Turkey is a signatory to the CISG. To the extent the CISG does not apply, Article 207 of the Turkish Code of Obligations provides the key definition of a sales contract as follows:
- A sales contract is a contract under which the seller of a thing undertakes to transfer possession and ownership of the thing to the buyer, and the buyer undertakes to pay a price in return.
- Unless otherwise agreed in the contract or in the absence of a contrary customary practice, the seller and the buyer are obliged to perform their obligations simultaneously.
- The price that can be determined by taking into account the situation and circumstances shall have the same effect as an agreed price.
Article 208 of the Turkish Code of Obligations provides a general rule on passing of the risk in sales of both movable and immovable properties. The Turkish Code of Obligations then makes a distinction between the rules on sales of movable and immovable properties.
Articles 209 to 236 of the Turkish Code of Obligations first refer to the definition of movable properties in the Turkish Civil Code, then provide rules for sales of movable properties, on, inter alia,
- seller’s obligations, e.g. to transfer the possession, and seller’s default,
- non-conformity of the movable properties that form the object of the sale,
- buyer’s obligations, e.g. to pay the purchase price, and buyer’s default,
- remedies and time limits, etc.
Articles 237 to 246 of the Turkish Code of Obligations provide specific rules that apply only to sales of immovable properties, on, inter alia,
- formal requirements for sales contracts,
- rights of preemption, repurchase and purchase,
- conditional sales, etc.
For B2B sales transactions, the abovementioned provisions are complemented by Article 23 of the Turkish Commercial Code containing specific rules applicable to commercial sales only.
Article 23 of the Turkish Commercial Code provides, inter alia,
- a right to seller to apply to courts for sales of goods in case of buyer’s default,
- specific time limits for merchants to inspect goods for any defects and report them to the seller, etc.
CONTACTS FOR THIS PRACTICE AREA: