Commercial Contract Review in Turkey
A foreign company does not always need a contract rewritten from zero. A focused review can identify the provisions that create Turkish-law, commercial or enforcement risk before the agreement is signed.
Review Scope
We review global templates, Turkish counterparty paper, supplier and customer agreements, distribution, agency, manufacturing, framework, service, procurement, sale-of-goods, NDA, settlement, amendment and renewal documents.
Red-Flag Analysis
Our review considers authority, scope, delivery, acceptance, price, tax, currency, payment security, warranties, defects, indemnities, liability caps, insurance, confidentiality, IP, data, exclusivity, force majeure, hardship, termination and enforcement.
Deliverable Options
Choose a tracked redline, a risk-ranked report, a negotiation package with fallback positions or a clean execution version after negotiations.
Execution Risk
We connect contract wording with signatory authority, annexes, language, notices, evidence, payment mechanics and the dispute forum that will matter if performance breaks down.
Send us the contract
We can identify the Turkish-law and commercial issues, rank the risks and propose the next drafting or negotiation step.
Send a Contract for Review
Localising Global Contracts for Turkey
A global template provides consistency across a multinational group, but it should not be assumed to work in Turkey merely because the commercial deal is similar. We identify the Turkish legal layer that translation alone cannot solve.
Turkey-Layer Review
We review the Turkish entity, corporate authority, signatory structure, contract language, mandatory Turkish-language rules, currency and payment rules, invoice mechanics, tax drafting, KEP, security, penalty clauses, force majeure, hardship, agency or distribution exposure, competition law, KVKK, customs responsibilities, IP and enforceability.
Translation Is Not Localisation
Translation asks what a clause says in Turkish. Localisation asks what the clause does under Turkish law, how it will operate in practice and what evidence will be available if the relationship fails.
Execution Draft
We preserve the global commercial structure where possible and change the areas requiring Turkish adaptation, producing a Turkey-localised execution draft.
Commercial Contract Drafting and Negotiation
Where the transaction begins without an appropriate template, we draft the agreement around the commercial workflow. Before drafting, we identify the parties, deliverables, payment structure, milestones, operational dependencies, regulatory requirements, acceptance mechanics, security, IP, data flows, dispute forum and enforcement priorities.
Draft Around the Deal
Our drafting work includes short-form agreements, master agreements, schedules, statements of work, purchase-order structures, service levels, technical annexes, pricing schedules, compliance schedules, guarantees, amendment protocols and termination or settlement documentation.
Negotiation Support
We prepare issue lists, priority rankings, fallback language, negotiation calls, counterparty correspondence, internal decision notes, executive summaries, revised redlines, risk-acceptance notes and final execution reviews.
Must Have / Should Have / Tradeable
We separate material legal protections from workable alternatives, tradeable terms and business decisions that management may accept after understanding the economics.
Clarity at the Handover
The objective is not maximum length. It is maximum clarity at the points where money, performance and risk change hands.
Need support in a contract negotiation?
We can turn the redline into a prioritised negotiation position with fallback language and clear escalation points.
Support a Contract Negotiation
Distribution and Agency Agreements in Turkey
Distribution is a common route for foreign manufacturers and brands entering the Turkish market. A distributor normally buys and resells in its own name and for its own account; a commercial agent acts as an independent intermediary and is specifically regulated by the Turkish Commercial Code.
Distribution Agreements
We cover exclusive or non-exclusive appointment, territory, channels, online sales, marketplaces, key accounts, targets, forecasts, inventory, pricing, marketing, brand use, sub-distributors, import responsibility, customs, conformity, warranty, recalls, reporting, audit, competition, term, termination, sell-off and remaining inventory.
Commercial Agency
We advise on appointment, authority, territory, commission, customer ownership, reporting, expenses, exclusivity, competing products, sub-agents, confidentiality, notice, termination, post-termination obligations and non-compete terms.
Exit Exposure
Article 122 of the Turkish Commercial Code creates a potential goodwill or portfolio indemnity for qualifying agents. In appropriate cases, the framework may also apply to exclusive distributorships and similar continuing monopoly-type relationships.
Supply, Procurement and Manufacturing Contracts
Supply contracts need operational precision. For cross-border supply, we coordinate contractual terms with customs and import requirements where Turkey is the destination or production location.
Supply and Procurement
We draft and review specifications, purchase orders, forecasts, minimum orders, lead times, capacity, pricing, delivery, Incoterms, title, risk transfer, inspection, acceptance, testing, certificates, defects, rejection, replacement, recalls, warranties, audit, continuity, force majeure, indemnity, insurance and termination.
Manufacturing, OEM and Private Label
We support manufacturing, OEM, private-label, toll, component and contract-manufacturing arrangements, including tooling, BOM, samples, capacity, quality control, laboratory testing, pre-shipment inspection, change control, IP, know-how, export documents, milestones, delay, indemnity and termination.
Quality-Control Workflow
If payment depends on laboratory reports, inspection reports, production milestones or loading supervision, those documents should be expressly linked to payment and acceptance provisions.
International Sale of Goods, CISG and Contract Language
Türkiye has been a Contracting State to the CISG since 1 August 2011. The Convention may apply to qualifying international sales involving Turkish businesses unless excluded or otherwise inapplicable. The parties should decide deliberately whether to apply or exclude it.
International Sales
We review product description, quantity, price, payment, documentary requirements, delivery, risk, title, inspection, conformity, defects, notice, cure, replacement, damages, force majeure, hardship, avoidance and dispute resolution.
Incoterms Do Not Replace the Contract
An Incoterm allocates delivery-related cost, risk and responsibility. It does not replace provisions on title, payment, conformity, warranties, liability, regulatory compliance or remedies.
English and Bilingual Agreements
Law No. 805 creates Turkish-language requirements in specified contexts. We assess the parties, transaction, authority submissions, prevailing version, signing mechanics and evidence before recommending English-only or bilingual execution.
Payment Security, Guarantees and Liability Allocation
A contract with strong liability wording can still be commercially weak if payment is unsecured. The transaction structure should answer what happens if the counterparty performs badly, refuses to pay or becomes financially distressed.
Payment Security
We structure advance payments, deposits, milestones, documentary conditions, retention, deferred payment, credit periods, set-off, withholding, default interest, suspension rights and release conditions.
Security tools may include letters of credit, bank guarantees, demand guarantees, standby instruments, parent-company guarantees and security deposits.
Liability Architecture
We review contractual penalties, delay penalties, service credits, indemnities, direct and consequential loss, liability caps, carve-outs, warranties, third-party claims, product liability and insurance.
Penalty and Mandatory Rules
Common-law drafting concepts should not be copied into Turkish contracts without localisation. Turkish mandatory rules can restrict exclusions, especially where intentional or grossly negligent conduct is involved.
NDA, IP, Data and Competition Clauses
Commercial risk often begins before the definitive contract is signed. We prepare and review pre-contract documents and the compliance clauses that allocate regulatory and operational responsibility.
NDAs and Term Sheets
We review mutual and unilateral NDAs, letters of intent, term sheets, memoranda, exclusivity letters and negotiation protocols, including permitted use, recipients, security, return or destruction, residual knowledge, IP and binding provisions.
IP Ownership and Use Rights
Commercial contracts should distinguish background IP, project IP, licensed IP and improvements. We advise on ownership, licences, sublicensing, territory, field of use, know-how, software, work product, enforcement and post-termination use.
KVKK and Compliance
We review controller and processor roles, cross-border transfers, security, incident reporting, deletion, audit, regulatory cooperation, anti-bribery, sanctions, export controls, competition and sector-specific compliance.
Exclusivity and Non-Compete
Exclusive territories, channels, sole sourcing, minimum purchases, online restrictions and non-compete terms should be checked against commercial objective, duration, market position and Turkish competition rules.
Governing Law, Notices and Dispute Resolution
Article 24 of Law No. 5718 generally recognises the law selected by the parties within the applicable statutory framework. The workable choice depends on mandatory Turkish rules, public policy, asset location, counterparty location, enforcement, confidentiality, interim relief, speed and cost.
We assess Turkish law, foreign law selection, regulatory overlays, CISG interaction, dispute forum and enforcement location together rather than treating governing law as boilerplate.
We advise on Turkish courts, foreign courts, ISTAC, ICC or ad hoc arbitration, seat, language, tribunal, interim relief and enforcement strategy.
Certain commercial receivable and compensation claims require mediation before court litigation. The clause and pre-dispute strategy should reflect the actual Turkish procedural path.
For merchants, Article 18/3 of the Turkish Commercial Code identifies notary, registered letter, telegram and registered electronic mail (KEP) using secure electronic signature for specified default, termination and withdrawal notices.
Force Majeure, Termination and Contract Breach
The exit clause should be negotiated before the relationship begins. A dispute should begin with a rights-and-evidence assessment, not an emotional demand letter.
Force Majeure and Hardship
Force majeure addresses events that prevent or materially disrupt performance. Hardship addresses circumstances where performance remains possible but the economic balance changes radically. We review notice, evidence, mitigation, suspension, renegotiation, price adjustment and long-stop dates.
Termination and Renewal
We assess fixed term, automatic renewal, termination for convenience or cause, cure periods, repeated breach, insolvency, change of control, late payment, inventory, transition, confidential information, data, IP, security release and dispute preservation.
When Performance Stops
We advise on non-payment, defective goods, delayed delivery, failed milestones, warranty breach, exclusivity breach, unauthorised termination, refusal to accept goods, misuse of IP and post-termination competition.
Notice Before Action
We can prepare a notice of breach, reservation-of-rights letter, payment demand, cure notice, termination notice, settlement proposal or litigation and arbitration strategy.
Planning to terminate a contract?
Check notice mechanics, cure periods, compensation exposure and evidence before the notice is sent.
Assess the Contract Exit
Portfolio Audits and Contract Due Diligence
Growing businesses accumulate contract risk gradually. Different departments use different templates, expired contracts continue informally, auto-renewals are missed and payment security weakens.
Contract Portfolio Audit
We map active agreements, templates, amendments, renewal dates, termination windows, governing laws, dispute clauses, payment security, liability, data, IP, exclusivity, counterparties, signatures, annexes and historic side letters.
M&A Contract Due Diligence
We review material customers, suppliers, distributors, agents, manufacturers, licensing, change of control, assignment, exclusivity, minimum commitments, termination, guarantees, disputes, side letters and consent requirements.
Ongoing Contract Counsel
We support customer and supplier contracts, amendments, procurement, distribution, agency, manufacturing, services, negotiations, playbooks, deviations, notices, renewals and commercial disputes for Turkish operations.
Contract Management in Turkey After Signing
For an international business operating through a Turkish subsidiary, distributor or supplier network, contract management means keeping signed terms usable throughout the relationship. We can turn a portfolio review into an obligation and renewal register: who must deliver each item, the evidence required, notice addresses and methods, payment or price-adjustment triggers, renewal dates and termination windows. When the commercial deal changes, we document amendments and check whether the original approvals, guarantees and dispute provisions still work.
Typical outputs are a contract matrix, a risk-ranked list of approaching decisions, a notice and amendment plan, and updated drafting for the contracts that need action. This helps legal, procurement and sales teams act before a missed notice or informal change becomes a dispute.
From Commercial Deal to Executable Contract
We identify the business model, counterparty, payment structure, performance obligations and main commercial risks.
We review contract type, mandatory rules, language, regulatory requirements, payment issues, dispute forum and enforcement considerations.
We prepare a new agreement or mark up the counterparty or global form.
We separate critical legal points from commercial decisions and create fallback positions.
We confirm agreed drafting, annexes, signatory authority, language and execution mechanics, then remain available for amendments, notices, renewal, breach, termination and dispute strategy.
What You Receive
Depending on the engagement, deliverables may include:
Review and Negotiation
Contract redline, clean execution draft, red-flag risk report, negotiation issue list, fallback language, commercial contract checklist and negotiation support.
Contract Families
Distribution, agency, supply, manufacturing, private-label, master service, framework, international sale, NDA and term-sheet documentation.
Risk and Security
Payment-security package, guarantee review, limitation-of-liability matrix, contract termination review, notice of breach and dispute-clause recommendation.
Portfolio and Transactions
Contract portfolio matrix, M&A contract due diligence report, Turkish-law localisation and ongoing contract-support model.
Commercial Contract Counsel for International Businesses
We advise multinational companies, foreign investors, Turkish subsidiaries, exporters, importers, manufacturers, distributors, suppliers, procurement teams, technology and SaaS businesses, e-commerce businesses, automotive, food, consumer-product, logistics, healthcare, hospitality, professional-service and regulated-product companies, startups, scale-ups, founders, investors, M&A teams and foreign counsel.
Legal review is especially valuable before appointing a Turkish distributor or agent, giving exclusivity, signing a long-term supply arrangement, moving production to a Turkish manufacturer, paying a significant advance, relying on a guarantee, using a global template, executing only in English, selecting foreign law, excluding CISG, accepting uncapped liability, allowing automatic renewal, sending a termination notice, transferring know-how under an NDA or taking action after breach.
Frequently Asked Questions About Commercial Contracts in Turkey
Direct answers to common questions about drafting, review, localisation, negotiation, payment, termination and disputes.
The Turkish Code of Obligations No. 6098 provides the principal general contract framework. The Turkish Commercial Code No. 6102 adds rules relevant to merchants, commercial transactions and specific relationships such as commercial agency.
Often as a starting point, but it should be reviewed for Turkish mandatory rules, language, notices, payment, regulatory obligations, termination and dispute resolution.
In cross-border contractual relationships, Article 24 of Law No. 5718 generally recognises party choice of governing law, subject to mandatory rules, public policy and other conflict-of-laws limitations.
Yes, potentially. Türkiye has been a CISG Contracting State since 1 August 2011, and the Convention may apply to qualifying international sales unless excluded or otherwise inapplicable.
A distributor normally purchases and resells products in its own name and for its own account. A commercial agent acts as an independent intermediary on behalf of a principal and is specifically regulated by the Turkish Commercial Code.
Potentially. Article 122 of the Turkish Commercial Code provides a goodwill or portfolio indemnity mechanism where the statutory conditions are satisfied, and the claim cannot be waived in advance.
Depending on the transaction, tools may include advance payment, milestones, bank guarantees, letters of credit, parent guarantees, documentary conditions, suspension rights and default remedies.
Contractual penalties are recognised under Turkish law, but drafting and enforceability should be reviewed against the Turkish Code of Obligations, merchant status and the specific commercial context.
Force majeure usually addresses events that prevent or seriously disrupt performance. Hardship addresses circumstances where performance remains possible but the economic balance changes radically. Article 138 of the Turkish Code of Obligations may provide an adaptation framework in qualifying cases.
Certain Turkish commercial claims involving receivables and compensation are subject to mandatory mediation before litigation. The exact procedural requirement should be checked against the claim.
For specified default, termination or withdrawal notices, Article 18/3 identifies notary, registered letter, telegram and secure-electronic-signature use through registered electronic mail (KEP). The contract’s own notice clause should also be reviewed.
Where instructed, our commercial-contract lawyers can support negotiations, prepare redlines and fallback language, and communicate with the counterparty or its counsel.