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 FOUR – Certain Types of Sale
Article 247 – I. Definition
A sale by sample is a sale made where the parties agree that the goods forming the subject matter of the contract will conform to a sample left with the buyer or a third party, or to goods identified by them.
Article 248 – II. Burden of proof
In a sale by sample, the party to whom the sample was given is not required to prove that the sample in that party’s possession is the sample given to them; and even if the form of the sample has changed, where that change is a necessary consequence of examination, the buyer’s claim is deemed correct. However, the other party always has the right to prove otherwise.
If the sample deteriorates or is destroyed while in the buyer’s possession, the buyer bears the burden of proving that the thing sold does not conform to the sample, even if the buyer is not at fault.
Article 249 – I. Definition
A sale subject to approval is a sale made on the condition that the buyer approves the thing sold after trying or examining it.
Article 250 – II. Effects
In a sale subject to approval, the buyer is free to accept the thing sold or return it without giving any reason.
Even if the thing sold has passed into the buyer’s possession, ownership of the thing sold remains with the seller until the condition of approval is fulfilled.
Article 251 – 1. At the seller’s premises
If the trial or examination is required to take place at the seller’s premises and the buyer does not state within the period required by the contract or custom whether the buyer accepts the thing sold, the seller is released from the obligation to remain bound by the contract.
If no such period has been specified, the seller may, after a reasonable period has elapsed, give the buyer notice to state whether the buyer accepts the thing sold; if no immediate reply is given to this notice, the seller is released from the obligation to remain bound by the contract.
Article 252 – 2. At the buyer’s premises
If the thing sold has been delivered to the buyer without being tried or examined, the condition of approval is fulfilled if, within the period required by the contract or custom or, if there is no such period, upon the seller’s notice, the buyer fails immediately to notify the seller that the buyer does not approve of the thing sold or to return it.
The condition of approval is also fulfilled if the buyer pays all or part of the sale price without stating any reservation, or uses the thing sold in a manner exceeding the purpose of trial or examination.
Article 253 – 1. Definition, form and content
An instalment sale is a sale in which the seller undertakes to deliver the movable thing sold to the buyer before payment of the sale price, and the buyer undertakes to pay the sale price in instalments.
An instalment sale contract is invalid unless made in writing.
Where the goods are sold within the scope of the seller’s commercial activity, the contract must specify the following:
1. The names and domiciles of the parties.
2. The subject matter of the sale.
3. The cash sale price of the thing sold.
4. The additional amount specified on account of payment by instalments.
5. The total sale price.
6. All other performances undertaken by the buyer in cash or in kind.
7. The amount and due date of the down payment and instalments, and the number of instalments, which may not be fewer than two.
8. The buyer’s right to withdraw the declaration of intent to enter into the contract within seven days.
9. If envisaged, contractual provisions concerning reservation of ownership or assignment of the claim for the sale price.
10. In the event of default or deferment of the due date, the interest payable, not exceeding 30 per cent above the statutory interest rate.
11. The place and date on which the contract was concluded.
2. Consent of the legal representative
Article 254
The validity of an instalment sale contract concluded by a minor or a person subject to restriction who has the capacity to discern is conditional on the written consent of the legal representative. In this case, consent must be given no later than the time the contract is concluded.
Article 255 – 3. Taking effect and declaration of withdrawal
An instalment sale contract takes effect in respect of the buyer seven days after the buyer receives a copy of the contract signed by the parties. The buyer may notify the seller in writing within this period of withdrawal of the buyer’s declaration of intent. This right may not be waived in advance. For the notice of withdrawal to take effect, it is sufficient for it to be posted on the last day of the period.
If the seller has transferred the goods to the buyer during the withdrawal period, the buyer may use the goods only to the extent required for an ordinary examination; otherwise, the contract takes effect.
If the buyer exercises the right of withdrawal, no withdrawal fee may be claimed from the buyer.
Article 256 – a. Obligation to pay the down payment and duration of the contract
The buyer is obliged to pay at least one-tenth of the cash sale price as a down payment no later than delivery, and to pay the remaining part of the sale price within three years following the conclusion of the contract.
The President of the Republic may reduce the amount of the down payment and the statutory payment periods by up to half, according to the type of thing sold, or increase them up to twofold.[1]
A seller who transfers the thing sold to the buyer without having received in full the minimum down payment specified by law loses the right to claim the unpaid part of the down payment.
Any increase in the sale price in return for waiving the down payment is void.
Article 257 – b. Defences of the buyer
The buyer may not waive in advance the right to set off the seller’s receivable arising from the sale by instalments against the buyer’s receivable from the seller.
In the event of assignment of the receivable, the buyer’s defences relating to the receivable for the sale price may not be restricted or extinguished.
Article 258 – c. Full payment of the sale price
Unless the instalment debt has been embodied in a bill of exchange, promissory note or cheque, the buyer may discharge the debt at any time by paying the remaining part of the sale price in a single payment. In that case, the portion of the amount added to the cash sale price that corresponds to the unpaid instalments shall be reduced in proportion to the shortening of the payment period, by no less than one half.
Article 259 – a. Seller’s optional right
If the buyer is in default in paying the down payment, the seller may demand only the down payment or withdraw from the contract.
If the buyer is in default in paying the instalments, the seller may demand payment in a single sum of the instalments that have fallen due or the entire remaining sale price, or may withdraw from the contract. The seller may demand the entire remaining sale price or withdraw from the contract only if the seller has expressly reserved this right and the buyer is in default in paying either at least two consecutive instalments amounting to at least one tenth of the agreed sale price, or one instalment amounting to at least one quarter of it, or the final instalment. However, the seller may not withdraw from the contract if the amount the seller may claim as a result of withdrawal is equal to or greater than the amount of the instalments already paid.
Before exercising the right to demand full payment of the remaining sale price or to withdraw from the contract, the seller must grant the buyer a period of at least fifteen days.
Article 260 – b. Withdrawal from the contract
If the seller withdraws from the contract after transfer of the sold item to the buyer because the buyer is in default in paying the instalments, each party is obliged to return what it has received. The seller may also claim a fair use fee and, if the value of the sold item has decreased due to extraordinary use, compensation. However, the seller may not claim more than the seller would have obtained had the contract been performed on time.
If the seller withdraws from the contract before transfer of the sold item because the buyer is in default in paying the down payment, the seller may claim from the buyer only statutory interest accruing on the unpaid down payment until the date of withdrawal from the contract, and compensation for any loss in value suffered by the sold item after the contract was concluded. If a penalty clause has been agreed, it may not exceed ten per cent of the cash sale price.
Article 261 – c. Intervention by the judge
The judge may facilitate payment for the buyer in default and prohibit the seller from repossessing the sold item, provided that the buyer gives assurance that the buyer’s obligations will be paid and the seller will suffer no loss as a result of this new arrangement.
Article 262 – 6. Competent court and arbitration
A buyer domiciled in Türkiye may not waive in advance the jurisdiction of the court at the buyer’s domicile with respect to disputes arising from a sale-by-instalments contract to which the buyer is a party, nor may the buyer enter into an arbitration agreement.
Article 263 – 7. Scope of application
The provisions relating to sales by instalments also apply to transactions made for the same economic purpose.
In loan contracts made for the purpose of acquiring a movable, where the seller assigns the receivable for the sale price to the lender, with or without a reservation of title, or where the seller and lender otherwise agree and ensure delivery of the item so that the buyer pays the sale price later in instalments, the provisions relating to sales by instalments apply by analogy. The loan contract must include the particulars required to be included in sales-by-instalments contracts. However, the amount borrowed and the total amount of the loan payable to the lender shall be stated in place of the cash sale price and the total sale price.
In loan contracts repayable by instalments connected with a cash sale, the provisions relating to sales by instalments do not apply to the lender where the statutory minimum down payment has been paid and the cash sale price has been covered in full, without any addition, at the time the loan contract is made.
Where the buyer acts in the capacity of a merchant, or the item is purchased for the needs of a commercial enterprise or for professional purposes, only the provisions of the second paragraph of Article 259, the first paragraph of Article 260 and Article 261 of the provisions relating to sales by instalments shall apply.
Article 264 – 1. Definition, form and content
A sale by instalments with advance payments is a sale in which the buyer undertakes to pay the sale price of a movable item in instalments in advance, and the seller undertakes to transfer the sold item to the buyer after the price has been paid in full.
A contract for sale by instalments with advance payments is invalid unless made in writing. The contract shall state the following:
1. Names and domiciles of the parties.
2. Subject matter of the sale.
3. Total sale price.
4. Number and amount of instalments, their due dates and the duration of the contract.
5. The bank authorised to accept the instalments.
6. The amount of interest that the seller undertakes to pay to the buyer.
7. The buyer’s right to withdraw the declaration of intent to enter into the contract within seven days.
8. The buyer’s right to cancel the contract and the cancellation fee payable for that reason.
9. Place and date of conclusion of the contract.
2. Rights and obligations of the parties
Article 265 – a. Securing payments
In contracts with a payment period exceeding one year or of indefinite duration, the buyer is obliged to deposit the payments into an income-generating savings or investment account to be opened in the buyer’s name at a bank specified in the contract.
The bank must safeguard the interests of both parties. Payments from the account may be made only with the consent of both parties. Such consent may not be given in advance.
In contracts with a payment period exceeding one year or of indefinite duration, if the buyer cancels the contract pursuant to Article 269 before transfer of the sold item, the seller forfeits all rights to the account.
Article 266 – b. Buyer’s right to demand transfer of the item
After paying the entire sale price, the buyer may demand transfer of the item to the buyer at any time. However, if the seller is to obtain the item from another person for transfer, the buyer must grant the seller an appropriate period for this purpose.
The conditions relating to sales by instalments must be complied with for the seller to transfer the item to the buyer.
If the buyer has purchased several items or has reserved the right of choice, the buyer may demand partial transfer of the sold items only after paying the minimum down payment prescribed in Article 256. Such a demand may not be made where the sold items constitute a collection of goods. If the sale price has not been paid in full, the buyer may demand that the seller transfer part of the sold items only on condition that ten per cent of the remaining part is retained as security for the seller.
Article 267 – c. Payment of the sale price
In contracts with a payment period exceeding one year or of indefinite duration, the sale price must have been paid in full at the time the sold item is transferred. The buyer demanding transfer of the sold item may release, in favour of the seller, up to one third of the sale price from the balance in the buyer’s account. However, no undertaking to this effect may be given when the contract is concluded.
Article 268 – d. Determination of the sale price
All clauses reserving the seller’s right to demand an additional amount on top of the total sale price determined at the time the contract is concluded are invalid.
Where the total sale price payable is specified in the contract, but the items to be transferred have not been specified in advance and the seller has granted the buyer the right to select those items, the seller is obliged to comply fully with the buyer’s selection, taking into account the prices ordinarily charged in cash sales.
Agreements to the contrary are valid only to the extent that they are to the buyer’s benefit.
Article 269 – a. Right to cancel
In contracts with a payment period exceeding one year or of indefinite duration, the buyer may cancel the contract at any time until transfer of the item.
Any cancellation fee stipulated to be payable by the buyer upon cancellation of the contract shall be determined in light of the circumstances and the period elapsed between conclusion of the contract and cancellation. However, this amount may not be less than two per cent or more than five per cent of the seller’s total receivable. The buyer may demand that the portion of the payments made exceeding the cancellation fee be returned, together with any returns earned.
No cancellation fee may be demanded if the contract is cancelled because the buyer becomes unable to make the advance payments due to the buyer’s death or permanent loss of the ability to earn income, or because the seller does not accept the buyer’s proposal to replace the contract with a sale-by-instalments contract made under ordinary conditions.
Article 270 – b. Duration of the contract
The obligation to perform the advance payments ends upon the expiry of five years.
In contracts with a payment period exceeding one year or of indefinite duration, if the buyer has not demanded transfer of the sold item after eight years have elapsed, the seller shall give the buyer notice and grant a period of three months. If the buyer remains inactive during this period, the seller shall have the rights granted to the buyer in the event of cancellation of the contract.
Article 271 – c. Buyer’s default
If the buyer is in default on one or more advance payments, the seller may demand only the payments that have fallen due. However, if two consecutive advance payments amounting to at least one tenth of the total receivable, a single advance payment amounting to at least one quarter of the total receivable, or the final advance payment has fallen due, the seller shall also have the right to withdraw from the contract after expiry of a one-month payment period granted to the buyer.
If the seller withdraws from a contract with a payment period of one year or less, the provision of the second paragraph of Article 260 shall apply by analogy. For contracts with a duration exceeding one year, the seller may claim only the cancellation fee provided for in the second paragraph of Article 269 and compensation for losses exceeding the average bank deposit interest payable to the buyer.
In contracts with a duration exceeding one year, if the buyer in default demands transfer of the item, the seller may claim statutory principal interest together with compensation for any decrease in the item’s value occurring after the demand for transfer. If a penalty clause is stipulated, its amount may not exceed ten per cent of the sale price.
Where the sold item has been transferred, the provision of the first paragraph of Article 260 shall apply to withdrawal.
Article 272 – 4. Limitation of the scope of application
Articles 264 to 271 shall not apply where the buyer acts in the capacity of a merchant or the item is purchased for the needs of a commercial enterprise or for professional purposes.
Article 273 – III. Common provisions
Among the provisions relating to sales by instalments, those concerning the consent of the legal representative, the contract taking effect and producing consequences, the declaration of withdrawal, the buyer’s defences, assignment of the seller’s receivable, payment facilities granted by the judge, and the competent court and arbitration shall also apply to sales by instalments with advance payments.
In a sale by instalments where the period for transfer of the sold item exceeds one year or is indefinite, if the buyer is obliged to make payments before transfer of the sold item, the provisions relating to sales by instalments with advance payments shall apply by analogy.
Article 274 – I. Definition
A sale by auction is a sale made to the person present who offers the highest price, at a place, time and under conditions determined in advance.
Article 275 – II. Formation
Unless the seller has declared an intention to the contrary in the auction conditions, in voluntary auctions open to everyone, the contract of sale is formed when the person conducting the auction awards the item to the person offering the highest price.
A sale by compulsory auction is formed when the official conducting the auction awards the item to the person offering the highest price.
Article 276 – a. In general
A person participating in the auction is bound by the person’s bid within the framework of the conditions laid down for the sale.
Unless there is a condition to the contrary, the bidder’s obligation ends when a higher bid is made, or, if it is established that there is no higher bid after asking whether there is one, when the bidder’s bid is not accepted immediately.
Article 277 – b. Sale of immovable property by auction
In a sale of immovable property by auction, the award or rejection must take place immediately after the auction.
A condition providing that the bidder remains bound after the auction is invalid. However, this rule does not apply to compulsory auctions or where the award must be approved by a public official.
Article 278 – 2. Requirement of immediate payment
Unless otherwise agreed in the auction conditions, the awarded price must be paid immediately in full.
If the awarded price is not paid immediately in full or in accordance with the auction conditions, the seller may immediately withdraw from the sale.
Article 279 – 3. Transfer of ownership
A person who purchases a movable item at auction acquires ownership of it at the time of the award. Ownership of immovable property purchased at auction passes to the buyer only upon registration in the land register.
The auction official shall immediately notify the land registry administration to register the immovable property specified in the sale record in the buyer’s name.
Special provisions concerning the transfer of ownership in awards made as a result of compulsory auctions are reserved.
The transfer of ownership in voluntary private auctions is subject to the general provisions.
Article 280 – 4. Liability for eviction and defects
The provisions concerning liability for eviction and defects do not apply to compulsory auctions.
A person who purchases an item at auction becomes its owner together with its condition, rights and encumbrances as determined by the land register, the auction conditions or the law.
In voluntary auctions, the seller is liable for eviction and defects in the sold item. However, except in cases of fraud, the seller may be released from this liability by expressly stating and announcing this in the auction conditions.
Article 281 – IV. Annulment of the auction
If the award was procured by resorting to unlawful or immoral means, any interested person may request the court to annul the award within ten days from the day on which the person learned of the ground for annulment and, in any event, within one year following the date of the award.
Special provisions concerning compulsory auctions are reserved.
Notes
[1] By Article 190 of Decree Law No. 700 dated 2/7/2018, the phrase “Council of Ministers” in this paragraph was amended to read “President of the Republic”.