Sales Contract
"What are the essential elements of a sales contract under Turkish law?"
Quick Answer
A sales contract generally requires a clear agreement on the goods and the price. In B2B practice, the contract should also define payment terms, delivery and Incoterms, risk and title transfer, inspection and acceptance, warranties and remedies, and dispute resolution. For cross border sales, CISG may apply unless properly excluded.
Legal Basis and When CISG May Apply
Sales contracts are primarily governed by the Turkish Code of Obligations No. 6098. For international sales of goods, the CISG may apply depending on the parties and the transaction structure, unless the parties exclude it in the contract. Aligning Turkish law concepts with international sales practice is key for enforceability.
Key Points to Remember
- Goods and price: define product scope, specifications, quantity, and pricing structure
- Delivery and Incoterms: delivery point, transport, customs responsibilities, and documentation
- Risk and title: state when risk of loss and ownership transfer
- Acceptance and claims: inspection process, notice periods, and remedies for defects
- Payment security: advance payment, LC, bank guarantees, retention of title, set off rules
- Dispute resolution: governing law, jurisdiction or arbitration, language, and service of process
Drafting Checklist for B2B Sales
For B2B sales involving Turkey, focus on operational clauses that reduce disputes: product specs and standards, packaging and labeling, delivery schedule, penalties or liquidated damages (if used), payment terms and currency, interest on late payment, limitation of liability, warranty scope and exclusions, and compliance topics (sanctions, export controls, data sharing if relevant). If you want CISG excluded, do it expressly and align the rest of the contract with the chosen law. Bilingual contracts can work, but define which language prevails in case of inconsistency.
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