Non-Conformity Claims Against Turkish Suppliers Under the CISG

A foreign buyer facing goods that do not conform to the contract, whether in quality, quantity, packaging or fitness for purpose, can pursue remedies against a Turkish supplier under the CISG, including price reduction, damages, repair, replacement or, in serious cases, avoidance of the contract, but only if the goods were examined and the defect notified within the required timeframe.

Non-conformity under the CISG covers goods that do not match the contract description, are unfit for their ordinary or particularly disclosed purpose, do not match a sample or model, or are not packaged as required. It is one of the most common disputes in cross-border sales with Turkish manufacturers, where quality control and export documentation practices vary between suppliers.

The CISG sets the substantive standard for conformity and the buyer's remedies. It also requires the buyer to examine the goods within as short a period as practicable and to give notice of any lack of conformity within a reasonable time after it was or ought to have been discovered, subject to an overall cut-off of two years from actual handover of the goods unless the parties agreed a different contractual guarantee period. Where the CISG's remedy provisions require supplementation, Turkish Commercial Code No. 6102 rules on commercial sales between merchants may become relevant.

Turkish courts and tribunals applying the CISG in disputes with Turkish suppliers generally require the buyer to show it inspected the goods reasonably promptly given their nature and the circumstances of transport, and that notice specifying the nature of the non-conformity was given without unreasonable delay. Courts assess reasonableness contextually, considering the type of goods, whether the defect was apparent or latent, and the parties' course of dealing.

Commentators and practitioners disagree on how strictly the notice requirement should be enforced against buyers who discover defects gradually or in installments, and on how the "reasonable time" standard should be calculated for goods requiring specialised testing before a defect becomes apparent. Another debated area is the threshold for a "fundamental breach" that would justify avoidance rather than a lesser remedy such as price reduction.

To pursue a non-conformity claim, the buyer generally must show that the goods departed from the contractual description or standard, that it examined the goods within a reasonably short period, and that it gave the seller notice specifying the nature of the non-conformity within a reasonable time thereafter. The buyer should also consider whether the chosen remedy, such as termination, is proportionate to the seriousness of the defect.

Notice of non-conformity should be given as soon as the defect is or reasonably should have been discovered; delay can bar the claim entirely. Separately, any legal action must be brought within the applicable limitation period, which is governed by the law applicable under the forum's conflict-of-laws rules since the CISG itself does not set a general limitation period for bringing claims.

Non-conformity disputes are heard by the court or arbitral tribunal with jurisdiction under the contract or applicable rules, frequently the commercial courts in Türkiye when the Turkish supplier is the defendant, or an arbitral tribunal where the contract contains an arbitration clause.

Essential evidence includes the contract or purchase order describing the required specifications, inspection or testing reports, photographs, expert or surveyor reports, correspondence in which the non-conformity was notified, and records showing when the goods were received and when the defect was discovered. Retaining a sample of the non-conforming goods, where feasible, is often valuable.

A common mistake is delaying notice while attempting informal resolution with the supplier, which can prejudice the buyer's rights if the delay becomes unreasonable. Buyers also frequently underestimate the importance of documenting the inspection process itself, and mistakenly assume that a general complaint, without specifying the nature of the defect, satisfies the CISG's notice requirement.

How quickly must a buyer notify a Turkish supplier of a defect? Within a reasonable time after the defect was or ought to have been discovered, assessed on the specific facts, and in any event generally within two years of the goods' handover unless a longer contractual guarantee applies.

Is a general complaint enough, or must it specify the defect? The notice must specify the nature of the non-conformity with enough detail for the seller to understand and respond to the claim.

Can the buyer reject the goods entirely? Only where the non-conformity amounts to a fundamental breach; otherwise remedies such as price reduction, repair or replacement are more likely to apply.

Does inspection have to happen immediately on arrival? Inspection should occur within as short a period as is practicable in the circumstances, which can vary depending on the nature of the goods and how they are transported.

We assist foreign buyers in documenting non-conformity promptly and correctly, since the strength of a claim against a Turkish supplier often turns less on the existence of the defect itself than on whether inspection and notice were handled in time and in the right form.