Currency Fluctuation Makes a Turkish Commercial Contract Unprofitable: Can the Price Be Adjusted? – 2026 Updated Guide

Can a Turkish commercial contract price be adjusted because of currency fluctuation? Learn about adjustment clauses, hardship, force majeure, termination, evidence, and foreign-company remedies.

Currency fluctuations can significantly increase the cost of performing a commercial contract in Turkey. A supplier may face higher import costs, a contractor may struggle to purchase materials, or a foreign buyer may discover that the agreed price no longer reflects the economic balance of the transaction.

However, a contract does not automatically become adjustable merely because currency movements make performance less profitable. The parties must first examine the price clause, currency provisions, risk allocation, hardship rules, and the actual effect of the exchange-rate change.

Depending on the circumstances, a party may request renegotiation, contractual price adjustment, judicial adaptation, termination, or other legal remedies.

Is the Contract Price Fixed?

The first issue is whether the price was fixed in Turkish lira, a foreign currency, or according to an adjustment formula.

The contract may regulate:

• The payment currency;
• The applicable exchange rate;
• The exchange-rate date;
• Inflation or index adjustments;
• Raw-material cost changes;
• Import and customs costs;
• Tax changes;
• Periodic price reviews;
• Currency conversion;
• Extraordinary economic events;
• Renegotiation procedures.

If the parties clearly agreed to a fixed price and allocated currency risk to one party, ordinary exchange-rate movement may not justify a unilateral price change.

If the agreement contains a valid adjustment formula, the price should be recalculated according to that formula rather than through an informal demand.

Can a Party Unilaterally Increase the Price?

A party generally cannot impose a new price simply because the contract has become less profitable.

The supplier should not stop delivery or demand additional payment unless the agreement provides a relevant right or a legally recognized basis exists. Similarly, the buyer should not withhold payment automatically if the supplier’s adjustment right is valid.

The party seeking adjustment should provide a written explanation, calculation, supporting documents, and the contractual or legal basis for the request.

The other party should respond in writing and reserve its rights.

Contractual Price Adjustment Clauses

A well-drafted commercial contract may contain a price-adjustment mechanism linked to currency, inflation, commodity prices, labor costs, or an official index.

The clause should be interpreted according to its wording and purpose. Questions may arise about whether it applies to all deliveries, only future orders, only extreme changes, or a specified portion of the price.

The parties may also dispute whether the correct exchange rate, index, base date, or calculation method was used.

A price clause that applies only to future orders may not allow the supplier to revise the price of goods already ordered and accepted.

Hardship and Contract Adaptation

Turkish contract law may provide a hardship-based mechanism where an extraordinary and unforeseeable event fundamentally changes the balance of the contract and makes performance excessively burdensome.

Currency fluctuation may be relevant, but it is not automatically sufficient. The party seeking adaptation should generally show that:

• The event was extraordinary;
• The change could not reasonably have been anticipated;
• The party did not cause the problem;
• The economic balance changed substantially;
• Performance became excessively burdensome rather than merely less profitable;
• The contract had not already been fully performed;
• The requested adjustment is reasonable and proportionate.

The court or arbitral tribunal may examine the contract, the parties’ industry, the duration of the agreement, previous currency movements, the parties’ expertise, and the risk allocation.

Unprofitability Is Not Always Hardship

Commercial contracts involve ordinary market risks. A transaction becoming less profitable does not necessarily mean that performance has become legally excessive or impossible.

A party may face difficulty proving hardship where:

• The contract is short-term;
• The party is commercially experienced;
• Currency risk was foreseeable;
• The agreement was priced in a foreign currency;
• The party accepted a fixed-price obligation;
• Hedging or insurance was available;
• The party continued performing for a long period;
• The loss is only a reduction in expected profit.

The seriousness of the loss must be assessed in relation to the entire contract, not only one delivery or invoice.

Force Majeure and Currency Changes

Force majeure generally concerns events that prevent or seriously obstruct performance, such as natural disasters, war, government restrictions, or other extraordinary events defined by the agreement.

Currency fluctuation alone may not qualify as force majeure. A financial loss may be substantial without making performance impossible.

The contract should be checked for separate provisions concerning force majeure, hardship, economic imbalance, inflation, supply disruption, and change in law.

Can the Contract Be Terminated?

Termination may be possible if the agreement allows termination after a failed renegotiation, a material economic change, or the other party’s refusal to perform.

A party may also consider termination if continued performance has become legally impossible or if the counterparty commits a fundamental breach by refusing to pay or deliver according to the contract.

Termination should follow the agreement’s notice procedure. An unjustified refusal to perform may expose the terminating party to compensation claims.

Where the contract is long-term, the party should consider whether renegotiation or judicial adaptation is more appropriate than immediate termination.

Can the Parties Renegotiate the Price?

Renegotiation is often the most practical solution. The parties may agree to:

• A temporary price increase;
• A currency-sharing formula;
• A new exchange-rate base date;
• Partial indexation;
• A revised delivery schedule;
• Reduced quantities;
• A temporary suspension;
• A revised payment currency;
• A hardship review mechanism.

Any amendment should be written and should state whether it applies to past, current, or future orders.

The parties should also clarify whether the amendment releases previous claims or merely changes future performance.

Recovering Losses from Currency Fluctuation

A party may seek compensation where the counterparty breached a valid price or adjustment clause, refused to perform, or caused additional loss through an unjustified termination.

Potential losses may include replacement purchase costs, additional production expenses, financing costs, delay losses, and proven lost profits.

The claimant should show that the loss was caused by the breach and that reasonable steps were taken to mitigate it.

An ordinary decline in profitability may not be recoverable without a contractual or legal breach.

Evidence Required

The party seeking adjustment should preserve the commercial contract, price schedules, purchase orders, invoices, bank records, exchange-rate calculations, cost records, supplier quotations, import documents, shipping costs, and communications about the currency problem.

Financial evidence should show the economic balance at the time of contracting and the effect of the later change.

Useful records may include:

• Original cost calculations;
• Currency assumptions;
• Board or management approvals;
• Hedging documents;
• Raw-material invoices;
• Import and customs expenses;
• Payment schedules;
• Alternative supplier quotations;
• Expert accounting reports;
• Emails and messages concerning renegotiation.

Digital invoices, procurement records, electronic signatures, and cloud accounting data may be particularly important in 2026.

International Sales and Foreign Companies

Where one party is foreign, the contract may be governed by Turkish law, foreign law, an international sales regime, or a combination of contractual provisions.

The parties should review the governing-law clause, jurisdiction, arbitration, currency, delivery terms, payment provisions, and international sales rules.

The location of the loss, goods, bank accounts, and evidence may affect the most effective legal strategy.

A Turkish lawyer can assist with renegotiation, formal notices, contract adaptation, termination, commercial litigation, arbitration, and enforcement.

Lawyer Fırat Fesih Kaya assists foreign companies with Turkish commercial contracts, currency disputes, price adjustment claims, hardship, force majeure, supply agreements, and cross-border litigation.

2026 Practical Considerations

In 2026, commercial contracts should clearly allocate currency and inflation risk. Foreign companies should avoid relying on general “price review” language and should define the calculation method, trigger threshold, review date, notice process, and consequences of failed renegotiation.

Long-term supply, construction, distribution, energy, service, and technology agreements should include a specific economic imbalance clause.

When a currency problem arises, the parties should act quickly, preserve financial evidence, communicate formally, and avoid unilateral non-performance unless legally justified.

Frequently Asked Questions (FAQ)

1. Does currency fluctuation automatically allow a price adjustment in Turkey?
No. Adjustment usually depends on the contract, risk allocation, hardship principles, and the severity of the economic change.

2. Can a supplier unilaterally increase the contract price?
Generally, only if the contract or applicable legal principles permit the increase.

3. Is becoming unprofitable enough to prove hardship?
Not necessarily. The party may need to show an extraordinary and unforeseeable change that makes performance excessively burdensome.

4. Can a foreign buyer terminate because the Turkish supplier demands more money?
Potentially, if the price was fixed and the supplier’s demand constitutes a material breach or refusal to perform.

5. What if the contract contains a currency-adjustment clause?
The price should be calculated according to the clause, including its exchange-rate date, index, formula, and scope.

6. Is currency fluctuation a force majeure event?
Usually not automatically. The contract and the actual effect on performance must be examined.

7. Can a party request judicial adaptation of the price?
Potentially, where the legal requirements for hardship and contract adaptation are satisfied.

8. Can the parties renegotiate an existing contract?
Yes. A written amendment may provide a temporary increase, currency-sharing formula, revised quantities, or a new payment schedule.

9. What evidence is needed for a price adjustment claim?
The contract, cost calculations, exchange-rate data, invoices, payment records, financial reports, and communications about renegotiation may be important.

10. Should a party stop performing while requesting price adjustment?
Not automatically. Stopping performance without a valid contractual or legal basis may create a separate breach and compensation risk.

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 Currency and Contract Disputes

Expert legal support is essential to avoid losing valuable rights. By working with a lawyer experienced in Turkish commercial contracts, currency fluctuation, price adjustment, hardship, force majeure, termination, and cross-border disputes, foreign companies can protect their commercial interests. Fırat Fesih Kaya Law Office provides professional legal support for contract adaptation and commercial claims.

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