Legal and source review date: 4 October 2026. General information only. Matter-specific and later-date checks remain required. No outcome, timing, cost, approval, exemption or tax treatment is assured.
A shipment arrives, the buyer says that the specification is wrong, and the Turkish seller answers that the complaint came too late. The United Nations Convention on Contracts for the International Sale of Goods (CISG) may apply when the parties have places of business in different States and the Convention's connecting rules are met. Nationality and the commercial label chosen by the parties do not decide that question. The analysis starts with the parties, their relevant places of business, the contract date, the counterparty State and the applicable private international law—not with a generic statement that every Turkish export contract is governed by the CISG.
1. Does the CISG govern the transaction?
Article 1 connects the Convention to sales of goods between parties whose places of business are in different States when both States are Contracting States, or when private international law leads to the law of a Contracting State. If only one side is located in a Contracting State, that second route can matter. The contract itself and the dealings known before or at conclusion must reveal the cross-border places of business. Where a party has more than one establishment, the relevant place is the one most closely connected to the contract and its performance; habitual residence is used only when there is no place of business.
Scope must also be tested by subject matter. The Convention excludes the consumer purchases described in Article 2 when the seller neither knew nor ought to have known their consumer purpose. It also excludes specified auction, execution, securities, ship, vessel, hovercraft, aircraft and electricity sales. A contract for goods to be manufactured can remain a sale unless the ordering party supplies a substantial part of the necessary materials. A mixed contract falls outside the Convention when the preponderant part of the supplier's obligations consists of labour or other services. These classifications depend on the transaction's real allocation, not its heading.
The parties may exclude the Convention or vary the effect of most provisions, but the language and surrounding conduct must establish what they agreed. An unqualified choice of the law of Türkiye does not by itself answer every exclusion question, because the CISG forms part of the applicable sales-law framework where its requirements are met. Interpretation looks first to a party's actual intent when the other side knew or could not have been unaware of it, and otherwise to the understanding of a reasonable person in the same circumstances. Negotiations, established practices, later conduct and relevant trade usages all matter.
Form is a separate checkpoint. The Convention generally permits a contract to be concluded and proved without writing, including by witness evidence, and treats telegram and telex as writing for its form provisions. Article 12 limits that freedom where a party has its place of business in a State that has made an Article 96 declaration; the parties cannot derogate from that safeguard. The official status table and depositary declarations therefore need to be checked for every relevant State and the contract date rather than assumed from a present-day summary.
2. Offer, acceptance, standard terms and contract formation
A proposal to identified persons is an offer only when it is sufficiently definite and shows an intention to be bound on acceptance. A public proposal is ordinarily an invitation unless it clearly indicates otherwise. An offer takes effect when it reaches the offeree. A withdrawal can defeat even an irrevocable offer if it reaches the offeree before or at the same time as the offer, while a later revocation must arrive before acceptance is dispatched and is unavailable where irrevocability or protected reliance applies. A rejection terminates the offer when it reaches the offeror.
Acceptance requires words or conduct indicating assent; silence alone is insufficient. It usually takes effect when it reaches the offeror within the fixed or reasonable period, although an established practice or usage may allow acceptance by performance. Article 20 governs the calculation of a stated acceptance period and the limited effect of official holidays. A late acceptance can still operate through the offeror's prompt confirmation, and a letter showing timely dispatch can be effective unless the offeror promptly says that the offer lapsed. An acceptance may itself be withdrawn if the withdrawal arrives no later than the acceptance.
Modified acceptances are a recurring source of disputes. A response containing material additions or limitations is a rejection and counter-offer. Changes concerning price, payment, quality, quantity, place and time of delivery, liability or dispute settlement are identified as material; an immaterial change may become part of the contract unless the offeror objects without undue delay. When purchase orders and confirmations carry different standard terms, the court or tribunal must determine which document was an offer, whether the response altered it, and whether later performance constituted assent. The CISG text does not justify assuming that one party's boilerplate automatically prevails.
After formation, a contract may be modified or terminated by agreement. A written clause requiring written modification ordinarily has effect, yet a party may be prevented from relying on it to the extent the other side relied on its conduct. That makes version control important: retain the signed contract, incorporated terms, specifications, purchase orders, confirmations, change requests and communications showing who accepted what and when. Incoterms or other trade terms should be analysed from their actual wording and incorporation history; the CISG's recognition of agreed practices and applicable usages does not prove that a particular external rule entered the contract.
3. Delivery, documents, price and taking delivery
The seller must deliver the goods, hand over the documents that relate to them and transfer property as the contract and Convention require. Where the agreement does not specify a delivery place, Article 31 distinguishes carriage sales, identified goods at a known location, and the residual rule of placing goods at the seller's place of business. Goods must be clearly identified to the contract. If they are not, the seller must notify the buyer of the consignment. A seller obliged to arrange carriage must make suitable carriage contracts and, when it is not obliged to insure, provide information needed for insurance upon request.
Delivery is due on the contract date, during a determinable contractual period, or otherwise within a reasonable time after conclusion. Documents must be handed over at the time, place and in the form required by the contract. A seller that tenders early may cure documentary or physical deficiencies before the due date if doing so causes no unreasonable inconvenience or expense, while the buyer keeps any damages claim. These rules make the contract's delivery term, document list, documentary-credit conditions and logistics instructions central evidence rather than administrative detail.
The buyer must pay the price and take delivery. It must take contractual and legal steps necessary to enable payment, pay at the seller's place of business or against handover where Article 57 so provides, and pay on the due date without a separate request. Unless the parties chose another sequence, payment may become due when the goods or controlling documents are placed at the buyer's disposal, but the buyer generally need not pay before a reasonable opportunity to examine where the agreed delivery or payment procedure permits it. Taking delivery includes acts reasonably expected to enable delivery and physical takeover.
If a valid contract leaves price unstated, Article 55 points, absent contrary indication, to the price generally charged when the contract was concluded for comparable goods in the trade. Net weight controls when price is fixed by weight and doubt remains. Those default provisions should not be mistaken for an invitation to leave a complex transaction incomplete. Currency, taxes, adjustments, bank charges, documentary conditions and measurement methods should be written clearly, because the Convention's narrow defaults do not resolve every commercial component of price.
4. Non-conforming goods: specification, inspection and notice
Conformity begins with the contract. The seller must deliver the agreed quantity, quality and description in the required packaging. In the absence of a sufficient agreement, Article 35 tests ordinary purpose, a particular purpose made known to the seller where reliance was reasonable, consistency with a sample or model, and usual or adequate packaging. The buyer cannot rely on a defect that it knew or could not have been unaware of when the contract was made. The seller remains responsible for non-conformity existing when risk passes even if it becomes apparent later, and for later defects caused by breach of an obligation or guarantee.
Inspection and notice are distinct steps. The buyer must examine the goods, or have them examined, within as short a period as is practicable in the circumstances. For carriage, examination may be deferred until destination. If goods are redirected or redispatched without a reasonable opportunity to inspect, examination may be deferred to the new destination when the seller knew or ought to have known of that possibility at contract conclusion. The proper inspection method therefore depends on the product, packaging, transport chain, destination, testing protocol and the defect alleged.
A buyer ordinarily loses the right to rely on non-conformity unless it notifies the seller within a reasonable time after it discovered or ought to have discovered the problem and specifies the nature of the defect. There is also an ultimate two-year period from actual handover unless inconsistent with a contractual guarantee. Neither period can be converted into one universal calendar deadline without the delivery, discovery and communication record. A notice saying only that goods are ‘bad’ may leave a specificity dispute; a safer contemporaneous record identifies affected lots, symptoms, quantities, test results and the relief then requested.
Two qualifications matter. The seller cannot rely on the examination and notice provisions when the non-conformity concerns facts it knew or could not have been unaware of and failed to disclose. A buyer with a reasonable excuse for failing to give the required notice may retain the limited remedies identified in Article 44: price reduction or damages other than lost profit. Each rule requires proof of its conditions, and Article 44 does not recreate the full remedies package.
Third-party claims have their own structure. The seller must deliver goods free from third-party rights or claims unless the buyer accepted them subject to that burden. Article 42 provides a tailored framework for industrial-property claims tied to the law of the contemplated place of use or resale, or otherwise the buyer's State, with buyer-knowledge and buyer-supplied-design limits. The buyer must give timely, specific notice of such claims under Article 43, while a seller that knew the claim and its nature cannot rely on the notice default.
5. Buyer remedies, cure, price reduction and avoidance
The buyer's remedies work as a system. For seller breach, the buyer may use the rights in Articles 46–52 and seek damages under Articles 74–77. Selecting one remedy may make another inconsistent, but resorting to a non-damages remedy does not erase the damages claim. A court may not grant a period of grace when the buyer invokes a breach remedy. Specific performance also depends on Article 28: a court is not required to order it unless the court would do so under its own law for a comparable sale outside the Convention.
Performance may be required unless the buyer has chosen an inconsistent remedy. Substitute goods demand more: the lack of conformity must amount to a fundamental breach and the request must accompany the Article 39 notice or follow within a reasonable time. Repair likewise requires a timely request and must be reasonable in the circumstances. Fundamental breach is not a synonym for any defect; it requires detriment that substantially deprives the other party of its contractual expectation, subject to the Convention's foreseeability limitation.
The buyer may fix a reasonable additional period for performance. While that period runs, it generally cannot resort to inconsistent remedies unless the seller refuses, but may keep delay damages. A seller may cure after delivery at its own expense if cure avoids unreasonable delay, inconvenience and uncertainty over reimbursement. A request to cure engages Article 48's response rules. Early tender also permits cure before the due date on the conditions in Article 37. The evidence should show the proposed cure, timing, logistics, cost allocation and the buyer's response.
Avoidance is exceptional. The buyer may avoid for fundamental breach or, for nondelivery, after the seller fails within a properly fixed additional period. Once goods have been delivered, Article 49(2) imposes reasonable-time limits linked to the circumstances stated there. Avoidance requires notice to the other party. Partial defects ordinarily engage remedies for the affected part; the whole contract may be avoided only if the partial failure constitutes a fundamental breach of the entire agreement. Unless Part III expressly provides otherwise, a party that dispatches a communication by appropriate means may rely on it despite transmission delay, error or non-arrival.
Price reduction compares the value of the goods actually delivered at delivery with the value conforming goods would have had at that time. It is unavailable where the seller properly cures under Articles 37 or 48 or where the buyer refuses compliant cure. A buyer may accept or refuse early delivery and may accept or refuse excess quantity; accepted excess is paid at the contract rate. The remedy depends on the defect, commercial purpose, cure, prior elections and reliable valuation evidence.
6. Buyer breach, passing of risk and anticipatory remedies
Where the buyer fails to pay, take delivery or perform another obligation, the seller may require performance and use the remedies in Articles 62–65, unless it has chosen an inconsistent remedy. It may fix a reasonable additional period and retain damages for delay. Avoidance may follow a fundamental breach or failure to pay or take delivery within that additional period, but after payment the seller must observe Article 64(2)'s timing rules. If the buyer fails to provide a required specification, the seller may, after notice and a response period, specify it from known buyer requirements.
Passing of risk determines who bears accidental loss, but it does not decide every breach issue. In a carriage sale, risk generally passes when goods are handed to the first carrier unless the contract requires handover at a particular place; retained documents do not by themselves change that result, and unidentified goods do not pass risk. For goods sold in transit, Article 68 uses contract conclusion as the ordinary point but allows the stated relation back and protects the buyer where the seller knew of loss or damage and failed to disclose it.
Outside the carriage and transit rules, risk passes when the buyer takes over the goods or, after wrongful delay, when goods are placed at its disposal. Delivery at another place and the buyer's knowledge require closer attention, and goods must be identified. Loss after risk passes does not discharge the price obligation unless caused by the seller's act or omission. A fundamental seller breach nevertheless leaves the buyer's breach remedies intact. Contractual trade terms may alter delivery and risk, but their incorporation and exact version must be proved rather than inferred.
A party may suspend performance when it becomes apparent that the other will not perform a substantial part of its obligations because of serious deficiency in ability or creditworthiness, or because of conduct in preparing or performing. A seller may stop goods in transit, but must immediately notify and resume upon adequate assurance. Before performance is due, a party may avoid when fundamental breach is clearly impending; where time allows, reasonable notice must permit assurance, except where the other side has declared nonperformance.
Instalment contracts require a unit-by-unit analysis. Fundamental breach concerning one instalment may justify avoidance of that instalment. Serious grounds for a future fundamental breach may support prospective avoidance within a reasonable time, while interdependent deliveries may connect past and future instalments. The contract's production schedule, acceptance history, quality trend and operational dependence between deliveries therefore matter to the scope of any suspension or avoidance notice.
7. Damages, mitigation, interest and impediments
Article 74 compensates loss, including lost profit, caused by breach, subject to the ceiling of what the breaching party foresaw or ought to have foreseen at contract conclusion in light of known or knowable facts. The claimant must prove causation and amount. Commercial records may include replacement quotations, production stoppage records, customer communications, margin data and reasonable remedial costs. The Convention does not convert a projected business loss into an automatic award, and the same loss should not be counted twice through overlapping remedies.
After avoidance, a reasonable substitute purchase or resale made reasonably and within a reasonable time can support the contract-to-substitute price difference plus further Article 74 damages. Without such a transaction, Article 76 may use the current price at the prescribed place and time, with a different reference where the claimant took over the goods. These formulas still require proof of avoidance, comparison, timing, market and any additional loss. The non-breaching party must take reasonable measures to mitigate, and recoverable damages can be reduced by loss that reasonable measures would have avoided.
Interest is due on price and other sums in arrears without prejudice to damages, but Article 78 does not state the rate. A rate should not be invented from the Convention. The applicable gap-filling methodology, governing domestic law, currency and accrual facts require separate analysis. The same discipline applies to limitation: this research package does not establish a universal CISG limitation period, so the potentially applicable national law and any separate treaty must be identified for the actual claim.
Article 79 may exempt a party from damages to the extent failure resulted from an impediment beyond its control that it could not reasonably have been expected to take into account, avoid or overcome. The provision addresses third persons, duration and notice, and it does not eliminate other remedies. Article 80 separately prevents a party from relying on the other's nonperformance to the extent it caused that failure by its own act or omission. A force-majeure label alone does not establish either provision; chronology, causation, alternatives and notice must be proved.
8. Preservation of goods and the evidence file
When the buyer delays taking delivery—or fails to pay where payment and delivery are concurrent—a seller that possesses or controls the goods must take reasonable preservation steps and may retain them until reimbursed for reasonable expense. A buyer that has received goods and intends to reject them has a corresponding preservation duty. At destination, it may have to take possession where no seller representative is present unless doing so would require payment or cause unreasonable inconvenience or expense.
A party required to preserve goods may place them in a third-party warehouse at the other side's expense unless storage cost is unreasonable. It may sell by appropriate means after unreasonable delay in taking possession, accepting return, paying price or paying preservation expenses, provided reasonable notice is given. Rapid deterioration or disproportionate preservation expense calls for reasonable sale efforts and notice where possible. Reasonable preservation and sale costs may be deducted before the balance is accounted for.
Evidence should be preserved before positions harden: the governing contract set, specifications, samples, production and quality records, packing lists, transport documents, delivery scans, photographs, inspection reports, laboratory material, notices and proof of receipt. Under Turkish procedural law, the party benefiting from the legal consequence of an asserted fact ordinarily bears the burden of proving it unless a special rule changes that result. Technical matters may require expert evidence; the court may use experts for specialised factual knowledge, not for legal conclusions.
The evidence plan should distinguish the condition of goods from the legal consequence. A sample can help establish the promised quality; a qualified technical expert can compare the delivered product with the contract; dated communications can show discovery and notice; carrier and warehouse records can fix custody and risk events. None of those materials alone answers application, jurisdiction or remedy. A reliable file preserves originals, provenance and a readable chronology so each factual proposition can be tested against the relevant CISG rule.
9. Turkish governing law, courts and arbitration
Law No. 5718 recognises an express or unmistakably inferable choice of law for all or part of a contract and permits later change subject to its rules. Without a choice, it identifies the closest-connected law through characteristic performance, while allowing a manifestly closer connection to control. This conflict analysis can lead to the CISG where its requirements are met and can also identify the law governing matters outside the Convention. The applicable-law clause should therefore be read together with any CISG exclusion and the transaction's actual international connections.
Turkish international jurisdiction is generally determined through domestic territorial-jurisdiction rules. For eligible foreign-element obligations disputes, parties may agree in provable writing on a foreign court if the dispute is outside exclusive Turkish jurisdiction; the Turkish-court consequences and protected jurisdictions require Article 47's conditions. No forum conclusion should be drawn without the parties, clause, place of performance, assets and procedural posture. Service, evidence collection, security and interim-relief questions also need their own current procedural assessment.
Arbitration requires the same precision. Under Law No. 4686, an arbitration agreement may cover all or some disputes from a defined legal relationship and must satisfy the statutory writing routes. Its validity is tested under the chosen law or Turkish law absent a choice, and an objection to the main contract does not automatically defeat the arbitration clause. Seeking court interim relief before or during arbitration is not itself inconsistent with arbitration; tribunal powers, security, court assistance and termination consequences follow the statutory framework.
Enforcement is a later and separate stage. A final foreign civil judgment requires an enforcement decision from a competent Turkish court, subject to reciprocity, jurisdiction, public-order and defence-right conditions and service of the petition and hearing. A foreign arbitral award that is final, enforceable or binding is presented to the court identified by Law No. 5718, and refusal is governed by the enumerated party-raised and ex officio grounds. Outcomes depend on the actual judgment or award record; this guide does not predict recognition or enforcement.
10. A disciplined case-assessment sequence
First, freeze the contractual record. Identify every document said to form the agreement, the parties' places of business, the contract date, governing-law and dispute clauses, incorporated trade terms, product description, delivery sequence and payment mechanism. Then verify Contracting-State status and declarations for the relevant date. This prevents an early assumption about CISG application from contaminating the later analysis and exposes whether a writing reservation, mixed contract or excluded sale requires a different route.
Second, construct a performance chronology. Record manufacture, dispatch, carrier handover, delivery, redirection, inspection, defect discovery, notice, cure proposals, payment, preservation and any substitute transaction. This allows counsel to test conformity and risk, the practicability of inspection, notice specificity and timing, cure, additional periods, avoidance, mitigation and price comparisons. No personal deadline should be stated until the evidence fixes the event that starts the relevant period.
Third, match remedy to breach. Ask whether the shortfall is fundamental, whether performance or repair remains reasonable, whether cure was offered, whether part performance can be separated, and whether avoidance was declared by notice. Quantify loss with transaction records and preserve alternative calculations without double recovery. Interest and limitation remain separate gap questions. This sequence is more reliable than beginning with a demanded amount and searching backwards for a legal label.
Fourth, choose the procedural route. Test the forum or arbitration agreement, Turkish jurisdiction rules, available interim relief, technical-expert needs, service and the location of assets. If a judgment or award may need enforcement in Türkiye, plan the record with the statutory enforcement conditions in mind. Procedural strategy remains fact-specific and cannot be settled from the CISG text alone.
11. Contract controls that reduce later uncertainty
A cross-border goods contract can reduce disputes by stating whether the CISG applies, the governing law for excluded matters, the forum, and the relationship between the main contract, purchase orders and standard terms. It should define goods, tolerances, samples, packaging, inspection method, notice channel, cure process, delivery term and payment documents. These clauses do not guarantee a result, but they provide a clearer factual framework for the Convention's formation, conformity, delivery and remedy rules.
Operational teams should follow the same framework. Sales staff need authority rules for offers and changes; logistics teams need a clear handover and identification record; quality teams need agreed testing and retention samples; finance teams need documentary and due-date controls. When circumstances deteriorate, communications should distinguish suspension, a request for assurance, an additional period, cure and avoidance. Each has different conditions and effects under the Convention.
Preservation clauses and protocols also deserve attention where goods are perishable, costly to store or technically sensitive. The parties can identify inspection facilities, storage standards, access for experts and notice contacts without purporting to erase mandatory limits. When a real dispute arises, any contractual protocol must still be tested against the Convention and applicable procedural law.
12. Currentness limits and the next legal review
This research uses nine official-source records in its inventory and six of them supply the 98 operative claim supports used in the article: the official CISG text, the official status and depositary records, Law No. 5718, the Turkish Code of Civil Procedure and the International Arbitration Law. The Turkish Commercial Code and Code of Obligations remain inventoried context sources but are not presented here as support for a specific operative proposition. That distinction avoids inflating the source count or implying that an unused statute proves a claim.
Ten limits remain open: State status and declarations, limitation, the Article 78 rate, Incoterms and standard-term incorporation, forum and interim relief, enforcement, precedent, validity and property effects, inspection and notice dates, and later-date currentness. No judicial holding has been inferred from a search result. Any precedent must be reviewed in its complete, authoritative record before being stated as a holding.
A useful first legal review is therefore document-led. Counsel should receive the complete contract set and chronology before giving a view on application, notice, avoidance or damages, while sensitive records are exchanged through an appropriate secure channel rather than an open initial message. The outcome, timing, recoverability and enforcement of a CISG dispute cannot be guaranteed. Official treaty status, declarations and consolidated Turkish legislation must be checked again for the date relevant to the transaction and any later date on which the analysis is used.
13. Frequently asked questions
No. Application depends on the parties’ relevant places of business, Contracting-State status, any private international law route, the contract date and scope or exclusion issues. Nationality alone is not decisive.
They may exclude it or vary most provisions, but the contract language, negotiations, practices and applicable form rules must be examined. A governing-law clause should be analysed rather than treated as an automatic exclusion.
Article 38 requires examination within as short a period as practicable in the circumstances, with specific rules for carriage, redirection and redispatch. The product and actual logistics record determine what was practicable.
It should specify the nature of the defect and be sent within a reasonable time after discovery or when discovery should have occurred. Delivery, inspection, discovery and receipt evidence are essential.
No. Fundamental breach requires substantial deprivation of the contractual expectation, subject to the Convention’s foreseeability test. The product, purpose, cure and remaining value all require factual analysis.
The Convention permits cure before the due date and, on conditions, after delivery. Timing, unreasonable delay or inconvenience, expense uncertainty and the buyer’s response must be assessed.
No. Article 78 establishes entitlement to interest on sums in arrears but does not state the rate. The method and applicable gap-filling law remain case-specific.
This research does not establish one. Limitation requires separate analysis of the applicable domestic law and any separate treaty for the actual claim.
That depends on the clause, statutory conditions, objections, protected or exclusive jurisdiction, interim-relief posture and the facts. The CISG itself does not decide forum.
Preserve the entire contract set, specifications, samples, production and quality records, transport and delivery documents, inspections, defect evidence, notices and proof of receipt, cure communications, loss records and preservation steps.
Official sources and scope boundaries
Nine source URLs were reachable on 4 October 2026. Eight were byte-identical. The UN Treaty Collection page changed only in its generated “STATUS AS AT” timestamp; the cited treaty record was unchanged. Treaty status, declarations and Turkish legislation require a later-date check.
- CISG official text and explanatory note.
- CISG official overview.
- CISG official status table.
- CISG depositary status and declarations.
- Private International Law and International Civil Procedure Law No. 5718.
- Turkish Commercial Code No. 6102.
- Turkish Code of Obligations No. 6098.
- Code of Civil Procedure No. 6100.
- International Arbitration Law No. 4686.
