods, and recovery of storage or logistics costs.
Non-payment is the most frequent buyer breach. The seller should issue written default notices, preserve bank records, maintain copies of invoices and delivery documents, and avoid further deliveries if the buyer’s solvency is doubtful unless secured.
Where goods are custom-made or perishable, the seller should include special remedies. For example, the contract may allow resale if the buyer fails to take delivery within a certain period. It may also require the buyer to pay storage, demurrage, insurance and deterioration costs.
If the seller intends to terminate or avoid the contract, it should follow contractual notice requirements and applicable legal standards. Wrongful termination may expose the seller to damages.
12. Buyer’s Remedies
If the seller breaches the contract, the buyer may seek delivery, substitute goods, repair, price reduction, damages, avoidance or termination depending on the severity of breach and applicable law. Under the CISG, remedies are structured around performance, lack of conformity, fundamental breach, notice and damages principles.
Where goods are defective, the buyer should act quickly. It should inspect, document the defects, notify the seller, preserve the goods, avoid unauthorized use if it worsens the condition, and obtain technical evidence. If the buyer rejects the goods, it must be able to prove the basis for rejection.
A buyer should be cautious before withholding payment. If the defects are minor or the contract does not allow full payment suspension, withholding the entire price may itself constitute breach. The contract should therefore regulate whether the buyer may suspend payment, deduct amounts, request replacement or claim price reduction.
13. Force Majeure and Hardship
International sales are vulnerable to unexpected disruptions, including war, sanctions, pandemics, port closures, strikes, export bans, import restrictions, customs delays, natural disasters, cyberattacks, transportation shortages and sudden regulatory changes.
A force majeure clause should define covered events, notice deadlines, required evidence, mitigation duties, suspension period, cost allocation, termination rights and effects on payment obligations. It should also address whether increased freight costs, currency fluctuations, shortage of raw materials or customs delays qualify as force majeure.
Hardship is different. It applies where performance remains possible but becomes excessively burdensome. In long-term supply contracts, price adjustment and renegotiation clauses may be necessary. Without such clauses, parties may face difficult arguments over whether economic imbalance justifies adjustment, suspension or termination.
For Turkey-related contracts, recent global logistics disruptions, regional conflicts, sanctions and customs changes show why force majeure and hardship clauses should not be treated as boilerplate.
14. Governing Law Clause
The governing law clause determines which law applies to the contract. In international sale of goods contracts involving Turkey, parties may choose Turkish law, foreign law, the CISG, or a combination of the CISG and a national law for matters outside the Convention.
Law No. 5718 is the main Turkish statute regulating private law relationships with a foreign element, including applicable law, international jurisdiction and recognition/enforcement of foreign judgments. In practice, parties should not leave the applicable law to later conflict-of-law analysis. A clear governing law clause reduces uncertainty.
A recommended structure may be:
“This Agreement shall be governed by the United Nations Convention on Contracts for the International Sale of Goods. Matters not governed by the CISG shall be governed by the laws of the Republic of Türkiye.”
If the parties exclude CISG, the clause may state:
“This Agreement shall be governed by the laws of the Republic of Türkiye. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.”
The choice should reflect transaction structure, enforcement strategy, market expectations and familiarity of counsel.
15. Jurisdiction, Arbitration and Dispute Resolution
Dispute resolution is one of the most important parts of an international sale of goods contract. The parties should decide whether disputes will be resolved before Turkish courts, foreign courts or arbitration.
Turkish courts may be appropriate where the buyer or seller is located in Turkey, assets are in Turkey, evidence is in Turkey, or urgent interim measures are needed. However, commercial litigation in Turkey may involve mandatory mediation for certain monetary commercial claims before filing a lawsuit.
Arbitration is often preferred in international sale of goods disputes because it provides neutrality, flexibility, confidentiality and international enforceability. ISTAC provides a model arbitration clause stating that disputes arising out of or in connection with the contract shall be finally settled through arbitration under the Istanbul Arbitration Centre Arbitration Rules.
If enforcement abroad or in Turkey is likely, arbitration may be commercially attractive due to the New York Convention. Turkey applies the New York Convention with reciprocity and commercial reservations.
The dispute resolution clause should not contain contradictions. A common error is to include both “exclusive jurisdiction of Istanbul courts” and “final settlement by arbitration” in the same contract. If arbitration is intended, state courts should be reserved only for interim measures, evidence preservation or enforcement support.
16. Evidence in International Sales Disputes
International sales disputes are evidence-driven. The winning party is often the party with stronger documentation. Important evidence includes the signed contract, purchase orders, order confirmations, invoices, packing lists, bills of lading, airway bills, customs declarations, certificates of origin, inspection reports, photographs, videos, laboratory reports, email correspondence, WhatsApp messages, payment records, SWIFT messages and expert reports.
For Turkish proceedings, foreign-language documents may need certified Turkish translation. If documents are issued abroad, apostille or legalization may be required depending on their use. If electronic correspondence is important, parties should preserve original metadata and avoid relying only on screenshots.
The contract should include a notice clause identifying valid communication methods, addresses, deemed receipt rules and authorized contact persons. A party alleging defect, delay, force majeure or termination should provide written notice in accordance with the contract.
17. Enforcement of Judgments and Awards in Turkey
Winning a dispute is not enough. The final decision must be enforceable against assets. If the debtor’s assets are in Turkey, enforcement strategy should be considered at the contract drafting stage.
Foreign court judgments are not automatically enforceable in Turkey. They generally require recognition or enforcement proceedings under Law No. 5718 before Turkish courts. Foreign arbitral awards may be enforceable in Turkey under the New York Convention and Turkish private international law, subject to limited refusal grounds.
If the counterparty has bank accounts, receivables, inventory, real estate or other assets in Turkey, a Turkish court judgment or enforceable arbitral award may be necessary for collection. Parties should choose dispute resolution mechanisms based not only on neutrality but also on asset location and execution strategy.
18. Practical Drafting Checklist
A strong international sale of goods contract involving Turkey should include:
Clear identification of parties and signatory authority.
Detailed description of goods and specifications.
Quantity, tolerance and quality standards.
Price, currency and payment mechanism.
Delivery term with exact Incoterms 2020 wording.
Risk transfer and insurance obligations.
Customs, import and export responsibility.
Required certificates and product compliance documents.
Inspection and acceptance procedure.
Defect notice periods and remedies.
Force majeure and hardship clauses.
Retention of title or payment security, where appropriate.
Governing law clause addressing CISG.
Jurisdiction or arbitration clause.
Language priority clause for bilingual contracts.
Notice clause and evidence provisions.
Termination rights and post-termination consequences.
Limitation of liability and penalty clauses.
Confidentiality and compliance provisions.
This checklist should be adapted to the transaction. A commodity sale, machinery supply, medical equipment purchase, textile export, food import or construction material delivery may each require different protections.
Conclusion
International sale of goods contracts in Turkey require careful legal planning. They are governed by a multi-layered legal framework including the CISG, Turkish Code of Obligations, Turkish Commercial Code, private international law, customs rules, Incoterms, arbitration law and enforcement mechanisms. A well-drafted contract can prevent disputes, protect payment, allocate customs and delivery risks, preserve evidence and improve enforceability.
For Turkish exporters, foreign buyers and international suppliers, the most important legal issues are applicable law, CISG inclusion or exclusion, description of goods, delivery terms, passing of risk, customs responsibility, payment security, inspection, notice of defects and dispute resolution. Each of these issues should be addressed expressly in the contract.
In international trade, legal uncertainty often becomes financial loss. Goods may be delayed, damaged, rejected, blocked at customs or unpaid. A clear sale of goods contract does not eliminate all commercial risk, but it gives the parties a reliable legal framework for performance, negotiation and enforcement. Companies trading with Turkey should therefore treat contract drafting as an essential part of international risk management, not as an administrative formality.
Frequently Asked Questions
Does the CISG apply to international sale of goods contracts in Turkey?
Yes, the CISG may apply to international sale of goods contracts involving Turkish parties where the Convention’s conditions are met, unless the parties validly exclude it. Turkey signed the CISG on 7 July 2010, and it entered into force for Turkey on 1 August 2011.
Should parties exclude the CISG in Turkey-related sales contracts?
It depends on the transaction. The CISG may provide a balanced international framework, but some parties prefer Turkish domestic law or another national law. The contract should expressly state whether the CISG applies or is excluded.
What should be included in an international sale of goods contract in Turkey?
The contract should include goods description, quantity, quality standards, price, currency, payment terms, delivery term, Incoterms, customs responsibility, inspection procedure, defect notice, remedies, governing law, dispute resolution and enforcement strategy.
Are Incoterms enough to regulate delivery?
No. Incoterms are extremely useful, but they should be supported by exact delivery location, version reference, insurance provisions, customs clauses, documentation duties and consequences of delay or rejection.
Who is responsible for customs clearance in Turkey?
Responsibility depends on the contract and selected Incoterms rule. The parties should expressly allocate import permits, customs duties, VAT, customs broker costs, certificates, storage, demurrage and customs penalties.
Can international sales disputes be resolved by arbitration in Turkey?
Yes. Arbitration is commonly used for international sale of goods disputes involving Turkey. ISTAC, ICC and other arbitration institutions may be selected, provided that the arbitration clause is properly drafted.
Can a foreign judgment or arbitral award be enforced in Turkey?
Yes, but a foreign court judgment usually requires recognition or enforcement proceedings before Turkish courts. Foreign arbitral awards may be enforceable under the New York Convention and Turkish private international law.
What is the biggest risk in Turkey-related international sales contracts?
The biggest risks are unclear delivery terms, weak payment security, insufficient product specifications, missing customs responsibility clauses, failure to address CISG, defective notice of non-conformity and poorly drafted dispute resolution clauses.
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