CISG and Contracts with Turkish Companies

The CISG may apply automatically to international sales contracts involving Turkish companies when the parties have places of business in contracting states, unless the parties exclude it effectively. Many businesses discover this only after a dispute begins.

The CISG is the United Nations Convention on Contracts for the International Sale of Goods. It governs key issues in international sale of goods contracts, including formation, seller obligations, buyer obligations, breach, remedies, damages and avoidance, subject to its scope and exclusions.

Türkiye is a party to the CISG. The Convention applies primarily to contracts for the sale of goods between parties whose places of business are in different contracting states. Turkish domestic law, including the Turkish Code of Obligations and Turkish Commercial Code, may still apply to issues outside the CISG, such as validity, representation, limitation or company authority.

Turkish courts and arbitral tribunals may need to apply the CISG where the Convention governs the contract. In practice, parties often argue domestic Turkish law without addressing the CISG, which can lead to missed arguments on notice, breach, avoidance and damages. This section deliberately avoids invented case numbers. Where a case-specific filing relies on precedent, the relevant Court of Cassation, regional appellate court or Constitutional Court materials should be checked against the current file and date of publication.

The main debate is how the CISG interacts with domestic Turkish contract law. The Convention has its own concepts and should not be replaced by domestic doctrine where it applies. At the same time, gaps must be handled through CISG principles or the applicable domestic law, depending on the issue.

The first questions are whether the contract is for goods, whether the parties' places of business are in different states, whether those states are contracting states or private international law leads to a contracting state, and whether the CISG was excluded.

The CISG includes time-sensitive duties, especially examination and notice of non-conformity under Articles 38 and 39. Limitation periods may be governed by another applicable law unless a relevant limitation convention or domestic rule applies.

The CISG does not itself choose the court or arbitral tribunal. Jurisdiction, arbitration and venue depend on the contract and applicable procedural rules. Turkish courts or arbitral tribunals may apply the CISG if they have jurisdiction.

Important evidence includes the contract, purchase orders, confirmations, delivery documents, inspection reports, complaint notices, photos, expert reports, payment records and correspondence on defects or delay.

Businesses should not assume that choosing Turkish law automatically excludes the CISG. A Turkish-law clause may still include the CISG unless exclusion is clear.

Common mistakes include ignoring the CISG, giving late defect notice, using vague exclusion language, assuming Incoterms replace all CISG rules and failing to document inspection of goods.

Does the CISG apply to services?

Generally no, but mixed contracts require analysis.

Can parties exclude the CISG?

Yes, but exclusion should be clear.

Does the CISG decide jurisdiction?

No. It governs substantive sales issues, not forum selection.

For sales disputes with Turkish companies, checking the CISG is not academic. It can change the arguments on breach, notice, remedies and damages.

The correct legal route in these matters must be determined by reference to the date of the events, the legal position of the parties, the available evidence and the applicable statutory deadlines. Missing a deadline, applying to the wrong authority or presenting evidence in the wrong procedural form may cause loss of rights. You may contact Günser + Partners for an assessment of your matter under current Turkish legislation and court practice.