Turkish buyer refusing to accept goods from a foreign seller? Learn about CISG remedies, delivery refusal, storage costs, damages, resale, contract avoidance, payment claims and enforcement options in Turkey.

A foreign manufacturer or exporter signs a sales contract with a Turkish company, manufactures the ordered goods and ships them to Turkey. The goods arrive on time and comply with the agreed specifications, but the Turkish buyer suddenly refuses to accept delivery.

The buyer may claim that it no longer needs the products, has lost financing, cannot complete customs clearance, found a cheaper supplier or simply wants to cancel the order.

For the foreign seller, this can create immediate losses. Goods may remain at a port or warehouse while storage, demurrage, transportation and insurance costs continue to increase. Customized products may be difficult to resell, and the seller may still be waiting for the purchase price.

In qualifying international sales involving Turkey, the United Nations Convention on Contracts for the International Sale of Goods (CISG) can provide important remedies. Depending on the contract and circumstances, the foreign seller may potentially require the buyer to take delivery and pay the price, claim damages and interest, fix additional time for performance, avoid the contract for sufficiently serious breach, resell the goods and recover qualifying losses.

The first issue is therefore not simply whether the Turkish buyer says, “I refuse delivery.”

The critical question is:

Does the buyer have a legally valid reason for refusing the goods?

Is a Turkish Buyer Required to Take Delivery?

Where the CISG applies, the buyer has two fundamental obligations: pay the price and take delivery of the goods.

Article 53 provides that the buyer must pay the price and take delivery as required by the contract and Convention.

Taking delivery is therefore not merely a commercial courtesy.

It is a contractual obligation.

A Turkish buyer that unjustifiably refuses conforming goods may itself be in breach of the international sales contract.

What Does “Taking Delivery” Mean?

Article 60 of the CISG provides important guidance.

Taking delivery generally includes performing acts that can reasonably be expected to enable the seller to make delivery and actually taking over the goods.

This distinction matters.

A buyer may breach its obligations even before physically rejecting the shipment.

For example, it may refuse to provide required shipping instructions, fail to arrange agreed customs procedures, refuse to nominate a delivery location or deliberately prevent unloading.

Depending on the contract, those actions may interfere with the seller’s ability to complete delivery.

First Determine Whether the CISG Applies

Turkey has been a contracting state to the CISG since August 1, 2011.

The Convention can therefore apply to many international sales involving Turkish companies where its requirements are satisfied.

UNCITRAL – United Nations Convention on Contracts for the International Sale of Goods

The contract does not necessarily need to contain the word “CISG.”

The foreign seller should examine the parties’ places of business, governing-law provision, nature of the transaction and whether the Convention was expressly excluded.

Does a Turkish Law Clause Exclude the CISG?

Not necessarily.

If the contract states:

“This Agreement shall be governed by Turkish law,”

the CISG may still govern qualifying international sales because Turkey is a contracting state.

If the parties intended to exclude the Convention, an express exclusion is much clearer.

The applicable framework may therefore involve the CISG for matters within its scope and Turkish domestic law for supplementary matters.

Why Is the Buyer Refusing Delivery?

The reason matters enormously.

There is a major difference between:

“The machinery does not satisfy the agreed technical specifications.”

and:

“We no longer need the machinery because our project was cancelled.”

The first may potentially involve seller non-performance.

The second may represent buyer breach.

The seller should immediately demand a written explanation identifying the precise contractual basis for refusal.

Buyer Simply Changes Its Mind

A commercial buyer generally cannot assume that it has a consumer-style right to cancel an international sales contract because the transaction is no longer attractive.

Suppose a Turkish importer orders EUR 500,000 of raw materials.

Before delivery, market prices collapse.

The importer finds the same goods elsewhere for EUR 350,000 and refuses the original shipment.

A change in market price does not automatically eliminate contractual obligations.

The foreign seller should examine its performance and available CISG remedies.

Buyer Has Financial Problems

Another common explanation is:

“We cannot pay right now, so we will not accept the goods.”

Financial difficulty does not automatically terminate the sales agreement.

If the buyer cannot perform its obligations, the seller should evaluate the seriousness of the breach and whether additional protective remedies are available.

The buyer’s financial deterioration may also create concerns about future payment and collectability.

Buyer Refuses to Complete Customs Clearance

International contracts should clearly allocate customs obligations.

If the applicable Incoterm or contractual provisions require the Turkish buyer to handle import clearance, its refusal to complete customs procedures may interfere with delivery.

The seller should preserve communications showing that it provided the documents required from its side.

Customs-related obligations should be analyzed together with the agreed Incoterm.

Incoterms Can Be Critical

The parties may have agreed on FOB, CIF, FCA, DAP, DDP or another Incoterm.

The chosen rule can materially affect delivery obligations, transportation responsibilities, costs and transfer of risk.

The CISG and Incoterms are not alternatives.

They can operate together.

Before alleging that the Turkish buyer wrongfully rejected delivery, determine exactly what the seller was contractually required to do under the agreed delivery term.

Buyer Claims the Goods Are Defective

A Turkish buyer may have legitimate rights where goods do not conform to the agreement.

Under Article 35 of the CISG, the seller must generally deliver goods of the quantity, quality and description required by the contract.

The buyer’s refusal therefore requires investigation.

Does the alleged defect actually exist?

Does it affect the entire shipment?

Can it be repaired?

Was the complaint made on time?

Does the problem amount to a fundamental breach?

The existence of a minor defect does not automatically mean the buyer can reject an entire multimillion-euro shipment.

Examination of Goods

Article 38 generally requires the buyer to examine the goods, or cause them to be examined, within as short a period as practicable in the circumstances.

The appropriate inspection period depends on the transaction.

Perishable goods, industrial machinery and complex technical equipment may require very different analyses.

The foreign seller should record when the buyer first had an opportunity to inspect the goods.

Notice of Non-Conformity

Article 39 is particularly important.

The buyer generally loses the right to rely on a lack of conformity if it does not notify the seller, specifying the nature of the non-conformity, within a reasonable time after discovering it or when it ought to have discovered it.

A vague statement such as:

“We reject the goods because quality is bad”

may create a very different dispute from a detailed technical notice identifying specific defects and affected batches.

The seller should preserve the original rejection notice.

Can the Seller Require the Buyer to Take Delivery?

Potentially, yes.

Article 62 provides that the seller may require the buyer to pay the price, take delivery or perform its other obligations, subject to the Convention’s conditions and provided the seller has not resorted to a remedy inconsistent with that requirement.

For a foreign seller whose conforming goods are being unjustifiably rejected, this is an important remedy.

However, compelling performance may not always be the most commercially sensible option.

If the buyer is already insolvent, forcing delivery may simply create another unpaid invoice.

Can the Seller Demand the Purchase Price?

Potentially.

Whether the seller can require immediate payment depends on the contract, delivery arrangements and applicable CISG provisions.

If payment became due and the buyer simply refuses to perform, a price claim may arise.

The seller should examine the agreed payment trigger.

Was payment due before shipment?

Against documents?

On delivery?

Thirty days after delivery?

The payment mechanism matters.

Additional Time for the Buyer to Perform

Article 63 allows the seller to fix an additional period of reasonable length for performance by the buyer.

This can be strategically useful.

For example, the seller may notify the Turkish buyer:

“Take delivery and pay the outstanding purchase price within ten business days.”

The precise period should be reasonable in the circumstances.

Fixing additional time can also become important when determining later avoidance rights.

Fundamental Breach by the Buyer

Not every buyer breach automatically permits avoidance of the entire contract.

The CISG’s concept of fundamental breach is important.

Under Article 25, the breach must substantially deprive the other party of what it was entitled to expect under the contract, subject to the Convention’s foreseeability requirement.

A buyer’s definitive refusal to accept goods and pay the agreed price can potentially create a serious breach, but the facts should be examined carefully.

Seller’s Right to Avoid the Contract

Article 64 regulates circumstances in which the seller may declare the contract avoided.

This may include a fundamental breach by the buyer.

Avoidance can also become available where the buyer fails to perform certain obligations within an additional period fixed under Article 63.

Avoidance should be handled carefully.

The seller should not casually treat the agreement as terminated while simultaneously demanding inconsistent remedies.

Declaration of Avoidance

Avoidance does not necessarily occur automatically merely because the buyer breaches the agreement.

The CISG contains notification requirements concerning declarations of avoidance.

The seller should therefore communicate its legal position clearly.

Informal statements made during heated commercial negotiations can create unnecessary uncertainty.

Can the Seller Resell the Goods?

Potentially.

Where the transaction has been appropriately terminated or avoided and the seller enters a reasonable substitute transaction, Article 75 may become relevant to damages.

Suppose a Turkish buyer agreed to purchase goods for EUR 1 million.

After wrongful refusal and avoidance, the foreign seller reasonably resells the goods for EUR 800,000.

The EUR 200,000 difference may potentially become part of the damages analysis, together with other recoverable losses, subject to the Convention’s requirements.

Market Price Damages

Article 76 can become relevant where the contract has been avoided but no substitute transaction occurs.

Under specified conditions, damages may be calculated using the difference between the contract price and current market price.

This is particularly relevant to commodities and other goods with identifiable market values.

Evidence of the correct market and relevant date is critical.

Damages Under Article 74

The CISG’s general damages rule appears in Article 74.

Recoverable damages can include losses resulting from breach, including loss of profit, subject to the Convention’s foreseeability limitation.

A Turkish buyer’s unjustified refusal to accept goods may potentially cause several types of losses.

These can include resale losses, additional transportation, storage expenses and other commercially measurable consequences.

Each claimed loss should be documented.

Storage Costs

Goods rejected at a Turkish port or warehouse can generate substantial storage expenses.

The seller should preserve all invoices and receipts.

A EUR 300,000 debt dispute can become significantly larger when goods remain in storage for several months.

The seller should also take reasonable steps to prevent avoidable costs from accumulating.

Demurrage and Detention Charges

International shipping disputes can generate demurrage, detention or similar charges.

Who ultimately bears those costs depends on the contract, transportation arrangements, reason for delay and applicable legal framework.

The seller should immediately notify the buyer of accumulating charges and investigate commercially reasonable alternatives.

Allowing costs to increase indefinitely can create mitigation issues.

Preservation of Goods

The CISG contains specific rules concerning preservation of goods.

Articles 85 through 88 can become important where one party is in possession or control of goods following contractual difficulties.

For example, Article 85 addresses circumstances where the buyer is in delay in taking delivery or where payment and delivery are concurrent.

The seller may have obligations to take reasonable steps to preserve the goods.

Warehousing the Goods

Article 87 permits a party required to preserve goods to deposit them in a warehouse of a third person at the other party’s expense, provided the expense incurred is not unreasonable.

This can be highly practical where a Turkish buyer refuses to accept a shipment.

Rather than leaving goods indefinitely in expensive transportation facilities, appropriate warehousing may sometimes reduce losses.

Sale of Goods Being Preserved

Article 88 also addresses sale of goods in certain circumstances.

A party required to preserve goods may sell them by appropriate means where the other party has unreasonably delayed taking possession, paying the price or paying preservation expenses, provided reasonable notice of the intention to sell is given.

For goods subject to rapid deterioration or where preservation involves unreasonable expense, the rules become even more important.

The seller should obtain legal advice before disposing of rejected goods.

Perishable Goods

Perishable goods require immediate decisions.

Food products, agricultural products, chemicals or other time-sensitive goods may rapidly lose value.

Waiting weeks for the Turkish buyer to reconsider can destroy the economic value of the shipment.

The CISG’s preservation and sale provisions should therefore be considered urgently.

Customized Goods

Customized goods create a different problem.

Suppose the foreign seller manufactures machinery specifically designed for the Turkish buyer’s production facility.

The buyer then refuses delivery.

Reselling the equipment may be extremely difficult.

This can substantially affect the damages calculation.

Evidence showing that the goods were customized specifically for the Turkish buyer should be preserved.

Seller’s Duty to Mitigate Loss

Article 77 requires a party relying on breach to take reasonable measures to mitigate its loss.

The seller cannot simply allow storage costs to increase for a year when a reasonable resale or alternative arrangement was available and then expect automatic reimbursement of every expense.

Mitigation does not mean sacrificing legitimate contractual rights.

It means taking commercially reasonable steps to reduce avoidable loss.

Anticipatory Breach

Sometimes the Turkish buyer announces before delivery:

“Do not ship the goods. We will not accept or pay for them.”

The CISG contains rules addressing anticipated non-performance.

Articles 71 and 72 can become important where it becomes apparent that a party will not perform a substantial part of its obligations or where a fundamental breach is expected.

The seller should not automatically continue manufacturing and shipping large quantities without considering these provisions.

Suspension of Performance

Article 71 can permit suspension of performance in specified circumstances where it becomes apparent after conclusion of the contract that the other party will not perform a substantial part of its obligations because of serious deficiencies in its ability to perform or creditworthiness, or its conduct in preparing to perform or performing the contract.

For a foreign seller, this can be particularly important where the Turkish buyer’s financial condition deteriorates before shipment.

Adequate Assurance

Where performance has been suspended, communication with the buyer becomes important.

The seller may need to proceed if the buyer provides adequate assurance of performance.

For example, the seller might seek stronger payment security before releasing additional shipments.

This can prevent a manageable credit problem from becoming a much larger unpaid receivable.

Successive Deliveries

Long-term supply relationships may involve multiple shipments.

Article 73 contains specific rules concerning contracts for delivery of goods by installments.

A buyer’s refusal of one shipment does not automatically determine the status of every future installment.

The seriousness of the breach and its implications for future performance must be examined.

Do Not Continue Shipping Without Reviewing the Risk

Suppose a Turkish importer owes EUR 400,000 for earlier deliveries and refuses the latest shipment.

The foreign supplier nevertheless sends another EUR 600,000 of goods because the annual framework agreement remains in place.

This may dramatically increase exposure.

Before continuing performance, the supplier should examine its suspension rights, payment security and the buyer’s financial condition.

Letter of Credit Transactions

If payment is secured through a letter of credit, refusal to take physical delivery does not necessarily resolve the documentary-payment question.

The seller should examine whether it made a complying presentation under the credit.

The bank’s obligations and the buyer’s obligations under the underlying sales agreement should be distinguished.

Bank Guarantee

Where the Turkish buyer provided a bank guarantee securing its obligations, the foreign seller should review the guarantee immediately.

Pay particular attention to the expiry date and demand requirements.

A seller should not allow valuable security to expire while spending months negotiating with a defaulting buyer.

Advance Payment

If the seller already received an advance payment, the contract should be reviewed before deciding whether it can retain the amount.

The legal characterization of the payment matters.

It may be part-payment, a deposit, security or another contractual payment.

The seller should not automatically assume every advance can be forfeited following buyer breach.

Can the Seller Start Debt Enforcement in Turkey?

Where a monetary receivable has become due, Turkish enforcement proceedings may potentially form part of the recovery strategy.

Whether direct enforcement is appropriate depends on the transaction, jurisdiction provisions and available evidence.

If the Turkish buyer objects to ordinary enforcement, additional proceedings may be required to overcome that objection.

The foreign seller should therefore coordinate CISG remedies with Turkish enforcement law.

Commercial Litigation in Turkey

If Turkish courts have jurisdiction, the seller may pursue appropriate commercial claims against the buyer.

The dispute may involve payment of the purchase price, damages or enforcement-related proceedings.

For commercial lawsuits concerning payment of money or compensation, Turkey’s mandatory mediation requirements should also be considered before litigation.

Arbitration

Many international supply contracts contain arbitration clauses.

If the parties agreed to arbitrate, the substantive dispute may belong before the agreed arbitral tribunal.

The tribunal can apply the CISG where appropriate.

The foreign seller should therefore check the dispute-resolution clause before commencing substantive litigation before Turkish courts.

Provisional Attachment

If the Turkish buyer’s refusal to accept goods is accompanied by serious financial deterioration or asset transfers, the seller should consider collectability.

Depending on the circumstances and statutory requirements, provisional attachment may potentially be available for an appropriate monetary claim.

This can become important where the seller fears that a future judgment will be impossible to enforce.

Practical Example: EUR 1.2 Million Machinery Order

Assume a foreign manufacturer agrees to sell customized machinery worth EUR 1.2 million to a Turkish industrial company.

The equipment is manufactured according to specifications and shipped under the agreed delivery terms.

Shortly before arrival, the Turkish buyer states that its investment project has been cancelled and it will not accept the machinery.

The buyer does not allege any defect.

The seller should first determine whether the CISG applies and verify that it has complied with its own contractual obligations.

The buyer’s refusal to take delivery should be documented.

Depending on the circumstances, the seller may consider requiring performance under Article 62, fixing additional time under Article 63 and potentially declaring avoidance under Article 64 if the requirements are satisfied.

Because the machinery is customized, resale possibilities should be investigated immediately.

Storage and transportation costs should be documented.

If a reasonable substitute sale becomes possible after avoidance, Article 75 may become relevant.

Any remaining losses may require analysis under Article 74.

At the same time, the seller should investigate whether the buyer’s refusal reflects serious financial distress and whether asset-protection measures are necessary.

Immediate Action Plan for Foreign Sellers

The seller should immediately obtain the Turkish buyer’s refusal in writing and identify the stated reason. The sales agreement, purchase orders, technical specifications, Incoterms, shipping documents and payment terms should then be reviewed.

If the buyer alleges defects, determine when inspection occurred and when detailed notice was given.

If the refusal is unjustified, assess whether to require performance, fix additional time, suspend further deliveries, avoid the contract or pursue a substitute sale.

Goods should be preserved appropriately, but unnecessary storage and demurrage should not be allowed to accumulate.

Finally, review the dispute-resolution clause and investigate the buyer’s financial condition and assets.

Frequently Asked Questions

Can a Turkish buyer simply refuse delivered goods?

Not necessarily. If conforming goods were properly tendered under the contract, unjustified refusal may constitute buyer breach.

Does the CISG require the buyer to take delivery?

Yes. Article 53 identifies payment of the price and taking delivery as core buyer obligations, while Article 60 further addresses what taking delivery involves.

Can the foreign seller force the buyer to accept the goods?

Potentially. Article 62 permits the seller, subject to the Convention’s requirements, to require payment, taking delivery and performance of other obligations.

Can the seller terminate the contract?

Potentially. The CISG uses the concept of avoidance. Article 64 provides seller avoidance rights in specified circumstances.

Can the goods be resold?

Potentially. Following an appropriate avoidance and reasonable substitute transaction, Article 75 can become relevant to the damages calculation.

Can storage costs be recovered?

Potentially, where they constitute recoverable losses resulting from the buyer’s breach. The seller must also take reasonable steps to mitigate loss.

What if the goods are perishable?

Urgent action may be necessary. The CISG contains preservation and sale provisions that can become particularly important for rapidly deteriorating goods.

What if the buyer claims defects?

The alleged non-conformity and the buyer’s examination and notice obligations should be investigated under Articles 35, 38 and 39 where the CISG applies.

Can the seller suspend future shipments?

Potentially. Article 71 may permit suspension in specified circumstances where substantial future non-performance becomes apparent.

Can the seller pursue the Turkish buyer’s assets?

If a monetary claim becomes enforceable through the appropriate procedure, Turkish enforcement mechanisms may potentially be used against attachable assets. Interim protection may also be considered where its statutory requirements are satisfied.

Client-Focused Legal Support for Foreign Sellers

When a Turkish buyer refuses to accept delivered goods, the foreign seller should avoid treating the problem solely as an unpaid invoice.

The first legal issue is whether the buyer’s refusal is justified. If the seller delivered or properly tendered conforming goods in accordance with the contract, the Turkish buyer’s refusal may itself constitute a serious contractual breach.

Where the CISG applies, the foreign seller may potentially rely on a combination of performance rights, additional time for performance, suspension, contract avoidance, substitute-sale damages, general damages and preservation-of-goods provisions.

Speed is particularly important where goods are already in Turkey. Storage, demurrage and deterioration can rapidly increase losses. The seller should therefore coordinate the contractual dispute with practical decisions concerning preservation, warehousing, resale and asset recovery.

Fırat Fesih Kaya Law Office assists foreign exporters, manufacturers and international suppliers with Turkish buyer delivery refusal disputes, CISG claims, unpaid purchase prices, defective-goods allegations, contract avoidance, damages, provisional attachment, Turkish enforcement proceedings, international arbitration and cross-border commercial litigation in Turkey.

Phone: +90 312 434 22 22
Mobile: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No: 221, Yıldırım Tower, Balgat, Çankaya, Ankara, Turkey