Force Majeure vs Hardship in Turkey: What Foreign Businesses Should Include in Contracts – 2026 Updated Guide

What is the difference between force majeure and hardship in Turkey? Learn what foreign businesses should include in commercial contracts concerning inflation, currency, supply disruption, suspension, and termination.

Foreign businesses operating with Turkish suppliers, distributors, contractors, manufacturers, and customers should distinguish carefully between force majeure and hardship.

Force majeure generally concerns an event that prevents or seriously obstructs contractual performance. Hardship concerns an extraordinary change that makes performance excessively burdensome or destroys the economic balance of the contract.

The legal consequences may be very different. Force majeure may justify temporary suspension or excuse liability, while hardship may lead to renegotiation, contract adaptation, price adjustment, or termination.

A clear contract should regulate both concepts separately.

What Is Force Majeure?

Force majeure usually refers to an extraordinary event outside the party’s control that could not reasonably be prevented and directly prevents or seriously obstructs performance.

Possible examples may include:

• War or armed conflict;
• Government prohibitions;
• Import or export restrictions;
• Natural disasters;
• Major fires or floods;
• Port closures;
• Extraordinary transportation disruption;
• Epidemics or public-health restrictions;
• Cyberattacks, if specifically included;
• Sanctions or embargoes;
• Destruction of essential production facilities.

An event should not automatically qualify merely because it makes performance more expensive. The party relying on force majeure should generally demonstrate a direct connection between the event and the inability to perform.

What Is Hardship?

Hardship concerns a fundamental economic disruption rather than complete prevention of performance.

A contract may become difficult because of:

• Extreme inflation;
• Currency collapse;
• Extraordinary energy costs;
• Severe raw-material increases;
• Long-term supply-chain disruption;
• Unforeseeable tax or regulatory costs;
• A dramatic change in economic conditions;
• The disappearance of the original commercial balance.

The affected party may still be technically capable of performing, but performance may become excessively burdensome compared with the assumptions existing when the contract was signed.

Hardship may support a request for renegotiation or judicial adaptation where the applicable legal requirements are satisfied.

The Main Difference Between Force Majeure and Hardship

The central distinction is the effect of the event.

Force majeure focuses on prevention or serious obstruction of performance. Hardship focuses on economic imbalance.

For example, a government prohibition that prevents the import of goods may support a force majeure claim. A significant increase in the cost of importing those goods may support a hardship argument, but it will not automatically excuse performance.

A currency fluctuation may create hardship if it fundamentally changes the contract balance. It may not qualify as force majeure unless the contract expressly provides otherwise and performance is actually prevented.

What Should a Force Majeure Clause Include?

Foreign businesses should avoid relying on a generic statement that neither party is liable for “unforeseen events.” A detailed clause should address:

• The definition of force majeure;
• Specific listed events;
• Events affecting suppliers and subcontractors;
• Government measures;
• Cyber incidents;
• Sanctions and trade restrictions;
• Notice requirements;
• Evidence of the event;
• Causation;
• Mitigation duties;
• Alternative performance;
• Temporary suspension;
• Payment obligations;
• Allocation of additional costs;
• The maximum suspension period;
• Termination after prolonged force majeure;
• Return of goods and advance payments;
• Insurance obligations.

The clause should clarify whether the event must make performance impossible, illegal, or merely substantially obstructed.

What Should a Hardship Clause Include?

A hardship clause should create a clear renegotiation mechanism. It should identify the economic trigger and explain what happens after the clause is invoked.

Important provisions may include:

• Inflation or currency thresholds;
• Cost-increase percentages;
• Indexation formulas;
• A defined change in law;
• A material imbalance test;
• Written notice;
• Financial evidence;
• A negotiation period;
• Continued performance during negotiations;
• Temporary price adjustment;
• Expert determination;
• Mediation;
• Arbitration;
• Termination if no agreement is reached.

The clause should state whether the party may request only renegotiation or may also request suspension, price adjustment, or termination.

Does Force Majeure Excuse Payment?

A party should not assume that financial difficulty or lack of funds automatically qualifies as force majeure.

Payment obligations are often treated differently from obligations affected by physical or legal impossibility. A buyer or supplier may need a specific contractual provision before relying on force majeure to delay payment.

The contract should clarify whether banking restrictions, currency controls, payment-system failures, sanctions, or inability to convert currency affect payment obligations.

Can a Hardship Clause Automatically Change the Price?

Usually, no. A hardship clause may create a right to request renegotiation, but it does not necessarily allow one party to impose a new price unilaterally.

The affected party should submit a written notice explaining the event, the financial impact, and the proposed adjustment.

The other party may be required to negotiate in good faith, but the final adjustment may require agreement, expert determination, judicial adaptation, or arbitration.

Notice and Evidence Requirements

Both clauses should contain clear notice provisions. The party relying on force majeure or hardship may need to notify the other party within a specified period after discovering the event.

The notice should identify:

• The relevant contractual clause;
• The event;
• The date it began;
• The affected obligations;
• The expected duration;
• The financial or operational impact;
• The steps taken to mitigate the effect;
• The requested remedy.

Evidence may include cost records, supplier invoices, exchange-rate data, government decisions, transport records, production reports, warehouse documents, energy bills, and expert accounting analysis.

Failure to give timely notice may limit the party’s ability to rely on the clause.

Mitigation and Alternative Performance

A party cannot necessarily rely on force majeure or hardship while taking no steps to reduce the consequences.

The contract should regulate alternative suppliers, substitute materials, alternative transport, revised delivery dates, partial performance, temporary price changes, and priority allocation.

The affected party should document its mitigation efforts. This may include alternative quotations, negotiations with suppliers, revised logistics plans, and attempts to continue partial performance.

Suspension, Adaptation, and Termination

The contract should distinguish between temporary relief and permanent exit.

Force majeure may justify suspension for a defined period. Hardship may trigger renegotiation or adaptation. Termination may be available if the event continues, performance becomes impossible, or negotiations fail.

The parties should regulate:

• The maximum suspension period;
• Whether payments continue;
• Treatment of advance payments;
• Return of products or equipment;
• Allocation of completed work;
• Customer and data handover;
• Confidentiality;
• Intellectual property;
• Outstanding invoices;
• Compensation and liability.

A party that terminates without a valid contractual or legal basis may face damages and other claims.

Turkish Law and Contract Adaptation

Even where a contract lacks a detailed hardship clause, Turkish contract law may allow adaptation in exceptional circumstances where an extraordinary and unforeseeable event fundamentally disrupts the balance of the agreement.

The affected party may need to show that the change was outside its control, that performance became excessively burdensome, and that continued enforcement of the original terms would be unfair in the circumstances.

The court or arbitral tribunal may consider adjusting the contract. If adaptation is impossible, termination or withdrawal may be considered where legally available.

This remedy is fact-specific. Ordinary inflation or normal business losses may not be sufficient.

Foreign Businesses and International Contracts

Foreign businesses should review the governing-law clause, jurisdiction, arbitration, international sales provisions, currency, language, delivery terms, and enforcement mechanism.

A contract governed by Turkish law may apply Turkish hardship principles, while a foreign governing-law clause may lead to a different analysis.

The parties should also clarify whether an international sales regime applies and whether it has been included, excluded, or modified by contract.

A Turkish lawyer can assist with clause drafting, hardship notices, renegotiation, contract adaptation, termination, arbitration, litigation, and enforcement.

Lawyer Fırat Fesih Kaya assists foreign businesses with Turkish commercial contracts, force majeure, hardship, inflation, currency disputes, supply-chain disruption, price adjustment, and termination.

2026 Contract Drafting Checklist

In 2026, foreign businesses should address digital operations, cyberattacks, cloud systems, electronic payment interruptions, online platforms, sanctions screening, remote performance, and cross-border supply chains.

A modern force majeure and hardship clause should identify measurable triggers, evidence requirements, response deadlines, interim obligations, and consequences if negotiations fail.

The parties should also avoid treating every economic difficulty as force majeure. A clear separation between physical prevention and economic hardship can reduce future disputes.

Frequently Asked Questions (FAQ)

1. What is the difference between force majeure and hardship in Turkey?
Force majeure generally concerns prevention or serious obstruction of performance, while hardship concerns an extraordinary economic imbalance that makes performance excessively burdensome.

2. Does extreme inflation automatically qualify as force majeure?
No. Extreme inflation is more commonly considered under hardship or price-adjustment provisions, unless the contract expressly provides otherwise.

3. Can currency fluctuation trigger a hardship clause?
Potentially, if the fluctuation is extraordinary, unforeseeable, and fundamentally changes the economic balance of the contract.

4. Does force majeure automatically terminate a contract?
No. It may justify suspension or excuse certain liability, but termination usually requires a contractual provision or another legal basis.

5. Can a party unilaterally change the price under a hardship clause?
Usually not. The clause commonly creates a right to request renegotiation or adaptation rather than impose a new price.

6. Can a party stop performing after sending a hardship notice?
Not automatically. The contract and applicable law should be reviewed before suspending performance.

7. What evidence is required for force majeure?
The party should show the event, its direct effect on performance, the duration, notice, and mitigation efforts.

8. What evidence is required for hardship?
Financial records, original cost assumptions, exchange-rate data, supplier invoices, price changes, and expert analysis may be important.

9. Can a court adapt a Turkish commercial contract?
Potentially, where the legal requirements for hardship and adaptation are satisfied.

10. What should foreign businesses include in future contracts?
They should include clear definitions, objective triggers, notice rules, evidence duties, renegotiation, suspension, price adjustment, termination, dispute resolution, and post-termination consequences.

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 Force Majeure and Hardship Disputes

Expert legal support is essential to avoid losing valuable rights. By working with a lawyer experienced in Turkish commercial contracts, force majeure, hardship, inflation, currency adjustment, supply-chain disputes, renegotiation, termination, and arbitration, foreign businesses can protect their commercial interests. Fırat Fesih Kaya Law Office provides professional legal support for contract drafting and disputes in Turkey and abroad.

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