International Trade and Arbitration

The matters we handle within the framework of the Law No. 5718 on Private International Law and Procedural Law, the International Arbitration Law No. 4686 and the international conventions to which Türkiye is a party:

• International sale contracts and the application of the Vienna Sales Convention
• Distributorship, agency and supply chain agreements
• Incoterms rules and arrangements on delivery and the passing of risk
• Letters of credit, letters of guarantee and trade finance
• Import and export transactions and export controls
• Anti-dumping, subsidy and safeguard investigations
• Assessments of compliance with economic sanctions
• Drafting of governing law, jurisdiction and arbitration clauses in contracts
• Representation in institutional and ad hoc arbitration proceedings
• Arbitration disputes arising from construction, energy and commercial contracts
• Actions for the setting aside of arbitral awards
• Recognition and enforcement of foreign court decisions
• Enforcement of foreign arbitral awards under the New York Convention
• World Trade Organization law and multilateral trade rules
• Investment arbitration and disputes arising from bilateral investment treaties
• Conflict of laws assessments in disputes with a foreign element

In our work in this field, the Law No. 5718 on Private International Law and Procedural Law, the International Arbitration Law No. 4686, the international conventions to which Türkiye is a party and the foreign law rules that may apply to the specific transaction are taken into account. Our review is not confined to the contract text; the counterparty's country, commercial structure and assets, the delivery model, the payment chain and the likely place of enforcement are assessed together.

We prepare and review international sale and long-term supply agreements, with particular attention to technical standards, quality criteria, the delivery point, transport, insurance, customs formalities, acceptance, warranty, notice of defects and the consequences of delay. The applicability of the Vienna Sales Convention, the matters falling outside its scope, and the precedence between offers, pro forma invoices, order forms, general terms and the main contract are also assessed.

In distributorship, agency, dealership and franchise agreements, territory, exclusivity, sales targets, minimum purchase obligations, online sales, trademark use, non-competition and the consequences of termination are regulated, taking into account mandatory local rules in the target country. In engineering, construction, energy, software, licensing and technology transfer contracts, the scope of work, milestones, change requests, acceptance tests, intellectual property rights and end-of-contract support are addressed.

We assess payment structures based on letters of credit, bank letters of guarantee, documentary collection and escrow accounts, and the consistency of these instruments with the commercial contract. Tariff classification, origin, customs value, licences and quotas, anti-dumping, subsidy and safeguard measures, and compliance with economic sanctions and export controls are reviewed with reference to the beneficial owner, the paying bank, the end user and the possibility of re-export.

We draft governing law, jurisdiction and arbitration clauses that specify the arbitral institution, the applicable rules, the seat, the number of arbitrators, the language of the proceedings and the law applicable to the merits. We also act in institutional and ad hoc arbitration, emergency arbitrator and interim relief applications, actions for the setting aside of arbitral awards, and the recognition and enforcement in Türkiye of foreign court decisions and arbitral awards, including under the New York Convention.

Among the disputes most frequently encountered in practice are claims concerning non-payment, late or non-conforming delivery, defects and the passing of risk, as well as disputes over which document prevails where offers, order forms and general terms conflict. The use of Incoterms abbreviations without specifying the place and version, and notices of defect that are not given in time or in a provable form, frequently weaken a party's position.

Letter of credit and guarantee disputes arise where the commercial contract and the payment instrument are inconsistent, or where discrepancies in dates, quantities, product descriptions or transport details are raised as reservations. An independent bank guarantee and the dispute under the main contract are not of the same legal nature, and the course to be followed where a guarantee is called unfairly depends on the guarantee text, the applicable law and the urgency of the matter.

On the termination of distributorship and agency relationships, remaining stock, pending orders, customer data, domain names, warranty services and compensation claims often become contentious. Sanctions may also suspend payment or performance, and whether a contract may be terminated, performed in an alternative manner or made subject to authorisation is examined with reference to the applicable sanctions regime, the parties, the paying bank and the contractual provisions.

Parallel court and arbitration proceedings arising from inconsistent dispute resolution clauses in connected contracts, actions for the setting aside of arbitral awards on the limited grounds provided by law, and the recognition and enforcement of foreign decisions are also frequently encountered. In enforcement proceedings, the finality of the decision, service, the right of defence, the exclusive jurisdiction of the Turkish courts and public policy are of particular importance.

The process begins with the examination of the entire contract and the transaction chain, including offers, orders and pro forma invoices, the main contract and its annexes, invoices and payment records, letter of credit and guarantee texts, transport, delivery and customs documents, inspection and acceptance reports, correspondence, and notices of termination or defect. Where available, information on the counterparty's known assets and countries of operation is also collected.

Once a chronology of the documents has been established, the applicable law, the competent forum, the state of the evidence, the need for interim protection, the likely costs and the enforceability of any decision are assessed together. Since the place and assets against which a decision can be enforced are as important as the merits, commencing litigation or arbitration without identifying the debtor's assets may not be economically sound.

Where there is a risk that the counterparty may dispose of assets, call a guarantee, misuse confidential information or destroy evidence, emergency arbitrator applications or interim measures and precautionary attachment before state courts are considered. The existence of an arbitration agreement does not in itself preclude recourse to state courts for such relief, and the arbitration clause, the chosen rules and the competent court are assessed together.

In arbitration proceedings, the file is followed through the pre-arbitration assessment, the selection of arbitrators, the statements of claim and defence, document production, expert opinions, hearing preparation, cost analysis and post-award enforcement. Arbitration is not automatically quick or inexpensive; the amount in dispute, the number of arbitrators, translation needs, technical expertise and the scope of evidence directly affect the overall cost.

Proceedings in Türkiye are conducted from our Ankara office, and where steps are required in other countries, coordination is maintained with independent local counsel on a file-by-file basis. The client is regularly informed about the stages of the process, the possible risks and the legal remedies that may be pursued.