The most expensive assumption a foreign group makes in Turkey is that its general terms and conditions apply because the purchase order says so. I see the assumption in almost every dispute file a company sends me: the order references the group's terms by a link, the supplier's confirmation references its own, nobody signs anything, and two years later each side discovers that the clause it is relying on, the cap, the forum, the payment term, the warranty exclusion, may never have become part of the contract at all. Turkish law has a specific answer to that situation, and it is stricter than most systems the templates come from. Articles 20 to 25 of the Code of Obligations treat pre-formulated terms as unwritten unless the drafter expressly informed the other party of them at contracting and gave it the opportunity to learn their content, read unclear terms against the drafter, strike unilateral change clauses, and refuse terms contrary to good faith, and they do so between companies as much as against consumers. The Commercial Code then adds the eight-day confirmation letter rule, which is where most Turkish battles of forms are actually won or lost. This page sets out the rules from the statute and the drafting that makes standard terms bind.
Sources, checked 11 September 2026. Turkish Code of Obligations No. 6098, Articles 1 to 17, 20 to 27 and 115; Turkish Commercial Code No. 6102, Articles 18, 19, 21 and 1530.
What counts as standard terms under Article 20
Article 20 defines general terms and conditions as the contract clauses that the drafter prepared in advance, on its own, for use in many similar future contracts and presented to the other party at contracting. Where the terms sit, whether in the contract text or an annex, how long they are, and in what typeface or format they appear, are irrelevant to the classification. Texts drafted for the same purpose need not be identical to count; and a recital that each clause was discussed and accepted individually does not, by itself, take the clauses out of the regime. The article also applies the rules, regardless of the nature of the contract, to the contracts of persons and institutions that carry on their services under a licence from the law or the competent authorities. Nothing in Articles 20 to 25 confines them to consumers; a supplier's terms presented to a Turkish distributor, a bank's facility terms, a logistics operator's conditions of carriage and a software vendor's licence terms are all general terms and conditions between merchants.
Incorporation: Article 21 and the unwritten clause
Article 21 sets the test. General terms contrary to the interests of the other party become part of the contract only if, at the time of contracting, the drafter expressly informed the other party of their existence, gave it the opportunity to learn their content, and the other party accepted them; otherwise they are deemed unwritten. General terms that are foreign to the nature of the contract and the specifics of the business are deemed unwritten in any event, however well they were disclosed. Article 22 keeps the rest of the contract valid and bars the drafter from arguing that it would not have contracted without the unwritten terms. The practical consequence is that a link in a purchase order, a reference on the back of an invoice, or a clause in a confirmation stating that the supplier's terms "apply" does not, without more, incorporate anything; the record must show that the other party was told, could read the terms, and accepted them, at the time the contract was made, not afterwards.
| Question | Turkish rule | Article |
|---|---|---|
| Are the group's terms standard terms even if labelled a "framework" or attached as an annex? | Yes; location, format and labelling are irrelevant | Code of Obligations 20(1) |
| Do the rules apply between companies? | Yes; nothing limits Articles 20 to 25 to consumers | 20 |
| Terms referenced by link but not disclosed at contracting | Unwritten | 21(1) |
| Terms foreign to the nature of the contract | Unwritten even if disclosed | 21(2) |
| Effect on the rest of the contract | Valid; drafter cannot plead it would not have contracted | 22 |
| Unclear or ambiguous term | Read against the drafter | 23 |
| Clause allowing the drafter to change terms unilaterally | Unwritten | 24 |
| Term contrary to good faith that burdens the other party | Cannot be included | 25 |
| Price list, tariff or displayed price | Treated as an offer unless the contrary is clear | 8(2) |
| Confirmation letter not objected to within eight days | Deemed to match the contract | Commercial Code 21(3) |
Interpretation, change clauses and content control
Articles 23 to 25 govern the terms that did get in. A term that is not clear and understandable, or that carries more than one meaning, is interpreted against the drafter and in favour of the other party. Clauses in the contract, or in a separate document, that give the drafter the right to change a term unilaterally to the other party's detriment, or to introduce new terms, are unwritten. And general terms may not contain provisions contrary to good faith that operate against the other party or aggravate its position; such terms are not merely read down, they cannot be included. Article 27 sits behind all of this, voiding clauses contrary to mandatory law, morality, public order or personality rights, and Article 115 voids, in any contract, an advance exclusion of liability for gross fault and, for licensed operators, for slight fault, which is set out on the limitation of liability page. A merchant's exposure is measured against the prudent businessperson standard of Article 18(2) of the Commercial Code, which raises what it is expected to have read, but the standard does not rewrite Article 21: a term that was never disclosed at contracting is unwritten however diligent the reader should have been.
How the contract itself is formed
Articles 1 to 11 of the Code of Obligations decide whose terms were on the table. A contract is formed by the mutual and matching declarations of the parties, express or implied; where they agree on the essential points, the contract exists even if secondary points were left open, and the judge settles those by the nature of the transaction. An offer with a time limit binds the offeror until it expires; an offer without one binds until an answer sent in time could be expected to arrive, or, between parties in direct communication, including by telephone or computer, only if accepted at once. Where the offeror is not bound to expect an express acceptance by law, the nature of the business or the circumstances, the contract is formed if the offer is not refused within a reasonable time. Displaying goods with a price, or sending a tariff or price list, counts as an offer unless the contrary is clearly and easily understood, which is the reverse of the Montenegrin rule and catches suppliers who circulate price lists without a non-binding statement. A contract between absent parties takes effect from the moment the acceptance is dispatched. The Code has no article on conflicting standard forms; a reply that departs from the offer is, on general principles, a rejection and a new offer, and the practical result of a purchase order on one set of terms met by a confirmation on another is that neither set is safely incorporated under Article 21 and the contract rests on the essential points agreed and on the default rules of the Code.
The eight-day confirmation letter rule
Article 21 of the Commercial Code fills the gap that the Code of Obligations leaves. 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. And a person who receives a writing confirming the content of declarations made in a contract concluded by telephone, telegraph, any communication or information tool, any other technical means or orally, and does not object within eight days of receipt, is deemed to have accepted that the confirmation letter conforms to the contract or the declarations. The second rule is the Turkish battle of forms in practice: the party that sends a written confirmation of the deal first, and whose counterparty does not object within eight days through a channel it can prove, holds the document a court will start from. The rule confirms content, it does not manufacture consent to undisclosed general terms, so the confirmation should set out the terms that matter in the body rather than by reference. Notices between merchants that put the other party in default, terminate or rescind must go by notary, registered letter, telegram or registered electronic mail under Article 18(3), and an objection to an invoice or confirmation is sent the same way so that the eight days can be proven.
Form and signature
Article 12 makes contracts valid without form unless the law requires one, and Article 17 lets the parties agree a form, in which case a contract not made in that form does not bind them and an agreed written form follows the statutory rules. Under Articles 13 to 15 a written form requires the signatures of the parties undertaking obligations; a signed letter, a telegram whose originals are signed, a confirmed fax or a comparable means of communication, and texts sent and stored with a secure electronic signature satisfy the written form, and a secure electronic signature has all the legal effects of a handwritten one. A group that wants its terms to bind should therefore have the Turkish counterparty sign the terms, on paper or with a secure electronic signature, or countersign a framework agreement that attaches them, rather than rely on an order that references them. The rules on who may sign for a Turkish company, and on the trade registry limits that bind third parties, are the subject of a separate page.
Drafting for the supplier who wants its terms to bind
Put the terms that matter, the cap, the payment term, the warranty period, the forum and the governing law, in the body of a framework agreement that the Turkish counterparty signs, and attach the full terms as a schedule initialled on each page. Where the business runs on orders, make each order confirmation restate the key terms in the body and send it through a provable channel, so that Article 21(3) of the Commercial Code runs against a silent buyer. Write the terms in Turkish or with a Turkish version stated to prevail, since a term the counterparty could not read is a term it was not given the opportunity to learn. Remove unilateral change clauses, which Article 24 strikes anyway, and terms foreign to the nature of the contract, which Article 21(2) strikes anyway. Keep the payment terms within Article 1530 of the Commercial Code, set out on the late payment page, because a clause excluding late payment interest is void whether or not it was disclosed. And make sure the penalty and liability clauses survive the merchant rules on the penalty clauses page.
Drafting for the buyer who wants to keep them out
Answer every confirmation, invoice and set of terms within eight days through a provable channel, with a short objection that states the buyer contracts on its own terms or on the signed agreement only. Add a clause to the buyer's order stating that the supplier's general terms do not apply even where the supplier references them and the buyer accepts delivery; the clause does not settle the question by itself, but it destroys the argument that acceptance of goods was acceptance of terms. Refuse to sign the supplier's framework, or sign it with the schedule struck through and initialled. And where a term was never disclosed at contracting, say so in the first letter of the dispute, because Article 21 decides the case before Article 23 or 25 is reached.
When the clause is tested
A standard terms dispute in Turkey is decided on the documents that existed when the contract was made: the order, the confirmation, the proof of the eight-day objection, the signed framework, and the evidence that the terms were disclosed and accessible at the time. Nothing produced later cures a term that was unwritten at contracting. Recovery against a Turkish company and the procedural path are set out on the debt collection page, and the wider legal function this page belongs to on the outsourced legal counsel page.
Whose side we are on, and how we are paid
The group's legal department drafted the terms for the group and assumes they apply everywhere. The Turkish distributor's lawyer knows that they do not, and says nothing until the dispute. The sales manager confirmed the order by email and did not read the terms that came back. None of them is paid to tell you, before the first order, that your cap is unwritten because it sits behind a link, that your price list was an offer, or that the confirmation you did not answer within eight days is now the contract.
We take no commission or referral fee from distributors, suppliers, agents or counterparties, in any form, on any file. The fee you pay us is our only income from your matter, and it does not depend on whether a contract is signed or a claim is paid. Because our position does not move with the outcome, telling a supplier that its terms never bound anyone in Turkey, or a buyer that its silence made the supplier's confirmation the contract, costs us nothing to say.
One boundary, stated plainly. We are lawyers, not licensed investment advisers and not sales consultants. We do not decide which terms a business should offer. What we protect is the Turkish legal position: terms that were disclosed, accessible and accepted when the contract was made, confirmations sent and objections made within eight days through channels a court accepts, and a signed document that says what the parties actually agreed.
Before the next order is placed or the next set of terms is accepted
Send us the framework or the order flow, the terms on each side, the confirmations and invoices exchanged and the correspondence around them. We will tell you which terms bind under Turkish law today, what must change in the order flow so that yours do, and what to say in the next confirmation or objection. Our corporate work is described on the corporate law page.
What this page does not settle
Consumer contracts under Law No. 6502, distance contracts, electronic commerce rules, insurance and banking terms under their sector regulation, the detail of choice of forum and arbitration clauses, the trade registry rules on signing authority and the conduct of litigation are separate subjects. Whether a specific term is foreign to the nature of a contract or contrary to good faith is decided by the court on the facts.
