Received defective goods from a Turkish supplier? Learn the rights of foreign companies concerning inspection, defect notices, repair, replacement, price reduction, termination, damages, CISG claims, litigation and arbitration in Turkey.

Receiving goods is not necessarily the end of a successful commercial transaction. A foreign company may purchase machinery, industrial components, textiles, chemicals, raw materials, electronics or other products from a Turkish supplier and discover after delivery that the goods are defective, damaged, incomplete or fundamentally different from the agreed specifications.

For foreign buyers, the legal position can be particularly complicated because domestic Turkish commercial law, the parties’ contract and the United Nations Convention on Contracts for the International Sale of Goods (CISG) may all need to be considered.

Turkey has been a Contracting State to the CISG since 1 August 2011. The Convention can apply to international sales between businesses located in different Contracting States and provides a uniform framework concerning seller obligations, conformity of goods and remedies for non-performance. (UNCITRAL)

This means that a foreign company receiving defective goods from Turkey should not immediately assume that ordinary consumer warranty rules determine its rights.

B2B transactions require a separate commercial-law analysis.

What Counts as Defective Goods in a Commercial Transaction?

The concept extends beyond products that are physically broken.

Goods may potentially be non-conforming where they do not possess the contractually promised characteristics, are unsuitable for the agreed purpose, differ from approved samples, contain manufacturing defects, are supplied in an incorrect quantity or fail to satisfy agreed technical specifications.

For example, a German manufacturer orders industrial components capable of tolerating a specified temperature.

The Turkish supplier delivers components that appear normal.

After installation, testing reveals that they fail significantly below the agreed temperature threshold.

The goods may therefore present a conformity problem even though they are visually undamaged.

B2B Defects Are Different From Consumer Complaints

Foreign companies should distinguish commercial transactions from consumer purchases.

Where goods are purchased for business purposes, commercial and contractual rules become particularly important.

A foreign company should therefore avoid relying on online information written for individual consumers purchasing household products.

The legal deadlines, notification obligations and available remedies can differ substantially.

Start With the Contract

Before determining the available remedy, examine the sale or supply agreement.

Look specifically for provisions concerning:

product specifications, quality standards, inspection procedures, acceptance testing, warranties, defect notification, repair obligations, replacement, limitation of liability, contractual damages, governing law and dispute resolution.

A carefully drafted contract can significantly influence the dispute.

Check the Technical Specifications

In many B2B disputes, the most important document is not the main contract.

It is the technical annex.

Suppose a buyer purchases 50,000 components described merely as “industrial-grade valves.”

That description leaves substantial room for disagreement.

If the contract instead specifies dimensions, materials, pressure tolerances, certification requirements and testing procedures, proving non-conformity becomes considerably easier.

Keep the Original Purchase Order

Purchase orders can contain essential evidence concerning quantity, model, technical specification and delivery requirements.

Do not discard them after receiving the goods.

The purchase order should be compared against the supplier’s quotation, order confirmation and invoice.

Check Whether a Sample Was Approved

Many international transactions are based on approved samples.

If the Turkish supplier provided a sample before mass production, preserve it where possible.

A comparison between the approved sample and delivered products can become powerful technical evidence.

Inspect Goods Immediately After Delivery

Foreign companies should not place delivered goods into storage for months without inspection and later assume that all remedies remain unaffected.

Commercial transactions can impose strict inspection and notification obligations.

The buyer should establish an internal procedure ensuring that incoming goods are checked promptly.

Document the Delivery Condition

Take photographs and videos when appropriate.

Record:

packaging condition,

container condition,

pallet numbers,

product labels,

serial numbers,

batch numbers,

visible damage,

quantity discrepancies,

and delivery date.

This can become particularly important where the supplier later argues that damage occurred after delivery.

Separate Transport Damage From Manufacturing Defects

Not every damaged product is the supplier’s manufacturing responsibility.

The goods may have been correctly manufactured but damaged during transportation.

The applicable Incoterm, transfer of risk, insurance and carrier responsibility may therefore become important.

Determine when and how the damage occurred.

Check the Incoterm

International contracts frequently use Incoterms such as EXW, FCA, FOB, CIF or DAP.

The agreed term can affect delivery obligations, transportation responsibilities and risk allocation.

Always check the precise Incoterm and named place rather than relying simply on the three-letter abbreviation.

Notify the Supplier Quickly

One of the most dangerous mistakes in defective-goods disputes is waiting too long.

Where a defect is discovered, the buyer should preserve evidence and evaluate the applicable notification requirements immediately.

The contract may contain specific notice deadlines.

Domestic commercial law may also impose requirements.

Where the CISG applies, its own examination and notice regime becomes particularly important.

CISG and Defective Goods

The CISG is especially relevant to international B2B sales involving Turkish suppliers.

UNCITRAL explains that the Convention governs international sales of goods between private businesses in circumstances falling within its scope and establishes seller and buyer obligations together with remedies for non-performance. (UNCITRAL)

UNCITRAL – CISG Overview

Is Turkey a CISG Country?

Yes.

Turkey acceded to the Convention on 7 July 2010, and it entered into force for Turkey on 1 August 2011. (UNCITRAL)

Whether the CISG governs a particular contract still requires analysis of the parties, places of business, governing-law clause and any contractual exclusion.

Can Companies Exclude the CISG?

International contracts frequently address the CISG expressly.

The parties’ governing-law provisions should therefore be reviewed carefully.

Do not assume that writing “Turkish law applies” automatically answers every CISG question.

A contract involving an international sale may require more detailed analysis.

What Does Conformity Mean Under the CISG?

The CISG contains rules requiring goods to conform to contractual requirements concerning matters such as quantity, quality and description.

The contract itself remains extremely important.

A buyer claiming defective goods should therefore establish exactly what the seller promised and how the delivered goods differ.

Visible Defects

Some problems can be discovered immediately.

Examples include:

incorrect quantity,

broken components,

wrong model,

incorrect dimensions,

obvious surface damage,

wrong packaging,

or visibly different products.

These should be documented promptly.

Hidden Defects

Other defects may not become apparent during ordinary delivery inspection.

Examples include internal machinery failures, chemical composition problems, defective electronic components or structural weaknesses appearing only after use.

The fact that a defect was hidden can materially affect notification analysis.

Latent Manufacturing Defects

Suppose a foreign company purchases 10,000 bearings from Turkey.

Visual inspection reveals no problem.

Three months later, production-line testing shows that a metallurgical defect causes premature failure.

The buyer should immediately preserve unused samples, failed products and testing data and notify the supplier appropriately.

Use Independent Experts

For technically complicated products, internal photographs may not be enough.

An independent engineer, laboratory, surveyor or sector specialist can help determine:

what the defect is,

what caused it,

whether it existed at the relevant time,

whether repair is possible,

and how much the defect reduces value.

Preserve Samples

Do not destroy every defective product during testing.

Maintain representative samples where possible.

Record serial and batch numbers.

Evidence preservation becomes particularly important where litigation or arbitration is foreseeable.

Do Not Repair Everything Before the Supplier Can Inspect

The buyer may urgently need to repair defective equipment to prevent production losses.

That may be commercially necessary.

Nevertheless, the buyer should document the condition thoroughly and, where practical, provide the supplier with an appropriate opportunity to inspect.

Otherwise, the supplier may later argue that the original defect cannot be verified.

Emergency Repairs

Sometimes waiting is impossible.

A defective industrial component may stop an entire production facility.

If immediate repair is necessary, preserve photographs, videos, expert findings, removed components, invoices and maintenance records.

Document why emergency intervention was required.

Can the Buyer Demand Repair?

Depending on the governing legal regime, contract and circumstances, repair may be an available remedy.

For machinery and technical equipment, repair can sometimes be commercially preferable to termination.

The buyer should consider whether repair will genuinely restore contractual performance.

Can the Buyer Demand Replacement?

Potentially.

Replacement may be appropriate where defective products cannot reasonably be repaired or where conformity requires new goods.

Under the CISG, replacement of goods is subject to specific requirements, including the seriousness of the non-conformity. The Convention’s remedies should therefore be analyzed rather than assuming an unrestricted replacement right.

Seller’s Right to Cure

The supplier may potentially have an opportunity to correct non-conforming performance.

UNCITRAL’s CISG materials explain that, in relevant circumstances, a seller may cure deficiencies by supplying missing quantities, replacing non-conforming goods or otherwise remedying the lack of conformity, while the buyer may retain applicable damages rights. (UNCITRAL)

This can be commercially useful where the supplier is capable of fixing the problem quickly.

Can the Buyer Refuse a Cure?

The answer depends on the governing rules and circumstances.

A proposed repair that creates unreasonable delay, expense or disruption may not resolve the dispute satisfactorily.

The buyer should evaluate the proposed cure rather than rejecting it automatically.

Price Reduction

A buyer may sometimes prefer to keep defective goods and obtain a price reduction.

This can be commercially sensible where the products remain usable but have reduced value.

The amount of the reduction should be supported by evidence rather than selected arbitrarily.

Termination of the Contract

Serious defects may justify termination or avoidance depending on the applicable legal framework.

However, not every minor defect allows the buyer to cancel an entire international contract.

The severity of the breach becomes crucial.

Fundamental Breach Under the CISG

Where the CISG applies, avoidance is closely connected with the concept of fundamental breach.

A defect that substantially deprives the buyer of what it was entitled to expect can potentially justify stronger remedies than a minor, easily repairable defect.

This analysis is highly fact-specific.

Example: Minor Defect Versus Fundamental Defect

Suppose a company purchases EUR 1 million of industrial machinery.

A minor cosmetic scratch that does not affect operation is unlikely to be treated the same way as machinery that cannot perform its principal production function.

The commercial significance of the non-conformity matters.

Can the Buyer Claim Damages?

Potentially.

Damages can become one of the most valuable remedies in B2B disputes.

The foreign buyer may suffer losses extending far beyond the price of the defective goods.

Replacement Purchase Costs

If defective goods must be replaced urgently, the buyer may need to purchase alternatives from another supplier at a higher price.

Preserve quotations, purchase orders and invoices.

These documents can help establish the financial consequences of the original supplier’s breach.

Repair Costs

Reasonable repair costs may also become relevant.

Keep invoices for parts, engineers, technicians, laboratories and transportation.

The supplier may dispute whether all claimed expenses were necessary.

Detailed documentation is therefore essential.

Production Losses

Defective machinery can stop an entire production line.

A foreign buyer may consequently claim substantial losses.

However, production-loss claims require strong evidence.

The buyer should document downtime, output history, customer orders and mitigation measures.

Lost Profits

Lost-profit claims are possible in appropriate circumstances but can be difficult to prove.

A buyer cannot simply state that defective goods caused EUR 5 million of lost business.

The amount and causal relationship require evidence.

Customer Claims Against the Foreign Buyer

Defective Turkish goods may cause the foreign buyer to breach contracts with its own customers.

For example, defective components may be incorporated into a finished product and later recalled.

The buyer should preserve downstream complaints, settlement agreements and replacement costs.

Product Recall Costs

For mass-produced goods, recall expenses can become substantial.

Traceability becomes crucial.

Maintain batch numbers, shipment records and customer distribution information.

A properly managed recall can also help demonstrate reasonable mitigation of loss.

Damage to Other Property

A defective component may damage machinery or other property.

These losses should be investigated separately from the value of the defective component itself.

Expert causation evidence can become essential.

Mitigation of Loss

A foreign buyer should take reasonable steps to prevent avoidable losses from increasing.

Leaving known defective machinery running until catastrophic failure occurs can weaken aspects of a later damages claim.

Once the problem is known, implement reasonable protective measures.

Do Not Dispose of Defective Goods Too Quickly

A buyer may want to scrap unusable products immediately.

Before doing so, consider evidentiary consequences.

The supplier may later demand proof that the goods were actually defective.

Preserve sufficient samples and documentation.

Warehouse and Storage Costs

If rejected goods occupy warehouse space while the dispute continues, additional costs may arise.

Keep records showing storage duration and expense.

The contract should also be reviewed regarding return logistics.

Who Pays Return Shipping?

This can become a major issue for heavy machinery or bulk goods.

The contract, governing law and responsibility for the defect should be analyzed.

Do not assume the buyer must automatically finance international return transportation.

Can the Buyer Withhold the Unpaid Balance?

Potentially, depending on the contract and applicable law.

If part of the price remains unpaid, the buyer should obtain legal advice before withholding it.

Unjustified withholding can create a counterclaim from the supplier.

Do Not Pay the Final Installment Automatically

If a serious defect has been discovered before final payment, investigate contractual rights immediately.

Payment may affect negotiating leverage and potentially other aspects of the dispute.

Supplier Offers a Discount

A discount may be commercially sensible.

But clarify whether accepting it constitutes full and final settlement.

Do not unintentionally waive substantial claims by accepting a credit note without understanding its legal effect.

Settlement Agreements

Where the parties reach a commercial solution, document it properly.

The agreement should identify:

the defective goods,

repair or replacement obligations,

refund or credit amount,

deadlines,

shipping responsibilities,

and whether further claims are released.

Warranty Clauses

B2B warranties can be heavily negotiated.

Review their duration, scope and exclusions.

A contractual warranty may provide additional protection, but it does not necessarily represent the complete universe of legal rights.

Limitation of Liability Clauses

Many Turkish suppliers attempt to limit liability contractually.

For example:

“Seller’s total liability shall not exceed the purchase price.”

Such provisions can materially affect a high-value damages claim.

Their enforceability and scope require transaction-specific analysis.

Exclusion of Consequential Loss

International contracts frequently exclude indirect or consequential losses.

Whether a particular loss falls within such wording can become highly contested.

Production losses, customer penalties and lost profits deserve careful contractual analysis.

Liability Caps

A supplier may attempt to cap liability at 10%, 50% or 100% of contract value.

Foreign companies should negotiate these clauses before purchasing goods.

After a defect occurs, the existing wording can become one of the most important issues in the case.

Quality Certificates

If the supplier provided quality or conformity certificates, preserve them.

A certificate stating that goods satisfy a particular standard may become important evidence if testing later proves otherwise.

Fake or Incorrect Certificates

If there is reason to believe certificates were fabricated or knowingly false, the dispute may extend beyond ordinary defective performance.

Verify certificates with the issuing organization where appropriate.

Intentional falsification may require separate legal analysis.

Inspection Certificates

Where pre-shipment inspection was performed, obtain the complete report.

Determine what the inspector actually examined.

A certificate covering quantity and packaging does not necessarily prove internal technical quality.

Factory Acceptance Tests

For machinery and industrial equipment, factory acceptance testing can be decisive.

The contract should identify testing parameters and consequences of failure.

Preserve raw test results, not merely the final certificate.

Site Acceptance Tests

Some defects become apparent only after installation.

A site acceptance test can therefore provide an additional protection layer.

Final payment can potentially be linked to successful testing.

Defective Goods and Customs

Imported goods may also create customs consequences if the defect results in return, replacement, repair abroad or other cross-border movement.

The commercial-law strategy should therefore be coordinated with customs procedures where necessary.

Re-Exporting Defective Goods

Do not simply ship goods back without considering customs documentation.

Return transactions should be structured so that the commercial and customs records accurately reflect what occurred.

This is particularly important for high-value machinery.

Insurance

Check whether cargo, product or other insurance coverage may respond to the loss.

Notify insurers within applicable deadlines.

Insurance and supplier claims can proceed under different legal frameworks and should be coordinated.

Defect Caused by the Buyer’s Installation

The supplier may argue that the goods were compliant when delivered and were damaged by incorrect installation.

Technical evidence becomes critical.

Preserve installation instructions, technician reports and commissioning records.

Defect Caused by Improper Storage

Similar disputes arise where goods are sensitive to temperature, humidity or handling.

Maintain warehouse records where relevant.

The buyer should be prepared to demonstrate proper storage.

Supplier Claims Buyer Misused the Product

This is common in machinery disputes.

Obtain operating records and maintenance history.

An independent expert may be necessary to determine whether failure resulted from manufacturing, installation, maintenance or misuse.

Batch Defects

One defective product may indicate a larger problem.

If multiple items come from the same batch, consider broader testing.

Do not wait for every unit to fail individually.

Sampling

For large-volume shipments, statistically appropriate sampling can help establish conformity.

The testing methodology should be defensible.

The supplier may challenge results based on inadequate sample selection.

Expert Reports

A strong expert report should explain methodology, findings and causation.

A report merely stating “products are defective” provides less value than detailed technical analysis tied to contractual specifications.

Evidence Before Litigation

Where evidence may disappear or change, consider whether formal evidence-preservation mechanisms are appropriate.

This can be particularly important for machinery that must be repaired immediately.

Commercial Mediation

Certain monetary commercial claims in Turkey are subject to mandatory mediation before litigation.

If the foreign company seeks damages or repayment through Turkish courts, the applicable procedural requirements should be checked before filing.

Mediation can also provide a practical opportunity to negotiate replacement, refund or structured compensation.

Commercial Litigation in Turkey

Where Turkish courts have jurisdiction, a foreign buyer may potentially pursue claims arising from defective goods.

The appropriate cause of action depends on the governing law, contract and remedy sought.

Jurisdiction should be determined before proceedings begin.

Arbitration

Many international supply agreements contain arbitration clauses.

If so, the defective-goods dispute may need to be resolved through arbitration rather than Turkish commercial courts.

Review the arbitration institution, seat, language and tribunal provisions.

Foreign Governing Law

A Turkish supplier does not necessarily mean that Turkish domestic law governs every dispute.

The contract may select another law.

However, the interaction between governing-law clauses and the CISG should be analyzed carefully.

Why the CISG Matters for Foreign Buyers

UNCITRAL describes the CISG as a uniform legal regime designed specifically for international sales and confirms that it provides a comprehensive set of remedies for non-performance. (UNCITRAL)

For foreign companies buying goods from Turkey, this can make the CISG one of the first legal instruments that should be checked.

Notification Deadlines Can Decide the Case

A buyer may have technically excellent evidence proving that products were defective but still face serious legal problems if the defect was not notified correctly or promptly.

This is why foreign companies should obtain advice immediately after discovering a defect, not months later when settlement negotiations fail.

Never Let Commercial Negotiations Consume the Deadline

A supplier may repeatedly say:

“We are investigating.”

“Our engineers will respond.”

“We will replace everything next month.”

Those discussions may be genuine.

But the buyer should still preserve its legal rights and comply with applicable notification requirements.

Written Notice Should Identify the Defect

Avoid vague notices such as:

“Your products are bad.”

Identify the shipment, invoices, products, quantities and discovered defects as precisely as reasonably possible.

Attach technical evidence where appropriate.

Reserve Your Rights

Commercial communications should avoid accidentally accepting defective performance.

Where necessary, clearly reserve relevant contractual and legal rights while investigation continues.

Example: Defective Machinery From Turkey

Assume a French company purchases EUR 800,000 of industrial machinery from a Turkish manufacturer.

The contract requires production capacity of 500 units per hour.

After installation, independent testing shows that the machinery cannot exceed 280 units per hour.

The Turkish supplier offers minor adjustments but cannot achieve the contractual specification.

The buyer should examine the governing law and CISG applicability, preserve acceptance-test results, provide appropriate defect notice, evaluate cure, determine whether the breach reaches the relevant threshold for stronger remedies and calculate provable losses.

Simply sending an email demanding EUR 800,000 back may not be enough.

Example: Defective Components

A foreign manufacturer purchases 100,000 components.

Two months after delivery, customer complaints reveal premature failure.

Testing indicates a manufacturing defect affecting the entire batch.

The buyer should preserve samples, obtain an independent technical report, trace affected customer shipments, notify the Turkish supplier promptly and document recall and replacement costs.

This creates a much stronger evidentiary foundation for negotiation or proceedings.

Example: Wrong Goods Delivered

Suppose a buyer orders stainless-steel components meeting a particular specification but receives products manufactured from a materially different grade.

Even if the products function temporarily, they may fail contractual conformity requirements.

Laboratory testing and contractual specifications become central evidence.

Practical Action Plan for Foreign Companies

When defective goods are discovered, the buyer should rapidly establish:

What was promised?

What was delivered?

When was the defect discovered?

Is the defect visible or latent?

Has the supplier been properly notified?

Can the defect be repaired?

Is replacement commercially possible?

Does the buyer want to keep the goods?

What losses have already occurred?

Which law governs?

Does the CISG apply?

Which court or arbitration tribunal has jurisdiction?

Answering these questions early can materially improve the buyer’s position.

Frequently Asked Questions

1. What can a foreign company do if goods purchased from Turkey are defective?

Depending on the contract and applicable law, remedies may potentially include repair, replacement, price reduction, termination or avoidance in sufficiently serious circumstances, and damages.

2. Does the CISG apply to goods purchased from a Turkish supplier?

It may. Turkey is a CISG Contracting State, and the Convention entered into force for Turkey on 1 August 2011. Applicability depends on the transaction and contractual framework. (UNCITRAL)

3. Is the CISG only for consumers?

No. UNCITRAL specifically explains that the CISG governs international sales of goods between private businesses within its scope and excludes consumer sales. (UNCITRAL)

4. How quickly should defective goods be reported?

The buyer should act promptly. The applicable contract, domestic rules and CISG provisions may contain important examination and notification requirements.

5. Can we demand replacement goods?

Potentially, depending on the governing legal regime, seriousness of the defect and contractual provisions.

6. Can we terminate the entire contract because of defects?

Serious non-conformity may potentially justify termination or avoidance, but minor defects do not automatically permit cancellation of the entire transaction.

7. Can a foreign buyer claim lost profits?

Potentially, where the applicable requirements are satisfied and the losses can be adequately established. Evidence of causation and amount is particularly important.

8. What if the supplier offers to repair the goods?

The proposal should be assessed against the contract and applicable law. Under the CISG, seller cure can be relevant in determining the parties’ rights. (UNCITRAL)

9. Should defective products be returned immediately?

Not necessarily. Evidence should first be preserved, and the contractual, legal, customs and shipping consequences of return should be assessed.

10. Can a defective-goods dispute be arbitrated?

Yes, where the parties have a valid arbitration agreement covering the dispute.

Legal Assistance for Foreign Companies Receiving Defective Goods From Turkey

A successful B2B defective-goods claim against a Turkish supplier requires more than demonstrating that the buyer is unhappy with the products.

The foreign company should establish the contractual specification, the actual condition of the delivered goods, the timing and cause of the defect, compliance with examination and notification requirements, the appropriate remedy and the financial losses resulting from non-conformity.

For international sales, CISG analysis can be particularly important. Turkey has been bound by the Convention since 1 August 2011, and UNCITRAL describes the CISG as providing a uniform framework for international B2B sales together with remedies for non-performance. (UNCITRAL)

Fırat Fesih Kaya Law Office provides legal assistance to foreign companies, international buyers, manufacturers and investors concerning defective goods purchased from Turkey, Turkish supplier disputes, international sales contracts, CISG claims, product non-conformity, repair and replacement disputes, contract termination, damages, commercial mediation, litigation and international arbitration.

Legal assistance may include reviewing supply contracts and technical specifications, determining CISG applicability, preparing defect notifications, coordinating technical expert evidence, calculating contractual claims, negotiating replacement or repayment, pursuing commercial mediation and representing foreign companies before courts or arbitral tribunals.

Phone: +90 312 434 22 22
Mobile / WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Office: Mevlana Boulevard No:221, Yildirim Tower, Balgat, Cankaya, Ankara, Turkey

The most important practical rule is to inspect early, document everything and notify quickly. In international B2B sales, a strong technical defect claim can become significantly harder to enforce if the buyer waits too long to preserve evidence or communicate the non-conformity.