Turkish Supplier Disputes: Goods That Do Not Match the Specification

What should an overseas buyer do with non-conforming goods?

Identify the accepted specification, preserve the batch and check the governing examination and notice rules immediately. Under the CISG, Articles 35, 38 and 39 connect conformity, examination and a sufficiently specific notice. Turkish domestic merchant sales have a different framework under Article 23 of the Commercial Code. The seller’s Turkish address does not make those domestic notice periods a universal rule for international sales.

For English communication and representation, visit our English legal services homepage. This guide addresses a defined legal issue; it does not determine an individual case or guarantee recovery.

Key distinctions

Non-delivery and non-conforming delivery need different evidence

A Turkish supplier goods specification dispute is not simply a complaint that an overseas order went wrong. Determine whether the goods were never delivered, delivered late, delivered in the wrong quantity or delivered with characteristics that differ from the agreement. Transport damage and damage occurring after receipt require separate analysis. One shipment can involve several of these issues, but the evidence should identify them individually rather than combining everything under the word defective.

This guide concerns business-to-business purchases where the buyer alleges that goods from a Turkish supplier do not match the agreed specification. It does not assume that Turkish domestic sales rules govern every international contract. Governing law, any applicable international sales framework and dispute-resolution terms need review before selecting a remedy. The practical starting point remains the same: preserve the accepted specification, identify the supplied goods and document the difference in a way that another person can test. A precise product comparison is usually more useful than a lengthy complaint that never identifies the contractual requirement allegedly breached.

Confirm the seller rather than relying on the exporter’s name alone

The contracting seller, manufacturer, exporter, logistics provider and payment recipient may be different entities. Collect the order, quotation, invoice, company details and communications establishing who accepted the obligation to supply. A manufacturer’s label on a product does not necessarily make that manufacturer the buyer’s contractual seller. Likewise, a freight forwarder’s name on a transport document should not automatically be used as the debtor’s identity in a repayment demand.

Where an intermediary negotiated the transaction, preserve evidence of its role and authority. Identify whether it acted for the seller, for the buyer or on its own account. If money was paid to an entity different from the named seller, keep the payment instruction and explanation. These distinctions affect the parties, possible claims and the evidence needed to establish responsibility. They also help separate a seller’s contractual obligations from a carrier’s potential responsibility for transport damage. Correct identification should precede a formal demand, not be left for correction after proceedings have already been contemplated.

Locate the specification that the parties actually accepted

International orders often involve a quotation, purchase order, technical sheet, sample, drawing and several revisions. Establish which combination formed the accepted bargain. A document sent during negotiation may have been rejected, superseded or accepted only in part. Label the versions and preserve the communication linking acceptance to a particular specification. A later internal buyer checklist should not be presented as though it was agreed before manufacture.

Describe measurable requirements where the record allows: dimensions, composition, grade, tolerances, finish, packaging, labelling, performance criteria or the agreed reference sample. Identify any purpose communicated to the seller and the seller’s response. Distinguish mandatory destination-market requirements from additional qualities the buyer expected but did not clearly communicate. The legal effect of those matters depends on the applicable rules and facts. The immediate task is documentary clarity: the reviewing lawyer and technical expert should be able to identify the alleged promise without choosing between several undated attachments that all claim to be the final specification.

Where the CISG governs, Article 35 addresses the quantity, quality, description and packaging required by the contract, as well as its stated default standards for ordinary use, disclosed particular purposes and samples. A destination-market requirement and a promised material grade should therefore be identified precisely rather than merged into a general assertion that the goods are unsatisfactory.

Connect the disputed goods to the relevant order and batch

A strong technical complaint needs a traceable connection to the shipment under dispute. Record purchase-order numbers, invoice references, product codes, batch identifiers, serial numbers and packaging marks where available. Where the buyer received several consignments of similar goods, avoid mixing samples or photographs from different shipments. The supplier may otherwise challenge whether the tested item is representative of what it delivered under the relevant contract.

Keep receiving records showing the date, location, quantity and person accepting delivery. Preserve packaging and labels when they help establish identity or condition. If goods are transferred to another warehouse, document the movement and any handling that could affect the alleged defect. Chain-of-custody discipline is particularly important where testing is destructive or a sample will be sent to an independent laboratory. It does not require an elaborate invented procedure; it requires a record sufficient to explain where the sample came from, who handled it and why its findings relate to the goods named in the claim.

Use an inspection plan suited to the alleged non-conformity

Not every complaint can be established by a photograph. A colour or visible-dimension issue may be documented differently from chemical composition, load performance or an intermittent operating fault. Identify the characteristic in dispute and obtain appropriate technical advice on inspection or testing. The test should address the contractual requirement rather than measure an unrelated quality that happens to produce an unfavourable result.

Preserve the method, equipment, sample selection, dates and full report, including limitations. A one-page conclusion without the underlying methodology may be less useful than the buyer expects. Where only some units are tested, explain the basis for treating the result as representative of a wider quantity. Avoid destructive testing before considering the supplier’s opportunity to inspect and the need to preserve counter-samples. Safety, regulatory reporting and urgent containment requirements need independent attention. The aim is a technically reliable account of the difference between promise and performance, not merely an impressive-looking report commissioned to support a conclusion already assumed.

Act promptly on inspection and notice questions

International sales disputes can involve requirements concerning examination and notification of non-conformity. The applicable rule must be determined from the governing framework, contract and facts. Do not assume that a deadline taken from a domestic consumer article applies to a commercial cross-border shipment. Equally, do not postpone legal review on the assumption that a long general limitation period makes prompt notice irrelevant.

Record when the goods were received, when the issue was discovered, why it was not identified earlier if that matters, and when the supplier was informed. A useful notice identifies the order, affected goods, nature of the alleged problem and available supporting information. Preserve proof of transmission and responses. A message saying only that the shipment is bad may leave the supplier unable to understand the issue. The content and timing of the notice should be reviewed before further steps are taken, especially where the buyer intends to reject goods, demand replacement or rely on a remedy that has additional conditions.

Under CISG Article 38, examination must occur within as short a period as is practicable in the circumstances, with its transport-related qualifications. Article 39 requires notice specifying the nature of non-conformity within a reasonable time after discovery or when discovery should have occurred. Its two-year outer limit from actual handover is not permission to delay an otherwise required earlier notice; the contractual-guarantee qualification and relevant exceptions must also be examined.

For a merchant sale governed instead by Turkish domestic sales rules, Commercial Code Article 23(1)(c) specifies two days for defects obvious on delivery and inspection and notification within eight days for the stated non-obvious-defect situation. Other cases refer to Code of Obligations Article 223(2). Do not paste either timetable into a CISG notice without identifying the governing regime.

Do not ask delivery terms to decide every legal issue

Delivery terms can be important to responsibilities, costs and risk during transport, but they should not be treated as a complete answer to specification, title, payment and remedy questions. Identify the agreed term, the version incorporated where relevant and the named place or point. A term copied onto an invoice after agreement may require assessment before it is treated as an accepted variation.

Compare the sale documents with the transport and insurance records. Damage observed on arrival may require analysis of packing, loading, transit, unloading and storage. A manufacturing defect present before shipment is a different allegation from accidental transit damage, even when both are discovered at the same time. Preserve evidence that allows those possibilities to be distinguished. The buyer should not assume that a seller is free from every obligation after handover to a carrier, or that the seller bears every loss until the buyer completes internal acceptance. The relevant contract and legal framework must be analysed for the particular question being asked.

Preserve goods and mitigate loss without obscuring the claim

After discovering a problem, the buyer needs a practical plan for storage, segregation, safety and continuing business needs. Keep disputed goods identifiable and record any use, repair, sorting, resale or disposal. Do not assume that every response has the same legal effect. A decision to use part of the shipment may require explanation alongside the remedy sought, while urgent safety action may justify steps that would otherwise be deferred for inspection.

Document the reasons for expenditure intended to reduce loss, including alternative-supply quotations and storage arrangements where relevant. Separate necessary mitigation from an upgrade or unrelated business expansion. Where the goods may be hazardous or regulated, obtain the appropriate technical and regulatory advice rather than treating them as ordinary evidence to be kept indefinitely. Inform the reviewing lawyer before returning or destroying the entire consignment. A carefully documented response protects both the business and the evidence, while reducing the risk that later debate focuses on what happened after delivery instead of the original contractual non-conformity.

CISG Article 77 requires reasonable measures to reduce the loss, including lost profit, and permits a corresponding damages reduction when that obligation is not met. Preserving goods and reducing loss must be coordinated: an unnecessary warehouse bill is not made recoverable simply because the original shipment was defective.

Choose a remedy after assessing its conditions

Repair, replacement, price adjustment, damages and ending the contract are different outcomes. Their availability and conditions depend on the applicable framework and facts. A buyer should not assume that every deviation permits immediate cancellation of the whole contract, or that accepting an inspection visit means surrendering all rights. Identify the commercial objective and ask the lawyer to assess which remedy fits the proven problem.

A notice or negotiation proposal should distinguish the preferred solution from the legal claims being reserved. For example, a request for replacement of a defined batch can specify inspection, timing, transport and the treatment of the original goods. A repayment settlement should address whether it resolves the whole order or only identified items. Avoid demanding mutually inconsistent amounts without explanation. The purpose is not to limit the buyer prematurely, but to make the proposed course coherent enough that its consequences for the contract, goods, outstanding price and potential loss can be evaluated before commitments are made.

CISG Article 46 requires a fundamental breach for substitute goods and separately addresses repair. Articles 48 and 49 regulate cure and avoidance; Article 50 addresses a proportionate price reduction under its conditions. Consequently, a defective item does not automatically justify cancellation of an entire order, and a cure proposal should be assessed rather than ignored.

Calculate commercial loss with traceable assumptions

A non-conformity complaint does not by itself establish every figure in a damages schedule. Separate the purchase price, inspection expense, sorting, storage, transport, replacement procurement and any alleged downstream loss. Explain the factual connection and legal basis proposed for each category. A customer cancellation, for example, should be supported by the underlying order and communications rather than a general statement that the shipment harmed the buyer’s reputation.

Keep hypothetical estimates separate from expenses already incurred. Identify savings, refunds, insurance receipts and resale proceeds that may affect the calculation. Avoid claiming the same goods both as a total loss and as fully saleable inventory without reconciling the positions. Lost-profit and production-interruption allegations require particularly careful supporting records and legal assessment. A transparent schedule makes the negotiation more credible and helps counsel evaluate proportionality. It also reveals whether the dispute is primarily about the product difference, the remedy available or an unsupported expansion of the financial consequences.

Review cross-border procedure and evidence requirements early

The contract may contain a court clause, arbitration agreement, governing-law provision or notice mechanism that changes the procedural strategy. An international sales convention may also require examination rather than an automatic assumption for or against its application. The presence of a Turkish seller does not alone determine every issue. Give the reviewing lawyer the full contract, including standard terms and incorporated attachments, before a formal route is selected.

Authority to instruct counsel, translation, service, security or cost questions and potential enforcement should be considered at the outset. The buyer’s company documents may need separate preparation, particularly where the person signing instructions is not clearly shown as authorised in the available records. Do not confuse establishing the seller’s liability with collecting an award or judgment. A commercially useful strategy considers both, together with the value of preserved evidence and the cost of technical work. Current procedural requirements must be verified for the chosen route rather than inferred from another supplier dispute.

The United Nations treaty record confirms Türkiye’s accession to the CISG. Articles 1 and 6 require examination of the parties’ places of business, applicable-law route and any effective exclusion or variation. Ordinary household purchases are excluded subject to Article 2(a)’s seller-knowledge qualification; contracts mainly for services have the separate Article 3 rule. Do not classify a transaction solely by the nationality of the person sending the purchase order.

A hypothetical example: packaging damage and the wrong material grade

Suppose a buyer receives metal components with torn outer packaging and later discovers that tested samples appear to be a different grade from the agreed specification. The torn packaging and material-grade issue should be recorded separately. Photographs of the packaging may help with a handling or transit question, but they do not establish chemical composition. A laboratory report may address composition, but it does not by itself explain when the packaging was damaged.

The file should connect the accepted grade requirement, batch identity, receiving condition, sample handling, test method and notice to the appropriate parties. The buyer should also identify what remains uncertain and whether additional inspection is needed. This example is illustrative, not a statement of liability or a predicted outcome. It shows why a single shipment can require coordinated contractual, technical and logistical analysis. A clear separation of issues helps avoid directing every complaint to the wrong participant or relying on one type of evidence to prove a materially different allegation.

An English reporting structure for a Mersin-coordinated claim

Prepare a concise order summary with the seller’s details, accepted specification, delivery chronology, affected quantity, inspection findings and notices already sent. Provide the relevant contract terms, payment records and proposed loss schedule. Identify any goods that will soon be moved, tested, used or disposed of. These facts help prioritise evidence protection and the legal questions that could be affected by the buyer’s next operational decision.

Bakırcı & Keskin Law Office has physical offices in Istanbul and Mersin. Supplier disputes involving other Turkish cities are coordinated from our Istanbul and Mersin offices subject to the appropriate representation, institutions and procedure. English updates should separate contractual allegations, verified documentary facts, technical findings and unresolved legal questions. They should identify whether the work completed was a demand, a negotiated proposal, a procedural filing or actual recovery. This gives an overseas business a decision file it can use internally without implying that a local branch exists wherever the supplier manufactures or ships its products.

Frequently asked questions

Is late delivery the same as defective goods?

No. Timing, quantity, specification and transport condition require separate evidence.

Does Turkish law govern every sale by a Turkish supplier?

Review the contractual terms and international framework. The seller’s location does not answer every issue.

Can a photograph establish material composition?

Usually a composition dispute needs appropriate testing, identified samples and a documented method, not only photographs.

Can I wait two years to notify a CISG defect?

No. Article 39’s outer limit does not replace its reasonable-time requirement following discovery or when discovery should have occurred.

Do domestic two-day and eight-day rules always apply?

No. Identify whether the relevant domestic merchant-sales framework or CISG governs.

Can all goods be discarded after one failed test?

Address safety and regulatory obligations while preserving appropriate evidence and inspecting the affected quantity. Do not assume one result resolves every unit.

Does every defect justify cancelling the full order?

No. The remedy, extent of the problem, fundamental-breach conditions and cure arrangements require review.

Can the claim be managed from Mersin?

Yes, within the appropriate authority, forum and procedure. Technical inspections and attendance elsewhere require a defined scope.

Related English guides

Foreign-currency debt and payment evidence · Contract disputes for international clients · Debt collection and enforcement · Mediation for parties abroad

Primary legal sources

United Nations certified CISG text; Turkish Commercial Code, Parliament’s enacted text, Article 23; and Turkish Code of Obligations No. 6098. Treaty applicability, Turkish legislation and the actual documents govern. This is general English-language information, not an official translation or a technical conformity report.