International Buyer Rejects Turkish Goods After Delivery: Which Law Governs the Dispute? – 2026 Updated Guide

Which law applies when an international buyer rejects goods delivered by a Turkish supplier? Learn about Turkish law, the CISG, Incoterms, jurisdiction, rejection notices, and legal remedies.

When an international buyer rejects goods delivered by a Turkish supplier, the first question is which law governs the sales dispute. The answer may affect inspection duties, notice periods, rejection rights, repair, replacement, price reduction, damages, risk transfer, and termination.

The governing law is not determined merely because the goods were manufactured or shipped from Turkey. The parties should review the contract, governing-law clause, arbitration or jurisdiction clause, international sales rules, and mandatory regulations.

The buyer should act quickly after delivery because accepting, using, reselling, modifying, or failing to notify the supplier may affect available remedies.

Start With the Governing-Law Clause

The sales agreement may expressly state which law applies. Common wording may refer to Turkish law, the law of the buyer’s country, the law of the supplier’s country, or an international sales regime.

The buyer should examine the clause carefully. A reference to “the laws of Turkey” may produce a different result from a clause that expressly excludes international sales rules and applies only domestic Turkish law.

The governing-law clause is separate from the jurisdiction clause. One clause determines the legal rules, while the other identifies the court or arbitration tribunal that will decide the dispute.

Can the CISG Apply?

The United Nations Convention on Contracts for the International Sale of Goods may apply to an international sale involving Turkey, depending on the countries involved, the parties’ choices, and the structure of the transaction.

The CISG may regulate:

• Contract formation;
• Seller’s obligation to deliver conforming goods;
• Buyer’s inspection;
• Notice of non-conformity;
• Rejection;
• Repair or replacement;
• Price reduction;
• Damages;
• Fundamental breach;
• Termination or avoidance.

The parties may exclude or modify the application of the CISG through the contract. The buyer should not assume that Turkish domestic sales law applies automatically or that the CISG applies without checking the agreement.

When Does Turkish Domestic Law Apply?

Turkish domestic law may apply where the parties choose it, where the applicable conflict rules lead to Turkey, or where mandatory Turkish rules are relevant.

The analysis may involve Turkish contract, commercial, product safety, customs, tax, intellectual property, and procedural rules.

Even if foreign law governs the contract, mandatory rules relating to public order, product safety, customs, consumer protection, or regulatory compliance may still affect the transaction.

A Turkish lawyer should examine the legal framework before the buyer formally rejects the goods or terminates the contract.

What Does an Incoterm Decide?

Incoterms generally regulate delivery obligations, transport costs, insurance, and the transfer of risk between the parties.

They do not normally determine the overall governing law, contract validity, warranty rights, or the legal consequences of non-conforming goods.

For example, an Incoterm may determine when transport risk passes to the buyer, but it does not automatically decide whether the goods complied with the agreed specifications at the time of delivery.

The buyer should distinguish transport damage from manufacturing defects and preserve evidence for both.

Buyer’s Inspection and Notice Duties

The buyer should inspect the goods as soon as reasonably possible and notify the Turkish supplier of any non-conformity.

The contract and applicable law may require notice within a specific period. The notice should identify the shipment, delivery date, product, defect, contractual specification, inspection result, and requested remedy.

A general statement that the goods are “unacceptable” may be insufficient. The buyer should provide photographs, test reports, defect numbers, laboratory analysis, and details of the deviation where possible.

Latent defects should be reported promptly after discovery, even if the goods passed an initial inspection.

Can the Buyer Reject the Goods?

Rejection may be available where the goods materially fail to comply with the contract or the breach is fundamental.

The buyer should assess whether the defect:

• Makes the goods unusable;
• Affects safety;
• Prevents resale;
• Defeats the commercial purpose;
• Requires disproportionate repair;
• Concerns a central contractual specification;
• Affects the entire shipment or only part of it.

A minor or repairable deviation may support repair, replacement, or price reduction rather than rejection of the entire delivery.

The buyer should avoid using or reselling the goods before clearly reserving its rights.

Repair, Replacement, and Price Reduction

The buyer may request repair or replacement if the contract or applicable law provides such remedies.

Repair may be appropriate where the defect can be corrected without unacceptable delay. Replacement may be preferable where the products are unsafe, repeatedly defective, or impossible to repair economically.

If the buyer keeps the goods, a price reduction may be considered. The amount should reflect the difference between the value of conforming goods and the value of the goods delivered.

The buyer should document all repair, testing, transport, storage, and replacement expenses.

Refund and Contract Termination

The buyer may seek a refund and terminate or avoid the contract where the non-conformity is fundamental or the supplier fails to repair or replace the goods within the required period.

A refund claim may also include interest, inspection costs, return transport, customs expenses, storage, and other proven losses.

Termination should not be declared casually. The buyer should review the contract’s notice, cure, dispute resolution, and return-of-goods provisions.

Damages for Non-Conforming Goods

The buyer may claim compensation for losses caused by the supplier’s breach.

Potential losses may include:

• Replacement purchase costs;
• Production interruption;
• Customer penalties;
• Inspection and testing;
• Transport and storage;
• Product removal;
• Repair and installation;
• Customs expenses;
• Lost profits;
• Damage to the buyer’s products;
• Reasonable mitigation expenses.

The buyer must generally prove the breach, causation, and amount of loss. The buyer should also take reasonable steps to reduce the damage.

Which Court or Tribunal Will Decide?

The parties should review whether disputes must be brought before:

• A Turkish commercial court;
• A court in the buyer’s country;
• A court chosen by contract;
• An arbitral tribunal;
• A designated institutional arbitration center.

Jurisdiction and governing law are separate. A Turkish court may apply foreign law, and an arbitral tribunal seated outside Turkey may apply Turkish law if the contract requires it.

The buyer should also examine service, translation, evidence, interim measures, and enforcement requirements.

Evidence the International Buyer Should Preserve

The buyer should preserve the contract, purchase orders, technical specifications, approved samples, invoices, delivery documents, inspection reports, photographs, videos, packaging, serial numbers, laboratory tests, and supplier correspondence.

Transport and customs records may help establish when the goods were delivered and who bore transport risk.

Digital evidence may include electronic invoices, procurement records, cloud documents, email metadata, quality-control records, and messages exchanged with the Turkish supplier.

The goods should be preserved in their original condition whenever possible. Repair, disposal, or resale should be documented carefully.

Supplier’s Possible Defenses

The Turkish supplier may argue that:

• The goods complied with the agreed specifications;
• The buyer approved a sample;
• The buyer inspected and accepted the goods;
• Notice was late or insufficient;
• The defect arose during transportation;
• The buyer stored the goods improperly;
• The buyer modified or misused the products;
• The deviation was within an agreed tolerance;
• The buyer’s rejection was disproportionate;
• The buyer failed to mitigate its losses.

The buyer should anticipate these defenses before sending a termination or rejection notice.

Cross-Border Enforcement

If the buyer obtains a judgment or arbitral award, enforcement may be required against the supplier’s Turkish bank accounts, real estate, receivables, inventory, or other assets.

The buyer should assess whether urgent attachment or interim measures are available and whether the chosen court or tribunal can issue effective protection.

A Turkish lawyer can assist with rejection notices, technical inspections, refund demands, commercial litigation, arbitration, interim measures, and enforcement.

Lawyer Fırat Fesih Kaya assists international buyers with Turkish sales contracts, defective goods, CISG disputes, rejection, refunds, damages, and cross-border enforcement.

2026 Practical Considerations

In 2026, international goods disputes increasingly involve electronic purchase orders, online procurement systems, remote factory inspections, digital quality certificates, cloud records, and automated logistics data.

Foreign buyers should clearly regulate governing law, the CISG, inspection, notice, product specifications, testing, Incoterms, risk transfer, warranty, rejection, replacement, limitation of liability, arbitration, and enforcement.

The buyer should obtain legal and technical advice before rejecting a large shipment, especially where the goods are customized or difficult to return.

Frequently Asked Questions (FAQ)

1. Which law applies when an international buyer rejects Turkish goods?
The answer depends on the governing-law clause, applicable conflict rules, the CISG, and mandatory regulations connected with the transaction.

2. Does delivery from Turkey automatically mean Turkish law applies?
No. The contract may choose another law, and an international sales regime may also apply.

3. Can the CISG apply to goods purchased from a Turkish supplier?
Potentially, depending on the countries involved, the contract, and whether the parties excluded or modified its application.

4. Do Incoterms determine the governing law?
No. Incoterms generally regulate delivery, costs, and risk, not the overall legal system governing the contract.

5. How quickly should the buyer notify the supplier?
The buyer should inspect and notify promptly, while also checking the contract and applicable law for specific deadlines.

6. Can the buyer reject only part of the shipment?
Potentially, if only part of the goods is defective and the contract or applicable law permits partial rejection.

7. Can the buyer claim replacement costs?
Potentially, if the supplier breached the contract and the replacement purchase was reasonable and necessary.

8. What if the supplier says the goods were damaged during transport?
The buyer should examine the Incoterms, transport documents, packaging, inspection records, insurance, and evidence of when the damage occurred.

9. Can the buyer terminate after accepting the goods?
Possibly, particularly for latent or fundamental defects, but continued use or resale may affect rejection and termination rights.

10. What should an international buyer do first?
The buyer should preserve the goods and evidence, send a detailed notice, review governing law and jurisdiction, and obtain Turkish legal advice before rejecting or returning the shipment.

This article is provided for general informational purposes only and does not constitute legal advice. We recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support for International Goods Disputes

Expert legal support is essential to avoid losing valuable rights. By working with a lawyer experienced in Turkish commercial contracts, international sales, the CISG, defective goods, rejection, refund claims, arbitration, and cross-border enforcement, foreign buyers can protect their commercial interests. Fırat Fesih Kaya Law Office provides professional legal support for international buyers in Turkey and abroad.

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