Statute of Limitations for Commercial Invoices and International Sale of Goods in Turkey (2026 Updated Guide)

How long can an unpaid commercial invoice be claimed in Turkey? Learn the limitation periods for commercial sales, international sale of goods, CISG transactions, defective goods, interest, acknowledgments and debt recovery.

An unpaid commercial invoice involving a Turkish company can create a deceptively difficult limitation-period problem. Foreign suppliers often assume that the date printed on the invoice automatically determines how long they have to sue, while Turkish buyers may assume that an old invoice is automatically unenforceable. Neither assumption is necessarily correct. The applicable period depends on the legal basis of the claim, the underlying contract, when the receivable became due, whether a special limitation rule applies, the governing law and, in international transactions, whether the United Nations Convention on Contracts for the International Sale of Goods (CISG) governs the substantive sales relationship.

Under Article 146 of the Turkish Code of Obligations, the general rule is a ten-year limitation period unless legislation provides otherwise. Article 149 further provides that limitation generally begins when the receivable becomes due.

Is Every Commercial Invoice Subject to the Same Limitation Period?

No. An invoice is normally evidence relating to an underlying commercial relationship; it is not itself the legal source of every claim.

The first question should therefore be: What transaction created the debt?

A claim may arise from a sale of goods, services, agency relationship, construction contract, transportation arrangement, partnership relationship or another commercial transaction. Different statutory provisions can produce different limitation periods.

General Limitation Period Under Turkish Law

Article 146 of the Turkish Code of Obligations establishes the general ten-year limitation period for receivables unless another provision establishes a different period.

Accordingly, an ordinary commercial receivable should not automatically be treated as subject to a five-year period merely because an invoice was issued.

The underlying transaction must first be classified correctly.

When Does the Limitation Period Start?

Under Article 149, limitation generally begins when the receivable becomes due.

Consequently, identifying the payment due date can be more important than identifying the invoice issue date.

For example, if goods were invoiced on 1 March but the contract provided 60-day payment terms, the analysis should focus on when payment actually became due.

Invoice Date and Due Date Are Not Always the Same

Commercial invoices commonly contain expressions such as:

“30 days from invoice date,”
“60 days after delivery,”
“payment upon acceptance,” or
“90 days after bill of lading.”

The contractual payment mechanism should therefore be reviewed together with the invoice.

What If No Payment Date Was Agreed?

The contract, purchase order, invoice, correspondence, established commercial relationship and applicable statutory rules should be examined to determine when payment became due.

The creditor should not simply choose a later date in an attempt to extend limitation.

Five-Year Limitation Periods Exist for Certain Claims

Article 147 provides a five-year period for specified categories of claims, including certain periodic obligations, small-scale retail sales, partnership-related claims, agency and commission relationships and certain claims arising from contracts for work.

This is why identifying the underlying contractual relationship is essential.

Ordinary Wholesale Sales Should Not Automatically Be Classified as Small Retail Sales

Article 147 specifically refers to receivables arising from small-scale retail sales.

A substantial international B2B sale between commercial companies should therefore not automatically be placed into that category merely because goods were sold and invoiced.

What About International Sale of Goods?

International sales require an additional layer of analysis.

The contract may involve a Turkish buyer and a manufacturer or exporter located abroad. The CISG may govern the substantive sale where its application requirements are satisfied, unless it has been effectively excluded.

However, the existence of the CISG does not by itself answer the limitation-period question.

Does the CISG Establish a General Statute of Limitations?

No. The CISG regulates important issues concerning formation of international sales contracts and the rights and obligations of buyers and sellers, but it does not itself establish a general limitation period for bringing claims.

A separate governing-law and limitation analysis is therefore necessary.

Turkey and the Separate Limitation Convention

The CISG should not be confused with the separate Convention on the Limitation Period in the International Sale of Goods.

For international sales involving Turkey, practitioners should determine the applicable domestic limitation law rather than assuming that the CISG itself provides a universal four-year or other limitation period.

Turkish Law May Still Determine the Limitation Period

If Turkish substantive law governs the relevant limitation question, Article 146’s general ten-year period may become relevant unless a special rule applies.

But international contracts must be reviewed individually because the parties may have selected another governing law.

Governing-Law Clauses Are Critical

Consider a contract stating that it is governed by German, English, Swiss or another country’s law.

The limitation analysis cannot simply stop at Turkish Article 146. The applicable conflict-of-laws rules, contractual governing-law clause and nature of limitation under the relevant legal system should be analyzed.

Jurisdiction and Governing Law Are Different

A contract can provide for Turkish courts while selecting foreign substantive law.

Likewise, a foreign court or arbitral tribunal can potentially apply Turkish substantive law.

The dispute-resolution clause and governing-law clause should therefore be reviewed separately.

Arbitration Does Not Automatically Change the Limitation Period

The existence of an arbitration agreement does not mean the underlying claim has no limitation period.

A claimant considering arbitration should determine the applicable limitation rules before waiting to commence proceedings.

Unpaid Purchase Price Claims

A foreign seller seeking payment from a Turkish commercial buyer should collect the entire transaction file, including:

the framework agreement, purchase order, invoice, delivery documents, customs documents, transport documents, acceptance records, account statements, payment correspondence and any acknowledgments of the outstanding balance.

The objective is to establish both the existence of the debt and the date on which it became due.

Invoice Alone May Not Be Enough

An invoice can be significant commercial evidence, but disputed debt litigation may require proof of the underlying sale and performance.

Delivery documents and correspondence can therefore become particularly important.

Partial Payments Should Be Investigated

If the buyer made partial payments, identify exactly which invoices those payments related to.

Payment descriptions, bank records and account reconciliation can affect the legal analysis concerning acknowledgment and the remaining balance.

Written Acknowledgment of Debt Can Be Important

Under Turkish limitation rules, acknowledgment by the debtor is one of the circumstances capable of interrupting limitation. Judicial and enforcement steps can also have limitation consequences under the applicable provisions.

Accordingly, an email stating that the buyer accepts the outstanding balance but requests additional time can be legally much more important than ordinary commercial correspondence.

Account Reconciliation Records Can Matter

Turkish companies frequently exchange account confirmations or balance reconciliations.

Where a debtor confirms a specific outstanding balance, the document should be preserved carefully and analyzed for its potential legal effects.

Payment Plans Should Be Reviewed

A buyer may request payment in installments after the original invoice becomes overdue.

The resulting agreement can affect maturity and limitation analysis depending on its wording and legal character.

Do not assume that every payment plan automatically produces the same legal consequence.

Interest Claims Require Separate Attention

Article 152 provides that when the principal claim becomes time-barred, dependent interest and other accessory claims are also affected.

The principal receivable and interest calculation should therefore be analyzed together.

Defective Goods Claims Can Have Different Limitation Rules

A buyer’s claim arising from defective goods should not automatically be treated as subject to the general ten-year period.

Under Article 231 of the Turkish Code of Obligations, claims based on the seller’s liability for defects in movable goods are generally subject to a two-year limitation period from delivery, subject to the statutory qualifications and circumstances including serious seller fault.

The CISG Also Contains Notice Rules for Non-Conforming Goods

Limitation periods should not be confused with the CISG’s rules concerning examination and notice of non-conformity.

A buyer can encounter problems with a claim because it failed to provide legally sufficient notice even before a domestic statute of limitations becomes decisive.

The two questions should be analyzed separately.

Seller’s Purchase Price Claim and Buyer’s Defect Claim Are Different

A seller may sue for an unpaid purchase price while the buyer raises defects, non-conformity, set-off or damages.

Each legal position may involve separate timing requirements.

The fact that one claim remains enforceable does not automatically establish that every counterclaim is timely.

Does Expiry Automatically Eliminate the Debt?

Under Turkish law, limitation generally operates as a defense rather than automatically erasing the underlying debt. The debtor must ordinarily invoke the limitation defense; the court does not simply apply it automatically in every case.

This distinction can become important in litigation strategy.

Enforcement Proceedings Should Not Be Delayed

A creditor with an old commercial invoice should not wait until the final weeks of a limitation period.

Service problems, jurisdiction disputes, corporate changes, missing documents and foreign evidence can all delay effective debt recovery.

Foreign Companies Should Check the Turkish Debtor’s Current Status

Before commencing proceedings, investigate whether the Turkish buyer remains active, has changed its trade name, merged, entered restructuring or insolvency proceedings or transferred significant assets.

Limitation is only one aspect of successful recovery.

Review Multiple Invoices Separately

A long-term supply relationship may involve dozens or hundreds of invoices.

Each invoice may have a different maturity date.

Prepare a schedule showing:

invoice number, invoice date, delivery date, contractual due date, amount, payments received, outstanding balance, acknowledgment date and potential limitation deadline.

Do Not Treat the Last Invoice as Extending Every Earlier Invoice

The fact that business continued for several years does not necessarily mean that the limitation period for the oldest unpaid invoice begins on the date of the final shipment.

Each debt should be analyzed according to the underlying contractual structure and maturity arrangements.

Foreign Currency Invoices Require Additional Analysis

Many international sales are denominated in EUR, USD, GBP or another currency.

The creditor should preserve the contractual currency provisions and payment instructions. Currency, interest and conversion issues should be analyzed separately from limitation.

What If the Buyer Claims the Invoice Was Never Accepted?

Examine delivery, receipt, customs clearance, warehouse records, emails and subsequent conduct.

The case should not be reduced solely to whether the debtor stamped or signed the invoice.

Electronic Invoices and Commercial Records

Electronic invoicing and digital accounting systems can provide valuable evidence.

Preserve original electronic records, delivery confirmations and business correspondence rather than relying only on screenshots.

Emails and Messaging Records Can Become Critical

Correspondence may demonstrate delivery, complaints, requests for additional payment time, acknowledgment of debt or settlement negotiations.

Export and preserve relevant communications before employees leave the company or accounts are deleted.

Check Whether the Claim Was Previously Pursued

Previous enforcement proceedings, litigation, arbitration or legally significant debtor acknowledgment may affect limitation.

A complete procedural history should therefore be prepared before concluding that an old invoice is time-barred.

Contractual Clauses Cannot Simply Override Mandatory Limitation Rules

Article 148 provides that the limitation periods established in the relevant section of the Turkish Code of Obligations cannot be altered by agreement.

A contractual provision attempting to rewrite mandatory statutory limitation rules should therefore be reviewed carefully rather than accepted at face value.

International Sellers Should Conduct an Early Limitation Audit

Foreign manufacturers with substantial Turkish receivables should review overdue accounts periodically rather than waiting until commercial negotiations collapse.

A limitation audit should identify the governing law, maturity date, applicable statutory period, acknowledgments, payments, prior proceedings and available enforcement strategy.

Immediate Action Plan for an Old Commercial Invoice

When a foreign seller discovers an old unpaid Turkish invoice, it should immediately determine the underlying contract, identify governing law and dispute-resolution provisions, calculate the original maturity date, determine the applicable limitation period, review partial payments and acknowledgments, examine previous legal proceedings, preserve delivery and customs evidence and assess whether immediate litigation, arbitration or enforcement action is required.

Frequently Asked Questions

What is the general limitation period for a commercial receivable in Turkey?

Where no special statutory period applies, Article 146 of the Turkish Code of Obligations establishes a ten-year limitation period.

Does the period start from the invoice date?

Not necessarily. Under Article 149, limitation generally starts when the receivable becomes due.

Are all commercial invoices subject to ten years?

No. Special statutory periods can apply depending on the underlying legal relationship.

Is there a five-year limitation period for some commercial claims?

Yes. Article 147 provides five-year periods for specified categories, including certain periodic claims, small-scale retail sales, agency and commission claims and certain contracts for work.

Does the CISG provide a limitation period for international sales?

The CISG does not itself provide a general limitation period for bringing claims. The applicable limitation law must be determined separately.

Can a buyer’s acknowledgment affect limitation?

Potentially. Acknowledgment of debt can have important consequences under Turkish limitation rules and should be examined carefully.

What about claims concerning defective goods?

Special rules may apply. Under Turkish domestic sales law, Article 231 contains a two-year rule concerning seller liability for defects in movable goods, subject to statutory qualifications.

Does a time-barred debt automatically disappear?

Not in the same sense as automatic extinguishment. Under Turkish law, limitation generally operates through a defense that must be invoked by the debtor.

Should each invoice be analyzed separately?

Generally, yes, particularly where invoices have separate due dates. The contractual structure and any account or acknowledgment arrangements should also be examined.

What is the most important first step?

Do not calculate limitation merely from the invoice date. Identify the legal basis of the receivable, governing law, contractual maturity date and any special statutory limitation rule, then examine whether payments, acknowledgments or previous proceedings have affected the limitation analysis.

Client-Focused Legal Support for International Commercial Debt and Invoice Disputes in Turkey

Fırat Fesih Kaya Law Office assists foreign manufacturers, exporters, international suppliers and companies with unpaid commercial invoices, international sale-of-goods disputes, CISG claims, Turkish debt recovery, enforcement proceedings and cross-border commercial litigation. Lawyer Fırat Fesih Kaya provides legal assistance in determining applicable limitation periods, reviewing international sales contracts, evaluating acknowledgment and payment records, pursuing overdue invoices and defending Turkish and foreign companies in commercial receivables disputes.

Phone:
+90 312 434 22 22

Mobile:
+90 532 769 22 22

Email:
info@firatfesihkaya.av.tr

Address:
Mevlana Boulevard No:221, Yıldırım Tower, Office No:148
06520 Balgat, Çankaya, Ankara, Turkey