Supplier Claims Force Majeure in Turkey: When Can a Foreign Buyer Reject the Defense? (2026 Updated Guide)

A Turkish supplier claims force majeure to avoid delivery or contractual liability. Learn when a foreign buyer can reject the defense, demand performance, terminate the contract, claim damages or challenge unjustified delays.

A Turkish supplier that fails to manufacture, deliver or otherwise perform an international supply contract may attempt to rely on force majeure. For a foreign buyer, however, the words “force majeure” do not automatically excuse non-performance. Whether the defense is legally effective depends on the contract, governing law, nature of the event, foreseeability, causation, allocation of contractual risks, notification obligations and the steps taken by the supplier to mitigate the consequences. A foreign buyer should therefore examine whether the alleged event actually prevented performance or merely made the contract more expensive or commercially inconvenient.

What Does Force Majeure Mean in a Turkish Supply Contract?

The starting point is the contract itself. International supply agreements frequently contain clauses defining events such as natural disasters, war, government restrictions, strikes, epidemics, transportation interruptions, export restrictions or other circumstances outside the parties’ reasonable control.

The wording matters. A supplier cannot necessarily rely on a general commercial difficulty simply because the contract contains a force majeure clause.

Check the Governing Law First

Before accepting or rejecting the supplier’s defense, determine which law governs the contract. A transaction involving a Turkish supplier and foreign buyer may contain a governing-law clause, arbitration agreement or jurisdiction clause.

International sales may also raise questions concerning the application of the CISG. The applicable legal framework should therefore be established before deciding which remedies are available.

Start With the Force Majeure Clause

Read the entire clause rather than focusing only on the list of events. Important provisions may regulate notification, evidence, mitigation, suspension, maximum duration, termination and allocation of costs.

A listed event does not necessarily excuse performance if the supplier cannot demonstrate that the event actually caused the failure.

The Supplier Should Establish Causation

One of the most important questions is whether the alleged event genuinely prevented contractual performance.

If a supplier claims that a transportation disruption caused a three-month delay, the buyer should ask which shipment was affected, when the disruption began, which routes became unavailable and whether alternative transportation was reasonably possible.

Commercial Difficulty Is Not Automatically Force Majeure

A supplier may experience increased raw-material prices, higher energy costs, unfavorable exchange rates or increased freight expenses. These developments do not automatically establish that contractual performance became legally impossible.

The distinction between impossibility, hardship and ordinary commercial risk can therefore become critical.

Increased Costs May Not Excuse Delivery

A supplier should not automatically be entitled to stop performing merely because the contract has become less profitable.

If the supplier agreed to a fixed price, normal commercial fluctuations may have been part of the contractual risk it accepted.

Foreseeability Can Matter

The buyer should examine whether the alleged event already existed or was reasonably foreseeable when the contract was signed.

A party that entered into an agreement while already aware of a particular disruption may face difficulty characterizing that same circumstance as an unexpected event justifying non-performance.

Existing Problems Should Be Investigated

Ask when the supplier first became aware of the problem. Compare that date with the contract date, purchase orders, production schedule and representations made during negotiations.

If the supplier accepted orders despite knowing that it lacked necessary materials or production capacity, the force majeure argument may be substantially weaker.

Supplier-Specific Problems Are Different

Internal financial problems, poor production planning, insufficient staffing, equipment maintenance failures or failure to order raw materials on time should not automatically be treated as external force majeure events.

The buyer should determine whether the problem affected the market generally or arose from the supplier’s own operations.

Financial Distress Is Not Automatically Force Majeure

A supplier experiencing liquidity problems may be unable to purchase raw materials or pay subcontractors. Financial inability alone should not automatically be equated with legal impossibility.

The underlying cause and contractual risk allocation should be examined.

Subcontractor Failure Requires Further Analysis

A supplier may claim that its subcontractor failed to deliver a critical component. The buyer should ask why that subcontractor failed and whether alternative sourcing was reasonably available.

The supplier’s contractual responsibility cannot necessarily be transferred to the foreign buyer merely because another company in its supply chain defaulted.

Raw-Material Shortages Must Be Proven

A general statement that “materials are unavailable” should be supported with evidence.

The buyer may request purchase records, supplier correspondence, cancellation notices, production schedules or other documents demonstrating the actual shortage.

Government Restrictions Can Be Significant

Import or export restrictions, sanctions, licensing measures, mandatory shutdowns or other governmental actions can potentially have substantial contractual consequences.

However, the supplier should establish precisely how the measure applies to the particular goods and why lawful alternative performance was unavailable.

Sanctions Should Not Be Used as a Generic Excuse

A supplier may refer generally to “sanctions risk” without identifying a legal prohibition.

The foreign buyer should ask which restriction applies, which party or transaction is affected and whether payment, transportation or delivery is actually prohibited rather than merely considered inconvenient.

Transportation Problems Require Evidence

Port congestion, carrier cancellation, container shortages and route closures may cause serious delays, but the supplier should demonstrate the connection between the transportation problem and the particular contractual obligation.

Alternative routes and carriers may also need to be considered.

Strikes Should Be Examined Carefully

A nationwide external strike may present a different situation from an internal labor dispute caused by the supplier’s own employment practices.

The contract and factual circumstances determine whether the event qualifies.

Natural Disasters Can Support Force Majeure—but Not Automatically

An earthquake, flood, wildfire or similar disaster may constitute a significant external event. Nevertheless, the supplier should still establish its actual effect on production or delivery.

A disaster occurring hundreds of kilometers away from the relevant factory does not automatically excuse every delayed contract.

The Supplier Must Check Alternative Performance

Where the original method of performance becomes unavailable, the question may arise whether reasonable alternatives existed.

Could another factory manufacture the goods? Could another supplier provide the component? Could another port or carrier be used?

The contractual standard and applicable law determine how far these questions affect the defense.

Mitigation Is Important

A supplier relying on force majeure should generally act reasonably to limit the consequences of the event.

The buyer should request information concerning mitigation efforts rather than accepting an indefinite suspension.

Notice Requirements Can Be Decisive

Many supply agreements require the affected party to provide written force majeure notice within a specified period.

The notice may need to identify the event, affected obligations, expected duration and mitigation measures.

Late Notice Can Weaken the Supplier’s Position

If the supplier knew about the disruption for weeks but notified the buyer only after missing the delivery deadline, the contractual notice provisions should be reviewed carefully.

Whether late notice completely eliminates the defense depends on the contract and applicable law, but it can be highly significant.

Review the Form of Notice

The contract may require notices to be sent to particular addresses, persons or electronic systems.

A casual message from a salesperson may not necessarily satisfy a formal contractual notice clause.

Ask for Supporting Evidence

A foreign buyer does not have to evaluate the claim based solely on a one-line email stating “force majeure.”

Relevant evidence may include official decisions, factory records, carrier notices, supplier correspondence, production schedules and other documents supporting the alleged event.

Determine Which Obligations Are Actually Affected

An event may prevent one part of the contract while leaving other obligations unaffected.

For example, a temporary shipping problem may not excuse the supplier from manufacturing completed goods, preserving them appropriately or providing contractual documentation.

Partial Performance Should Be Considered

If the supplier can deliver 70 percent of the order, the contract should be examined to determine whether partial performance is required or commercially useful.

The supplier should not automatically suspend the entire contract if only part is genuinely affected.

Force Majeure Does Not Automatically Cancel the Contract

Many clauses initially suspend affected obligations rather than immediately terminate the agreement.

The buyer should determine the contractual consequences of the event before declaring termination.

Check the Maximum Suspension Period

Some agreements allow termination if force majeure continues beyond 30, 60, 90 or another specified number of days.

Calendar this deadline immediately.

Can the Foreign Buyer Terminate the Contract?

Potentially. Termination may arise under the force majeure clause itself or under other contractual and legal remedies depending on the duration and consequences of non-performance.

The buyer should comply with contractual notice and termination procedures carefully.

Avoid Wrongful Termination

Even if the supplier’s force majeure claim appears weak, an improperly executed termination can expose the buyer to a counterclaim.

The legal basis and contractual procedure should therefore be established before sending a termination notice.

Can the Buyer Demand Performance?

Potentially, where performance remains legally and practically possible and the supplier has no valid excuse.

The buyer may need to issue a formal notice requiring performance within an appropriate or contractually specified period.

Can the Buyer Purchase Replacement Goods?

Depending on the contract and applicable legal framework, the buyer may consider obtaining substitute goods from another supplier.

Document the replacement transaction carefully, particularly if additional costs may later be claimed as damages.

Preserve Evidence of the Market Price

If replacement goods cost substantially more, preserve quotations, purchase orders, invoices and communications showing the market conditions at the relevant time.

This evidence may become important in calculating damages.

Can the Foreign Buyer Claim Damages?

Potentially, where the supplier’s non-performance is not legally excused and the requirements for damages are satisfied.

Possible losses may include additional procurement costs, transportation expenses and other direct commercial losses, subject to the governing law, contract and proof of causation.

Lost Profits Require Strong Evidence

Claims for lost profits can be more difficult than documented replacement costs.

The buyer should preserve customer contracts, resale orders, historical margins and evidence showing how the supplier’s breach caused the claimed loss.

Contractual Liability Caps Must Be Reviewed

Even where the buyer has a valid damages claim, the contract may contain limitations of liability, exclusions of consequential damages or liquidated-damages provisions.

These clauses should be reviewed together with the force majeure provision.

Liquidated Damages May Be Relevant

Supply agreements sometimes impose predetermined amounts for delivery delays.

Determine whether the clause continues to operate during the alleged force majeure period and whether the supplier is actually entitled to the contractual excuse.

Bank Guarantees Should Be Reviewed

Where the supplier provided a performance guarantee, advance-payment guarantee or another security, determine whether the conditions for calling the guarantee have arisen.

The guarantee should be analyzed separately from the underlying contract.

Advance Payments May Need to Be Recovered

If the buyer paid substantial amounts in advance but the supplier can no longer perform, determine whether the agreement requires repayment and when that obligation arises.

Preserve payment records and contractual documentation.

Hardship and Force Majeure Should Be Distinguished

A supplier may still be capable of performing but claim that extraordinary circumstances have fundamentally changed the economics of the transaction.

That argument is conceptually different from a claim that performance is prevented by force majeure.

The contract and governing law determine whether price adaptation, renegotiation or another remedy may arise.

Do Not Accept Unilateral Price Increases Automatically

A supplier may use a force majeure notice as leverage to demand a higher price.

The buyer should determine whether the contract permits price adjustment and whether the alleged event legally supports modification.

Review Change-in-Law Clauses

Some contracts separately regulate new taxes, customs measures, export controls or regulatory changes.

A supplier should not necessarily rely on force majeure where another contractual provision specifically allocates the risk.

CISG Issues May Arise

International sales involving Turkish and foreign companies may fall within the CISG depending on the circumstances.

Questions concerning exemption from liability, notice, avoidance, substitute transactions and damages should therefore be considered alongside the contractual terms and applicable domestic law.

Preserve All Communications

Keep emails, messages, purchase orders, production updates, shipment schedules and meeting notes.

Statements made before the alleged force majeure event can be particularly important in establishing whether the supplier was already experiencing performance problems.

Investigate Selective Performance

If the supplier claims that production is impossible but continues delivering identical goods to other customers, investigate the discrepancy.

Selective allocation may materially affect the factual credibility of the defense.

Check Whether Goods Were Sold to Another Buyer

A supplier facing rising market prices may sometimes prefer to sell goods elsewhere at a higher price.

If goods allocated to the foreign buyer were diverted, the force majeure defense should be scrutinized closely.

Send a Formal Reservation of Rights

The buyer should avoid conduct that could later be interpreted as unconditional acceptance of indefinite delay.

Communications can reserve contractual and legal rights while requesting evidence and mitigation measures.

Do Not Accept Contract Amendments Informally

Changes to delivery dates, prices or quantities should be documented properly.

Repeated informal extensions can complicate later attempts to establish breach.

Prepare a Contractual Timeline

Create a chronology showing contract execution, purchase orders, production milestones, scheduled delivery, first notice of difficulty, force majeure notification and subsequent communications.

This can quickly reveal whether the claimed event genuinely caused the default.

Review Dispute Resolution Before Escalating

Determine whether disputes must be resolved through Turkish courts, foreign courts or arbitration.

Also check whether negotiation, mediation or other pre-dispute procedures are mandatory.

Emergency Measures May Be Relevant

Where advance payments, goods, guarantees or other assets are at risk, urgent interim remedies may need to be considered under the applicable procedural framework.

Timing can be critical.

2026 Practical Strategy for Foreign Buyers

A foreign buyer receiving a Turkish supplier’s force majeure notice should not immediately accept or reject it based only on the event’s name. The buyer should examine the contract, governing law, actual event, causation, foreseeability, notice requirements, mitigation efforts, alternative performance and duration of the disruption. The commercial objective is to determine whether the supplier is genuinely prevented from performing or is attempting to transfer ordinary business risk to the buyer.

Frequently Asked Questions

Can a Turkish supplier simply declare force majeure?

The supplier can make the claim, but whether it has legal effect depends on the contract, applicable law and facts.

Is an increase in raw-material prices automatically force majeure?

No. Increased costs and legal impossibility are different issues and should be analyzed separately.

Can currency depreciation excuse the supplier?

Not automatically. Contractual risk allocation and the severity and legal effect of the circumstances require examination.

What if the supplier gives force majeure notice late?

Review the contractual notice clause. Late notification may materially affect the supplier’s position depending on the agreement and applicable law.

Can the buyer request evidence?

Yes. A foreign buyer should generally seek evidence establishing the event, its effect on the particular contract and the supplier’s mitigation efforts.

Can the buyer terminate immediately?

Not necessarily. The contract may provide for suspension before termination or require a specified period or notice procedure.

Can the buyer purchase from another supplier?

Potentially. The legal and contractual basis should be reviewed, and replacement costs should be carefully documented.

Can the buyer claim damages?

Potentially, if the supplier’s failure is not legally excused and the requirements for damages are satisfied.

Does force majeure automatically excuse every contractual obligation?

No. The event should be connected to the obligations it actually prevents or affects.

When should a foreign buyer reject the force majeure defense?

A foreign buyer has stronger grounds to challenge the defense where the alleged event does not actually prevent performance, was already known when the contract was concluded, results primarily from the supplier’s own operational or financial problems, could reasonably have been mitigated, or was invoked without satisfying contractual notice and evidentiary requirements.

Client-Focused Legal Support for International Supply and Force Majeure Disputes

Force majeure disputes can involve failed deliveries, delayed production, price increases, replacement purchases, advance payments, bank guarantees, contractual termination, damages and international arbitration or litigation. Fırat Fesih Kaya Law Office assists foreign buyers, international companies and investors facing contractual disputes with suppliers in Turkey. Lawyer Fırat Fesih Kaya provides legal assistance in reviewing force majeure claims, challenging unjustified non-performance, preparing notices and termination strategies, protecting advance payments and guarantees, pursuing compensation claims and handling international commercial disputes.

Phone:
+90 312 434 22 22

Mobile:
+90 532 769 22 22

Email:
info@firatfesihkaya.av.tr

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