Unofficial English translation for information only. In case of discrepancy, the Turkish text prevails. This translation is not legal advice.
Turkish source: Law No. 6098, Official Gazette 04/02/2011, No. 27836. Turkish text as published on mevzuat.gov.tr, checked on 26 October 2026: https://www.mevzuat.gov.tr/mevzuat?MevzuatNo=6098&MevzuatTur=1&MevzuatTertip=5
PART TWO – Special Obligational Relationships
CHAPTER ONE – Sales Contract
DIVISION ONE – General Provisions
Article 207 – A. Definition and Provisions
A sale contract is a contract by which the seller undertakes to transfer possession and ownership of the thing sold to the buyer, and the buyer undertakes to pay a price in return.
Unless otherwise agreed in the contract or otherwise customary, the seller and the buyer are obliged to perform their obligations simultaneously.
A price that can be determined according to the circumstances and conditions is deemed to be an agreed price.
Article 208 – B. Benefits and Risk of Loss
Except in cases arising from law, the requirements of the circumstances or special conditions provided for in the contract, the benefits and risk of loss relating to the thing sold remain with the seller until possession is transferred in sales of movable property and until registration in sales of immovable property.
In sales of movable property, if the buyer is in default in taking possession of the thing sold, the benefits and risk of loss pass to the buyer as if possession had been transferred.
If, at the buyer’s request, the seller sends the thing sold to a place other than the place of performance, the benefits and risk of loss pass to the buyer when the thing sold is delivered to the carrier.
DIVISION TWO – Sale of Movables
Article 209 – A. Subject Matter
A sale of movable property is the sale of things other than those considered immovable property under the Turkish Civil Code, as well as things designated as movable property in other laws.
The sale of integral parts whose ownership is to be transferred after separation from immovable property, such as produce, the debris of a structure and stones to be extracted from a quarry, is also a sale of movable property.
Article 210 – 1. General Rule
The seller is obliged to transfer possession of the thing sold to the buyer for the purpose of transferring its ownership.
Article 211 – 2. Transfer and Transport Expenses
Unless otherwise agreed or customary, expenses of transfer, such as measuring and weighing, are borne by the seller; expenses incurred to take delivery of the thing sold and, where it must be transported to a place other than the place of performance, transport expenses are borne by the buyer.
If transfer without expenses is agreed, the seller is deemed to have assumed the transport expenses.
If transfer without port and customs expenses is agreed, the seller is deemed to have assumed export, transit and import taxes; however, the seller is not deemed to have assumed consumption taxes paid when the thing sold is taken over by the buyer.
Article 212 – a. General Rule and Exception
In the event of the seller’s default, the general provisions on the debtor’s default apply.
In commercial sales for which a specified period is set for the transfer of possession, if the seller is in default, the buyer is deemed to have waived the request for transfer and to have sought compensation for loss arising from non-performance of the obligation.
If the buyer intends to request transfer of the thing sold, the buyer must notify the seller immediately upon expiry of the specified period.
Article 213 – b. Obligation to Compensate and Scope
A seller who fails to perform the obligation is obliged to compensate the buyer for the resulting loss.
If the seller fails to perform the obligation, the buyer may claim compensation for loss calculated according to the difference between the sale price and the price paid in good faith to purchase a substitute for the thing sold that was not transferred to the buyer.
If the thing sold is a commodity listed on an exchange or having a market price, the buyer may claim compensation for loss calculated according to the difference between the sale price and the market price on the specified date of performance, without being obliged to purchase a substitute.
Article 214 – 1. Subject Matter
If, by reason of a right existing at the time the sale contract was concluded, all or part of the thing sold is taken from the buyer by a third party, the seller is liable to the buyer for this.
If the buyer knew of the risk of dispossession when the contract was concluded, the seller is not liable for it unless the seller has separately assumed liability.
If the seller concealed the third party’s right, any agreement excluding or limiting the seller’s liability is absolutely null and void.
Article 215 – a. Notice of the Action
When the buyer faces the risk of dispossession of the thing sold, if the buyer notifies the seller of the action brought against the buyer, the seller must, as required by the circumstances and under the rules of procedure, either join the action alongside the buyer or take the buyer’s place and pursue and defend the action against the third party.
If notice is given at a time suitable for joining the action and presenting a defence, the judgment rendered against the buyer also has effect against the seller, unless it is proved that it was rendered because of the buyer’s gross fault.
If the action was not notified to the seller for reasons not attributable to the seller, the seller is released from liability to the extent that the seller proves that a more favourable judgment could have been obtained had timely notice been given.
Article 216 – b. Delivery of the Thing Sold Without a Court Judgment
The seller’s liability for eviction continues in the following cases:
1. If the buyer, without waiting for a court judgment, has acknowledged the third party’s right in accordance with the rules of good faith and delivered the thing sold to that party.
2. If, without waiting for the third party to bring an action against the buyer, the buyer has promptly warned the seller either to resolve through legal action the dispute concerning the claim of right over the thing sold or, failing that, that the buyer would resort to arbitration, and has resorted to arbitration because no result was obtained.
The seller’s liability also continues if the buyer proves that the buyer was obliged to deliver the thing sold to the third party.
Article 217 – a. In the Event of Total Eviction
If the whole of the thing sold has been taken from the buyer, the sale contract is deemed to have terminated automatically, and the buyer may claim the following from the seller:
1. Refund, with interest, of the sale price paid, after deduction of the value of the produce obtained or negligently not obtained from the thing sold.
2. Expenses that the buyer cannot claim from the third party who took the thing sold.
3. All litigation expenses and expenses outside the litigation, except those that could have been avoided by notifying the seller of the action.
4. Other losses directly suffered as a result of the thing sold being taken in its entirety.
Unless the seller proves that no fault can be attributed to the seller, the seller is also obliged to compensate the buyer for other losses suffered because the thing sold was taken.
Article 218 – b. In the Event of Partial Eviction
If part of the thing sold has been taken from the buyer or the thing sold has been encumbered with a limited right in rem, the buyer may claim compensation only for the loss suffered for that reason.
However, if it is apparent from the circumstances and conditions that the buyer would not have purchased the thing sold had the buyer known of this situation, the buyer may ask the judge to terminate the contract. In that case, the buyer is obliged to return to the seller the part of the thing sold that remains in the buyer’s possession, together with the benefits obtained up to that time.
Article 219 – a. In General
The seller is liable to the buyer both because the qualities the seller stated in any manner are absent from the thing sold and because it contains material, legal or economic defects that are contrary to its qualities or its quantity affecting its quality, and that eliminate or substantially reduce its value for the intended use and the benefits the buyer expected from it.
The seller is liable for these defects even if the seller was unaware of their existence.
Article 220 – b. Sale of Animals
In the sale of animals, the seller is not liable for defects unless the seller has assumed liability in writing or is guilty of gross fault.
Article 221 – 2. Agreement Excluding Liability
If the seller is guilty of gross fault in transferring the thing sold with defects, any agreement excluding or limiting liability for defects is absolutely null and void.
Article 222 – 3. Defects Known to the Buyer
The seller is not liable for defects known to the buyer when the sale contract was concluded.
The seller is also liable for defects that the buyer could have discovered by sufficiently inspecting the thing sold only if the seller has expressly warranted that no such defect exists.
Article 223 – a. In General
The buyer is obliged to inspect the condition of the thing sold taken over as soon as practicable in the ordinary course of business and, if the buyer discovers a defect for which the seller is liable, to notify the seller within a reasonable period.
If the buyer fails to inspect and give notice, the buyer is deemed to have accepted the thing sold. However, this provision does not apply if the thing sold has a defect that could not be discovered through an ordinary inspection. If it is subsequently found that such a defect exists, the seller must be notified immediately; otherwise, the thing sold is deemed accepted with that defect.
Article 224 – b. Sale of Animals
If, in a sale of animals, the period during which the seller is liable has not been specified in writing and the defect does not relate to the animal’s pregnancy, the seller is liable only if the defect is notified to the seller within nine days from the date of transfer or the buyer’s default in taking delivery, and a request is also made to the competent authority within the same period for the animal to be examined by experts.
Article 225 – 5. Consequences of the Seller’s Gross Fault
A seller guilty of gross fault cannot escape liability, even in part, by asserting that the defect in the thing sold was not notified within the prescribed period.
The same provision applies to defects that persons who make a profession of selling ought to know about.
Article 226 – 6. Dispatch of the thing sold from another place
A buyer who claims that a thing sold dispatched from another place is defective is obliged to take, temporarily, the measures necessary to preserve the thing sold if the seller has no representative at the buyer’s location. The buyer may not return the thing sold to the seller without taking the measures necessary to preserve the thing sold that the buyer claims is defective.
The buyer is obliged to have the condition of the thing sold duly ascertained without delay. If the buyer fails to do so, the buyer bears the burden of proving that the defect claimed existed when the thing sold reached the buyer.
If the thing sold is in danger of deteriorating within a short time, the buyer is authorised, and even obliged if the seller’s interests so require, to have it sold through the court at the place where it is located. If the buyer fails to notify the seller of the situation as soon as possible, the buyer is liable for the resulting damage.
Article 227 – a. In general
Where the seller is liable for defects in the thing sold, the buyer may exercise one of the following elective rights:
1. To rescind the contract by declaring readiness to return the thing sold.
2. To retain the thing sold and request a reduction in the sale price in proportion to the defect.
3. To request repair of the thing sold free of charge, at the seller’s expense, provided this does not require excessive cost.
4. If possible, to request replacement of the thing sold with a defect-free equivalent.
The buyer’s right to claim compensation under the general provisions is reserved.
The seller may prevent the buyer from exercising the elective rights by immediately providing the buyer with a defect-free equivalent of the same goods and compensating the buyer in full for the loss suffered.
If the buyer exercises the right to rescind the contract, the judge may order repair of the thing sold or a reduction in the sale price if the circumstances do not justify rescission.
If the shortfall in the value of the thing sold is very close to the sale price, the buyer may exercise only one of the rights to rescind the contract or to request replacement of the thing sold with a defect-free equivalent.
Article 228 – b. Destruction of or serious damage to the thing sold
Destruction of or serious damage to a thing sold that was transferred to the buyer in a defective condition, due to the defect, an unforeseen event or force majeure, does not prevent the buyer from exercising the right to rescind the contract. In this case, the buyer is obliged to return whatever remains of the thing sold.
If the thing sold has been destroyed for a reason attributable to the buyer, or the buyer has transferred it to another person or changed its form, the buyer may only request that an amount corresponding to the decrease in its value be deducted from the sale price.
Article 229 – a. In general
A buyer who rescinds the contract of sale is obliged to return the thing sold to the seller together with the benefits obtained from it. In return, the buyer may also make the following claims against the seller:
1. Repayment, with interest, of the sale price paid.
2. Payment of litigation costs and expenses incurred for the thing sold, as in the case of total eviction of the thing sold.
3. Compensation for direct damage arising from the defective goods.
Unless the seller proves that no fault can be attributed to the seller, the seller is also obliged to compensate the buyer for other damage.
Article 230 – b. Sale of more than one item
If more than one item, or an item consisting of several parts, has been sold together and some of them prove defective, the right to rescind may be exercised only in respect of those found defective. However, if it is impossible to separate the defective part from the others without causing significant damage to the buyer or seller, the right to rescind must extend to the entire thing sold.
Rescission of the sale of the principal thing sold also covers its accessories, even if they were sold at a separately stated price; however, rescission in respect of the accessories does not cover the principal thing sold.
Article 231 – 9. Limitation period
Unless the seller has undertaken a longer period, all actions relating to liability arising from a defect in the thing sold are time-barred after two years from its transfer to the buyer, even if the defect appears later. The buyer’s right to plead a defect notified within two years from the transfer of the thing sold to the buyer is not extinguished by expiry of this period.
If the seller was grossly at fault in transferring the thing sold in a defective condition, the seller may not benefit from the two-year limitation period.
Article 232 – I. Payment of the sale price and taking delivery of the thing sold
The buyer is obliged to pay the sale price as agreed in the contract of sale and to take delivery of the thing sold when tendered to the buyer.
Unless local custom or agreement provides otherwise, the thing sold must be taken delivery of immediately.
Article 233 – II. Determination of the sale price
If the buyer has definitively stated an intention to purchase the goods without specifying the sale price, the sale is deemed to have been made at the average market price at the place and time of performance.
If the sale price is calculated according to the weight of the thing sold, the tare is deducted.
Commercial practices concerning a deduction, by quantity or percentage, from gross weight, or determination of the price on the basis of gross weight, in the sale of certain commercial goods are reserved.
Article 234 – III. Sale price becoming due and interest
Unless otherwise agreed, the sale price becomes due when the thing sold enters the buyer’s possession.
Interest may be claimed on the sale price if there is a custom permitting interest to be claimed, or if the buyer has the opportunity to obtain produce or other benefits from the goods, or if default occurs upon expiry of a specified day, without any separate notice being required.
Article 235 – 1. Seller’s right to rescind
If the buyer defaults in cases where the thing sold is to be transferred only after or at the time of payment of the sale price, the seller may rescind the sale without any further action.
A seller wishing to exercise this right must notify the buyer of the situation without delay.
If possession of the thing sold has been transferred to the buyer before payment of the sale price, the seller’s recovery of the thing sold by exercising the right to rescind due to the buyer’s default is conditional on this right having been expressly reserved in the contract.
Article 236 – 2. Calculation and compensation of damage
A buyer who fails to perform an obligation is obliged to compensate the seller for the damage suffered as a result.
The seller may claim from a buyer in default in paying the sale price compensation for damage calculated on the basis of the difference between that price and the price obtained by selling the thing sold to another person in accordance with the rules of good faith.
If the thing sold is a commodity listed on an exchange or having a market price, the seller may claim from the buyer, without the need for such a sale, compensation for damage calculated on the basis of the difference between the sale price and the price of the goods on the specified payment date.
DIVISION THREE – Sale of Immovable Property and Rights Giving Rise to a Sale Relationship
Article 237 – A. Form
For the sale of immovable property to be valid, the contract must be drawn up in official form.
Contracts for a promise to sell immovable property, repurchase and an option to purchase are invalid unless drawn up in official form.
The validity of a pre-emption contract is conditional on its being made in writing.
Article 238 – I. Duration and annotation
Pre-emption rights, repurchase rights and purchase option rights may be agreed for a period of no more than ten years and may be annotated in the land register for the periods specified by law.
Article 239 – II. Transfer and passage by inheritance
Unless otherwise agreed, pre-emption rights, purchase option rights and repurchase rights arising from a contract may not be transferred, but pass by inheritance.
If it is agreed in the contract that these rights may be transferred, the transfer is invalid unless made in the form prescribed for the creation of the right.
Article 240 – 1. Exercise
The pre-emption right may be exercised in cases of a sale of immovable property or any transaction economically equivalent to a sale.
The pre-emption right may not be exercised where immovable property is allocated to one of the heirs in the division of an inheritance, sold by compulsory auction, or acquired for the performance of public services or for similar purposes.
Article 241 – 2. Conditions and effects
The seller or buyer is obliged to notify the holder of the pre-emption right, through a notary public, that the contract of sale has been concluded and of its contents.
If the contract of sale is rescinded after the pre-emption right has been exercised, or approval is refused for reasons arising from the buyer personally, this may not be invoked against the holder of the pre-emption right.
Unless otherwise provided in the contract creating the pre-emption right, the holder of the pre-emption right acquires the immovable property on the terms of sale agreed by the seller with the third party.
The above provisions also apply to transactions economically equivalent to a sale.
Article 242 – 3. Exercise and effects
The holder wishing to exercise a contractual pre-emption right must bring an action against the buyer if the right has been annotated and ownership of the immovable property has been registered in the buyer’s name; otherwise, the action must be brought against the seller, within three months from the date on which the sale or another transaction economically equivalent to a sale was notified to the holder, and in any event within two years from the date of the sale.
Article 243 – I. Conditional sale and reservation of ownership
In a conditional sale of immovable property, registration in the land register may not be made until the condition is fulfilled.
A condition reserving ownership in a sale of immovable property may not be registered either.
Article 244 – II. Liability
Unless otherwise agreed, if the immovable property sold does not comprise the area stated in the contract of sale, the seller is obliged to pay compensation to the buyer for the shortfall.
If the immovable property sold does not comprise the area recorded in the land register on the basis of an official measurement, the seller is not liable for compensation unless the seller has specifically undertaken such liability.
Actions arising from a defect in a building are time-barred after five years from transfer of ownership, or after twenty years if the seller was grossly at fault.
Article 245 – III. Benefits and risk
If a period is specified by contract for the buyer to take delivery of the thing sold at a time after registration, its benefits and risk pass upon delivery to the buyer. This provision also applies if the buyer defaults in taking delivery of the thing sold.
The validity of this contract is conditional on its being made in writing.
Article 246 – IV. Application of rules concerning the sale of movable property
The rules concerning the sale of movable property also apply, by analogy, to the sale of immovable property.