Since July 2012, business enterprises in Turkey have been
legally required to change their longstanding practices due to the
recent enactment of two new vital codes. Known as the Turkish Code
of Obligations (TCO) and the Turkish Commercial Code (TCC), they
are the most effective legislations for regulating the
country's commercial landscape. The TCO and the TCC supersede
previous codes with a number of significant changes in legal
One of the most significant TCO regulations consists of
provisions regarding standardized terms of contracts, which declare
the provisions against the opposing party as null and void.
Although some aspects of standardized contractual terms were
regulated and applied for consumer contracts, it is brand new for
commercial contracts in particular.
Standardized terms of contracts are defined with three criteria
by TCO. Whether or not they are executed by or between businessmen,
all contracts are subject to relevant TCO provisions when they meet
a trio of specifications, which are being prepared by one party in
advance, being prepared in order to be executed with multiple
oppositions; and being executed without being negotiated by the
The contracts bearing the aforementioned standards are defined
as "standardized terms of contracts" by TCO.
Consequently, all provisions in such contracts that are against the
opposition party are declared as null and void.
Obviously, the objective of the code is to protect businesses
who are forced to sign boilerplate agreements prepared by stronger,
domineering parties, without the benefit of negotiation. This
usually occurs when businessmen and their legal counsels try to
reduce the amount of time and effort spent on paperwork by using
document templates, which include the business's contracts and
legal matters. It is a common and entrenched practice in corporate
So, the "Big Fish" of the corporate world are expected
to be the most affected by these new regulations regarding
standardized terms of contracts, since they generally dictate their
own boilerplate contracts. Multinational companies comprise the
most notable example, due to their global scope and their globally
standardized general terms and conditions. Other Big Fish examples
include banks, which issue standard loan contracts; franchisors,
with their standard franchising contracts; and chain stores, with
their standard supply contracts.
It is a common practice on a global scale for multinational
companies to prepare their standard terms and conditions in their
headquarters and implement them in all the countries of operation.
These terms and conditions affect aspects of the business that
include employment, business ethics, delivery of goods and
services, and confidentially. However, application of some
provisions in boilerplate contracts, especially the ones that
adversely affect the other party, remain questionable.
Is There Any Solution That Will Provide Applicability of
General Terms and Conditions?
Multinational companies operating in Turkey will conduct a major
overhaul of all their contracts, especially the boilerplate ones,
to determine whether they contain any inapplicable provisions.
Additionally, to avoid their standardized terms of contracts from
being inapplicable, they are required to prove that the other party
is reasonably informed about the contract and its contents, and
that said party permits its execution.
In order to follow the aforementioned procedure, companies that
dictate their standardized terms of contracts to the parties
subject to them will have to restructure their contract procedures
according to TCO regulations. Failure to do so would mean that most
of their provisions will be declared as null and void. As a result,
it would be like as though the general terms and conditions were
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.
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