International Sale of Goods with Turkish Companies: CISG, Contract Drafting and Dispute Risk
Türkiye is a Contracting State to the United Nations Convention on Contracts for the International Sale of Goods (CISG), which entered into force for Türkiye on 1 August 2011.
For foreign companies buying from or selling to Turkish businesses, this matters because the CISG may govern an international sale even when the parties have not written “CISG” into the contract.
1. When can the CISG apply?
The CISG generally applies to international sales of goods where its jurisdictional conditions are satisfied, including transactions between parties whose places of business are in different Contracting States.
It may also become relevant through applicable private-international-law rules in certain cases.
Nationality is not the key test. The parties’ places of business and the legal structure of the transaction matter.
2. “Turkish law applies” may not exclude the CISG
Because the CISG forms part of the applicable sales-law framework in Türkiye, a clause stating simply that “Turkish law applies” should not automatically be assumed to exclude the Convention.
Parties that want to exclude the CISG should do so clearly. Parties that want the CISG to apply should still address the issues that the Convention does not resolve or that they wish to modify by agreement.
Ambiguity at drafting stage becomes litigation risk later.
3. What the contract should still regulate
Even where the CISG applies, a professionally drafted contract should address:
- exact goods and specifications;
- quantity tolerances;
- Incoterms and delivery location;
- transfer of risk;
- inspection procedure;
- notice of non-conformity;
- testing and acceptance;
- documentary requirements;
- payment mechanics;
- currency and bank charges;
- retention of title where appropriate;
- delay;
- force majeure / hardship;
- intellectual-property issues;
- limitation of liability;
- termination;
- governing law;
- jurisdiction or arbitration; and
- language precedence.
The CISG is not a replacement for commercial drafting.
4. Inspection and notice are critical
Many international-sale disputes turn on whether goods were inspected and whether alleged non-conformity was notified correctly and in time.
A buyer should have an operational process for:
- receiving goods;
- preserving evidence;
- testing;
- documenting defects;
- notifying the seller; and
- protecting mitigation and remedy options.
A commercial team that waits for lawyers only after months have passed may have already created evidentiary problems.
5. Incoterms do not answer every question
Incoterms can allocate delivery obligations, costs and risk in important respects, but they do not replace the whole sale contract.
The parties should still determine questions such as title, payment default, inspection, warranty, remedies, governing law and dispute resolution.
6. Jurisdiction and arbitration should be negotiated before the dispute
Foreign parties often focus heavily on price and specification but leave dispute clauses to boilerplate.
A proper clause should consider:
- court jurisdiction versus arbitration;
- seat of arbitration;
- institution/rules;
- number of arbitrators;
- language;
- interim measures;
- service of process;
- enforcement location; and
- relationship with applicable law.
The best forum depends on where assets, evidence and counterparties are located.
7. Contract language
Bilingual contracts should state which language prevails in case of inconsistency.
Uncontrolled translation can create two different legal meanings. Defined terms, specifications and dispute clauses deserve particular attention.
8. Evidence in a cross-border sale
A dispute file may include:
- signed contract;
- purchase orders;
- pro forma invoices;
- commercial invoices;
- transport documents;
- customs records;
- inspection reports;
- photographs/videos;
- laboratory results;
- emails and messaging;
- bank records; and
- notices of default or non-conformity.
Evidence preservation should begin when the problem first appears.
Frequently asked questions
Is Türkiye a CISG country?
Yes. The CISG entered into force for Türkiye on 1 August 2011.
Can the parties exclude the CISG?
The CISG allows parties to exclude or vary its application within its framework. Drafting should be explicit.
Does choosing Turkish law automatically exclude the CISG?
Not necessarily.
Does CISG cover services?
Its core function is international sale of goods. Mixed contracts require separate scope analysis.
Should we use courts or arbitration?
There is no universal answer. The decision should reflect assets, enforcement, confidentiality, cost, urgency and transaction value.
Official reference
- UNCITRAL — CISG text and status table (Türkiye: entry into force 1 August 2011)