When defective goods are delivered in a sale between merchants in Türkiye, time is everything: the Turkish Commercial Code sets just two days for obvious defects and eight days for others. This article looks at the duty to inspect and give notice, rooted in the Majalla’s options of “inspection” and “defect”, at the English concept of acceptance, and at how arbitral tribunals apply the CISG.
The Majalla: options of inspection and defect
Under the Majalla, a buyer who purchased goods without seeing them may rescind the sale on seeing them (khiyar al-ru’ya). In an unconditional sale the goods must be free from defects, and if a pre-existing defect appears the buyer chooses between returning the goods and accepting them at the agreed price (Arts. 336–337, khiyar al-ayb). In Hanafi doctrine and the Majalla system, a buyer who deals with the goods as owner after learning of a defect is treated as having accepted the defect and loses the right of return.
The logic of today’s duty to inspect and notify is the same: if the buyer stays silent after having had the chance to inspect, or keeps using the goods as their own, the law treats this as acceptance. The difference is that modern commercial law ties the choice to fixed days.
Turkish law: two days, eight days
- Ordinary sale (Turkish Code of Obligations Art. 223): the buyer must examine the goods as soon as practicable in the ordinary course after delivery and notify defects within a reasonable time. Hidden defects that ordinary examination would not reveal must be notified immediately once discovered.
- Commercial sale (Turkish Commercial Code Art. 23/1-c): if a defect is obvious at delivery, the buyer must notify the seller within two days. If not, the buyer must examine or have the goods examined within eight days of delivery and give notice within that period if a defect is found.
- Consequence: without timely notice the buyer is deemed to have accepted the goods and, as a rule, loses the remedies of withdrawal, price reduction, repair or replacement. This consequence is generally not applied where the seller acted with gross fault or concealed the defect.
- Form: the prevailing view is that notice of defects requires no particular form. For evidence, however, a notary, registered mail with return receipt, telegram or e-mail with a secure electronic signature (Commercial Code Art. 18/3) is safest; Court of Cassation decisions are not entirely uniform on this point.
Rights are most often lost because the defect was reported only by phone, the goods were put into use before the whole consignment was inspected, or the eight days were counted from the invoice date rather than delivery. You can check the last day with our Turkish deadline calculator; the judicial recess does not apply to these periods, so choose “Judicial recess does not apply”.
The English law perspective: acceptance and reasonable time
English law has no fixed number of days. Under the Sale of Goods Act 1979 s.35, a buyer is deemed to have accepted the goods if they say so, do an act inconsistent with the seller’s ownership after having had a reasonable opportunity to examine them, or keep them beyond a reasonable time without rejecting them. Acceptance ends the right to reject, but not the right to damages. A reasonable time includes the time needed to examine the goods.
- Bernstein v Pamson Motors (Golders Green) Ltd [1987] 2 All ER 220: the buyer of a new car driven for three weeks and 140 miles was held to have accepted it despite an engine failure. The decision is widely regarded as overtaken following the 1994 amendments to the Act.
- Clegg v Andersson [2003] EWCA Civ 320: the Court of Appeal held that time spent waiting for the seller’s information about a remedy counts in assessing a reasonable time; three weeks after receiving the information was reasonable.
- Truk (UK) Ltd v Tokmakidis GmbH (2000): where goods were bought for resale, a reasonable time included the time to resell and for the sub-buyer to try the goods; the commercial buyer could reject more than a year after the sale.
- J & H Ritchie Ltd v Lloyd Ltd [2007] UKHL 9: the House of Lords held that a buyer who agreed to the inspection and repair of a defective machine had not thereby given up the right to reject, and that the seller had to disclose the nature of the defect.
The comparison: Turkish commercial law prioritises speed and certainty with fixed two- and eight-day periods, while English law’s “reasonable time” looks at the nature of the goods, any resale purpose and the parties’ correspondence. The Majalla’s consent-based approach survives in both.
Examples from international arbitration
In international sales, the CISG requires the buyer to examine the goods within as short a period as practicable (Art. 38) and to give notice within a reasonable time after discovering, or when it ought to have discovered, the non-conformity, and in any event within two years of delivery (Art. 39). A seller who knew or could not have been unaware of the non-conformity cannot rely on these rules (Art. 40).
- ICC Case No. 5713 (1989): notice given eight days after the expert report was held to be within a reasonable time, and the seller, who could not have been unaware of the defect, could not rely on the notice requirements under Art. 40.
- ICC Case No. 11333 (2002): the tribunal stressed that for defects that are not apparent, the two-year period in Art. 39(2) is an absolute cut-off that must not be confused with domestic limitation periods. On the facts, the seller was found to have known of the defect, releasing the buyer from Arts. 38–39 under Art. 40.
Frequently asked questions
Do the eight days run from the invoice or from delivery? Under Commercial Code Art. 23/1-c, from delivery. Keep delivery notes and receipts showing the delivery date.
What if the defect could not be found within eight days? Hidden defects that ordinary inspection would not reveal must be notified without delay once discovered. The claim depends on being able to explain why inspection did not reveal the defect.
Can the contract set a longer period? Yes. The parties may agree different inspection and notice periods and procedures. In international sales, a contractual guarantee period can also affect the two-year period under the CISG.
General information only; not legal advice. When periods start and what follows from missing them depend on the contract and the facts. Sources: Majalla Arts. 336–337 and rules on options; Turkish Code of Obligations Art. 223; Turkish Commercial Code Arts. 18/3, 23/1-c; Sale of Goods Act 1979 s.35; Bernstein v Pamson Motors (Golders Green) Ltd [1987] 2 All ER 220; Clegg v Andersson [2003] EWCA Civ 320; Truk (UK) Ltd v Tokmakidis GmbH (2000); J & H Ritchie Ltd v Lloyd Ltd [2007] UKHL 9; CISG Arts. 38–40; ICC Case Nos. 5713 (1989) and 11333 (2002), as summarised in Unilex and the Pace CISG database.