Service and Sales Contracts in Türkiye 2026

تركيا · Dec 30, 2025

Service and Sales Contracts in Türkiye 2026: Deposits, Cancellation and Penalties

Reviewed: October 2026

A useful contract explains the work or goods, the payment schedule and what happens if either side fails to perform. Read those points before signing or transferring a deposit, especially if the document is in a language you do not fully understand.

1. Ask three questions before signing

What exactly will I receive? Identify the goods, specifications, services, timetable and agreed deliverables.
When and how will I pay? Check instalments, milestones, the payment recipient and any refund arrangements.
How will a problem be resolved? Read cancellation, termination, penalty and dispute-resolution provisions.

Request a complete copy, including schedules and referenced terms. Do not rely on an assurance that an unclear clause “will not be used”.

2. Clauses that deserve close attention

The description: replace general phrases with measurable specifications or a clear scope of services.
Dates and delivery: state when work begins, when it must finish and what happens if there is a delay.
Cancellation and termination: identify the grounds, notice method, cure period if applicable and financial consequences.
Deposits and advance payments: state what the payment represents and when it is refundable.
Contractual penalties: check the trigger, amount or calculation and whether it can be claimed alongside performance or compensation.
The dispute venue: understand the proposed court, city and any applicable jurisdiction rules. A written clause does not necessarily override mandatory consumer protections.
Mediation or arbitration: distinguish a statutory pre-court mediation requirement from a contractual dispute clause, and establish whether the proposed arbitration arrangement is valid for your transaction.

Whether the contract is a consumer transaction, a commercial agreement or another type matters. The same clause can have different consequences in different settings.

3. Kapora and peşinat: identify the legal purpose of the payment

Kapora is commonly used for a deposit, but the label alone does not tell you whether it can be retained. Under the Turkish Code of Obligations, money given when concluding a contract is generally treated as evidence of the agreement and credited towards the main obligation unless the agreement or local custom provides otherwise.

An expressly agreed withdrawal payment — cayma parası has different consequences: under Article 178, the payer who withdraws forfeits it, while the recipient who withdraws returns twice the amount received. Whether this rule applies requires assessment of the actual arrangement and any mandatory rules.

Peşinat normally describes part-payment of the price in advance. Its refund treatment depends on the contract, what has been performed and the applicable law; it is not automatically refundable simply because it is called an advance.

Before paying, record the purpose of the payment, whether and when it can be refunded, and how any deduction is calculated. A “non-refundable” label does not necessarily defeat a statutory consumer right or make an unfair term enforceable.

4. Ending the contract and documenting the position

Check the right to terminate or cancel. Establish the contractual or statutory grounds, any notice or opportunity to remedy, and the required method of notification.
Give an appropriate written notice. Identify the contract, the problem, relevant dates and the remedy or settlement you request. An ordinary email or message may not satisfy every formal notice requirement.
Record the state of performance. List what was delivered, what remains outstanding and any defects, with lawful supporting evidence.
Request an account. Reconcile payments with the work or goods supplied and the basis for any claimed deduction.
Retain evidence of delivery of the notice. Keep the original correspondence and proof of receipt or formal service where relevant.

A telephone call can help resolve an issue, but relying on it alone makes the terms harder to establish later. Written notice does not itself create a right to cancel that the law or contract does not provide.

5. Contractual penalties

A penalty clause may allocate the consequences of late or incomplete performance. Check its amount, trigger, exclusions and interaction with the remaining contract obligations before agreeing to it.

An exceptionally large or one-sided penalty deserves legal review. The Code of Obligations contains rules on penalties and judicial reduction of excessive amounts, but the treatment can differ for merchants and commercial transactions. Do not assume a court will automatically remove a clause simply because you consider it unfair.

Where appropriate, negotiate balanced consequences for both parties: for example, what happens if the customer pays late and what happens if the supplier misses a delivery milestone. Consumer law may invalidate an unfair, non-negotiated term creating a significant imbalance; a signature alone does not settle that assessment.

6. Keep these records

A written quotation, teklif, showing scope, price and validity.
The signed contract, schedules, invoices and receipts.
Written approval of changes to scope, price or delivery dates.
Bank-transfer records identifying the recipient and purpose accurately.
A delivery or completion record, including any outstanding items or reservations.

Check that the legal person or individual named in the contract matches the invoice and payment arrangements, or that any difference is properly explained and authorised.

7. Warning signs

“Sign now and we will amend it later.”
Refusal to provide the complete contract or a copy for you to retain.
A large advance payment without clear milestones or adequate protection.
Vague promises such as “complete service” or “guaranteed results” without a defined scope.
Unexplained differences between the contracting party, invoice issuer and payment recipient.

Pause and clarify the issue before signing or paying. Obtain a reliable translation and professional advice for a significant commitment.

A clause to discuss with your adviser

The following is a starting point for negotiation. The dates, permitted deductions and notice requirements must be adapted to the transaction and applicable law.

Code:

If the supplier fails to deliver the agreed work within [number] days after the agreed delivery date, without an accepted contractual or legal justification, the customer may terminate in accordance with the notice and remedy requirements in this agreement.

The supplier will refund payments attributable to the unperformed portion within [number] days. Any deduction for completed work must be supported by an itemised account and must not exceed [agreed amount or percentage], subject to mandatory law.

This clause does not limit any mandatory statutory rights.

Make the exit provisions as clear as the starting terms

Specify what will be supplied, link payments to clear obligations and agree workable rules for delay, termination and settlement. A careful contract and good records reduce uncertainty; the enforceability of a disputed term still depends on the facts and applicable law.

Official sources and further information

Related guides

Service and Sales Contracts in Türkiye 2026

تركيا

Active member

1. Ask three questions before signing​

2. Clauses that deserve close attention​

3. Kapora and peşinat: identify the legal purpose of the payment​

4. Ending the contract and documenting the position​

5. Contractual penalties​

6. Keep these records​

7. Warning signs​

A clause to discuss with your adviser​

Make the exit provisions as clear as the starting terms​

Official sources and further information​