Turkey: United Nations Convention On Contracts For The International Sale Of Goods (CISG)

The United Nations Convention on Contracts for the International Sale of Goods (the "CISG") is a set of rules created with the aim of being "a modern, uniform and fair regime for contracts"1 for the international sale of goods. The CISG entered into force on 1 January 1988 with eleven signatories and since that time, the number of member states has continuously increased. As of 1 August 2011, there are 77 states from different levels of economic development and legal traditions that have adopted the CISG. Since the majority of the states with which Turkey has commercial relations are members of the CISG, the convention is quite signifi cant for Turkey. Finally, Turkey accessed the CISG on 7 July 20102 and it entered into force on 1 August 2011.

After two previous conventions3 failed to achieve high participation rate, the CISG is widely accepted as the rule book for the international sale of goods. Today, the CISG is the uniform international sales law of countries that account for over three-quarters of all world trade. There are various reasons for the wide acceptance of the CISG. There is no doubt that one of these reasons is the contractual balance it provides. The balance established between the interests of the seller and the buyer is structured so that the weaker party is protected from disadvantages it may experience under the applicable law. This balance is important in the motivation for the accession of, in particular, developing countries. It was also argued that another reason for the wide acceptance of the CISG is its fl exibility4. With respect to the CISG's goal of unifi cation of the international sale of goods, its terminology has been created in such a way that it comprises differing legal concepts. Hence, you will fi nd terminology such as "exemptions" (CISG, Article 79) instead of "force majeure," "hardship," or "act of God." Similarly, "avoidance of contract" has been used, implicating different domestic legal concepts and interpretations.

The CISG is comprised of four parts. Part I covers the sphere of application and general provisions. Part II is concerned with the formation of international sale contracts. Part III provides for the sale of goods, and it includes provisions regarding the obligations of the seller and the buyer, remedies for breach of contract, passing of risk, exemptions and the effects of avoidance. In addition, Part IV sets out fi nal provisions with respect to accession to the Convention and declarations and reservations that a contracting state may make under the Convention.

It should be noted that the CISG only applies to contracts for the international sale of goods between parties whose places of business are in different states. In addition, in order to apply the CISG, both parties' places of business must be in contracting states, or the rules of private international law must lead to the application of the law of a contracting state5. The autonomy of the parties is fundamental under the CISG. In this respect, the parties may both determine the CISG to be the applicable law by choosing the law of a contracting state as the applicable law,6 or they may opt out from using the CISG in the contract by choosing the law of a noncontracting state as the applicable law or, the parties may choose the law of a contracting state and at the same time agree to derogate from the CISG7.

Before the CISG entered into force in Turkey, in the event of an application to the Turkish courts for the resolution of disputes arising out of a contract for the international sale of goods, confl ict rules were applied in order to determine the applicable law. However, as of 1 August 2011, the CISG became a part of the national law. In this respect, in the case of a contract between parties with a place of business in contracting states, the CISG will apply directly, and without the necessity of recourse to the rules of private international law. Furthermore, if Turkish law is determined as the applicable law in the contract, or if the rules of private international law lead to Turkish law, the CISG will prevail over the rules of the Code of Obligations or any other related legislation. Notwithstanding that the CISG is a set of substantive rules that aims to reduce obstacles, especially those associated with choice of law issues, the CISG still does not cover every issue that may arise from an international sale contract, such as validity of the contract, the effect of the contract on title to (the ownership of) the goods sold, error, mistake, fraud, and duress. These types of issues are left to be resolved by the applicable law determined by the rules of private international law. Therefore, the parties should bear in mind that a choice of law clause must be included in their contracts. The parties of an international sale contract must also take into consideration the fact that there are no special tribunals created for the CISG. National courts or arbitration panels will apply the CISG when a dispute arises from an international sales contract.

In taking into consideration the fact that merchants in Turkey have many contracts for the international sale of goods, and also remembering the wide acceptance of the CISG, it was desirable for Turkey to access the Convention. Finally, as the CISG becomes a part of the national law, it is inevitable that Turkey will further benefi t from the predictability of the CISG, together with the advantages of being subject to the same law with parties coming from different countries.


1 UNCITRAL. "United Nations Convention on Contracts for the International Sale of Goods (the CISG)." http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG.html

2 Turkey accepted the CISG on 7 April 2010 under decision numbered 2010/247, and Turkey submitted the Certifi cate of Accession to the United Nations on 7 July 2010.

3 The Uniform Law on the Formation of Contracts for the International Sale of Goods and Uniform Law for the International Sale of Goods

4 Introduction to the Digest of Case Law on the United Nations Sales Convention Note by the Secretariat. United Nations Commission on International Trade Law Thirty-Seventh Session New York, 14-25 June 2004.

5 The CISG, Article 1.

6 Hergüner, Ümit. "Applicability of the UN Convention on Contracts for the International Sale of Goods to Sales Contracts Concluded by Turkish Companies and their Affi liates Abroad;" Mistelis, Loukas. "CISG'nin Uygulama Alanı: Yer, Zaman ve Kişi Bakımından." p.15.

7 Schlectriem, Peter. "Requirements of Application and Sphere of Applicability." http://www.cisg.law.pace.edu/cisg/biblio/ schlechtriem9.html.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions