From Trade Fair to Binding Contract in Türkiye: 10 Legal Checks for Cross-Border Deals
Trade fairs generate speed. A foreign buyer meets a Turkish manufacturer, samples are exchanged, prices are agreed and the first order may be placed within days.
That is exactly when legal gaps appear.
1. Verify the counterparty
Confirm:
- exact legal name;
- trade-registry number;
- registered address;
- signatories;
- authority to bind the company; and
- bank account ownership.
A brand name is not necessarily the contracting legal entity.
2. Define the goods
Specifications should be contractual, not merely visual.
Include:
- technical standards;
- samples;
- tolerances;
- packaging;
- labelling;
- certificates;
- inspection method; and
- acceptance criteria.
3. Make the price complete
Clarify currency, VAT/tax treatment where relevant, freight, insurance, bank charges, tooling, packaging and adjustment mechanisms.
4. Use Incoterms correctly
State the chosen Incoterm and named place precisely.
Do not assume the Incoterm resolves title, payment or all liability issues.
5. Decide when payment is earned
Possible structures include:
- deposit + balance;
- documentary collection;
- letter of credit;
- open account;
- milestone payment; or
- secured structures.
The legal risk differs.
6. Address CISG expressly
Türkiye is a CISG Contracting State.
The parties should decide whether the CISG will apply and draft the governing-law clause accordingly rather than leaving the issue accidental.
7. Quality claims and notice
Set:
- inspection timing;
- defect notice;
- evidence;
- cure/replacement;
- rejection;
- warranty; and
- liability limits.
8. Protect intellectual property and tooling
Where the deal involves private-label goods, designs, moulds or technical files, allocate ownership and permitted use.
9. Choose dispute resolution
State governing law and either court jurisdiction or arbitration with enough detail to be enforceable and operational.
10. Control document hierarchy
Cross-border deals may involve:
- framework agreement;
- purchase order;
- seller terms;
- buyer terms;
- pro forma invoice;
- specification;
- email;
- platform order.
State which document prevails in a conflict.
Frequently asked questions
Is a pro forma invoice a full contract?
Not necessarily. Its legal effect depends on the wider transaction and acceptance.
Can WhatsApp messages be evidence?
They can be relevant, but source evidence and context should be preserved.
Should I sign before the first shipment?
A framework agreement is often most valuable before the commercial relationship becomes routine.
Do Incoterms choose governing law?
No.
Is arbitration always better?
No. Forum choice should reflect transaction value, assets, enforcement and urgency.