Choice of Law Clauses in Turkish Sales Contracts: Do They Exclude the CISG?

A clause simply stating that "Turkish law governs" a sales contract with a Turkish company usually does not exclude the CISG, because the CISG is itself part of Turkish law for contracts within its scope, so parties who genuinely want to apply only Turkish domestic sales law need a clause that expressly excludes the CISG.

Choice of law clauses are meant to give parties certainty about which legal rules govern their contract. In cross-border sales with Turkish companies, this is complicated by the fact that the CISG applies automatically whenever its own conditions are met, so a generic reference to "Turkish law" is often read as including the CISG rather than displacing it.

Since Türkiye is a CISG contracting state, the CISG forms part of Turkish law applicable to qualifying international sales contracts, taking precedence over general Turkish domestic sales rules for matters within its scope. The CISG itself permits parties to exclude its application, in whole or in part, but this generally requires clear language, not just a routine choice-of-law clause naming Türkiye. Turkish private international law under the Code of International Private and Procedural Law (MOHUK) No. 5718 governs how choice-of-law clauses are given effect more broadly, including in situations where the CISG does not apply at all.

Turkish courts and arbitral tribunals applying the CISG generally hold that a clause selecting Turkish law does not, by itself, exclude the CISG, since the CISG is part of the very Turkish law that has been chosen. Courts look for clear indications that the parties intended to displace the CISG, such as an express exclusion clause or a specific reference to a particular domestic statute to the exclusion of international conventions.

There is ongoing debate about how explicit an exclusion needs to be, and whether references to specific domestic provisions inconsistent with the CISG can be read as an implicit exclusion. Practitioners generally advise against relying on implicit exclusion, given the uncertainty, and instead recommend addressing the question directly in the contract.

Where a dispute turns on whether the CISG or purely domestic Turkish sales law applies, the tribunal will examine the actual wording of the choice-of-law clause, any other clauses referencing specific statutes, and the surrounding negotiation history, to determine the parties' true intention regarding exclusion of the CISG.

There is no separate deadline for raising a choice-of-law argument beyond the general procedural deadlines for pleading and evidence in the underlying dispute; however, the argument should be raised early, since it can affect which substantive rules, remedies and limitation periods apply to the whole case.

The court or arbitral tribunal with jurisdiction over the substantive dispute also decides the preliminary question of whether the CISG or Turkish domestic sales law governs, as this is treated as part of determining the applicable substantive law.

The governing document is the contract itself, including its choice-of-law and any exclusion clauses, together with any negotiation correspondence or drafts that might shed light on the parties' intentions. Evidence of a course of dealing consistent with either the CISG or purely domestic law can also be relevant.

A frequent mistake is assuming that naming Turkish law automatically means only the Turkish Commercial Code or Code of Obligations applies; without an express and clear exclusion, the CISG's own rules on formation, conformity, remedies and damages typically continue to apply instead of or alongside domestic sales law. Another mistake is drafting an exclusion clause ambiguously, leaving room for later dispute about its scope.

Does saying "this contract is governed by Turkish law" exclude the CISG? Generally no. Since the CISG is part of Turkish law for qualifying sales, an express and specific exclusion is needed to displace it.

How should parties draft a clause to genuinely exclude the CISG? The clause should clearly state that the CISG does not apply and that the contract is governed exclusively by Turkish domestic law, such as the Turkish Code of Obligations or Turkish Commercial Code.

Why would a foreign party want to keep the CISG rather than exclude it? The CISG offers internationally familiar, often more flexible, rules on formation, conformity and remedies that many foreign parties prefer over unfamiliar domestic law.

Can the CISG be partially excluded, for example only its remedy provisions? Yes, the CISG permits parties to derogate from or vary many of its provisions, so a partial and specific exclusion is possible if clearly drafted.

We draft and review choice-of-law clauses in contracts with Turkish counterparties to ensure they achieve what the client actually intends, whether that is retaining the CISG's international framework or deliberately opting into purely Turkish domestic sales law.