Where the CISG applies, Articles 38–39 replace them with a reasonable time. Which regime governs decides whether the claim survives.
A merchant buyer in Türkiye has two days to notify a defect that is obvious when the goods are delivered, and eight days to inspect and notify one that is not — those are the periods in Article 23(1)(c) of the Turkish Commercial Code (Law No. 6102). But if the contract falls within the United Nations Convention on Contracts for the International Sale of Goods, in force for Türkiye since 1 August 2011, those fixed periods do not apply at all: Articles 38 and 39 of the Convention require examination within as short a period as is practicable and notice within a reasonable time. Getting that threshold question wrong is how an otherwise good claim is lost.
The conflict matters because it is easy to miss. A German manufacturer and a Turkish distributor sign a supply agreement that says “governed by Turkish law”. A container arrives, the goods are wrong, and someone checks the Commercial Code, finds eight days, and panics. Or the reverse: everyone assumes the CISG’s “reasonable time” is generous, nobody moves for three weeks, and it turns out the parties had validly excluded the Convention. Both regimes are part of Turkish law. Which one governs is decided before the calendar starts running.
What Article 23(1)(c) of the Commercial Code actually says
Article 23 opens by confirming that, subject to its own special rules, the provisions of the Turkish Code of Obligations (Law No. 6098) on sale and barter also apply to sales between merchants. Subparagraph (c) then sets out the special rule on defects, and it has three limbs rather than the two most summaries give it.
First: where the goods are obviously defective at the time of delivery, the buyer must notify the seller of the situation within two days.
Second: where the defect is not obvious, the buyer is under a duty to inspect the goods, or have them inspected, within eight days of taking delivery, and — if that inspection reveals a defect — to notify the seller within that same period in order to preserve its rights. Note the structure: the eight days are an inspection window, and the notice must be given inside it. The clock does not restart when the inspection happens to be completed.
Third, and most often overlooked: the subparagraph closes by providing that in other cases, Article 223(2) of the Code of Obligations applies. That final sentence is the whole reason the two-day and eight-day periods are not the complete answer.
Article 223 of the Code of Obligations requires the buyer to examine the condition of the goods as soon as practicable in the ordinary course of business and, on seeing a defect for which the seller is responsible, to notify the seller within a suitable period. Its second paragraph then says that a buyer who neglects to examine and to notify is deemed to have accepted the goods — but immediately adds that this rule does not apply where the goods carry a defect that an ordinary examination could not have revealed. If such a defect is discovered later, it must be notified to the seller at once; if it is not, the goods are deemed accepted with that defect.
So the architecture is: obvious defect, two days. Defect discoverable on a proper inspection, eight days. Defect that no ordinary inspection could have caught, immediate notice on discovery — and no fixed head start. Article 223(2) of the Code of Obligations draws the same line: the deemed-acceptance rule does not apply to a defect that an ordinary examination could not reveal, and such a defect must be notified immediately once it comes to light. The inspection burden therefore attaches only to what an ordinary examination would reveal.
The eight-day trap that is not about defects
Turkish commercial practice contains a second eight-day rule, and the two are regularly conflated. Article 21(2) of the Commercial Code provides that a person who receives an invoice and does not object to its content within eight days of receipt is deemed to have accepted that content. Article 21(3) applies the same eight days to letters of confirmation for contracts concluded by telephone or other communication tools.
Those provisions concern the invoice or the confirmation letter, not the physical quality of the goods. A buyer who lets an invoice go unchallenged has accepted what the invoice says; that is a separate exposure from the defect regime, and it is a common route to unpleasant surprises for foreign parties dealing under Turkish commercial contracts for the first time.
| Provision | What it governs | Period | Consequence of silence |
|---|---|---|---|
| TCC Art. 23(1)(c), first limb | Defect obvious at delivery | 2 days from delivery | Buyer cannot rely on the defect |
| TCC Art. 23(1)(c), second limb | Defect found on inspection | 8 days from delivery, to inspect and notify | Buyer cannot rely on the defect |
| TCO Art. 223(2) | Defect ordinary inspection could not reveal | Immediately on discovery | Goods deemed accepted with the defect |
| TCC Art. 21(2) | Content of an invoice received | 8 days from receipt | Content of the invoice deemed accepted |
When the CISG takes over
Türkiye’s route into the Convention has two dates that are frequently merged into one. Parliament approved accession by Law No. 5870 of 2 April 2009, published in the Official Gazette of 14 April 2009. Accession was then decided by Council of Ministers Decision No. 2010/247, published in the Official Gazette of 7 April 2010, No. 27545. Türkiye deposited its instrument of accession on 7 July 2010, and under Article 99(2) of the Convention — which brings the treaty into force for an acceding State on the first day of the month following the expiry of twelve months from deposit — the CISG entered into force for Türkiye on 1 August 2011. Türkiye acceded without reservations, and Article 98 of the Convention permits none beyond those it expressly authorises.
Once in force, the Convention is part of Turkish law. Article 1(2) of the International Private and Procedure Law (Law No. 5718) reserves the provisions of international conventions to which Türkiye is a party; Article 24 of the same Law, which lets the parties choose the governing law expressly or by terms leaving no room for doubt, and otherwise applies the law most closely connected with the contract, operates behind that reservation rather than over it.
The practical consequence is uncomfortable for anyone who drafted quickly. A clause reading “this agreement is governed by the laws of the Republic of Türkiye” does not exclude the Convention, because the Convention is part of those laws for contracts within its scope. Excluding it requires the deliberate step Article 6 permits: the parties may exclude the Convention’s application altogether or, subject to Article 12, derogate from or vary the effect of its provisions.
Articles 38 and 39 compared with the domestic regime
Article 38(1) obliges the buyer to examine the goods, or have them examined, within as short a period as is practicable in the circumstances. Where the contract involves carriage, Article 38(2) allows examination to be deferred until the goods have arrived at their destination, and Article 38(3) defers it further where goods are redirected or redispatched in transit without a reasonable opportunity for examination and the seller knew or ought to have known of that possibility.
Article 39(1) then provides that the buyer loses the right to rely on a lack of conformity if it does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after it discovered it or ought to have discovered it. Article 39(2) adds a long-stop: in any event, the buyer loses that right if it does not give notice within two years of the date on which the goods were actually handed over, unless that time limit is inconsistent with a contractual period of guarantee.
Two escape valves follow. Article 40 stops the seller relying on Articles 38 and 39 at all where the non-conformity relates to facts of which it knew or could not have been unaware and which it did not disclose. Article 44 allows a buyer with a reasonable excuse for its failure to notify to reduce the price under Article 50 or to claim damages other than loss of profit — but not to avoid the contract or demand substitute goods.
| Issue | TCC Art. 23(1)(c) / TCO Art. 223 | CISG Arts. 38–39 |
|---|---|---|
| Duty to examine | Within 8 days of delivery where the defect is not obvious | Within as short a period as is practicable; deferrable where carriage is involved |
| Notice period | 2 days (obvious) or within the 8-day window; immediately for latent defects | Reasonable time after discovery or the moment it ought to have been discovered |
| Content of the notice | The defects must be identified concretely, not reserved in general terms | Must specify the nature of the lack of conformity |
| Outer limit | Action barred 2 years after delivery (TCO Art. 231), with exceptions | Notice barred 2 years after actual handing over, unless inconsistent with a guarantee period |
| Seller's knowledge | Gross fault defeats the time-bar argument (TCO Art. 225) | Art. 40 removes reliance on Arts. 38–39 entirely |
| Party autonomy | Contractual inspection protocols are common; TCO Art. 221 voids exclusion clauses where the seller is grossly at fault | Art. 6 allows exclusion or variation, subject to Art. 12 |
What the notice must contain
Neither regime prescribes a form for the notice of defect itself, but content matters. Article 223(1) of the Code of Obligations requires the buyer to notify the seller of the defect it has found in the goods, so the subject of the notice is the defect itself. The notice should communicate the defects identified in concrete terms and make clear that the goods are not accepted in that condition. A general reservation of rights entered on a delivery record (the familiar “all claims for delay, shortage, damage, defects and latent defects reserved”) points to no defect at all and may therefore not do that job; the safe course is to set out the defects found one by one. The statute does not demand forensic precision either: what matters is that the buyer’s intention to give notice of defect, and the subject matter of the complaint, can be identified.
Practically, that means a notice should establish the contract and consignment it concerns, the delivery date, the inspection carried out and when, each defect found described specifically enough for the seller to investigate, an express statement that the goods are not accepted in that condition, and — kept separate — the remedy the buyer intends to claim. Article 227 of the Code of Obligations gives the buyer a choice between rescinding the contract by declaring that it is ready to return the goods, keeping the goods and demanding a reduction of the price in proportion to the defect, demanding free repair at the seller’s cost where that does not require excessive expense, and demanding substitute goods free of the defect where that is possible, with damages under the general rules reserved.
The separation of the two steps matters because of a form requirement that catches foreign parties out. Article 18(3) of the Commercial Code requires notices and warnings between merchants that serve to put the other party in default, to terminate the contract or to rescind it to be made through a notary, by registered letter, by telegram, or via the registered electronic mail system using a secure electronic signature. A notice of defect is not on that list. A subsequent declaration of rescission is. Sending the defect notice by email and then rescinding by the same email is a sequence worth avoiding.
Article 18(2) sits behind all of this: every merchant must act in all its commercial activities as a prudent businessperson. That standard is what turns a short statutory period into a real risk. A buyer who lets goods sit at a bonded warehouse for a fortnight before anyone looks at them will find the standard applied against it — a consideration that also arises when goods are held up in customs, which is why inspection planning belongs in the same conversation as import clearance.
Limitation, and what survives a missed notice
Missing the notice period and running out of limitation time are different failures. Article 231 of the Code of Obligations provides that, unless the seller has assumed liability for a longer period, every action arising from liability for defects in the goods is time-barred two years after the goods are transferred to the buyer, even if the defect emerges later. The same provision then preserves something: the buyer’s defence based on a defect notified within those two years does not lapse when the period expires. A buyer who notified in time but was slow to sue may still be able to resist a claim for the price even after the two years have run. Article 231(2) removes the two-year protection altogether from a seller who is grossly at fault in delivering defective goods.
Where the relationship is a continuing supply or distribution arrangement rather than a one-off sale, a defect dispute rarely stays contained. It tends to surface alongside termination and indemnity questions of the sort discussed in our note on terminating a Turkish distributorship, and the two-day and eight-day periods will apply to each individual delivery under the framework agreement unless the parties have agreed otherwise. Where the dispute does escalate, the notice file is usually the first thing examined in commercial litigation and arbitration — which is an argument for treating inspection records as a contract-management task rather than a legal one.
Drafting round the problem
The cleanest fix is to decide the regime in the contract rather than discover it in a dispute. Under Article 6 CISG the parties can exclude the Convention or vary its provisions, and under general Turkish sales law they can agree their own inspection and notice mechanics — within the limits of Article 221 of the Code of Obligations, which voids any agreement excluding or limiting liability for defects where the seller is grossly at fault in delivering defective goods, and Article 222(2), under which the seller answers for defects the buyer could have seen on an adequate examination only if it separately warranted their absence.
Four clauses do most of the work: an explicit statement whether the CISG applies or is excluded; a defined inspection window with a defined starting event, such as arrival at the buyer’s warehouse rather than at the port; an agreed notice channel and address, with the recipient named; and a specified guarantee period, which under Article 39(2) CISG can displace the two-year long-stop where the two are inconsistent. These belong in the same review as the governing-law and dispute-resolution clauses, and are part of what a general review under Turkish commercial law should be checking.
None of this is exotic drafting. It is simply the recognition that a Turkish sale can run on two entirely different clocks, and that the party which has not decided which one applies is the party that finds out too late.
