CISG and Turkish-Law International Sales Contracts

International sales contracts involving Turkish companies may be governed by the CISG, Turkish law, foreign law or a combination of contract terms and mandatory procedural rules. The applicable framework affects payment claims, delivery disputes, defective goods, notice obligations, remedies, interest and dispute resolution.

A foreign company should not assume that its domestic sales terms will automatically control a transaction with a Turkish buyer or seller. The contract, parties’ places of business, choice-of-law clause, exclusion or inclusion of the CISG, jurisdiction or arbitration clause and performance history must be reviewed together.

Günser + Partners assists foreign suppliers, buyers, distributors and counsel with Turkish-law and CISG issues in international sales disputes.

This service may include:

• Reviewing international sale of goods contracts involving Turkish companies
• Assessing whether the CISG applies
• Checking whether the CISG has been excluded or modified
• Reviewing delivery, inspection, conformity and notice issues
• Assessing unpaid price claims and buyer objections
• Reviewing Incoterms, transport documents and acceptance records
• Evaluating jurisdiction, arbitration and applicable law clauses
• Preparing legal notices and settlement positions
• Filing or defending claims in Turkish courts or coordinating arbitration
• Advising foreign counsel on Turkish-law procedural and enforcement issues

The service is especially relevant for exporters, importers, manufacturers, distributors and trading companies dealing with Turkish counterparties.

The CISG is the United Nations Convention on Contracts for the International Sale of Goods. It provides uniform rules for many international sale of goods contracts between parties whose places of business are in Contracting States or where private international law points to the law of a Contracting State.

Turkey is a CISG Contracting State. Therefore, in the right circumstances, the CISG may apply to a sale of goods contract involving a Turkish company even if the parties did not expressly mention it.

The CISG does not regulate every issue. Validity, property transfer, limitation periods, certain types of goods, procedural matters and enforcement may be governed by other applicable law.

The relevant framework may include:

• The CISG for formation, obligations of seller and buyer, conformity, remedies and damages in covered sales contracts
• Turkish Code of Obligations provisions where the CISG does not apply or does not regulate the issue
• Turkish Commercial Code provisions for commercial books, merchants, invoices and commercial conduct
• Law No. 5718 for private international law, applicable law and jurisdiction issues
• Turkish procedural law if the dispute is heard in Turkish courts
• Arbitration law and international conventions if the contract contains an arbitration clause

The contract must be read carefully. A clause saying “Turkish law applies” may lead to CISG application unless the CISG is validly excluded or the issue falls outside its scope.

In practice, international sales disputes turn on documents and conduct: offer, acceptance, order confirmation, delivery, inspection, notice of defects, communications, invoices, payment records and transport documents.

Courts and tribunals commonly examine whether the buyer gave timely and specific notice of non-conformity, whether the seller delivered the goods agreed, whether the buyer accepted or used the goods, and whether the unpaid price is due.

The CISG does not protect a party that fails to document objections properly. A buyer who complains late or vaguely may lose certain remedies. A seller who cannot prove delivery, conformity or maturity may face difficulties collecting the price.

The most common practical debate is whether the CISG applies by default when the parties selected Turkish law. Many commercial actors believe that choosing Turkish law means domestic Turkish sales law alone. That assumption can be wrong. For an international sale of goods, the CISG may form part of the applicable legal framework unless excluded.

Another debate concerns the relationship between contract terms and CISG remedies. Parties may modify or exclude certain CISG rules, but the wording must be clear. Standard terms, purchase orders and order confirmations may conflict with each other, creating “battle of forms” problems.

A third issue is litigation strategy. A CISG dispute may be argued before Turkish courts or in arbitration depending on the dispute resolution clause. The substantive sales law and the procedural forum must be analysed separately.

A CISG and international sales file should be reviewed through these questions:

• Are the parties’ places of business in different states?
• Are the relevant states CISG Contracting States?
• Does private international law point to the law of a CISG state?
• Has the CISG been expressly excluded?
• Is the transaction a sale of goods covered by the CISG?
• What are the delivery terms?
• Were the goods inspected?
• Was notice of non-conformity given in time and with enough detail?
• Is the price due?
• Did the buyer accept, use, resell or reject the goods?
• What dispute resolution clause applies?
• Are there Turkish enforcement targets?

The CISG contains important notice rules. A buyer relying on non-conforming goods must give notice within a reasonable time after discovering or when it ought to have discovered the lack of conformity. In many cases, there is also an outer two-year period from actual delivery unless inconsistent with a contractual guarantee period.

Limitation periods for filing legal claims may be governed by the applicable domestic law or procedural framework. Therefore, the notice period and the lawsuit limitation period should not be confused.

The starting point may be delivery, discovery of defect, date when defect should have been discovered, invoice maturity, contractual due date, breach notice or termination communication.

The competent forum depends on the contract.

If the contract contains a valid arbitration clause, the dispute may need to be referred to arbitration. If it contains a valid jurisdiction clause, the selected court may be relevant. If there is no effective dispute resolution clause, jurisdiction must be assessed under Turkish procedural law, private international law and any applicable international rules.

If the dispute results in a foreign judgment or arbitral award and the debtor or assets are in Turkey, recognition or enforcement in Turkey may become necessary.

The claimant must prove the facts supporting its claim. In sales disputes, evidence often includes:

• Contract and general terms
• Purchase orders and order confirmations
• Invoices
• Delivery notes
• Bills of lading and transport documents
• Customs documents
• Inspection reports
• Photos, videos and expert reports
• Emails and messages
• Payment records
• Defect notices
• Rejection or acceptance communications
• Warehouse and resale records
• Commercial books and account statements

If documents are foreign-language documents used in Turkish proceedings, sworn translation may be required. Electronic communications should be preserved in a way that protects authenticity and chronology.

In international sales, the legal issue is often hidden inside the timeline. When were the goods delivered? When were they inspected? When was the defect noticed? What exactly did the buyer say? Did the seller offer repair, replacement or discount? Was the price withheld for all goods or only a disputed batch?

For sellers, the key is proving delivery, conformity and payment maturity. For buyers, the key is preserving evidence of non-conformity and giving timely, specific notice.

Günser + Partners reviews the commercial documents and dispute timeline before advising on claim value, forum, settlement leverage or litigation strategy in Turkey.

Common mistakes include:

• Assuming the CISG does not apply because the contract says “Turkish law”
• Failing to exclude the CISG clearly where exclusion is intended
• Giving late or vague defect notices
• Continuing to use or resell goods while claiming rejection
• Filing in court despite an arbitration clause
• Ignoring Incoterms and transport documents
• Treating an invoice as complete proof without delivery evidence
• Failing to preserve communications
• Confusing limitation periods with CISG notice periods
• Overlooking enforcement against Turkish assets

CISG disputes are not won by citing the Convention alone. They are won through a disciplined timeline: contract formation, delivery, inspection, notice, payment, objection and forum.

The parties’ commercial documents usually matter more than their later explanations. A well-prepared file should connect each legal argument to a dated document or communication.