German Sellers and Unpaid Invoices From Turkish Buyers: CISG, Enforcement and Attachment

This guide explains why the CISG governs most of these sales, what it leaves to Turkish law, how a Turkish payment order, mediation and the action to annul an objection work, when assets can be attached before judgment, and what the 1929 Turkish-German convention changes for security for costs.

A manufacturer of industrial pumps in North Rhine-Westphalia has supplied a distributor in Gaziantep for four years on 90-day terms. Five euro invoices, together EUR 210,000, are overdue. The distributor still trades and holds stock but has stopped answering. The German credit manager wants to know which law governs, what can be done in Türkiye and in what order.

This guide covers the Turkish side only. Its starting point is that both Germany and Türkiye are parties to the UN Convention on Contracts for the International Sale of Goods (CISG). Our overview for clients in Germany is on the page about a lawyer in Türkiye for clients in Germany.

Does the CISG govern a sale from Germany to a Turkish buyer?

Yes, in most cases. The UNCITRAL status table records the Convention as in force for Germany since 1 January 1991 and for Türkiye since 1 August 2011. Article 1(1)(a) applies the CISG to contracts of sale of goods between parties whose places of business are in different States when those States are Contracting States, so a seller based in Germany and a buyer based in Türkiye meet the test without any conflict-of-laws analysis. The parties may exclude the Convention or vary its effect (Article 6); silence in the contract is not an exclusion.

• Place of business, not nationality. Neither the nationality of the parties nor the civil or commercial character of the parties or the contract is taken into consideration (Article 1(3)).
• Route (b) is not needed. Germany’s declaration on Article 1(1)(b) does not come into play, because route (a) already covers a German-Turkish sale.

Turkish law gives the Convention priority directly: the Turkish Private International and Procedural Law Act (MÖHUK, Law No. 5718) keeps the provisions of international conventions to which Türkiye is a party unaffected (Article 1(2)). Sellers in the United Kingdom, which has not joined the CISG, start from a different question, explained in the UK version of this guide.

What the CISG settles for the unpaid price, and what it leaves to other law

The buyer must pay the price and take delivery as required by the contract and the Convention (Article 53), and it must pay on the date fixed by or determinable from the contract and the Convention without the need for any request or formality on the seller’s part (Article 59).

If the buyer answers the demand with complaints about the goods, the Convention’s notice rules come first. The buyer must examine the goods within as short a period as is practicable (Article 38(1)). It loses the right to rely on a lack of conformity if it does not give notice specifying its nature within a reasonable time after it discovered it or ought to have discovered it (Article 39(1)), and in any event if no notice is given within two years of actual handover, unless that limit is inconsistent with a contractual guarantee period (Article 39(2)). Our guide on notice of defect in commercial sales compares these rules with Turkish domestic law.

The Convention governs only the formation of the contract and the rights and obligations of seller and buyer, and it is not concerned with the validity of the contract or with the effect of the contract on the property in the goods (Article 4). Questions it governs but does not expressly settle are decided by its general principles or, failing those, by the law applicable under the rules of private international law (Article 7(2)). Before a Turkish court, that law is found through MÖHUK Article 24:

• The contract is governed by the law the parties chose expressly, and a choice that can be understood without doubt from the terms of the contract or the circumstances is also valid (Article 24(1)).
• Without a choice, the law most closely connected with the contract applies. For contracts concluded in the course of commercial or professional activity, that is taken to be the law at the place of business of the party owing the characteristic performance, unless all the circumstances show a closer connection with another law (Article 24(4)). In a sale, Turkish legal writing generally treats the seller as that party, which can lead to German law.

Where German law applies, the Turkish judge applies it of the court’s own motion and may ask the parties for help with its content (MÖHUK Article 2(1)); if it cannot be established despite all research, Turkish law applies (Article 2(2)). A clause choosing “German law” is generally read as not excluding the CISG by itself, since the Convention is in force in Germany. A seller that wants the BGB rules on sale should say in its terms that the CISG is excluded.

Interest, currency and limitation

Interest. Under Article 78, a party that fails to pay the price or any other sum in arrears owes interest on it, but the Convention states no rate. Where Turkish law supplies it, two provisions are relevant. Between commercial enterprises supplying goods or services, a debtor that misses the agreed payment date is in default without a reminder (TTK, Law No. 6102, Article 1530(2)) and owes interest even if none was stipulated (Article 1530(3)), at the rate the Central Bank of the Republic of Türkiye announces each January where no rate was agreed (Article 1530(7)). For foreign-currency debts, Article 4/a of Law No. 3095 provides that, where the contract does not stipulate a higher contractual or default rate, interest runs at the highest rate that state banks pay on one-year deposit accounts opened in that currency. Which provision governs a euro claim is assessed on the file.

Currency. If Turkish law governs and the contract has no “aynen ödeme” clause, a debtor that misses the due date may be asked to pay in euro or in Turkish lira at the rate of the due date or of the actual payment date (TBK, Law No. 6098, Article 99).

Limitation. The CISG contains no limitation period for the price; the two-year rule in Article 39(2) concerns the buyer’s notice of non-conformity. Neither Germany nor Türkiye is listed in the UNCITRAL status table of the 1974 New York Convention on the Limitation Period in the International Sale of Goods. Limitation therefore follows the law applicable under MÖHUK Article 24. Under Turkish law, every claim is subject to ten years unless the law provides otherwise (TBK Article 146), and Article 147 lists claims subject to five years, such as periodic payments and claims under mandate, commission and agency contracts. Our guide on limitation periods for commercial debts explains when the period starts and how it is interrupted.

Recovering in Türkiye step by step

For the pump manufacturer, whose terms contain neither an arbitration clause nor a choice of court, a typical Turkish sequence runs as follows.

1. The enforcement request. Recovery usually opens with enforcement without a judgment (ilamsız takip) before a Turkish enforcement office under the Enforcement and Bankruptcy Law (İİK, Law No. 2004). The request may be made in writing, orally or electronically (Article 58). A creditor living abroad gives an address in Türkiye, and a euro claim is stated in Turkish lira with the date of the exchange rate used. On venue, İİK Article 50 applies the civil procedure rules by analogy, and under HMK (Law No. 6100) Article 6(1) the general venue is the defendant’s domicile.
2. The payment order. The enforcement officer issues a payment order (ödeme emri) warning the buyer to pay the debt and costs within seven days and to declare within the same period any objection to all or part of the debt or to the creditor’s right to enforce (Article 60).
3. The objection. The buyer must notify its objection to the enforcement office, by petition or orally, within seven days of service (Article 62). An objection to part of the debt must state clearly which part and how much, or it is treated as not made. A timely objection stops the enforcement; after a late one, enforcement continues for the whole claim at the creditor’s request, and after a partial one it continues for the amount accepted (Article 66).
4. Mediation. A dispute arising from matters connected with both parties’ commercial enterprises is a commercial case (TTK Article 4(1)) for the commercial court of first instance (Article 5(1)). In commercial cases whose subject is a sum of money, namely claims for payment, compensation, annulment of an objection, negative declaratory actions and restitution, an application to a mediator before the action is a precondition of the action (Article 5/A(1)). The mediator has six weeks from appointment, extendable by at most two weeks in compelling cases (Article 5/A(2)). The parties may attend through their lawyers (Law No. 6325, Article 15(6)), and limitation stops and forfeiture periods do not run until the final report (Article 18/A(15)). An action filed without the application is dismissed on procedure (Article 18/A(2)). Where the parties have an arbitration agreement, these rules do not apply (Article 18/A(18)).
5. The action to annul the objection. The creditor may sue within one year of notification of the objection, proving its claim under the general rules (İİK Article 67(1)). If the objection is found unjustified, the court orders the buyer, at the creditor’s request, to pay appropriate compensation of not less than twenty percent of the sum awarded; a creditor whose enforcement is found unjustified and in bad faith faces the same on the sum rejected (Article 67(2)). After the year, the right to sue for the claim under the general rules remains (Article 67).
6. The shorter route. If the enforcement rests on a document containing an acknowledgment of debt whose signature is admitted or certified by a notary, or on a receipt or document issued by an official authority within its powers and in due form, the creditor may ask the enforcement court to remove the objection within six months of being notified of it (Article 68(1)); an invoice issued by the seller alone does not, on the wording of that provision, fall within this description.

A settlement signed by the lawyers and the mediator in a commercial dispute counts as a document having the nature of a judgment without an annotation of enforceability, unless a statute requires one (Law No. 6325, Article 18(4)). Where the buyer paid with cheques or bills that were dishonoured, the special procedure for negotiable instruments under İİK Articles 167 to 169 is also available.

Payment order, debt action or interim attachment: comparing the routes

Freezing the buyer’s assets before judgment

If the distributor starts moving stock to a related company, the remedy is interim attachment; see our guide on interim attachment for foreign creditors.

• Which claims. The creditor of a money debt that has fallen due and is not secured by a pledge may have the debtor’s movables and immovables, held by it or by third parties, and its receivables and other rights attached (İİK Article 257(1)). A debt not yet due qualifies only if the debtor has no fixed domicile or, to escape its obligations, prepares to hide or remove its assets or to flee, flees, or carries out fraudulent transactions harming the creditor (Article 257(2)).
• Evidence and security. The creditor must give the court evidence that persuades it of the claim and, where needed, of the grounds for attachment (Article 258). It is liable for all loss the debtor and third parties suffer if the attachment proves unjustified and must give security; no security is sought where the claim rests on a judgment, and for a document having the nature of a judgment the court decides (Article 259).
• Ten days, then seven. Execution must be requested within ten days of the decision, or the order lapses by itself (Article 261). If the attachment came before any enforcement or action, the creditor must start enforcement or sue within seven days of the attachment, or of service of the report if it took place in its absence (Article 264(1)).
• The buyer’s challenge and conversion. A debtor not heard may object within seven days on the grounds, jurisdiction and security (Article 265(1)). If the buyer does not object to the payment order in time, or its objection is finally removed or annulled, the attachment becomes an executive attachment by itself (Article 264, last paragraph).

Security for costs and the 1929 Turkish-German convention

Under MÖHUK Article 48(1), foreign individuals and legal entities that sue or join proceedings before a Turkish court, or start enforcement, must give the security the court fixes for the costs and the other side’s loss; Article 48(2) has the court exempt them on the basis of reciprocity.

Germany and Türkiye dealt with this in a convention on legal relations in civil and commercial matters, signed in Ankara on 28 May 1929 and approved in Türkiye by Law No. 1622 (Official Gazette of 4 June 1930, No. 1511).

• Article 1. Nationals of each state receive in the other the same judicial protection as local nationals and may apply to the courts freely, under the same formalities and conditions.
• Article 2. A national of either state who is a claimant or intervener before the courts of one of them, provided he is domiciled in the territory of one of the two states, cannot be required to give any guarantee or deposit, under whatever name, because he is a foreigner or has no domicile or residence in the forum state; the same applies to payments demanded to secure court costs.

For a German national domiciled in Germany or Türkiye who sues before a Turkish court, Article 2 removes the MÖHUK Article 48 security where the convention is applied, and MÖHUK Article 1(2) then gives it priority. We have not found an official current status record for this 1929 convention, so its continued application is checked on the file. The text has two limits. It speaks of nationals (tebaa) and does not mention companies, so a GmbH or AG should prepare to show reciprocity under MÖHUK Article 48(2) and budget for security. And it covers security demanded because the claimant is a foreigner or lacks a domicile in the forum; the attachment security of İİK Article 259 is required of every creditor, Turkish or foreign, and Article 2 does not, on its wording, remove it. The 1929 convention does not provide for the enforcement of judgments in general.

Choosing the forum: Turkish courts, German courts or arbitration

A Turkish court. Merchants and public legal entities may agree that one or more courts will hear an existing or future dispute between them, and unless they agree otherwise, the action can then be brought only there (HMK Article 17).

A German court. Where jurisdiction by place is not determined on an exclusive basis, the parties to a dispute with a foreign element arising from obligations may agree on a foreign court; the agreement is valid if proved by written evidence, and the competent Turkish court then hears the case only if the foreign court declines jurisdiction or no objection to jurisdiction is raised (MÖHUK Article 47(1)). The jurisdiction set by Articles 44 to 46 cannot be removed by agreement (Article 47(2)). If the seller sues in Türkiye despite such a clause, the buyer can object to jurisdiction on the basis of it. A German judgment that is final under German law is executed in Türkiye only after a Turkish enforcement decision (MÖHUK Article 50(1)), and reciprocity is one of the conditions (Article 54(1)(a)); see our guide on enforcing a German court judgment in Türkiye.

Arbitration. According to the UNCITRAL status table, the 1958 New York Convention has been in force for Germany since 28 September 1961 and for Türkiye since 30 September 1992. Türkiye applies it only to awards made in another Contracting State and to differences arising from legal relationships considered commercial under its national law, so an award made in Germany qualifies on the first point. See our guide on enforcing foreign arbitral awards in Türkiye.

Turkish deadlines a German seller should diarise

What to gather in Germany before instructing a Turkish lawyer

• the contract or framework agreement, purchase orders, order confirmations and the version of your general terms (AGB) the buyer received, with evidence of how they became part of the contract;
• the invoices, statement of account, bank statements, any signed balance confirmation and CMR notes or delivery notes;
• the buyer’s emails, letters and messages accepting the balance, promising payment or complaining about the goods;
• a current Handelsregister extract and evidence of who may sign for the company.

A party relying on a document in a foreign language must file a translation, and the court may call for an official translation (HMK Article 223). The power of attorney can be signed at a Turkish consulate in Germany or before a German notary and then apostilled, as explained in our guide on a power of attorney and apostille from Germany for Türkiye. Without express authority, a lawyer may not, among other things, settle, lift an attachment, make an arbitration agreement, apply to alternative dispute resolution or release the other side (HMK Article 74), so a power for a recovery file lists these acts.

Working on a recovery file with Lex Lata from Germany

Sellers in Germany instruct Lex Lata on the Turkish side of a recovery: enforcement, mediation, actions to annul an objection, interim attachment, concordat claims and the enforcement of German judgments and awards. The advice covers Turkish law; German law questions go to a Rechtsanwalt. Papers arrive by email, the authority is signed in Germany, and correspondence runs in English or Turkish. The commercial debt collection practice page describes this work, and the guide to debt collection and enforcement in Türkiye gives a wider overview. Messages reach us through the contact page.