Excluding the CISG in Contracts with Turkish Companies

Parties can exclude the CISG, but they should do so clearly. A clause stating that the contract is governed by Turkish law may not be enough by itself, because the CISG forms part of the applicable law where its conditions are met.

Exclusion of the CISG means that the parties agree the Convention will not govern their international sale of goods contract. They may instead choose domestic Turkish law, another national law or a tailored contract regime, subject to applicable conflict-of-law rules.

CISG Article 6 allows parties to exclude the Convention or vary its effect. Turkish private international law and domestic contract law may determine the law governing issues outside or after exclusion. The dispute-resolution clause determines the forum.

Disputes often arise when contracts contain a general governing-law clause but no express CISG exclusion. Courts and tribunals may interpret such clauses differently depending on wording. Clear drafting avoids unnecessary preliminary disputes. 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 debate is whether choosing the law of a contracting state implies inclusion of the CISG or exclusion in favour of that state's domestic sales law. The safer commercial answer is express drafting: say whether the CISG applies or does not apply.

Parties should identify whether the contract is a sale of goods, whether the CISG would otherwise apply, whether they want to exclude it fully or modify specific provisions, and which domestic rules fill the gap.

Exclusion should be handled before signing. Attempting to exclude the CISG after a dispute begins usually requires agreement and may be strategically impossible.

The court or arbitral tribunal chosen in the contract will interpret the exclusion clause. If the clause is unclear, the forum may need to decide a threshold issue before reaching the merits.

Evidence includes drafts, negotiations, standard terms, purchase orders, confirmations and signed contract text. Battle-of-forms issues may arise where competing standard terms include different CISG positions.

If a foreign supplier wants domestic Turkish law but not the CISG, it should write that clearly. If it wants the CISG, it should still clarify gaps such as limitation, interest rate, jurisdiction and arbitration.

Common mistakes include writing 'Turkish law applies' and assuming the CISG is excluded, using conflicting standard terms, forgetting that purchase orders may incorporate terms and failing to harmonise governing law with arbitration.

Can the CISG be partially modified?

Yes, Article 6 allows variation, subject to the Convention's framework.

Is exclusion always advisable?

No. The CISG may be useful. The point is to decide deliberately.

Should exclusion be in capital letters?

No formal style is universal, but the clause should be clear and visible.

A CISG clause is not boilerplate. For businesses trading with Turkish companies, it can affect inspection duties, remedies, damages and litigation strategy.

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.