Unpaid International Sale to a Turkish Buyer: Payment and Recovery

What must an overseas seller establish before demanding payment?

An unpaid international sale to a Turkish buyer must be analysed against the agreed payment trigger, not the invoice alone. When goods supplied from abroad remain unpaid, the seller should assemble the contract, order confirmation, invoice schedule, delivery documents, correspondence about defects and the buyer’s payment history. An invoice identifies a demand, but the underlying sale and performance establish why the demand is payable. A recovery strategy also requires a review of the dispute-resolution clause and the buyer’s legal identity.

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The United Nations Convention on Contracts for the International Sale of Goods, commonly called the CISG, provides a framework for qualifying international sales. Its application is not assumed from the foreign nationality of one director or the use of an English invoice. The parties’ relevant places of business, the type of transaction, the contract and applicable exclusions require examination. A court or arbitration clause remains a separate procedural question.

Our English legal services homepage explains how Turkish-law work is coordinated by our Mersin-based practice through the Istanbul and Mersin offices.

At a glance

1. Identify whether the CISG governs this sale

The United Nations depositary notification records the Convention’s entry into force for Turkey on 1 August 2011. That fact does not mean it governs every transaction involving a Turkish customer. Article 1 concerns sales between parties with places of business in different states under its conditions; exclusions, relevant declarations and the actual agreement still require examination.

Article 4 distinguishes the contract’s formation and the seller’s and buyer’s obligations from matters outside the Convention’s ordinary scope, including the effect on property in the goods. Article 6 permits exclusion or variation within its terms. Keep a choice-of-law clause, an express CISG exclusion and a reservation-of-title clause visible as separate provisions. Do not assume that using English, invoicing in euros or calling the customer an importer answers all three questions.

2. Start with the CISG payment rules rather than an assumed invoice date

CISG Article 58 supplies a default rule where payment time is not otherwise fixed: payment is linked to the seller placing goods or documents controlling their disposition at the buyer’s disposal in accordance with the contract and Convention. The article also addresses examination of goods and payment-against-documents arrangements. The actual bargain must therefore be read before treating shipment, port arrival or warehouse delivery as the universal payment date.

CISG Article 59 states that the buyer must pay on the date fixed by or determinable from the contract and Convention without a separate seller request or formality being necessary. That does not remove the need to prove what the date was. A term such as thirty days after acceptance requires evidence of acceptance or the event contractually standing in its place.

Neither provision decides every issue in a transaction containing installation, commissioning, services, retention payments or a substantial dispute about the goods. Identify the relevant obligation and the portion of the price it controls. The purpose of the initial review is to establish a defensible due-date schedule, not simply to repeat the dates printed on invoices.

A seller should also distinguish substantive payment obligations from the procedural notice and service steps needed in Turkey. A Convention rule saying no separate payment request is necessary does not make a court summons, mediation application or enforcement notice unnecessary where the applicable procedural law requires it.

3. Use the CISG remedies consistently

CISG Article 62 addresses the seller’s right to require payment, taking delivery and performance of other obligations, unless the seller has resorted to an inconsistent remedy. The remedy selected must therefore match the position communicated to the buyer. A demand for the entire price should not ignore a separate declaration purporting to unwind the same contract.

Article 63 permits an additional period of reasonable length for the buyer to perform. During that period, the seller ordinarily cannot resort to other breach remedies unless the buyer gives notice of non-performance, although the article preserves a claim for delay damages. An additional period should be drafted with its intended legal effect in mind, not inserted automatically into every collection email.

Article 64 regulates avoidance for a fundamental breach and for specified failures to pay or take delivery within an additional period. Its conditions are more precise than a rule that any late invoice permits immediate cancellation. The timing of a declaration and the buyer’s performance can affect the analysis.

The seller should decide whether the commercial objective is payment while keeping the sale in place, return of goods, a structured settlement or another supported remedy. That decision requires a contract review and a realistic understanding of possession, resale, storage and available enforcement. A threat to collect every possible remedy at once is not a substitute for a coherent case.

4. Calculate principal, credits and interest separately

CISG Article 78 recognises interest on unpaid price or another overdue sum without prejudice to a damages claim under the Convention. It does not itself insert one numerical interest rate for every international sale. The contractual provision and the legal method for determining the applicable rate must be assessed separately.

Prepare a ledger showing each invoice, payment trigger, agreed currency, due date, payment received and credit note. A seller should not apply a current exchange rate to every historical payment without explaining why that conversion is legally appropriate. A foreign-currency debt, a local-currency settlement and a conversion loss are different accounting questions.

For illustration, if a seller claims EUR 40,000 and has already received EUR 12,000 clearly allocated to that invoice, the starting principal balance is EUR 28,000. This arithmetic does not decide whether a credit note, valid defect claim or other adjustment changes the amount. The example is hypothetical and is not a finding about an actual buyer.

Interest should identify the base amount, period, rate and any change in the outstanding principal. Do not continue charging interest on a sum after it has been paid. Equally, a payment described as principal should not silently be treated as resolving every separate cost or interest issue unless the governing rules or agreement support that result.

5. Keep the sale claim separate from Turkish procedural classification

Where Turkish commercial-court proceedings are contemplated, Law No. 7445, Article 31, amended Commercial Code Article 5/A concerning pre-action mediation in the specified monetary commercial disputes. Whether a particular route, application or claim falls within the applicable requirement must be checked. A foreign seller is not automatically exempt simply because its office and documents are outside Turkey.

An initial enforcement application, a lawsuit after an objection and a claim supported by an existing enforceable instrument present different procedural positions. Do not describe them all as the same collection case. The agreement’s arbitration or jurisdiction clause and any existing judgment or award should be reviewed before selecting the Turkish step.

Our invoice objection guide addresses a different question: whether the invoiced transaction was agreed at all. An established sale with an unpaid instalment and an invoice lacking an underlying order should not be treated as identical facts.

6. Identify the correct buyer and the complete contract

Check the buyer’s registered name, registration details, address and signatory against the order and invoice. A warehouse operator, customs representative, distributor and buyer can be different entities. Goods delivered to an address do not establish that every company operating there owes the price.

Preserve the accepted quotation, purchase order, amendments, specifications and agreed payment terms. Where negotiations occurred through an agent, identify the authority relied upon. Do not substitute an individual director as debtor merely because that person negotiated or sent reassuring messages.

7. Review jurisdiction and arbitration clauses before choosing a procedure

A clause selecting foreign courts or arbitration is not ignored merely because the buyer has assets in Turkey. Examine its wording, scope, parties, validity and relationship with the claim. A sale contract, guarantee and later settlement may contain different clauses, so preserve the full set of documents.

Urgent asset protection, recognition of an existing decision and proceedings on the underlying debt can raise different jurisdictional questions. Identify which step is proposed and the instrument supporting it. The location of goods or a Turkish bank account is relevant evidence, not a complete answer to every forum issue.

8. Connect trade terms to the actual delivery obligation

The official trade guidance on Incoterms distinguishes trade responsibilities from other contract issues. If the parties used an Incoterms rule or another trade term, identify the version and named place precisely. The allocation of transport, risk, documents and costs should be read alongside the payment terms; one trade abbreviation does not settle every issue of ownership, payment timing or jurisdiction.

Compare the agreed route with the actual route. A change requested by the buyer, delivery to a third-party warehouse or a partial shipment should be documented. Do not treat a transport deviation as automatically irrelevant or automatically fatal without examining its contractual significance.

9. Build a shipment record rather than relying on the invoice alone

Collect the packing list, transport document, customs records, delivery receipt and any acceptance or commissioning record. These documents answer different questions. A bill of lading can evidence carriage arrangements, while a warehouse receipt may evidence custody; neither should be described as proving every element of final acceptance without review.

Record shortages, reservations or damage noted on receipt. A clean signature can be relevant, but it does not automatically resolve a later issue that was not reasonably discoverable at handover. Preserve photographs and inspection records together with the contractual specification to which they relate.

10. Separate the buyer’s debt from the payment instrument

Payment on open account, against documents, through a letter of credit or under a separate guarantee creates different documentary questions. Obtain the actual banking or security instrument, not only a message saying the bank will pay. Identify deadlines, required documents and any discrepancy notice.

A dispute under the sale contract is not necessarily identical to the bank’s obligation under a separate instrument. Do not assume that a buyer’s complaint automatically stops an independent payment undertaking, or that a bank’s refusal resolves the seller’s claim against the buyer. Each instrument requires its own analysis.

11. Classify the buyer’s reason for withholding payment

Ask whether the buyer disputes quantity, quality, timeliness, conformity, documentation, the price or the existence of an agreement. A general message saying the goods are unsuitable should be connected to specific specifications, inspection findings and dates. The response should address the actual allegation rather than dismiss every complaint as an excuse.

Preserve the buyer’s notices and the seller’s response. Keep commercial proposals, repair offers and admissions distinct. A goodwill discount discussion should not be casually described as an unconditional acknowledgement that the entire shipment was defective.

Our goods and specification dispute guide explains the buyer-side evidence. Examining that account fairly helps distinguish a substantiated complaint from a payment excuse; it does not require accepting every allegation without checking it.

12. Give a clear and consistent notice

A payment notice should identify the contract, unpaid sums, due dates, credits and action requested. If an additional performance period or an avoidance declaration is contemplated, its legal basis and intended effect need separate consideration. Do not combine inconsistent instructions simply to make the letter sound forceful.

Use a channel and language appropriate to the agreement and required procedural effect. Preserve delivery and any reply. A formal Turkish filing can require a translation and supporting authority even where the parties conducted their business in English.

13. Account for returns, resale and credits honestly

If goods were returned, resold, repaired or credited, keep the supporting account. A claim must not demand the full original price while concealing a repayment or credit already agreed for the same obligation. Conversely, a buyer’s unilateral deduction should be examined rather than accepted merely because it appears in its ledger.

Identify who holds returned goods and their condition. Storage, transport and resale costs need a legal and evidential basis. A commercially sensible disposal decision should be documented so later calculations distinguish mitigation from an unrelated transaction.

14. Assess security and assets without making collection promises

A guarantee, retention-of-title clause, insurance policy or other protection may matter, but its actual terms must be obtained. Do not assume that a standard clause used in another country has the same effect against third parties or assets in Turkey. Identify registration, notice and enforcement requirements where relevant.

Asset information should be collected through lawful sources and procedures. A website showing a factory does not prove ownership of the property or available assets free of prior rights. A supported debt and a realistic collection prospect remain distinct questions.

15. Prepare translations and authority for the selected route

Keep original contracts, invoices and communications together with any working translations. A summary that omits a jurisdiction clause or payment condition can distort the assessment. Translate the documents required for the particular proceeding accurately, preserving dates, amounts, company names and reservations.

A foreign company’s representative should establish both its legal existence and the authority of the person granting a power of attorney. Authentication and translation requirements depend on the document and its origin. An English-language signature block alone does not prove corporate authority.

16. Make settlement terms operational

A proposed settlement should state the amount, currency, instalments, payment dates, security, treatment of interest and costs, and scope of any release. Payment to a different account or person should be documented with clear authority. Do not sign a general release before understanding whether payment has actually arrived.

If settlement involves goods, identify their condition, location, handover and the effect on the debt. A promise to collect goods later should not leave the seller’s claim, storage costs and responsibility for loss unexplained.

17. An illustrative machinery payment dispute

Suppose a seller supplied machinery to a Turkish buyer under a contract providing part payment on shipment and the balance after commissioning. Shipment occurred, but commissioning was postponed while the parties disputed site access and technical readiness. These invented facts illustrate why one invoice date cannot settle the entire case.

The review separates the shipment instalment from the commissioning balance, examines the access obligations and preserves the buyer’s explanations. It then determines which sums are due, what performance remains and which remedy is consistent with the seller’s objective. The analysis is based on the contract and evidence, not a promise that any unpaid invoice can immediately be enforced in full.

A documented recovery strategy from Mersin

An international sale claim becomes easier to assess when the contractual obligation, delivery record, payment schedule and dispute clause are placed in one chronological file. Separate the merits, procedural route, interim protection and collection prospect. That structure supports a reasoned decision about negotiation, mediation, litigation, arbitration or enforcement without promising a result before the record is examined.

Bakırcı & Keskin Law Office is Mersin-based and works throughout Türkiye with an Istanbul and Mersin focus. Matters involving buyers, goods or assets elsewhere in Turkey are coordinated through the Istanbul and Mersin offices, subject to jurisdiction, procedural requirements and the agreed mandate.

Frequently asked questions

Does an English invoice automatically make the CISG applicable?

No. The relevant places of business, transaction, contract and exclusions must be examined.

Is the invoice date always the payment due date?

No. Read the agreed payment trigger and the applicable Convention rules, including Articles 58 and 59.

Can the seller demand payment without a separate reminder?

Article 59 addresses payment on the date fixed by or determinable from the contract and Convention. Procedural notices and proof of the due date remain separate questions.

Does Article 78 specify one interest rate?

No. It recognises the interest entitlement but does not itself provide one numerical rate for every sale.

Can the seller both keep the contract and avoid it?

The remedies must be selected consistently. Articles 62–64 require attention to the remedy already used and the conditions for avoidance.

Is a foreign seller automatically exempt from Turkish mediation requirements?

No. The applicable Turkish procedural route and the nature of the claim require assessment.

Does a delivery receipt defeat every defect complaint?

No. The receipt, specification, inspection and nature and timing of the alleged defect must be considered together.

Can the matter be reviewed without immediate travel to Turkey?

Document review can be coordinated remotely. Formal authority, translation and any necessary attendance are assessed for the selected procedure.

Primary and official sources

United Nations CISG treaty status; UN depositary notification for Turkey; CISG treaty text reproduced article by article; Law No. 7445: commercial mediation amendment; International Trade Administration guidance on Incoterms.

The treaty text, applicable declarations, contract and Turkish procedural legislation must be read together. This is general English-language information, not an official translation, banking opinion or guarantee of collection.