When Does a Quotation Become a Contract in Turkey? Offer, Acceptance and Timing
A quotation does not become a Turkish contract merely because it was sent, but a separate document headed “contract” is not always necessary either. Article 1 of the Turkish Code of Obligations requires matching declarations of intention, which can be express or implied. Articles 3–8 determine when an offer remains binding and when acceptance is required. Article 10 regulates withdrawal of an offer or acceptance, while Article 11 addresses the time from which a contract between absent parties produces effects. Before cancelling an order or demanding delivery, identify the exact offer, the corresponding acceptance and the communication timeline.
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Start with matching intentions, not the document’s heading
Article 1 of Law No. 6098 establishes the general formation rule. The parties must express intentions that are reciprocal and consistent. A quotation, purchase order, confirmation email and signed agreement can each contribute to that record. Their names do not themselves establish which communication contained the offer or whether the later response accepted it.
Compare the operative terms. Identify the contracting entities, the performance, the price or pricing mechanism, quantity and any matter the parties made essential to agreement. A reply changing a material specification or price must not be labelled an unqualified acceptance without examining the change. The relevant question is whether the record shows agreement on the proposed transaction.
A pro forma invoice can describe the intended exchange, but issuing it does not eliminate the need to establish assent. Similarly, an internal purchase-order number can be administrative evidence without proving that the seller accepted every condition attached by the buyer. Read the actual communications together rather than treating one document type as universally decisive.
Unresolved secondary matters do not always prevent formation
Article 2 provides that a contract is considered concluded when the parties agree on its essential points, even if they have not addressed secondary points. If they cannot agree on those secondary matters, the judge resolves the dispute by reference to the nature of the transaction. The provision expressly preserves rules on contractual form.
The distinction between essential and secondary matters cannot be made simply by counting the clauses left blank. The negotiations can show that a particular matter was indispensable to consent. A response accepting price while expressly withholding agreement on another essential requirement needs to be assessed as it stands, not rewritten as a complete agreement because most terms were settled.
Maintain the final version of every attachment circulated with the offer. Specifications, delivery schedules and incorporated terms can explain whether the parties were discussing the same transaction. An omitted annex or a later replacement can change that assessment. The file should preserve versions and dates instead of retaining only the document that looks most favourable after the dispute.
A stated acceptance period binds the offeror until it ends
Under Article 3, a person making an offer with a defined acceptance period remains bound until that period expires. If acceptance does not reach the offeror within it, the offeror is released from the offer. Sending an acceptance shortly before the deadline is therefore not automatically equivalent to its timely arrival under this provision.
Read what the stated date governs. A quotation-validity date, a planned delivery date and a deadline for making an advance can have different functions. Identify the event required before expiry and the recipient designated to receive it. Where the offer specifies a time, the communications should also make the applicable time zone intelligible.
Keep evidence of transmission and arrival. An outgoing-mail timestamp shows one event; the receiving system and the complete exchange can establish others. Article 3’s receipt requirement should not be replaced with an assumption that every message is legally received at the moment its sender clicks Send. The communication method and actual record matter.
Live communication can be treated as negotiation between present parties
Article 4 addresses an offer without an acceptance period made to a person who is present. If it is not accepted immediately, the offeror is no longer bound. The article extends that treatment to direct communication through tools such as telephone or computer. Physical distance alone does not determine which formation rule applies.
A live call or direct computer exchange must be distinguished from a message left for a later response. Do not classify every transaction involving a computer as communication between present parties. The mode of exchange and whether communication was direct are relevant to the statutory distinction.
A later written recap remains useful evidence, but it should accurately state what happened. Confirmation of an agreement already reached, a revised offer and an invitation to continue negotiations are different communications. Preserve the original call or meeting notes lawfully and compare them with the recap rather than assuming that the newest email necessarily supplies the original terms.
Offers without a deadline between absent parties follow Article 5
An offer made without an acceptance period to a person who is not present binds the offeror until the time when a response sent promptly and properly could be expected to arrive. Article 5 does not impose one fixed number of days for all commercial quotations. The communication route and the relevant circumstances form part of the analysis.
The offeror may assume that the offer reached the recipient in due time. The file should nevertheless distinguish the offer’s dispatch, its actual arrival, the recipient’s response and the response’s arrival. A chronology that records only the first and final dates cannot explain why a particular response was or was not timely.
Where acceptance was sent in time but arrived late, Article 5 requires the offeror to notify the accepting party immediately if the offeror does not wish to be bound. This is a specific protection for delayed transmission. It should not be confused with a response that was itself sent after the relevant time or with the rule for a separately fixed acceptance period.
Silence is not a universal form of acceptance
Article 6 recognises formation without an express acceptance where law, the transaction’s nature or the circumstances mean the offeror need not expect one, provided the offer is not rejected within a suitable time. The conditions in that sentence are essential. A supplier cannot create a general rule that every unanswered email binds the recipient simply by writing it into a demand.
Identify why express acceptance was unnecessary in the particular relationship. Relevant facts can include the nature of the transaction and the parties’ legally significant dealings, but the statutory conclusion must be supported. The absence of a reply, standing alone, does not describe all the Article 6 requirements.
Conduct can also communicate intention under Article 1. The issue is what the conduct objectively expressed in the actual setting. Beginning agreed work, paying an amount or accepting goods requires examination alongside the communications explaining its purpose. A payment made for a different obligation should not be repurposed as acceptance of a new order without evidence connecting it to that order.
Price lists and displayed goods have an express statutory rule
Article 8 states that displaying goods with their price, or sending a tariff, price list or similar material, is treated as an offer unless the opposite is clearly and readily understandable. This is an important Turkish-law starting point. An explanation copied from a different jurisdiction that every price list is necessarily only an invitation to negotiate can misstate this provision.
The first paragraph of Article 8 separately recognises a non-binding proposal where the offeror clearly reserves the right not to be bound, or the transaction’s nature or circumstances show no intention to be bound. The complete wording and presentation therefore matter. Identify the reservation actually communicated rather than assume that the document’s heading settles the issue.
A reservation should be distinguished from an agreed contract condition. A statement that a quotation is non-binding concerns commitment at the offer stage. A contract made subject to a specified future event raises the different rules on conditions. The conditional-contract guide explains that separate structure.
Unsolicited goods do not create an offer under Article 7
Article 7 states that sending something that was not ordered is not an offer, and the recipient is not obliged to return or keep it. The rule prevents an unsolicited shipment from being treated as though the recipient must choose between payment and compulsory storage. It should be read according to the actual character of the delivery.
A shipment allegedly supplied under an earlier order presents a different factual question: did that order exist and cover these goods? Keep the purchase record, delivery note and communications identifying the purpose of the shipment. The recipient should not describe an authorised order as unsolicited merely because the commercial relationship later deteriorated.
Where the dispute concerns an invoice rather than formation through a quotation, the site’s disputed-invoice and order guide addresses the associated proof questions. Article 7 is not a substitute for establishing what was actually requested, dispatched and received.
Withdrawing an offer depends on arrival and knowledge
Article 10 treats an offer as not made if its withdrawal reaches the other party before or at the same time as the offer. It also covers a withdrawal arriving later but becoming known to the recipient before the offer does. The rule therefore distinguishes the order of arrival from the order in which the recipient learns of the communications.
The same rule applies to withdrawal of an acceptance. A party that sends an acceptance and then changes its mind needs to assess that chronology, not assume that a later cancellation message automatically erases the first one. Preserve the complete messages and the evidence relevant to receipt and awareness.
This provision is not a general right to withdraw any binding offer whenever convenient. Nor does it govern every cancellation after a contract has formed. The statutory timing conditions must be satisfied; once the issue is an existing contract, termination, rescission or another remedy requires its own contractual or legal basis.
Article 11 addresses legal effects, not a licence to ignore receipt
For contracts concluded between absent parties, Article 11 provides that effects begin from the time acceptance is sent. Where express acceptance is unnecessary, effects begin from the time the offer reaches the recipient. These rules must be read together with the formation requirements and the applicable offer-period rules.
It would be inaccurate to use Article 11 to say that every acceptance sent at any time creates a binding contract, regardless of whether it corresponds to the offer or arrives as required. The article identifies the effects of a contract concluded under the applicable framework. It does not remove the need to establish that such a contract was concluded.
| Question | Relevant provision | Record to preserve |
|---|---|---|
| Did the parties express matching intentions? | Articles 1–2 | Complete offer, reply and incorporated terms |
| Did acceptance arrive within a fixed period? | Article 3 | Deadline and receipt evidence |
| Was a prompt acceptance delayed in transmission? | Article 5 | Dispatch, arrival and immediate response |
| Was withdrawal effective before the original declaration? | Article 10 | Arrival and knowledge chronology |
| From when does the concluded contract produce effects? | Article 11 | The applicable acceptance or offer event |
Authority and legal form remain separate checks
An apparently clear acceptance must come from the party or a person able to bind it. A corporate email address does not alone establish authority for every transaction. The commercial signing-authority guide explains the distinction between business roles and their statutory powers.
Article 12 generally permits contracts without a prescribed form unless law provides otherwise. Where a validity form applies, the parties’ agreement in principle does not dispense with it. Article 17 also addresses a form the parties themselves have agreed to require. A signature-ready draft and a legally effective contract must therefore be distinguished where a particular form remains necessary.
The fact that email proves a conversation does not mean it satisfies every statutory written or official-form requirement. The electronic-evidence guide concerns authenticity and proof; those questions are related to, but different from, legal form. Preserve original records without treating a screenshot as a universal solution.
Preparing an international quotation dispute
Arrange the documents as a chronological exchange: the first proposal, each revision, the response claimed as acceptance, any withdrawal and the first performance. Keep attachments and version identifiers with the messages that transmitted them. A quotation can change during negotiations, so the review must identify which version the alleged acceptance addressed.
Record the communication channel and the legal entity behind each sender. Mark dispatch, arrival and reading evidence separately where available. Do not fill gaps with invented times or assume that a read receipt proves more than it actually records. The resulting chronology should support the precise statutory question being asked.
Finally, determine the applicable law. These Turkish general rules do not automatically govern every international sale, and special treaty or contract rules require separate examination where relevant. Our governing-law guide explains that preliminary assessment. If a claim has already been served, include the complete document and service date; negotiations over whether a contract existed do not themselves suspend a procedural deadline.
Frequently asked questions
Must there always be a document called a contract?
No. Article 1 allows express or implied matching declarations, subject to any applicable statutory or agreed form requirement. The document’s heading is not decisive.
Is sending acceptance before a fixed deadline enough?
Article 3 requires acceptance to reach the offeror within the stated period. Dispatch and arrival should be proved separately.
Does a live video or telephone negotiation count as an exchange between absent parties?
Article 4 treats direct communication by telephone, computer or similar means as communication between present parties. A later-read message requires a different factual assessment.
What if a timely acceptance arrives late?
For the Article 5 situation, an offeror who does not wish to be bound must immediately inform the accepting party. Identify the applicable offer rule and transmission chronology.
Does silence always mean acceptance?
No. Article 6 applies only where law, the transaction’s nature or the circumstances make express acceptance unnecessary and the offer is not rejected within a suitable time.
Are price lists always non-binding under Turkish law?
No. Article 8 treats priced displays and sent price lists or tariffs as offers unless the contrary is clearly and readily understandable. Review the actual reservation and presentation.
Can a later message automatically withdraw an acceptance?
No. Article 10 requires the withdrawal to satisfy its arrival or prior-knowledge conditions. A subsequent change of mind is not enough by itself.
Do unresolved secondary terms always prevent agreement?
Article 2 permits formation once essential points are agreed despite unaddressed secondary points, while preserving form requirements. Identify which matters were actually essential.
Does Article 11 remove the need for timely acceptance?
No. It addresses when a contract concluded between absent parties produces effects. Formation and the applicable acceptance requirements still need to be established.
Which records matter most in a quotation dispute?
Keep the complete offer and revisions, attachments, alleged acceptance, withdrawal communications, authority documents and evidence of dispatch and arrival. Identify the governing law separately.
Official legal sources
Turkish Code of Obligations No. 6098, Articles 1–8, 10–12 and 17; official Ministry text, pages 1–4. This article concerns general Turkish contract formation, not every special rule for regulated or international sales. The Turkish statutory text governs.
Ask about a quotation or acceptance
State the quotation date, acceptance deadline and the disputed communication. Do not include confidential commercial documents in the initial enquiry.
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Bakırcı & Keskin Law Office is Mersin-based and works throughout Türkiye with an Istanbul and Mersin focus. Agree a confidential channel before sending the negotiation record.
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