Turkish Code of Obligations

PART ONE General Provisions

CHAPTER ONE Sources of Debt Relationship
FIRST DISCRIMINATION

Contractual Obligation Relationships

1. Establishment of the contract
2. Explanation of will
3. In general

ARTICLE 1 – The contract is established by the parties expressing their will mutually and in accordance with each other.

The expression of will may be express or implied.

2. Secondary points

ARTICLE 2 – If the parties agree on the essential points of the contract, the contract is deemed to be established even if the secondary points are not considered.

If there is no agreement on the second degree points, the judge decides on the dispute by considering the nature of the case.

The provisions regarding the form of contracts are reserved.

1. Proposal and acceptance
2. Timely suggestion

ARTICLE 3 – The person proposing a contract by determining a period for acceptance is bound by his proposal until the expiration of this period.

If the acceptance does not reach him within this period, the proposer is freed from the commitment with his proposal.

2. Unlimited recommendation
3. Among those who are ready

ARTICLE 4 – If a proposal made to a person who is present without specifying a time for acceptance is not accepted immediately, the proposer is released from commitment with his proposal.

A suggestion made during direct communication via means that can provide communication, such as a telephone or computer, is deemed to have been made among those present.

1. Among those who are not ready

ARTICLE 5 – A proposal made to a person who is not present without specifying a time limit for acceptance is binding on the proposer until a timely and duly sent response can be expected to arrive.

The proposer may consider his proposal to have been delivered on time.

If the timely acceptance reaches the proposer late and the proposer does not wish to be bound by it, he must immediately notify the acceptor.

3. Implicit acceptance

ARTICLE 6 – If the proposer is not obliged to wait for an explicit acceptance due to the law, the nature of the work or the situation, the contract is deemed to be established if the proposal is not rejected within a reasonable period of time.

4. Sending something that was not ordered

ARTICLE 7 – Sending something that was not ordered is not considered an offer. The person who receives this thing is not obliged to send it back or keep it.

5. Non-binding proposal and public proposal

ARTICLE 8 – If the proposer clearly states that he reserves the right not to be bound by his proposal, or if it is understood that he does not intend to be bound by the nature of the work or the requirements of the situation, his proposal will not bind him.

Displaying the goods by showing the price or sending a tariff, price list or the like is considered an offer unless it is clearly and easily understood otherwise.

6. Promising rewards through advertisements

ARTICLE 9 – A person who announces that he will give a reward in return for the realization of a result is obliged to keep his promise.

If the person who promised the reward breaks his promise before the outcome occurs or prevents the outcome from occurring, he is obliged to pay the expenses incurred in accordance with the rules of honesty. However, the total amount of expenses to be paid to one or more persons cannot exceed the value of the reward.

If the person promising the reward proves that those who demand payment of the expenses will not be able to achieve the expected result, he is exempted from the obligation to pay the expenses.

7. Withdrawal of proposal and acceptance

ARTICLE 10 – If the revocation statement reaches the other party before or at the same time as the proposal, or reaches the other party later but is learned of before the proposal, the proposal is deemed not to have been made.

This rule also applies to withdrawal of acceptance.

III. The moment of effect of the contract between those who are not present

ARTICLE 11 – Contracts made between those who are not present become effective from the moment the acceptance is sent.

In cases where an explicit acceptance is not required, the contract takes effect from the moment the offer is received.

1. Form of contracts
2. General rule

ARTICLE 12 – The validity of contracts does not depend on any form, unless otherwise provided by law.

The form prescribed for contracts in the law is, as a rule, the form of validity. Contracts established without complying with the prescribed form are not valid.

1. Written form
2. Legal form
3. Scope

ARTICLE 13 – In the amendment of a contract that is required to be made in written form by law, it is mandatory to comply with the written form. However, complementary provisions that do not conflict with the contract text are exempt from this rule.

This rule also applies to forms of validity other than written form.

1. Elements

ARTICLE 14 – Contracts that are intended to be made in written form must include the signatures of the parties incurring the debt.

Unless otherwise provided by law, a signed letter, a telegram whose originals are signed by the debtor, texts that can be sent and stored by fax or similar means of communication or with a secure electronic signature, provided that they are confirmed, also qualify as written form.

1. Signature

ARTICLE 15 – The signature must be in the handwriting of the person incurring the debt. A secure electronic signature also has all the legal consequences of a handwritten signature.

Signing with a means other than handwriting is considered sufficient only in cases where it is accepted by custom and tradition, and especially when signing valuable documents that are issued in large numbers.

(Amended paragraph: 13/2/2011-6111/213 art.) If requested by visually impaired persons, a witness is required for their signature. Otherwise, it is sufficient for visually impaired persons to sign their documents in handwriting.

1. Signature substitutes

ARTICLE 16 – Those who cannot sign may use a fingerprint, a hand-made mark or a seal instead of a signature, provided that it is duly approved.

The provisions regarding bills of exchange are reserved.

2. Voluntary form

ARTICLE 17 – If the parties have agreed that a contract, which is not formalized in the law, will be made in a certain way, the contract that is not made in the specified manner will not bind the parties.

If the written form is agreed upon without any specification, the provisions regarding the legal written form shall apply.

1. Debt recognition

ARTICLE 18 – Debt recognition is valid even if it does not include the reason for the debt.

1. Interpretation of contracts, collusive transactions

ARTICLE 19 – In determining and interpreting the type and content of a contract, the true and common will of the parties shall be taken as basis, regardless of the words used by the parties by mistake or to conceal their real purposes.

The debtor cannot defend against a third party who has acquired the receivable by relying on a written acknowledgement of debt that this transaction was a fabrication.

1. General terms and conditions
2. In general

ARTICLE 20 – General transaction conditions are contract provisions that the drafter prepares in advance and presents to the other party in order to use them in many similar contracts in the future. The inclusion of these conditions in the contract text or in an annex, its scope, type of writing and form are not important in characterization.

The fact that the texts of contracts drawn up for the same purpose are not identical does not prevent the provisions contained in these contracts from being considered general terms and conditions.

The mere fact that each of these conditions has been discussed and accepted in a contract containing general transaction conditions or in a separate contract does not, by itself, prevent them from being general transaction conditions.

The provisions regarding general transaction conditions also apply to contracts prepared by individuals and organizations that provide services with the permission granted by law or authorized authorities, regardless of their nature.

1. Scope
2. Considered unwritten

ARTICLE 21 – The inclusion of general transaction conditions that are contrary to the interests of the other party within the scope of the contract depends on the fact that the drawer clearly informs the other party about the existence of these conditions and provides the opportunity to learn their content during the conclusion of the contract, and the other party accepts these conditions. Otherwise, the general transaction conditions are deemed not to have been written.

General transaction conditions that are foreign to the nature of the contract and the specifics of the work are also deemed unwritten.

2. Effect of being deemed not to have been written on the contract

ARTICLE 22 – The provisions of the contract other than the general transaction conditions deemed unwritten remain valid. In this case, the drawer cannot claim that he would not have made the contract with the other provisions if the conditions deemed unwritten had not existed.

III. Interpretation

ARTICLE 23 – If a provision in the general terms and conditions is not clear and understandable or has more than one meaning, it will be interpreted against the issuer and in favor of the other party.

1. Prohibition of change

ARTICLE 24 – Any clauses in a contract containing general terms and conditions or in a separate contract that authorize the drawer to unilaterally change a provision of the contract containing general terms and conditions or to introduce a new regulation against the other party shall be deemed to be unwritten.

1. Content control

ARTICLE 25 – Provisions that are against the general transaction conditions and rules of good faith, or that aggravate the situation of the other party, cannot be included.

1. Contents of the contract
2. Freedom of contract

ARTICLE 26 – Parties may freely determine the content of a contract within the limits stipulated by law.

1. Absolute invalidity

ARTICLE 27 – Contracts that are contrary to the mandatory provisions of the law, morality, public order, personal rights or whose subject matter is impossible are absolutely null and void.

The invalidity of some of the provisions contained in the contract does not affect the validity of the others. However, if it is clearly understood that the contract would not be made without these provisions, the entire contract is definitely invalid.

III. Over-exploitation

ARTICLE 28 – If there is a clear disproportion between the mutual obligations in a contract, and this disproportion is achieved by taking advantage of the injured party’s difficult situation or his recklessness or inexperience, the injured party may, depending on the nature of the situation, either inform the other party that he is not bound by the contract and request the return of his obligation or request that the disproportion between the obligations be eliminated by remaining bound by the contract.

The injured party may exercise this right within one year from the date on which he learned of his recklessness or inexperience, or, in the event of a difficult situation, within five years from the date on which the situation was resolved, and in any case, within five years from the date on which the contract was established.

1. Preliminary Agreement

ARTICLE 29 – Agreements regarding the establishment of a contract in the future are valid.

Except for the exceptions provided for by law, the validity of the preliminary contract depends on the form of the contract to be established in the future.

1. Volitional disorders
2. Mistake
3. Rulings on error

ARTICLE 30 – The party that makes a fundamental mistake when forming a contract shall not be bound by the contract.

2. Cases of error
3. Error in explanation

ARTICLE 31- In particular, the following cases of error are fundamental:

1. If the mistaken party has expressed his will for a contract other than the one he wanted to be established.
2. If the mistaken one has expressed his will for a matter other than what he wanted.
3. If the mistaken party disclosed his intention to conclude a contract to someone other than the person with whom he actually intended to conclude the contract.
4. If the mistaken party expressed his will for another person, although he had considered a person with certain qualifications when making the contract.
5. If the wrongdoer has expressed his will for an act that is significantly greater than what he actually wanted to undertake, or for a counter-act that is significantly less than what he actually wanted.

Simple calculation errors do not affect the validity of the contract; they are simply corrected.

1. Mistake in motive

ARTICLE 32- Mistake in motive is not considered a fundamental mistake. If the person in error considers the motive in which he is mistaken as the basis of the contract and this is in accordance with the rules of honesty valid in business relations, the mistake is considered fundamental. However, this situation must be known by the other party.

1. Error in transmission

ARTICLE 33 – The provisions on error shall also apply if the will to establish the contract is conveyed incorrectly by an intermediary or instrument such as a messenger or translator.

3. Rules of honesty in error

ARTICLE 34- The person who is mistaken cannot claim that he was mistaken, contrary to the rules of honesty.

In particular, if the other party declares that he/she consents to the conclusion of the contract in the sense intended by the wrongdoer, the contract is deemed to be concluded in this sense.

4. Fault in error

ARTICLE 35- If the party in error is at fault for the mistake, he is obliged to compensate for the damages arising from the invalidity of the contract. However, if the other party knew or should have known about the mistake, compensation cannot be claimed.

In cases where equity requires, the judge may award more compensation, provided that it does not exceed the benefit expected from the performance.

1. Deception

ARTICLE 36 – If one of the parties has made a contract as a result of the deception of the other party, he is not bound by the contract, even if his mistake is not fundamental.

A party who enters into a contract as a result of deception by a third party is not bound by the contract if the other party knew or was in a position to know of the deception at the time the contract was made.

III. Intimidation

1. Provision

ARTICLE 37 – If one of the parties has made a contract as a result of the intimidation of the other or a third person, he is not bound by the contract.

If the intimidator is a third party and the other party does not know or is not in a position to know about the intimidation, the intimidated party who does not want to be bound by the contract is liable to pay compensation to the other party if equity requires it.

2. Conditions

ARTICLE 38 – If the person being intimidated is justified in believing that there is a serious and imminent danger of harm to his/her personal rights or property or to one of his/her relatives due to the situation he/she is in, the intimidation is deemed to have taken place.

When a contract is made under threat of exercising a right or a legal authority, the existence of intimidation is accepted if the party who declares that he will exercise this right or authority has gained an excessive benefit from the other party being in a difficult situation.

1. Elimination of the disorder of will

ARTICLE 39 – If the party who makes a contract due to mistake or deception or as a result of intimidation does not declare that he is not bound by the contract or does not demand the thing given back within one year from the moment he learns of the mistake or deception or from the moment the effect of intimidation has disappeared, he is deemed to have ratified the contract.

The fact that a contract that is not binding due to deception or intimidation is deemed to have been confirmed does not eliminate the right to compensation.

1. Representation
2. Authorized representation
3. In general
4. The rule of representation

ARTICLE 40 – The results of a legal transaction made by an authorized representative on behalf of and on behalf of another person are directly binding on the person represented.

If the representative does not declare this status while performing the legal transaction, the consequences of the legal transaction belong to him. However, if the other party infers or should infer the existence of an agency relationship from the situation, or if the legal transaction is performed by either the representative or the principal, the consequences of the legal transaction belong directly to the principal.

In other cases, the provisions regarding the transfer of receivables or assumption of debt apply.

1. Content and degree of representative authority

ARTICLE 41 – If representation on behalf of and on behalf of another person arises from public law, the content and degree of the representative authority are determined according to the legal provisions on this matter; if representation arises from a legal transaction, the content and degree of the representative authority are determined according to that legal transaction.

If the representative authority is notified to third parties, the content and degree of the representative authority are determined according to this notification.

2. Authority arising from legal action
3. Limitation and revocation of authority

ARTICLE 42 – The represented party may at any time limit or revoke the authority to represent arising from a legal transaction. However, rights that may arise from legal relationships such as service, agency or partnership agreements between the parties are reserved.

The person represented cannot waive this right in advance.

If the principal has notified third parties of the authorization he has given, either explicitly or implicitly, he cannot claim against bona fide third parties that the authorization has been revoked, unless he notifies them that he has revoked this authorization in whole or in part.

1. Death, incapacity and other situations

ARTICLE 43 – The authority to represent arising from a legal transaction ends in the event of the death, declaration of absence, loss of legal capacity or bankruptcy of the principal or representative, unless otherwise agreed upon by the parties or unless it is evident from the nature of the transaction.

This provision also applies in the event of termination of a legal entity.

The parties’ mutual personal rights are reserved.

1. Return of authorization certificate

ARTICLE 44 – If a certificate of authority has been given to the representative, in the event of the termination of the authority, the representative is obliged to return this certificate to the principal or leave it at a place determined by the judge.

If the principal or his/her successors fail to do what is necessary for the representative to return the document, they are liable to compensate for the damages suffered by bona fide third parties.

1. It cannot be claimed that the authority has expired.

ARTICLE 45 – Unless the representative is aware that his authority has expired, the principal or his successors are bound by the consequences of the legal transactions carried out by the representative.

This rule does not apply in cases where third parties are aware that the authorization has expired.

1. Unauthorized representation
2. In case of ratification

ARTICLE 46 – If a person carries out a legal transaction as a representative without having the authority to do so, this transaction will bind the principal only if he approves it.

The other party with whom the unauthorized representative has a transaction may request the principal to notify him within a reasonable period of time whether he will approve the legal transaction. If the transaction is not approved within this period, the other party is relieved from being bound by the transaction.

2. In case of non-approval

ARTICLE 47 – If the principal does not approve a legal transaction, explicitly or implicitly, compensation for damages arising from the invalidity of this transaction may be requested from the unauthorized representative. However, if the unauthorized representative proves that the other party knew or should have known that he was unauthorized at the time the transaction was made, compensation for damages cannot be requested from him.

If equity requires, other damages may also be claimed from the faulty unauthorized representative.

Rights arising from unjust enrichment are reserved.

III. Reserved provisions

ARTICLE 48 – Provisions regarding the authority of partnership representatives, their bodies and commercial agents are reserved.

SECOND DIFFERENCE

Debt Relationships Arising from Torts

1. Responsibility
2. In general

ARTICLE 49 – A person who harms another person through a faulty and unlawful act is obliged to compensate for this damage.

Even if there is no legal rule prohibiting harmful acts, a person who intentionally harms another person by an immoral act is also obliged to compensate for this damage.

1. Proof of damage and fault

ARTICLE 50 – The injured party has the burden of proving the damage and the fault of the person causing the damage.

If the amount of damage suffered cannot be proven exactly, the judge determines the amount of damage in accordance with equity, taking into account the ordinary course of events and the precautions taken by the injured party.

III. Compensation

1. Determination

ARTICLE 51 – The judge determines the scope of compensation and the method of payment, taking into account the requirements of the situation and especially the severity of the fault.

If compensation is decided to be paid in the form of revenue, the debtor is obliged to provide security.

2. Downloading

ARTICLE 52 – If the injured party has consented to the act that caused the damage, or has been effective in causing or increasing the damage, or has aggravated the situation of the person liable for compensation, the judge may reduce the compensation or abolish it completely.

The person liable to pay compensation, whose slight fault caused the damage, will fall into poverty when he pays the compensation, and if equity requires it, the judge may reduce the compensation.

1. Special cases
2. Death and bodily harm
3. Death

ARTICLE 53 – Damages suffered in case of death are particularly as follows:

1. Funeral expenses.
2. If death does not occur immediately, treatment expenses and losses arising from loss or reduction of working capacity.
3. Losses suffered by persons deprived of the support of the deceased.

1. Bodily harm

ARTICLE 54 – Bodily damages are particularly as follows:

1. Treatment expenses.
2. Loss of earnings.
3. Losses resulting from reduction or loss of working capacity.
4. Losses arising from the disruption of the economic future.

1. Determination

ARTICLE 55- Loss of support and bodily injuries are calculated in accordance with the provisions of this Law and the principles of liability law. Social security payments that cannot be recoursed in whole or in part and payments that do not serve the purpose of performance cannot be taken into consideration in determining such damages and cannot be deducted from the damages or compensation. The calculated compensation cannot be increased or decreased on the basis of the amount and cannot be increased or decreased on the basis of equity.

The provisions of this Law shall also apply to claims and lawsuits regarding damages related to the partial or complete loss of physical integrity or death of a person caused by all kinds of administrative actions and transactions and other reasons for which the administration is responsible.

1. Non-pecuniary damages

ARTICLE 56 – In the event that a person’s physical integrity is damaged, the judge may decide to pay an appropriate amount of money to the injured party as moral compensation, taking into account the characteristics of the incident.

In the event of serious bodily harm or death, a decision may be made to pay an appropriate amount of money as non-pecuniary damages to the relatives of the injured or deceased.

2. Unfair competition

ARTICLE 57 – A person who has a decrease in the number of customers or is in danger of losing them due to the dissemination of false news or the making of such advertisements or other behaviors contrary to the rules of honesty may request that these behaviors be stopped and, in the event of a fault, compensation for his/her damages.

The provisions of the Turkish Commercial Code regarding unfair competition in commercial transactions are reserved.

3. Infringement of personal rights

ARTICLE 58 – A person who suffers damage as a result of the violation of his/her personal rights may request payment of a sum of money under the name of moral compensation for the moral damage he/she has suffered.

Instead of paying this compensation, the judge may decide on another form of compensation or may add it to this compensation; he may issue a decision specifically condemning the attack and order the publication of this decision.

4. Temporary loss of discernment

ARTICLE 59 – A person who temporarily loses the power of discernment is responsible for compensating for the damages he caused during this time. However, if he proves that he was not at fault for losing the power of discernment, he is exempt from liability.

1. Multiplicity of reasons for liability
2. Competition of reasons

ARTICLE 60- If a person’s liability can be based on more than one reason, the judge decides on the reason of liability that provides the best compensation to the injured party, unless the injured party requests otherwise or the law provides otherwise.

2. Joint and several liability
3. In external relations

ARTICLE 61 – If more than one person causes damage together or is responsible for the same damage for various reasons, the provisions regarding joint liability shall apply to them.

1. In internal relations

ARTICLE 62 – In distributing compensation among joint and several debtors responsible for the same damage, all circumstances and conditions, especially the severity of the fault that can be attributed to each of them and the intensity of the danger they create, are taken into account.

A person who pays more than his/her share of the compensation has the right of recourse against other jointly and severally liable parties for this excess payment and becomes a successor to the rights of the injured party.

1. Circumstances that eliminate unlawfulness
2. In general

ARTICLE 63 – An act based on the authority granted by law and within the limits of this authority is not considered unlawful, even if it causes damage.

The act is not considered unlawful in cases where the consent of the injured party is a superior private or public interest, the behaviour of the person causing the damage is of a justified defence, the person is protecting his rights with his own power if the competent public authorities cannot intervene in a timely manner, or in cases of necessity.

2. Responsibility

ARTICLE 64 – A person who is in justified defence cannot be held responsible for the damage he causes to the person or property of the attacker.

The judge determines the liability of a person who damages another person’s property in order to protect himself or another person from a clear or imminent danger of harm to compensate for this damage according to equity.

If a person who has to protect his/her right with his/her own power is unable to provide the assistance of the law enforcement authorities in a timely manner, depending on the situation and conditions, and there is no other way to prevent the loss of his/her right or its use becoming significantly more difficult, he/she cannot be held responsible for the damage he/she has caused.

1. Strict liability
2. Responsibility for equity

ARTICLE 65 – If equity requires it, the judge decides to compensate in whole or in part the damage caused by a person who lacks the power of discernment.

1. Responsibility of due care
2. Responsibility of the employer

ARTICLE 66 – The employer is obliged to compensate for the damage caused to others by the employee during the performance of the work assigned to him.

If the employer proves that he took the necessary care to prevent damage when selecting his employee, giving instructions regarding his work, and supervising and inspecting him, he will not be liable.

The person who employs people in a business is liable to compensate for the damage caused by the activities of that business, unless he proves that the working order of the business is suitable to prevent the damage.

The employer has the right to recourse against the employee who caused the damage for the compensation he paid, only to the extent that the employee is personally responsible.

2. Responsibility of the person who keeps animals
3. Liability for reparations

ARTICLE 67 – A person who takes on the care and management of an animal, whether permanently or temporarily, is obliged to repair any damage caused by the animal.

If the owner of the animal proves that he/she took the necessary care to prevent this damage from occurring. shall not be held responsible.

If the animal is frightened by someone else or an animal belonging to someone else, the person who owns the animal reserves the right to recourse against these people.

1. Right to detention

ARTICLE 68 – If a person’s animal causes damage to someone else’s real estate, the possessor of the real estate may capture that animal and detain it until the damage is repaired; if the situation and conditions justify it, he may even neutralize the animal by other means.

In this case, the owner of the real estate must immediately inform the owner of the animal and, if he does not know the owner, take the necessary steps to find him.

3. Responsibility of the building owner
4. Liability for reparations

ARTICLE 69 – The owner of a building or other construction works is obliged to repair the damage caused by defects in their construction or deficiencies in their maintenance.

Owners of usufruct and occupancy rights are jointly and severally liable with the owner for damages arising from deficiencies in the maintenance of the building.

The responsible parties reserve the right to recourse against other persons who are responsible to them for these reasons.

1. Preventing the risk of harm

ARTICLE 70 – A person who is in danger of being harmed by a building or other construction works belonging to someone else may request the rights holders to take the necessary measures to eliminate this danger.

The rules of public law regarding the protection of persons and property are reserved.

III. Risk liability and compensation

ARTICLE 71 – If damage occurs as a result of the activities of a business that poses a significant risk, the business owner and the operator, if any, are jointly and severally liable for this damage.

If it is concluded that a business is likely to cause frequent or serious damages, even if all the care expected of a specialist is exercised, considering its nature or the materials, tools or forces used in the activity, it is considered to be a business that poses significant danger. In particular, if a special risk liability is foreseen for businesses that pose similar dangers in any law, this business is also considered to be a business that poses significant danger.

Special liability provisions for a specific risk situation are reserved.

Even if the legal system permits such activities of a business that poses a significant risk, those who suffer losses may request that the losses caused by the activities of this business be compensated with an appropriate amount.

1. Statute of Limitations

Rule I

ARTICLE 72 – The claim for compensation becomes time-barred after two years from the date on which the injured party learns of the damage and the person liable for compensation, and in any case after ten years from the date on which the act was committed. However, if the compensation arises from an act requiring a penalty for which the criminal laws provide for a longer period of limitation, this period of limitation shall apply.

If a debt has arisen in respect of the injured party due to a tort, the injured party may always refrain from fulfilling this debt, even if the claim for compensation arising from the tort is time-barred.

1. Request for recourse

ARTICLE 73 – The recourse claim becomes time-barred after two years have passed from the date on which the full compensation has been paid and the person jointly liable has been discovered, and in any case after ten years have passed from the date on which the full compensation has been paid.

The person from whom compensation is requested must notify the persons with whom he/she is jointly responsible. Otherwise, the statute of limitations begins to run on the date on which such notification can be made in accordance with the rules of honesty.

1. Trial
2. In relation to criminal law

ARTICLE 74 – When deciding whether the person causing the damage is at fault or has the ability to distinguish, the judge is not bound by the provisions of criminal law regarding liability, nor is he bound by the decision of acquittal given by the criminal judge.

Likewise, the decision of the criminal judge regarding the assessment of fault and determination of damages is not binding on the civil judge.

1. Change of compensation provision

ARTICLE 75 – If the scope of the bodily harm cannot be determined precisely at the time of making the decision, the judge may reserve the authority to change the compensation award within two years from the date the decision becomes final.

III. Interim payments

ARTICLE 76 – If the injured party presents convincing evidence showing the legitimacy of his claim and his economic situation requires it, the judge may, upon request, decide that the defendant make an interim payment to the injured party.

The interim payments made by the defendant are offset against the compensation awarded; if compensation is not awarded, the judge decides that the plaintiff must return the interim payments received, together with legal interest.

THIRD SECTION

Debt Relationships Arising from Unjust Enrichment

1. Conditions
2. In general

ARTICLE 77- Without a justified reason, the property or labor of another person. Those who become rich are obliged to give back this enrichment.

This obligation arises particularly if the enrichment is based on a cause that is not valid or has not occurred or has ceased.

1. Performance of non-obligatory obligation

ARTICLE 78 – A person who voluntarily performs a deed for which he is not obligated may only demand it back if he proves that he performed it assuming that he was indebted.

Enrichment resulting from the performance of a time-barred debt or the fulfillment of a moral duty cannot be claimed back.

Other legal provisions regarding the reclaiming of a paid performance even though there is no debt are reserved.

1. Scope of return
2. The obligation of the enriched

ARTICLE 79 – A person who has become unjustly enriched is obliged to return the remainder of the enrichment, other than the part that he can prove to have been lost when claiming it back.

If the enriched party disposes of the enrichment without good faith or if he should have taken into account that he might have to return it in the future when disposing of it, he is obliged to return the entire enrichment.

1. Right to claim expenses

ARTICLE 80 – If the person who has become rich has good intentions, he may demand the return of the necessary and useful expenses he has incurred from the person who requested the return.

If the enriched party is not in good faith, he may demand payment of his necessary expenses and useful expenses only for the increase in value existing at the time of repayment.

The one who becomes rich cannot demand payment of his other expenses, regardless of whether he is well-intentioned or not. However, if he is not offered anything in return, he can separate and take the additions that he combined with the thing and that can be separated without harm before returning it.

1. Non-refundability

ARTICLE 81- A thing given for the purpose of achieving an unlawful or immoral result cannot be demanded back. However, in the case filed, the judge may decide to appropriate this thing to the State.

1. Statute of Limitations

ARTICLE 82 – The right to claim arising from unjust enrichment becomes time-barred after two years have passed from the date on which the right holder learns of his right to claim back, and in any case after ten years have passed from the date on which the enrichment took place.

If the enrichment has occurred by the enriched party gaining a claim, the other party is always entitled to this claim, even if the claim has become time-barred. may avoid fulfilling his debt.

CHAPTER TWO

Provisions of the Debt Relationship

FIRST DISCRIMINATION

Fulfillment of Debts

1. In general
2. No obligation to perform personally

ARTICLE 83 – The debtor is not obliged to personally perform his debt unless the creditor has an interest in the performance of the debt by the debtor himself.

1. Subject of the performance
2. Partial performance

ARTICLE 84 – If the entire debt is clear and due, the creditor may refuse partial performance.

If the creditor accepts partial performance, the debtor cannot avoid performing the part of the debt acknowledged by him.

2. Indivisible debt

ARTICLE 85 – If an indivisible debt has more than one creditor, each creditor must pay the debt to all creditors. The debtor must perform his obligation to all creditors at once.

If an indivisible debt has more than one debtor, each of the debtors is obliged to fulfill the entire debt.

Unless the contrary is understood from the circumstances of the situation, the debtor who performs the performance becomes the successor of the creditor and can claim his receivables from the other debtors in proportion to their shares.

3. Type of debt

ARTICLE 86- In debts of various kinds, unless the contrary is understood from the legal relationship and the nature of the work, the choice of the performance belongs to the debtor. However, the performance to be chosen by the debtor cannot be of lesser quality than average.

4. Optional debt

ARTICLE 87 – In optional obligations, unless the contrary is evident from the legal relationship and the nature of the work, the choice of one of the obligations belongs to the debtor.

5. Interest

ARTICLE 88 – The annual interest rate to be applied to the interest payment debt is determined according to the provisions of the legislation in force on the date the interest debt arises, unless agreed upon in the contract.

The annual interest rate to be determined by the contract cannot exceed fifty percent of the annual interest rate determined in accordance with the first paragraph.

1. Place of performance

ARTICLE 89- The place of performance of the obligation is determined according to the express or implied will of the parties. Unless there is an agreement to the contrary, the following provisions shall apply;

1. Monetary debts are settled at the place of residence of the creditor at the time of payment,
2. Part debts, where the subject of the debt is located at the time the contract is established,
3. All debts other than these shall be incurred at the place of residence of the debtor at the time of their incurrence.

is performed.

If the performance of a debt that must be fulfilled at the place of residence of the creditor becomes significantly difficult due to the creditor changing his place of residence after the occurrence of the debt, the debt can be fulfilled at the previous place of residence of the creditor.

1. Time of performance
2. Unlimited debt

ARTICLE 90 – Unless the time of performance is agreed upon by the parties or unless it is understood from the nature of the legal relationship, every debt becomes due at the moment of its occurrence.

1. Debt subject to time
2. Maturity for the periods related to the month

ARTICLE 91- If the beginning or end of a month is determined for the performance of the debt, this means the first and last day of the month; if the middle of the month is determined, this means the fifteenth day of the month.

If only a month is specified for the performance of the debt without specifying the day, the last day of that month is taken into account.

2. Other maturity periods

ARTICLE 92 – If a debt or any obligation incumbent on one of the parties must be fulfilled within a certain period of time starting from the establishment of the contract, the time of fulfillment is determined as follows:

The period determined as 1st day shall expire on the last day of this period, without counting the day on which the contract is established. The period determined as eight or fifteen days shall not refer to one or two weeks, but to a full eight or fifteen days.

The period determined as 2 weeks shall expire on the last day of the week corresponding to the day the contract was established.

3. A period determined as a month or as a period consisting of more than one month such as a year, a half year or a quarter of a year shall expire on the day of the month corresponding to the day of the month on which the contract was established. If there is no day corresponding to the day in the last month, the period shall be deemed to have expired on the last day of that month.
4. A half-month is understood as a period of fifteen days. The day on which a period defined as one or more months and a half-month ends is determined by adding fifteen days to the last month.

These rules also apply in cases where the period begins to run at a time other than the conclusion of the contract.

The debtor is obliged to fulfill a debt that must be fulfilled within a certain period of time before the expiration of this period.

3. Holidays

ARTICLE 93 – If the time of performance or the last day of the period falls on a day accepted as a holiday by law, it automatically passes to the first day following this day which is not a holiday.

On the contrary, the agreement is valid.

III. Performance during business hours

ARTICLE 94 – Debts are fulfilled and accepted during customary business hours.

1. Extension of the period

ARTICLE 95- If the term is extended, the new term starts on the first day following the expiration of the previous term, unless otherwise agreed.

1. Early performance

ARTICLE 96 – Unless it is understood from the provisions or characteristics of the contract or the necessity of the situation that the parties intended otherwise, the debtor shall cease to perform his/her performance after the expiration of the term. However, unless required by law, contract or custom, the debtor cannot make a reduction due to early performance.

1. In contracts that impose mutual obligations
2. Order of expression

ARTICLE 97 – Mutual obligations The party requesting performance of a contract must have performed or offered to perform its obligation, unless it has the right to perform it later according to the terms and conditions of the contract.

2. Inability to perform

ARTICLE 98 – In a contract imposing mutual obligations, if the rights of the other party are in danger due to the inability of one of the parties to perform its obligations, especially its bankruptcy, or the inconclusiveness of the seizure proceedings against it, this party may refrain from performing its own obligation until the performance of the counter obligation is secured.

The party whose rights are in jeopardy may also withdraw from the contract if the requested assurance is not provided within a reasonable period of time.

1. Payment
2. With the country’s currency

ARTICLE 99 – Debts in question are paid in the currency of the country.

If it is agreed to make payment in a currency other than the national currency, the debt can be paid in the national currency at the current rate on the payment date, unless the contract includes payment in kind or an expression to this effect.

Unless the debt is determined in a currency other than the national currency and the contract includes payment in kind or an expression to that effect, if the debt is not paid on the due date, the creditor may request that the receivable be paid in kind or in the national currency at the current rate on the due date or the actual payment date.

1. Offset
2. Partial payment

ARTICLE 100- If the debtor is not late in paying the interest or expenses, he has the right to deduct the partial payment from the principal debt. No agreement can be made to the contrary.

If the creditor has taken out a surety, pledge or other security for a part of the receivable, the debtor does not have the right to offset the partial payment made against the part that is secured or has better security.

2. Multiple debts
3. According to the notification of the debtor and creditor

ARTICLE 101- A debtor who has more than one debt may notify the creditor which of these debts he wishes to pay on the due date.

If the debtor fails to notify, the payment made shall be deemed to have been made for the debt shown on the receipt by the creditor, unless he immediately objects to it.

1. According to the law

ARTICLE 102- If no legally valid explanation is made or there is no clarity in the receipt, the payment is deemed to have been made for the debt that is due. If more than one debt is due, the payment is deemed to have been made for the debt that is being pursued first against the debtor. If no pursuit is made, the payment is deemed to have been made for the debt that is due first.

If more than one debt is due at the same time, the offset is proportionate; if none of the debts are due, the payment is deemed to have been made for the debt with the least security.

III. Return of receipts and bills

1. The right of the debtor

ARTICLE 103- The debtor who has paid the debt may request a receipt and, if the debt has been paid in full, the return or cancellation of the related promissory note.

If the debt has not been paid in full or the promissory note grants other rights to the creditor, the debtor can only request that a receipt be given and that the payment be recorded on the promissory note.

2. Provisions

ARTICLE 104 – If a receipt is given by the creditor without any reservation for one of the periodic obligations such as interest or rent, the obligations of the previous periods are also deemed to have been fulfilled.

If the creditor has given a receipt for the entire principal, it is assumed that he has also received the interest.

If the promissory note is returned to the debtor, the debt is deemed to be terminated.

3. Failure to return the promissory note

ARTICLE 105 – If the creditor claims to have lost the promissory note, he must, upon the request of the debtor, provide him with an officially issued or duly approved document showing the cancellation of the promissory note and the termination of the debt, at the time of payment of the debt.

Provisions regarding the cancellation of negotiable instruments are reserved.

1. Default of the creditor
2. Conditions

ARTICLE 106 – If the creditor, to whom the act of making or giving is duly offered, refuses to accept it without a justified reason or to perform the preparatory acts that should be done by him in order for the debtor to be able to fulfill his obligation, he is in default.

If the creditor defaults against one of the joint and several debtors, he is also in default against the others.

1. Provisions
2. In acts related to the delivery of something
3. Right of deposit

ARTICLE 107- In case of default by the creditor, the debtor may be relieved of his debt by depositing the thing he wants to deliver, the damages and expenses of which shall be borne by the creditor.

The place of deposit is determined by the judge at the place of performance. However, commercial goods may be deposited in a warehouse without a judge’s decision.

1. Right to sell

ARTICLE 108 – If the nature of the thing that is the subject of the contract or the nature of the work does not make it suitable for delivery, or if the thing to be delivered is perishable, or if its maintenance, protection or delivery requires a significant expense, the debtor may, with the permission of the judge, have it sold by auction and deposit the price, provided that he gives prior notice to the creditor.

If the thing to be delivered is registered on the stock exchange or has a market price or its value is low in comparison to the expense to be incurred, the sale is not required to be made by auction, and the judge may allow the sale without requiring prior notice.

1. Withdrawal of the deposit

ARTICLE 109 – The debtor may take back the deposited thing unless the creditor has declared that he has accepted the deposited thing or the deposit has resulted in the elimination of a mortgage.

As soon as the deposited thing is taken back, the claim continues to exist with all its ancillary rights.

2. In other acts

ARTICLE 110 – If the subject of the debt does not require the delivery of anything, in the event of default by the creditor, the debtor may withdraw from the contract in accordance with the provisions regarding the default of the debtor.

1. Other impediments to performance

ARTICLE 111 – If the debt cannot be fulfilled to the creditor or his representative due to a delay in the ownership of the receivable or the identity of the creditor, or due to any other personal reason arising from the creditor, without the fault of the debtor, the debtor may exercise his right to surrender or to withdraw from the contract, as in the case of the creditor’s default.

SECOND DIFFERENCE

Consequences of Non-Performance of Obligations

1. Non-performance of debt
2. Expense debt
3. In general

ARTICLE 112 – If the obligation is not performed at all or properly, the debtor is obliged to compensate the creditor for the damages arising from this, unless he proves that no fault can be attributed to him.

2. In the obligations of doing and not doing

ARTICLE 113 – If the obligation to perform is not fulfilled by the debtor, the creditor may have the obligation performed by himself or by someone else, the expenses of which are borne by the debtor. may request permission to be granted; the right to request any kind of compensation is reserved.

The debtor who acts contrary to his obligation not to perform is obliged to compensate for the damage caused by this contrary behavior.

The creditor may also request that the situation that is contrary to the debt be eliminated or that he be authorized in this regard, with the expenses being borne by the debtor.

1. Scope of liability and reparation obligation
2. In general

ARTICLE 114- The debtor is generally liable for all kinds of faults. The scope of the debtor’s liability is determined according to the specific nature of the work. If the work does not provide a benefit specifically for the debtor, the liability is considered lighter.

The provisions regarding tort liability also apply to cases of breach of contract by analogy.

2. Non-liability agreement

ARTICLE 115 – Any prior agreement that the debtor will not be liable for gross negligence is absolutely null and void.

Any prior agreement between the debtor and the creditor stating that the debtor will not be liable for any debt arising from the service contract is absolutely null and void.

If a service, profession or art requiring expertise can only be performed with the permission granted by law or authorized bodies, the prior agreement that the debtor will not be liable for slight negligence is absolutely null and void.

3. Liability for the acts of assistants

ARTICLE 116 – Even if the debtor has lawfully entrusted the performance of the debt or the exercise of the right arising from a debt relationship to his assistants, such as the persons with whom he lives or those who work for him, he is still liable to compensate for the damages caused by them to the other party while they were carrying out the work.

Liability arising from the acts of assistants may be eliminated partially or completely by prior agreement.

If a service, profession or art requiring expertise can only be performed with the permission granted by law or authorized bodies, the agreement that the debtor will not be liable for the acts of assistants is absolutely null and void.

1. Default of the debtor
2. Conditions

ARTICLE 117- The debtor of a debt that is due shall go into default upon the notice of the creditor.

If the date on which the obligation will be fulfilled has been determined by one of the parties by giving proper notice based on a right reserved in the contract or determined jointly, the debtor is in default when this day passes; in tort, on the date the act is committed, and in unjust enrichment, on the date the enrichment occurs. However, in cases where the party who is unjustly enriched is in good faith, notification is a condition for default.

1. Provisions
2. In general
3. Delay compensation

ARTICLE 118 – Unless the debtor in default proves that he is not at fault for being in default, is liable to compensate the damage suffered by the creditor due to late performance of the debt.

1. Responsibility for unexpected events

ARTICLE 119 – The debtor who falls into default is liable for the damages that may arise due to the unexpected situation.

The debtor may be exempted from this liability by proving that he was not at fault for defaulting or that the unexpected situation would have damaged the thing subject to performance even if he had fulfilled his debt on time.

2. Default interest
3. In general

ARTICLE 120 – The annual default interest rate to be applied is determined according to the provisions of the legislation in force on the date the interest debt arises, unless agreed upon in the contract.

The annual default interest rate to be determined by the contract cannot exceed one hundred percent of the annual interest rate determined in accordance with the first paragraph.

If the contractual interest rate is agreed upon but the default interest is not agreed upon in the contract and the annual contractual interest rate is higher than the interest rate specified in the first paragraph, the contractual interest rate shall apply to the default interest rate.

1. Default interest on interest, revenues and donations

ARTICLE 121 – A debtor who is in default in paying his interest or revenue debt or a sum of money he has donated is liable to pay default interest starting from the day the enforcement proceedings are initiated or the lawsuit is filed.

Agreements made contrary to this shall be subject to penalty clauses.

Default interest cannot be charged separately to default interest.

3. Love is harmful

ARTICLE 122 – If the creditor suffers a loss exceeding the default interest, the debtor is obliged to compensate for this loss, unless he proves that he has no fault.

If the amount of damage exceeding the default interest can be determined in the ongoing case, the judge, upon the plaintiff’s request, shall also rule on the amount of this damage when deciding on the merits.

4. In contracts that impose mutual obligations
5. Granting of time

ARTICLE 123- In contracts imposing mutual obligations, if one of the parties is in default, the other party may grant an appropriate period for the performance of the obligation or may request the judge to grant an appropriate period.

1. Situations that do not require granting a time limit

ARTICLE 124- It is not necessary to grant a period of time in the following cases:

1. If it is clear from the debtor’s situation or attitude that granting time would be ineffective.
2. If the performance of the debt has become useless for the creditor as a result of the debtor’s default.
3. If it is understood from the contract that the performance will no longer be accepted if the obligation is not fulfilled at a certain time or within a certain period.

1. Elective rights

ARTICLE 125- In default If the debtor has not fulfilled his/her debt within the given period or if there is a situation that does not require granting a period of time, the creditor always has the right to demand the fulfillment of the debt and compensation for the delay.

The creditor may also request compensation for damages arising from non-performance of the debt or withdraw from the contract by immediately declaring that he/she waives the right to demand compensation for delay and performance of the debt.

In case of withdrawal from the contract, the parties are mutually relieved of their obligation to perform and can demand back the acts they have previously performed. In this case, the debtor is not at fault for defaulting If the creditor cannot prove it, he shall also be entitled to compensation for the damage he suffered due to the invalidity of the contract. may want.

1. In continuous performance contracts

ARTICLE 126 – In continuous performance contracts where the performance has started, in case of default by the debtor, the creditor may demand compensation for performance and delay, or may request the termination of the contract and compensation for the damages suffered due to the premature termination of the contract.

THIRD SECTION

The Effect of Debt Relationships on Third Parties

1. Succession to the creditor

ARTICLE 127 – A third party who performs the obligation to the creditor shall succeed to the rights of the creditor to the extent of his performance in the following cases:

1. If he releases from mortgage something that was pledged for another person’s debt and has ownership or other real rights over this thing.
2. If the debtor notifies the creditor before performance that the third person who performs the obligation will succeed him.

The provisions of the law regarding other cases of succession are reserved.

1. Undertaking the act of a third person

ARTICLE 128- A person who assumes responsibility for the act of a third person against another person is liable to compensate for the damage arising from the non-fulfillment of this act.

In an undertaking made for a certain period of time, it may be decided that the undertaker’s liability will end if no written request is made to the undertaker to perform his obligation by the end of the period.

1. Contract for the benefit of a third party
2. In general

ARTICLE 129 – If the person who makes a contract on his own behalf has included a performance obligation in the contract for the benefit of a third party, he may request that the performance be made to the third party.

Third party or successor to third party Those who are also able to demand the performance of the obligation if it is in accordance with the parties’ purpose or custom and tradition. In this case, after the third party or his successors notify the debtor that they want to use this right, the creditor cannot discharge the debtor and cannot change the nature and scope of the debt.

1. In liability insurance

ARTICLE 130 – If a person who employs someone else has insurance to secure his legal liability against the person he employs, the rights arising from the insurance belong directly to the employee.

However, the insurance compensation to be paid to the employee is deducted from the compensation to be paid in accordance with the general provisions.

The provisions of the law regarding other legal liability insurances are reserved.

CHAPTER THREE

Termination of Debts and Debt Relationships, Statute of Limitations

FIRST DISCRIMINATION

Conditions of Termination

1. Termination of rights and obligations related to the principal debt

ARTICLE 131- If the principal obligation is terminated due to performance or any other reason, the rights and obligations related to it, such as pledge, guarantee, interest and penalty clause, are also terminated.

If the right to demand the performance of accrued interest and penalty clause is reserved by the contract or by a notification to be made until the moment of performance, or if it is understood from the circumstances and conditions that it is reserved, these interests and penalty clauses may be requested.

Special provisions regarding real estate mortgages, negotiable instruments and composition are reserved.

1. Discharge

ARTICLE 132 – Even if the transaction that gave rise to the debt is bound to a certain form by law or by the parties, the debt can be eliminated completely or partially by a discharge agreement to be made by the parties regardless of the form.

1. Renewal
2. In general

ARTICLE 133- Termination of an existing debt with a new debt can only be possible with the express will of the parties in this direction.

Especially making an exchange commitment for an existing debt or a new note receivable or a new a surety bond The arrangement is not considered as a renewal unless the parties give their express will for renewal.

1. In current accounts

ARTICLE 134- The mere recording of various items in a current account does not mean that the debt has been renewed.

However, if the account is closed and the result of the account is accepted by the other party, the debt is renewed.

If there is a guarantee for one of the items, closing the account and accepting the result does not terminate the guarantee, unless otherwise agreed.

1. Merger

ARTICLE 135- The debt ends when the creditor and debtor titles are combined in the same person. However, if third parties have a pre-existing claim on the debt, their rights are not affected by the merger.

The merger is retroactive If it disappears, the debt continues to exist.

Special provisions regarding real estate mortgages and negotiable instruments are reserved.

1. Impossibility of performance
2. In general

ARTICLE 136- If the performance of the obligation becomes impossible due to reasons for which the debtor cannot be held responsible, the obligation is terminated.

In contracts imposing mutual obligations, the debtor who is relieved of the obligation due to impossibility is obliged to return the performance he received from the other party in accordance with the provisions of unjust enrichment and loses the right to demand the performance that has not yet been performed. Situations where the damage arising before the performance of the obligation is imposed on the creditor by law or contract are excluded from this provision.

If the debtor does not notify the creditor without delay that performance has become impossible and does not take the necessary measures to prevent the damage from increasing, he is liable to compensate for the damages arising from this.

1. Partial impossibility of performance

ARTICLE 137- If the performance of the obligation becomes partially impossible due to reasons for which the debtor cannot be held responsible, the debtor is only relieved of the part of his obligation that becomes impossible. However, if it is clearly understood by the parties that such a contract would not have been made if this partial impossibility of performance had been foreseen in advance, the entire obligation is terminated.

In contracts imposing mutual obligations, if the obligation of one party becomes partially impossible and the creditor consents to partial performance, the counter-obligation is also performed to that extent. If the creditor does not consent to such performance or if the counter-obligation is indivisible, the provisions of complete impossibility apply.

III. Extreme difficulty in performance

ARTICLE 138- If an extraordinary situation, which was not foreseen by the parties at the time of the contract and was not expected to be foreseen, occurs for a reason not caused by the debtor and changes the existing facts at the time of the contract to the detriment of the debtor to the extent that it would be against the rules of honesty to demand performance from him, and if the debtor has not yet performed his debt or has performed it by reserving his rights arising from the excessive difficulty of performance, the debtor has the right to request the judge to adapt the contract to the new conditions, or if this is not possible, to withdraw from the contract. In continuous performance contracts, the debtor, as a rule, uses the right of termination instead of the right of withdrawal. 

The provision of this article also applies to foreign currency debts.

1. Exchange
2. Conditions
3. In general

ARTICLE 139 – If two persons owe each other a sum of money or other identical obligations, each of them may exchange his receivable for his debt if both debts are due.

Even if one of the receivables is in dispute, an exchange can be put forward.

A time-barred claim can only be set off if it is not yet time-barred at the time it can be set off.

2. In case of bail

ARTICLE 140- As long as the principal debtor has the right to claim set-off, the guarantor may also refrain from making performance to the creditor.

3. In case of a contract for the benefit of a third party

ARTICLE 141- A person who becomes indebted for the benefit of a third party shall, with this debt, from the other side of the contract cannot exchange his receivables.

4. In case of bankruptcy of the debtor

ARTICLE 142- In case of bankruptcy of the debtor, the creditors shall collect their receivables together with the debts of the bankrupt, even if they are not due. they can swap.

1. Provisions

ARTICLE 143- Settlement can only take place when the debtor notifies the creditor of his will to settling. In this case, both debts are terminated for the lesser amount of the debt at the time they can be settling.

Special practices regarding current account-related trade are reserved.

III. Receivables that can be exchanged with the consent of the creditor

ARTICLE 144 – The following receivables can only be settled after the creation of the set-off rights: exchangeable with the consent of creditors:

1. Claims related to the return or price of deposited goods.
2. Wrongfully obtained or as a result of deception Claims for the return or price of detained goods.
3. Receivables such as alimony and workers’ wages, which are necessary for the maintenance of the debtor and his family and which must be paid directly to the creditor due to their special nature.

1. Waiver of exchange

ARTICLE 145- The debtor may waive his right of set-off in advance.

SECOND DIFFERENCE

Statute of Limitations

1. Periods
2. Ten-year statute of limitations

ARTICLE 146- Unless otherwise provided in the law, every receivable is subject to a statute of limitations of ten years.

1. Five-year statute of limitations

ARTICLE 147- A five-year statute of limitations applies to the following receivables:

1. Other periodic obligations such as rental fees, principal interest and wages.
2. Accommodation fees in places such as hotels, motels, guesthouses and holiday villages, and food and beverage fees in restaurants and similar places.
3. Receivables arising from small art works and small-scale retail sales.
4. In a partnership, receivables arising from the partnership agreement and between the partners and each other or between themselves and the partnership; between the managers, representatives, auditors of a partnership and the partnership or the partners.
5. Receivables arising from agency, commission and agency contracts, and brokerage contracts, excluding commercial brokerage fee receivables.
6. Claims arising from the work contract, except for the contractor’s gross negligence in not fulfilling his obligations or not fulfilling them properly.

III. Certainty of the periods

ARTICLE 148 – The limitation periods specified in this section cannot be changed by contract.

1. Beginning of the statute of limitations
2. In general

ARTICLE 149 – The statute of limitations begins to run when the receivable becomes due.

In cases where the maturity of the receivable depends on a notification, the statute of limitations begins to run from the day on which such notification can be made.

2. In periodic acts

ARTICLE 150 – In the case of income and similar periodic performances throughout life, the statute of limitations for the entire receivable begins to run on the day the first unfulfilled periodic performance becomes due.

If the entire receivable is time-barred, the unfulfilled periodic obligations are also time-barred.

1. Calculation of periods

ARTICLE 151- When calculating the periods, the day on which the limitation period begins is not counted and the limitation period only occurs when the last day of the period has passed without the right being exercised.

The provisions regarding the calculation of the periods of limitation for the performance of debts are also applied in calculating the periods of limitation.

1. Statute of limitations on dependent receivables

ARTICLE 152- When the principal receivable becomes time-barred, the interest and other receivables related to it also become time-barred. 

1. Suspension of the statute of limitations

ARTICLE 153- In the following cases, the statute of limitations does not start to run, or if it has already started, it stops:

1. For the receivables of children from their parents during the period of custody.
2. During the guardianship period, for the receivables of those under guardianship from the guardian or from the State due to guardianship proceedings.
3. For the receivables of each spouse from the other as long as the marriage continues.
4. For the receivables of domestic workers from their employers during the period of the employment relationship.
5. As long as the debtor has the right of usufruct over the receivable.
6. Unless there is a possibility to assert the claim in Turkish courts.
7. In the event that the creditor and debtor statuses merge in the same person, the merger is terminated retroactively in the future, for the period until this situation arises.

At the end of the day when the reasons stopping the limitation period cease to exist, the limitation period begins to run or continues its operation that had started before the suspension.

1. Interruption of the statute of limitations
2. Reasons

ARTICLE 154- The statute of limitations is interrupted in the following cases:

1. If the debtor has acknowledged the debt, especially if he has paid interest or made partial performance, or if he has given a pledge or nominated a guarantor.
2. If the creditor has applied to the court or arbitrator by way of lawsuit or defense, has initiated enforcement proceedings or has applied to the bankruptcy estate.

1. Effect on joint debtors

ARTICLE 155- When the statute of limitations is cut off against one of the solidary debtors or the debtors of an indivisible debt, it is cut off against the others as well.

When the statute of limitations is cut off against the principal debtor, it is also cut off against the guarantor.

When the statute of limitations is cut off against the guarantor, it is not cut off against the principal debtor.

III. Beginning of the new period

1. In case of debt being acknowledged or decided upon

ARTICLE 156- With the interruption of the statute of limitations, a new period begins to run.

If the debt is acknowledged with a promissory note or tied to a court or arbitration decision, the new period is always ten years.

2. In the actual state of the creditor

ARTICLE 157 – The statute of limitations interrupted by a lawsuit or a defense begins to run again after each action of the parties or each decision of the judge during the trial.

If the statute of limitations has been interrupted by enforcement proceedings, it starts to run again after each action related to the pursuit of the receivable.

If the statute of limitations has been interrupted due to filing for bankruptcy, it starts to run again as of the emergence of the possibility of reclaiming the receivable in accordance with the provisions regarding bankruptcy.

1. Additional period for rejection of the case

ARTICLE 158 – If the lawsuit or defense is rejected because the court has no jurisdiction or task, or because a mistake that can be corrected was made, or because it was filed prematurely, and the statute of limitations or limitation period has expired in the meantime, the creditor may exercise his rights within an additional period of sixty days.

1. Receivables secured by movable mortgage

ARTICLE 159 – The fact that the receivable is secured by a movable mortgage does not prevent the statute of limitations from running for this receivable; however, the creditor’s authority to collect his right from the mortgage continues.

1. Waiver of statute of limitations

ARTICLE 160- The statute of limitations cannot be waived in advance.

The waiver of one of the joint and several debtors cannot be claimed against the others.

The same provision applies if one of the debtors of an indivisible debt has waived it.

The principal debtor waiver cannot be asserted against the guarantor.

1. To be put forward

ARTICLE 161- Unless the statute of limitations is asserted, the judge cannot take it into consideration on his own initiative.

CHAPTER FOUR

Special Situations in Debt Relations

FIRST DISCRIMINATION

Sequence

1. Joint and several indebtedness
2. Birth

ARTICLE 162- If each of the debtors agrees to be liable for the entire debt to the creditor, joint and several debts arise.

If there is no such notification, joint and several obligations arise only in the cases stipulated by law.

1. Foreign relations
2. Provisions
3. Liability of debtors

ARTICLE 163 – The creditor may demand the performance of all or part of the debt, if he wishes, from all of the debtors or from only one of them.

The debtor’s liability continues until the debt is paid in full.

1. Defenses of the debtors

ARTICLE 164- A joint debtor may only raise defences and objections against the creditor that arise from the personal relations between him and the creditor or from the cause or subject of the joint debt.

If one of the joint and several debtors does not raise common defences and objections, he becomes liable to the others.

1. Individual behavior of debtors

ARTICLE 165- Unless otherwise determined by law or contract, a debtor cannot aggravate the situation of other debtors through his own behavior.

2. Termination of debt

ARTICLE 166- If one of the debtors terminates the debt in whole or in part through performance or exchange, he also relieves the other debtors from their debts to that extent.

If one of the debtors is released from the obligation without paying the debt to the creditor, the other debtors can benefit from this only to the extent that the situation or the nature of the debt allows.

The discharge agreement made by the creditor with one of the debtors relieves the other debtors from debt in proportion to the discharged debtor’s share in the debt in the internal relationship.

III. Internal relations

1. Share

ARTICLE 167- Unless otherwise agreed upon or unless it is evident from the nature of the legal relationship between the debtors, each of the debtors is liable to each other in equal shares for the performance made to the creditor.

A debtor who has paid more than his share has the right to demand the excess amount from the other debtors. In this case, the debtor can only take recourse against each debtor in proportion to his share.

The amount that cannot be collected from one of the debtors is equally liable to be undertaken by the other debtors.

2. Succession to the creditor

ARTICLE 168 – Each of the debtors who has the right of recourse to others shall succeed to the rights of the creditor in proportion to the amount he has paid. It is possible.

If a creditor improves the situation of one of the debtors at the expense of the others, he suffers the consequences.

1. Joint and several creditors

ARTICLE 169 – Joint creditorship arises in cases where the debtor grants each of the creditors the right to demand the entire amount of the debt or in cases determined by law.

The debtor is relieved of his obligations to all creditors by fulfilling his obligations to one of the creditors.

Unless he is notified that one of the creditors has applied for enforcement or to the court, the debtor may serve the debt on any of them.

Unless otherwise agreed upon or unless it is understood from the nature of the legal relationship between the creditors, each creditor has equal rights over the performance.

A creditor who has received more than his share is obliged to pay this excess to other creditors who have not received their share.

SECOND DIFFERENCE

Conditions

1. Suspensive condition
2. In general

ARTICLE 170 – If the validity of a contract is left to an unknown event, the contract is subject to a suspensive condition.

Unless otherwise agreed, delay A conditional contract becomes effective only from the moment the condition is fulfilled.

1. The situation while the condition is pending

ARTICLE 171- Until the condition is met, the debtor is obliged to avoid any behavior that would prevent the proper performance of the debt.

A creditor whose conditional right has been jeopardized may take the same measures that non-conditional creditors would take to protect their rights.

Dispositions made before the condition is fulfilled are invalid to the extent that they impair the provisions of the condition.

Benefits received until condition III is met

ARTICLE 172 – If the thing constituting the subject of the obligation is given to the creditor before the condition is fulfilled, the creditor becomes the owner of the benefits he received until the condition is fulfilled.

If the condition is not met, the creditor is obliged to return the benefits received.

1. Disruptive condition

ARTICLE 173 – A contract whose termination is left to an event that is not known in advance whether it will occur or not is bound by a terminating condition.

The provisions of a contract subject to a rescissory condition are terminated at the moment the condition is fulfilled.

Unless otherwise agreed upon or unless it is evident from the nature of the work, termination does not have retroactive effect.

1. Common provisions

Fulfillment of Condition I

ARTICLE 174 – If the condition is not a behavior that one of the parties must fulfill personally, in the event of the death of that party, his heir may take his place.

1. Obstruction contrary to the rules of integrity

ARTICLE 175- If one of the parties prevents the fulfillment of the condition in violation of the rules of honesty, the condition is deemed to have been fulfilled.

If one of the parties ensures the fulfillment of the condition in a manner contrary to the rules of honesty, the condition is deemed not to have been fulfilled.

III. Prohibited conditions

ARTICLE 176 – If a condition is imposed for the purpose of ensuring an unlawful or immoral act of doing or not doing, the legal transaction based on this condition is absolutely null and void.

THIRD SECTION

Connection Fee, Withdrawal Fee and Penalty Condition

1. Connection fee

ARTICLE 177- A sum of money given by a person when making a contract is deemed to have been given as evidence of the conclusion of the contract, not as a withdrawal fee.

Unless there is a contract or local custom to the contrary, the connection fee is deducted from the principal receivable.

1. Withdrawal fee

ARTICLE 178- If a withdrawal fee has been agreed upon, each party is deemed to be entitled to withdraw from the contract; in this case, if the person who gave the money withdraws, he/she keeps what he/she gave; if the person who received the money withdraws, he/she returns twice what he/she received.

1. Penalty clause
2. Rights of the creditor
3. Relation of penalty to performance of contract

ARTICLE 179 – If a penalty is agreed upon for non-performance or non-due performance of a contract, the creditor may demand either the performance of the debt or the penalty, unless the contrary is understood from the contract.

If the penalty is decided for the failure to perform the debt at the specified time or place, the creditor may demand the performance of the penalty along with the principal debt, unless the creditor has expressly waived his right or accepted the performance without reservation.

The debtor reserves the right to prove that he is authorized to terminate the contract by rescission or termination by fulfilling the agreed penalty.

2. The relationship between punishment and damage

ARTICLE 180- Even if the creditor has not suffered any damage, the penalty agreed upon must be fulfilled.

If the damage suffered by the creditor exceeds the agreed penalty amount, the creditor cannot claim the exceeding amount unless he proves that the debtor is at fault.

3. Burning of partial performance

ARTICLE 181- The provisions regarding the penalty clause also apply to contracts that stipulate that in the event of rescission, the part that has been performed will remain with the creditor.

Provisions regarding installment sales are reserved.

1. Amount of the penalty, its invalidity and reduction

ARTICLE 182 – The parties may freely determine the amount of the penalty.

If the principal obligation is invalid for any reason or has subsequently become impossible for a reason for which the debtor cannot be held responsible, unless otherwise agreed upon, the performance of the penalty cannot be requested. The invalidity of the penalty condition or its subsequent impossibility for a reason for which the debtor cannot be held responsible does not affect the validity of the principal obligation.

The judge may automatically reduce the penalty that he deems excessive.

CHAPTER FIVE

Changes of Parties in Debt Relationships

FIRST DISCRIMINATION

Transfer of Receivables

1. Conditions
2. Voluntary transfer
3. In general

ARTICLE 183- Unless prohibited by law, contract or the nature of the work, the creditor may transfer his receivables to a third party without seeking the consent of the debtor.

The debtor cannot raise the defence that the receivable cannot be transferred against a third party who has taken over the receivable by relying on a written debt acknowledgement that does not contain a prohibition on transfer.

2. Shape

ARTICLE 184- The validity of the transfer of receivables depends on it being made in written form.

The promise to transfer a claim is not dependent on form.

1. Legal or judicial transfer and its effect

ARTICLE 185 – If the transfer of the claim has been made in accordance with the law or a court decision, this transfer can be asserted against third parties without the need for a special form and without the prior creditor having to declare his consent.

1. Provisions of the transfer
2. Status of the debtor
3. Performance in good faith

ARTICLE 186- If the debtor has not been notified by the assignor or the assignee that the receivable has been transferred, he shall be relieved of his debt by making a good faith payment to the previous creditor; if the receivable has been transferred several times, to one of the previous assignees instead of the last assignee.

2. Refusal to perform and deposit

ARTICLE 187 – The debtor of a claim whose ownership is in dispute may refrain from performance and be relieved of the debt by depositing the subject of the claim to the place determined by the judge.

If the debtor performs the obligation despite knowing that the claim is contentious, he will be liable for the consequences that will arise from this.

If the dispute in question has not yet been concluded by the court and the debt is due, each party may force the debtor to deliver the obligation.

3. Defenses of the debtor

ARTICLE 188 – The debtor may also assert against the transferee the defences he had against the transferor at the time he learned of the transfer.

The debtor may exchange his receivable, which is not due at the time he learns of the transfer, for his debt, provided that it becomes due before or at the same time as the transferred receivable.

1. Transfer of priority rights and dependent rights

ARTICLE 189- With the transfer of the claim, priority rights and related rights, other than those specific to the personality of the transferor, also pass to the transferee.

The interest accrued together with the principal receivable is also deemed to have been transferred.

III. Delivery of bills and documents and provision of information

ARTICLE 190 – The transferor is obliged to deliver the receivable note and other documents related to the proof in his possession to the transferee and to provide the necessary information to enable him to assert his receivable.

1. Warranty
2. In general

ARTICLE 191- If a claim is transferred in return for an action, the transferor guarantees the existence of the claim and the debtor’s ability to pay at the time of transfer.

If the receivable is transferred without consideration for a performance or is transferred to another person by law, the transferor or the previous creditor is not responsible for the existence of the receivable and the debtor’s ability to pay.

2. Transfer for performance

ARTICLE 192 – If the creditor transfers his claim for the purpose of fulfilling the debt but does not specify the amount to be offset against the debt, the transferee must offset against his own claim only the amount he received from the debtor or could have received if he had exercised due diligence.

3. Scope of liability

ARTICLE 193- The transferee may make the following demands from the transferor who is liable for the guarantee:

1. The return of the counter obligation performed together with interest.
2. Expenses caused by the transfer.
3. Expenses incurred in unsuccessful attempts to obtain the receivables transferred against the debtor.
4. Other damages suffered unless the transferor proves his fault.

1. Reservation of special provisions

ARTICLE 194 – Provisions made by law specific to the transfer of certain rights are reserved.

SECOND DIFFERENCE

Assumption of Debt

1. Internal undertaking agreement

ARTICLE 195- The person who concludes an internal assumption agreement with the debtor is obliged to relieve the debtor of his debt by personally performing the debt or by assuming the debt with the consent of the creditor.

The debtor cannot request the other party to fulfill its obligations unless it fulfills its obligations arising from the internal assumption agreement.

If the debtor has not been relieved of his debt, he may request security from the other party.

1. External commitment agreement
2. Proposal and acceptance

ARTICLE 196- The replacement of the debtor and the release from debt is done through an agreement between the debtor and the creditor.

Notification of the internal assumption agreement to the creditor by the undertaker or the debtor with his permission constitutes a proposal for the conclusion of the external assumption agreement.

The acceptance of the creditor may be express or implied. If the creditor accepts the performance of the undertaker without any reservation or consents to any other transaction made by him as the debtor, he is deemed to have accepted the assumption of the debt.

1. Binding nature of the proposal

ARTICLE 197- Regarding the assumption of debt The offer may be accepted by the creditor at any time. However, the undertaker or the previous debtor may set a period for acceptance. If the creditor remains silent until the expiration of this period, the offer is deemed to be rejected.

If a new internal undertaking agreement is made before the proposal is accepted by the creditor and a proposal is made to the creditor regarding this second undertaking, the person who made the first proposal is relieved of being bound by his proposal.

1. Consequences of change of debtor
2. Affiliated rights and obligations

ARTICLE 198 – Even if the debtor changes, the creditor’s rights other than those specific to the debtor’s personality remain reserved.

However, the responsibilities of the third party who pledges the loan as security for the debt and the guarantor continue only if they consent in writing to the assumption of the debt.

1. Defenses

ARTICLE 199 – The right to put forward defenses regarding the assumed debt passes to the new debtor.

Unless otherwise understood from the external assumption agreement, the new debtor cannot assert personal defenses against the creditor that the previous debtor could assert.

The new debtor cannot assert the defences arising from the internal assumption agreement against the creditor.

1. Invalidity of the contract

ARTICLE 200 – If the external undertaking contract becomes void, the old debt continues to exist with all its related debts, without prejudice to the rights of bona fide third parties.

Furthermore, unless the party assuming the debt proves that no fault can be attributed to him in the invalidation of the assumption agreement and the loss suffered by the creditor, the creditor may demand compensation from the undertaker for the loss he suffered due to the loss of the previously provided security or for any other reason.

1. Participation in debt

ARTICLE 201- Participation in a debt is a contract made between the participant and the creditor to take part in an existing debt on the side of the debtor, which results in the participant being liable for the debt together with the debtor.

The party to the debt and the debtor are jointly and severally liable to the creditor.

1. Acquisition of assets or business

ARTICLE 202- A person who takes over an asset or a business together with its assets and liabilities shall be liable for the debts in the asset or business to the creditors, starting from the date on which he notifies this to the creditors or announces it through an announcement to be published in the Trade Registry Gazette for commercial enterprises or in one of the newspapers distributed throughout Turkey for others.

However, the previous debtor remains jointly and severally liable with the transferee for a period of two years. This period starts from the date of notification or announcement for debts that are due and payable later, and from the date of maturity for debts that will be due later.

The consequences of assuming debts in this way are identical to those resulting from an external assumption contract.

Unless the obligation to notify or announce is fulfilled by the transferee, the two-year period stipulated in the second paragraph shall not start to run.

1. Merger and transformation of businesses

ARTICLE 203- If an enterprise is merged with another enterprise through mutual acquisition of assets and liabilities or through the participation of one in the other, the creditors of both enterprises have the rights arising from the acquisition of an asset and can collect all their receivables from the new enterprise.

The same provision applies to the debts of a business that was owned by a single person and converted into a general or limited partnership.

1. Reservation of special provisions

ARTICLE 204 – Special provisions regarding the sharing of inheritance and the assumption of debts regarding the transfer of mortgaged real estates are reserved.

THIRD SECTION

Transfer of Contract and Participation in Contract

1. Transfer of the contract

ARTICLE 205 – Transfer of a contract is an agreement made between the transferor and the party that transfers and remains in the contract, and transfers all rights and obligations of the transferor, together with his/her status as a party to this contract, to the transferee.

The agreement made between the transferor and the assignor of the contract, which is based on the prior consent of the other party remaining in the contract or approved later, is also subject to the provisions of the transfer of the contract.

The validity of the transfer of the contract depends on the form of the transferred contract.

Cases of succession arising from the law and other special provisions are reserved.

1. Joining the contract

ARTICLE 206 – Participation in a contract is an agreement made between the party to an existing contract and the parties to this contract, which results in the party participating in the contract having the rights and obligations of the party he/she is participating in, together with the party he/she is participating in.

Unless otherwise agreed in the agreement, the party participating in the contract and the party he/she is on the side of are jointly and severally creditors and debtors to the other party to the contract.

The validity of the contract depends on the form of the contract in question.

PART TWO

Private Debt Relations

CHAPTER ONE

Sales Contract

FIRST DISCRIMINATION

General Provisions

1. Definition and provisions

ARTICLE 207- The sales contract is between the seller, sold possession and ownership to the buyer Assignment is a contract in which the buyer undertakes to pay a price in return.

Unless otherwise agreed upon in the contract or there is a custom to the contrary, the seller and the buyer are obliged to fulfill their obligations at the same time.

The price that can be determined according to the situation and conditions is considered as the agreed price.

1. Benefit and harm

ARTICLE 208 – Except for exceptional cases arising from the law, the requirements of the situation or special conditions stipulated in the contract, the benefit and damage of the sold thing belong to the seller until the transfer of possession in movable sales and until the registration in immovable sales.

In movable sales, if the buyer defaults in taking over the possession of the sold thing, the benefit and loss of the sold thing passes to the buyer as if the transfer of possession had taken place.

If the seller sends the sold thing to a place other than the place of performance at the buyer’s request, the benefit and risk pass to the buyer at the moment the sold thing is delivered to the carrier.

SECOND DIFFERENCE

Sale of Movable Property

1. Subject

ARTICLE 209 – Movable sales are the sales of things other than those considered immovable under the Turkish Civil Code and those specified as movable in other laws.

The sale of integral parts of the property whose ownership will be transferred after being separated from it, such as products, the ruins of a building and stones to be extracted from a quarry, is also considered as the sale of movable property.

1. Seller’s obligations
2. Transfer of possession

Rule 1

ARTICLE 210 – The seller is obliged to transfer his possession to the buyer in order to transfer the ownership of the sold thing. 

2. Transfer and transportation expenses

ARTICLE 211- Unless there is a contract or custom to the contrary, transfer expenses such as measuring and weighing shall be borne by the seller, expenses incurred to take over the sold thing and, if the sold thing needs to be transported to a place other than the place of performance, transportation expenses shall be borne by the buyer.

If a transfer without expenses is agreed upon, the seller is deemed to have undertaken the transportation expenses.

If the transfer is agreed upon without port and customs expenses, the seller is deemed to have undertaken the export, transit and import taxes; however, he is not deemed to have undertaken the consumption taxes paid at the time the sold good was taken over by the buyer.

3. Default of the seller
4. Rule and exception case

ARTICLE 212- In case of default of the seller, the general provisions regarding the default of the debtor shall apply.

In commercial sales where a certain period of time is set for the transfer of possession, if the seller goes into default, it is accepted that the buyer waives the request for transfer and requests compensation for the damages arising from the non-fulfillment of the obligation.

If the buyer intends to request the transfer of the sold item, he must immediately notify the seller at the end of the specified period.

1. Expense debt and its scope

ARTICLE 213- The seller who does not fulfill his obligations is obliged to compensate the buyer for the damages incurred as a result of this.

If the seller does not fulfill his obligation, the buyer may request compensation for damages calculated according to the difference between the sales price and the price he paid in accordance with the rules of honesty to purchase another one instead of the sold thing that was not transferred to him.

If the goods sold are registered on the stock exchange or have a market price, the buyer may request compensation for the damages calculated according to the difference between the sales price and the market price on the specified performance date, without being obliged to purchase another one in its place.

1. Responsibility for the Record
2. Subject

ARTICLE 214 – If the whole or part of the sold thing is taken from the buyer by a third party due to a right existing at the time the sales contract was established, the seller shall be liable to the buyer for this.

If the buyer knew of the risk of being taken away from him at the time the contract was concluded, the seller is not liable for this unless he also assumed responsibility for it.

If the seller has concealed the rights of a third party, any agreement to exclude or limit liability is absolutely null and void.

2. Procedure of trial
3. Notification of the case

ARTICLE 215 – When the buyer, who is faced with the danger of having the sold thing taken away from him, notifies the seller of the lawsuit filed against him, the seller is obliged to either join the lawsuit on the buyer’s side or take the buyer’s place and follow and defend the lawsuit against the third party, depending on the situation and in accordance with the procedure of the trial.

If the notification is made at a time convenient for participation in the lawsuit and defense, the judgment given against the buyer will also have consequences for the seller, unless it is proven that it was given due to his gross negligence.

If the lawsuit is not notified to the seller for reasons that are not attributable to the seller, the seller is exempted from liability to the extent that he proves that a more favorable decision could have been obtained if he had been notified in time.

1. To give away the sold thing without a court order

ARTICLE 216- The seller’s liability for the record continues in the following cases:

1. If the buyer has recognized the rights of the third party in accordance with the rules of honesty and delivered the sold thing to him without waiting for a court decision.
2. If the buyer has warned the seller without delay that he must resolve the dispute regarding the claim on the sold object through litigation, without waiting for a third party to file a lawsuit against him, or that he will otherwise resort to arbitration, and has resorted to arbitration since he could not get a result from this.

The seller’s liability continues even if the buyer proves that he is obliged to deliver the sold thing to a third party.

3. Buyer’s rights
4. In full seizure

ARTICLE 217- If the entire sold thing has been taken from the buyer, the sales contract is deemed to have ended automatically and the buyer may make the following requests from the seller:

1. The refund of the sales price paid, together with interest, by reducing the value of the products obtained or neglected to obtain from the sale.
2. Expenses that cannot be claimed from the third party who takes over the sold item.
3. All litigation costs and expenses other than those that can be avoided by notifying the seller about the lawsuit.
4. Other damages suffered directly due to the complete removal of the sold thing.

Unless the seller proves that no fault can be attributed to him, he is also liable to compensate for any other damages that the buyer has suffered as a result of the removal of the sold object.

1. In case of partial seizure

ARTICLE 218 – If a part of the sold thing has been taken away or the sold thing has been loaded with a limited real right, the buyer can only demand compensation for the damages he has suffered because of this.

However, if it is understood from the circumstances and conditions that the buyer would not have purchased the sold good if he had known about this situation, the buyer may request the judge to decide to terminate the contract. In this case, the buyer is obliged to return the remaining part of the sold good to the seller, together with the benefits he has received up to that time.

III. Liability for defects

1. Subject
2. In general

ARTICLE 219 – The seller is responsible for the absence of the qualities he has notified to the buyer in any way, and is also responsible for the existence of material, legal or economic defects that are contrary to the quality or quantity affecting the quality, and that eliminate or significantly reduce its value in terms of intended use and the benefits expected from it by the buyer.

The seller is responsible for these defects even if he is not aware of their existence.

1. In the sale of animals

ARTICLE 220- In the sale of animals, the seller is not responsible for the defect unless he undertakes it in writing or is at serious fault.

2. Non-liability agreement

ARTICLE 221 – If the seller is at fault in transferring the product with defects, any agreement that removes or limits his liability for defects is absolutely null and void.

3. Defects known to the buyer

ARTICLE 222- The seller is not responsible for defects known to the buyer at the time the sales contract was established.

The seller is only liable for defects that the buyer could have noticed by sufficiently examining the sold item if he has separately undertaken that such a defect does not exist.

4. Review and report to seller
5. In general

ARTICLE 223- The buyer must review the condition of the sold thing as soon as possible in the ordinary course of business and if he finds a defect in the sold thing that requires the seller’s responsibility, he must notify him of this within a reasonable period of time.

If the buyer neglects to inspect and notify, he is deemed to have accepted the sold item. However, if there is a defect in the sold item that cannot be revealed by a normal inspection, this provision does not apply. If such a defect is discovered later, it must be reported to the seller immediately; if not reported, the sold item is deemed to have been accepted with this defect.

1. In the sale of animals

ARTICLE 224 – If the period for which the seller will be responsible in the sale of an animal is not specified in writing and the defect is not related to the pregnancy of the animal, the seller will only be responsible if the defect is notified to him within nine days from the day the transfer is made or the buyer defaults in the transfer and if, in addition, the competent authority requests the animal to be examined by experts within the same period.

5. Consequences of seller’s gross negligence

ARTICLE 225 – A seller who is at serious fault cannot escape liability, even partially, by claiming that he was not notified of the defect in the product sold in a timely manner.

The same provision applies to defects that professional salespeople should be aware of.

6. Sending the sold item from somewhere else

ARTICLE 226- If the buyer claims that the sold item sent from another place is defective, he/she is obliged to take the necessary precautions temporarily for the protection of the sold item, if there is no representative of the seller in his/her location. The buyer cannot send the sold item, which he/she claims is defective, back to the seller without taking the necessary precautions for its protection.

The buyer is obliged to have the condition of the sold item determined without delay and in accordance with the procedure. If he does not do this, the burden of proving that the defect he claims existed at the time the sold item reached him falls on the buyer.

If there is a risk of the sold thing deteriorating in a short time, the buyer is authorized to sell it through the court in the place where it is located, and even obliged to sell it if the seller’s interest requires it. If the buyer does not notify the seller of the situation as soon as possible, he will be liable for the damages arising from this.

7. Buyer’s optional rights
8. In general

ARTICLE 227- In cases where the seller is responsible for the defects of the sold product, the buyer may use one of the following optional rights:

1. Withdrawal from the contract by declaring that you are ready to return the sold item.
2. Keeping the sold item and requesting a discount on the sales price in proportion to the defect.
3. Requesting free repair of the item sold, with all costs being borne by the seller, unless it requires excessive expense.
4. If possible, request that the item be replaced with a similar one that is free of defects.

The buyer reserves the right to claim compensation according to general provisions.

The seller may prevent the buyer from exercising his optional rights by immediately providing a defect-free equivalent of the same product and compensating for all damages suffered.

If the buyer exercises his right to withdraw from the contract, the judge may decide to repair the sold item or reduce the sales price, unless the situation justifies this.

If the decrease in the value of the sold item is very close to the sales price, the buyer can only exercise one of the rights to withdraw from the contract or to request that the sold item be replaced with a similar one that is free of defects.

1. The thing sold is destroyed or seriously damaged.

ARTICLE 228- The destruction or serious damage to the sold good, which was transferred to the buyer as defective, due to a defect, unexpected event or force majeure, does not prevent the buyer from exercising his right to withdraw from the contract. In this case, the buyer is obliged to return whatever is left of the sold good.

If the sold thing has been destroyed due to a reason attributable to the buyer, or if the buyer has transferred it to someone else or changed its form, the buyer can only request that the amount of the decrease in its value be deducted from the sales price.

8. Consequences of Return
9. In general

ARTICLE 229- The buyer who reneges on the sales contract is obliged to return the sold thing to the seller together with the benefits he received from it. In return, the buyer may make the following demands from the seller:

1. The refund of the sales price paid, together with interest.
2. Payment of the litigation expenses and expenses incurred for the sold thing, as in the complete record of the sold thing.
3. Compensation for direct damages arising from defective goods.

The seller is also obliged to compensate for the buyer’s other damages unless the seller proves that no fault can be attributed to him.

1. In the sale of multiple goods

ARTICLE 230- If more than one good or a good consisting of more than one part is sold together and some of them are found to be defective, the right of return can only be used for those that are found to be defective. However, if it is not possible to separate the defective part from the other without causing significant harm to the buyer or the seller, the right of return must cover the entirety of the sold item.

The revocation of the sale for the original of the sold thing also includes its accessories, even if they were sold by showing a separate sales price; however, the revocation for the accessories does not include the original of the sold thing.

9. Statute of Limitations

ARTICLE 231- Unless the seller has undertaken to do so for a longer period, any lawsuit regarding liability arising from a defect in the sold thing shall become time-barred two years after the transfer of the sold thing to the buyer, even if the defect becomes apparent later. The buyer’s right to defend against a defect notified to him within two years after the transfer of the sold thing to him shall not be extinguished by the expiration of this period.

If the seller is at fault for transferring the defective product, he cannot benefit from the two-year limitation period.

1. Buyer’s obligations
2. Payment of the sales price and taking over the sold item

ARTICLE 232- The buyer is obliged to pay the sales price and take over the thing offered to him as agreed in the sales contract.

On the contrary, local If there is no custom or agreement, the sold thing must be taken over immediately.

1. Determination of sales price

ARTICLE 233- If the buyer has definitely notified that he will purchase the goods without specifying the sales price, the sale is deemed to have been made based on the average market price at the place and time of performance.

If the sales price is calculated according to the weight of the item sold, the tare weight is deducted.

In the sale of certain commercial goods, commercial practices are reserved for making a discount on the tare weight in quantity or as a percentage, or determining the price on the basis of the tare weight.

III. Accrual and interest on the sales price

ARTICLE 234- Unless there is a contract to the contrary, the sales price becomes due when the sold thing comes into the possession of the buyer.

If there is a custom that interest may be requested, or if the buyer has the opportunity to obtain products or other yields from the goods, or if default occurs after a certain number of days, interest may be requested on the sales price without the need for a separate notice.

1. Default of the Buyer
2. Seller’s right of return

ARTICLE 235- In cases where the sold thing must be transferred only after the sales price is paid or at the time of payment, if the buyer goes into default, the seller may withdraw from the sale without any further action.

The seller who wishes to exercise this right must notify the buyer of the situation without delay.

If the possession of the sold thing has been transferred to the buyer before the sales price has been paid, the seller’s right to withdraw and take back the sold thing due to the buyer’s default is subject to the express reservation of this right in the contract.

2. Calculation and compensation of damages

ARTICLE 236- The buyer who does not fulfill his obligations is obliged to compensate the seller for the damages incurred as a result of this.

The seller may request compensation from the buyer who has defaulted in paying the sales price, which will be calculated according to the difference between this price and the price he would have obtained from selling the sold item to someone else in accordance with the rules of honesty.

If the goods sold are registered on the stock exchange or have a market price, the seller may request the buyer to compensate for the damages calculated according to the difference between the sales price and the price of the goods on the determined payment date, without the need for such a sale.

THIRD SECTION

Sale of Real Estate and Rights Creating a Sales Relationship

1. Figure

ARTICLE 237- In order for the sale of real estate to be valid, the contract must be drawn up in an official manner.

Real estate sale promises, repurchase and purchase agreements, official shall not be valid unless regulated in this manner.

The validity of the pre-emption agreement depends on it being made in written form.

1. Rights creating a sales relationship
2. Duration and annotation

ARTICLE 238 – Pre-emption, repurchase and purchase rights can be decided for a maximum period of ten years and can be annotated in the land registry for the period specified by law.

1. Transfer and inheritance

ARTICLE 239- Unless otherwise agreed, pre-emption, purchase and repurchase rights arising from the contract cannot be transferred, but are passed on through inheritance.

These rights with a transferable contract If the transfer has been agreed upon, it will not be valid unless it is carried out in the manner required for the establishment of the right.

III. Right of pre-emption

1. To be put forward

ARTICLE 240 – The pre-emption right can be used in cases where the real estate is sold or any transaction that is economically equivalent to a sale is carried out.

The right of pre-emption cannot be exercised in cases where the real estate is allocated to one of the heirs during the division of the inheritance, sold through forced auction, acquired for the provision of public services and similar purposes.

2. Terms and conditions

ARTICLE 241- The seller or the buyer must notify the pre-emption right holder through a notary public that the sales contract has been concluded and its content.

If the sales contract is terminated after the pre-emption right is exercised or is not approved due to reasons arising from the buyer’s personal nature, this situation cannot be claimed against the owner of the pre-emption right.

Unless otherwise provided in the contract establishing the pre-emption right, the owner of the pre-emption right acquires the real estate on the terms and conditions of sale agreed upon by the seller with the third party.

The above provisions also apply to transactions that are economically equivalent to sales.

3. Use and provisions

ARTICLE 242 – The right holder who wants to exercise the pre-emption right arising from the contract must file a lawsuit against the buyer if this right is annotated and the ownership of the real estate is registered in the name of the buyer; otherwise, against the seller, within three months from the date of notification of the sale or another transaction economically equivalent to the sale and in any case within two years from the date of the sale.

1. Sale of real estate
2. Conditional sale and reservation of title

ARTICLE 243- In the case of a conditional sale of a real estate, registration cannot be made in the land registry unless the condition is met.

The condition of reservation of ownership in the sale of real estate cannot be registered.

1. Responsibility

ARTICLE 244- Unless there is a contract to the contrary, if the real estate sold does not cover the surface area stated in the sales contract, the seller is obliged to pay compensation to the buyer for the deficiency.

If the real estate sold does not include the surface area recorded in the land registry based on an official measurement, the seller is not liable for compensation unless he has specifically undertaken to do so.

Lawsuits arising from a defective building become time-barred after five years from the date of ownership, and after twenty years if the seller is at fault.

III. Benefit and harm

ARTICLE 245- If a period is specified in the contract for the buyer to take delivery of the sold thing after registration, the benefit and damage of the sold thing pass to the buyer upon delivery. This provision also applies in the event that the buyer defaults in taking delivery of the sold thing.

The validity of this agreement depends on it being made in writing.

1. Application of rules regarding the sale of movables

ARTICLE 246- The rules regarding the sale of movable property are also applied to the sale of real estate by analogy.

FOURTH SECTION

Some Types of Sales

1. Sales by sample
2. Definition

ARTICLE 247- Sale based on a sample is a sale made when the parties agree that the goods which are the subject of the contract are compatible with a sample left to the buyer or a third person or with a good they have identified.

1. Burden of proof

ARTICLE 248- In a sale based on a sample, the party to whom the sample was given is not under the burden of proving that the sample in his possession is the sample given to him, and even if the form of the sample has changed, if this change is a necessary result of the review, the claim of the buyer is considered correct. However, the other party has the right to prove the contrary in any case.

If the sample is damaged or destroyed while in the buyer’s possession, the burden of proving that the sold item does not conform to the sample falls on the buyer, even if there is no defect.

1. Sale on condition of liking
2. Definition

ARTICLE 249- Sale on the condition of liking is a sale made on the condition that the buyer likes the product by trying or reviewing it.

1. Provisions

ARTICLE 250- In sales on the condition of liking, the buyer is free to accept the sold item or return it without giving any reason.

Even if the sold thing passes into the possession of the buyer, the ownership of the sold thing remains with the seller until the condition of appreciation is met.

III. Test or review

1. At the seller’s side

ARTICLE 251- If the trial or review must be carried out in the presence of the seller, the buyer must deliver the sold item within the required period according to the contract or custom. If the seller does not declare whether he accepts or not, he is released from being bound by the contract.

If no such period is specified, the seller may, after a suitable period of time, give notice to the buyer to notify him whether he accepts the thing sold; such notice shall be If no immediate response is given, the seller is exempt from being bound by the contract.

2. At the recipient’s side

ARTICLE 252 – If the thing sold is given to the buyer without being tried or examined, if the buyer does not immediately notify that he does not like the thing sold or does not return it within the period required by the contract or custom, or if there is no such period, upon the seller’s warning, the condition of liking is fulfilled.

The condition of liking is also fulfilled when the buyer pays all or part of the sales price without any reservations or uses the sold item for more than the purpose of trying or reviewing it.

1. Partial payment sales
2. Installment sales
3. Definition, form and content

ARTICLE 253- Installment sales are sales in which the seller undertakes to deliver the movable property to the buyer before the payment of the sales price, and the buyer undertakes to pay the sales price in parts.

An installment sales contract is not valid unless it is made in writing.

If the goods are sold within the scope of the seller’s commercial activity, the following matters are specified in the contract:

1. Name and residence of the parties.
2. Subject of the sale.
3. Cash sales price of the item sold.
4. Additional fee to be specified due to payment in installments.
5. Total sales price.
6. All other obligations undertaken by the Buyer in cash or in kind.
7. Amount and maturity of down payments and installments, and number of installments, not less than two.
8. The buyer has the right to revoke his/her declaration of intent to conclude a contract within seven days.
9. If foreseen, agreement records regarding the reservation of ownership or the transfer of the sales price receivable.
10. In case of default or postponement of maturity, the interest to be paid shall not exceed thirty percent of the legal interest rate.
11. Place and date of establishment of the contract.

2. Consent of the legal representative

ARTICLE 254- The validity of an installment sales contract made by a minor or a person with limited discretion is dependent on the written consent of the legal representative. In this case, the consent must be given at the latest at the time the contract is concluded.

3. Explanation of the provisions and consequences of the contract and revocation

ARTICLE 255- An installment sales contract shall have its effect and consequences seven days after the buyer receives a copy of the contract signed by the parties. The buyer may notify the seller in writing that he/she has withdrawn his/her declaration of intent within this period. This right cannot be waived in advance. The fact that the notice of withdrawal is mailed on the last day of the period is sufficient for it to have consequences.

If the seller has transferred the goods to the buyer within the repurchase period, the buyer may use the goods only to the extent required by a regular review; otherwise, the contract shall have its provisions and consequences.

If the buyer exercises his right of withdrawal, no withdrawal fee can be requested from him.

4. Rights and obligations of the parties
5. Obligation to pay the down payment and duration of the contract

ARTICLE 256- The buyer shall pay at least tenth of the advance sales price. The contract holder is obliged to pay one of the sales prices in cash at the time of delivery at the latest, and the remaining part of the sales price within three years following the establishment of the contract.

The President may reduce the down payment amount and legal payment terms by up to half or double them, depending on the type of item sold.

The seller who transfers the sold property to the buyer without receiving the full minimum down payment determined by law loses the right to claim the unpaid part of the down payment.

Any increase in the sales price in exchange for waiving the down payment is null and void.

1. Recipient’s defences

ARTICLE 257 – The buyer cannot waive in advance his right to exchange the seller’s receivables arising from the installment sale with his own receivables from the seller.

In case of transfer of the receivable, the buyer’s defenses regarding the sales price receivable cannot be limited or eliminated.

1. Payment of the sales price in full

ARTICLE 258- Unless the installment debt is tied to a bill of exchange, the buyer can always pay the remaining part of the sales price at once and get rid of his debt. In this case, the part of the amount added to the cash sales price that corresponds to the unpaid installments is reduced in accordance with the shortening of the payment period, but not less than half.

5. Default of the buyer
6. Seller’s right of choice

ARTICLE 259- If the buyer defaults in paying the down payment, the seller can only request the down payment or withdraw from the contract.

If the buyer defaults in paying the installments, the seller may demand payment of the overdue installments or the remaining sales price in full at once or may withdraw from the contract. The seller may demand the full remaining sales price or withdraw from the contract only if he has expressly reserved this right and if the buyer has defaulted in paying at least two consecutive installments constituting at least one tenth of the agreed sales price or one installment constituting at least one fourth or the last installment. However, if the amount that the seller may demand in return for withdrawal is equal to or more than the amount of the paid installments, the seller cannot withdraw from the contract.

The seller must grant the buyer a period of at least fifteen days before exercising his rights to demand full payment of the remaining amount of the sales price or to withdraw from the contract.

1. Withdrawal from the contract

ARTICLE 260- If the seller withdraws from the contract after the transfer of the sold thing to the buyer due to the buyer’s default in paying the installments, both parties are obliged to return what they received. The seller may also demand an equitable usage fee and compensation in case the value of the sold thing decreases due to unusual use. However, the seller cannot demand more than what he would have received if the contract had been performed on time.

If the seller withdraws from the contract before the transfer of the sold thing due to the buyer’s default in paying the down payment, the seller can only claim from the buyer the legal interest accrued until the date of withdrawal from the contract on the unpaid down payment and compensation for the loss of value suffered by the sold thing after the conclusion of the contract. If a penalty clause is agreed upon, it cannot exceed ten percent of the down payment price.

1. Intervention of the judge

ARTICLE 261 – Provided that the buyer in default guarantees that he will pay his debts and that the seller does not suffer any loss due to this new regulation, the judge may provide payment facilities to the buyer and prohibit the seller from taking back the sold item.

6. Competent court and arbitration

ARTICLE 262 – A buyer residing in Turkey cannot waive in advance the jurisdiction of the court in his/her place of residence regarding disputes arising from the installment sales contract to which he/she is a party, nor can he/she conclude an arbitration agreement.

7. Area of application

ARTICLE 263 – The provisions regarding sales in installments also apply to transactions made for the same economic purpose.

In loan agreements made for the purpose of acquiring a movable property, the seller transfers the sales price receivable to the lender, together with or without the reservation of ownership, or the seller and the lender agree otherwise and the buyer pays the sales price in installments. In case they provide the delivery of the goods, the provisions regarding the installment sale shall be applied by analogy. The loan agreement must include the matters that are mandatory to be included in the installment sale agreements. However, instead of the cash sale price and the total sale price, the amount borrowed and the total loan amount to be paid to the lender shall be shown.

In installment loan agreements connected with cash sales, the provisions regarding installment sales do not apply if the legal minimum down payment has been paid to the lender and the cash sale price has been fully covered without any additions at the time of making the loan agreement.

In cases where the buyer acts as a merchant or the goods are 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 the provisions of Article 261 regarding sales in installments shall apply.

1. Sale in prepaid installments
2. Definition, form and content

ARTICLE 264 – Prepaid installment sales are sales in which the buyer undertakes to pay the sales price of a movable property in parts in advance and the seller undertakes to transfer the sold property to the buyer after the price is paid in full.

A prepaid installment sales contract is not valid unless it is made in writing. The following points are specified in the contract:

1. Name and residence of the parties.
2. Subject of the sale.
3. Total sales price.
4. Number of installments, amount, maturity and duration of the contract.
5. Bank authorized to accept installments.
6. Amount of interest assumed to the buyer.
7. The buyer has the right to revoke his/her declaration of intent to conclude a contract within seven days.
8. The buyer’s right to withdraw from the contract and the withdrawal fee to be paid for this reason.
9. Place and date of establishment of the contract.

2. Rights and obligations of the parties
3. Securing payments

ARTICLE 265 – In contracts with a payment period longer than one year or indefinite, the buyer is obliged to deposit the payments into a savings or investment account that generates income and is opened in his/her name at a bank specified in the contract.

The bank must consider the interests of both parties. Payments can be made from the opened account with the consent of both parties. This consent cannot be given in advance.

In contracts with a payment period longer than one year or with an uncertain term, if the buyer withdraws from the contract in accordance with Article 269 before the transfer of the sold item, the seller loses all rights on this account.

1. The buyer’s right to request the transfer of the goods

ARTICLE 266- After the buyer pays the full sales price, he may at any time request the transfer of the goods to him. However, if the seller is going to transfer the goods by providing them from someone else, the buyer must allow him a suitable period of time for this.

In order for the seller to transfer the goods to the buyer, the conditions regarding the installment sale must be complied with.

If the buyer has purchased more than one thing or has reserved the right to choose, he may request the transfer of the sold thing in parts only after paying the minimum down payment stipulated in Article 256. This request cannot be made in cases where the sold thing constitutes a group of goods. If the sales price is not paid in full, the seller may be asked to transfer the sold thing in parts, but only on the condition that ten percent of the remaining part is left to him as security.

1. Payment of sales price

ARTICLE 267- In contracts with a payment period longer than one year or with an uncertain term, the sales price must be paid in full at the time of transfer of the sold thing. The buyer who wants the sold thing to be transferred must pay the sales price from the balance in his account. at most one-third may release in favor of the seller. However, no commitment can be made regarding this during the establishment of the contract.

1. Determination of sales price

ARTICLE 268 – All provisions reserving the seller’s right to request an additional fee to the total sales price determined at the time the contract was established are invalid.

If the total sales price to be paid is determined in the contract, but the item to be transferred is not determined in advance and the seller has granted the buyer the right to choose this item, the seller is obliged to fully comply with the buyer’s choice, taking into account the usual prices in cash sales.

Agreements to the contrary are only valid to the extent that they are in the buyer’s interest.

3. Termination of the contract
4. Right of withdrawal

ARTICLE 269 – In contracts with a payment period longer than one year or with an indefinite period, the buyer may withdraw from the contract at any time until the transfer of the goods.

The termination fee to be paid by the buyer in case of termination of the contract is determined by considering the nature of the situation and the period between the establishment of the contract and termination. However, this amount cannot be less than two percent and more than five percent of the seller’s total receivable. The buyer may request that the portion of the payments made exceeding the termination fee be returned to him together with the proceeds.

If the buyer dies or is unable to make the advance payments due to permanent loss of earnings, or if the seller does not accept the offer to replace the contract with an installment sales contract under normal conditions, the withdrawal fee cannot be claimed.

1. Duration of the contract

ARTICLE 270- The obligation to perform advance payments ends after five years.

In contracts with a payment period longer than one year or with an uncertain term, if the buyer does not request the transfer of the sold thing after eight years, the seller gives him a warning and a period of three months. If the buyer remains indifferent within this period, the seller has the rights granted to the buyer in the event of withdrawal from the contract.

1. Default of the buyer

ARTICLE 271- If the buyer defaults on one or more prepayments, the seller may only demand the payments that have become due. However, if two consecutive prepayments constituting at least one tenth of the total receivable or a single prepayment constituting at least one fourth of the total receivable or the last prepayment are due, the seller also has the right to withdraw from the contract after the expiration of a one-month payment period granted to the buyer.

If the seller renounces a contract with a payment period of one year or less, the provision of the second paragraph of Article 260 shall apply by analogy. In contracts with a period exceeding one year, the seller may only claim compensation for damages exceeding the withdrawal fee stipulated in the second paragraph of Article 269 and the average bank deposit interest to be paid to the buyer.

In contracts with a term longer than one year, if the buyer in default requests the transfer of the goods, the seller may request the elimination of any decrease in the value of the goods after the transfer request, together with the legal principal and interest. If a penalty is stipulated, the amount cannot exceed ten percent of the sales price.

In cases where the sold thing has been transferred, the provision of the first paragraph of Article 260 shall apply to the return.

4. Limitation of the field of application

ARTICLE 272- If the buyer acts as a merchant or the goods are purchased for the needs of a commercial enterprise or for professional purposes, 264 to 271 th substances do not apply.

III. Common provisions

ARTICLE 273 – The provisions regarding the sale in installments, those regarding the consent of the legal representative, the effect and consequences of the contract and the declaration of revocation, the defenses of the buyer, the transfer of the seller’s receivables, the payment facilities provided by the judge and the arbitration with the authorized court, are also applicable to the sale in installments with prepayment.

In an installment sale where the transfer period of the sold good is longer than one year or is indefinite, if the buyer is obliged to make payments before the transfer of the sold good, the provisions regarding prepaid installment sales are applied by analogy.

1. Sale by auction
2. Definition

ARTICLE 274- Sale by auction is a sale made with the bidder offering the highest price among those present, with the place, time and conditions determined in advance.

1. Establishment

ARTICLE 275 – Unless the seller has made a declaration of intent to the contrary in the auction conditions, the sales contract in optional auctions in which everyone can participate is established by the auction manager awarding the tender to the person who offers the highest price.

A sale by forced auction is established when the official managing the auction awards the tender to the person offering the highest price.

III. Provisions

1. The moment the bidder connects
2. In general

ARTICLE 276- The person participating in the auction is bound by his/her proposal within the framework of the conditions set for the sale.

Unless there is a condition to the contrary, the commitment of the proposer ends when a higher proposal is made than his own, or when it is understood that there is no higher proposal upon asking whether there is one, and his proposal is not accepted immediately.

1. In the sale of real estate through auction

ARTICLE 277- In the sale of real estate by auction, the tender or rejection must be made immediately after the auction.

The condition that the proposer’s commitment will continue after the auction is invalid. However, this rule does not apply in cases of forced auctions and in cases where the tender must be approved by a public official.

2. The requirement for payment in advance

ARTICLE 278- Unless otherwise agreed in the auction conditions, the tender price must be paid in advance.

If the tender price is not paid in advance or in accordance with the auction conditions, the seller may withdraw from the sale immediately.

3. Passing of ownership

ARTICLE 279- A person who purchases a movable property at an auction acquires its ownership at the time of the auction. The ownership of the real estate purchased at an auction is transferred to the buyer only by registration in the land registry.

The auctioneer immediately notifies the land registry office that the real estate shown in the sales report is registered in the name of the buyer.

Special provisions regarding the transfer of ownership in tenders made as a result of forced auctions are reserved.

In optional private auctions, the transfer of ownership is subject to general provisions.

4. Liability for seizure and defect

ARTICLE 280- Provisions regarding liability for seizure and defects do not apply in forced auctions.

The person who purchases the property without auction becomes the owner of that property with the status, rights and burdens specified in the land registry or the terms of sale or the law.

In optional auctions, the seller is responsible for the recording and defects of the item sold. However, except in cases of deception, the seller can avoid this responsibility by clearly stating and announcing it in the auction conditions.

1. Cancellation of the increase

ARTICLE 281- If the tender has been carried out by resorting to unlawful or immoral means, any interested party may request the court to cancel the tender within ten days from the day they learn of the reason for cancellation and, in any case, within one year following the date of the tender.

Special provisions regarding forced increases are reserved.

CHAPTER TWO

Goods Exchange Agreement

1. Definition

ARTICLE 282- A property exchange contract is a contract in which one of the parties undertakes to transfer to the other party the possession and ownership of one or more things, and the other party undertakes to transfer to the other party the possession and ownership of one or more other things as a counter-performance.

1. Governing provisions

ARTICLE 283 – The provisions regarding the sales contract also apply to the goods exchange contract; accordingly, each party is the seller in terms of the thing he undertakes to give, and the buyer in terms of the thing he is undertaken to give.

1. Liability for recording and defects

ARTICLE 284 – The provisions of the sales contract regarding the liability for recording and defects shall also apply to the goods exchange contract to the extent that they are appropriate.

CHAPTER THREE

Contract of Forgiveness

1. Definition

ARTICLE 285- A donation contract is a contract in which the donor undertakes to make a contribution from his assets to the donee, free of charge, in order to create an inter-life outcome.

Waiver of a right not yet acquired or repudiation of an inheritance is not a donation.

Fulfilling a moral duty does not count as forgiveness.

1. Capacity to forgive
2. For the Donor

ARTICLE 286- Anyone with legal capacity may make donations, subject to any limitations arising from the property regime between spouses or the law of inheritance.

If, as a result of a lawsuit initiated within one year following the donation, it is decided that the donor should be restricted due to his extravagance, that donation may be annulled by the court.

1. For the forgiven

ARTICLE 287- If a person who lacks legal capacity has the ability to discern, he may accept the donation. However, if the legal representative of the donee prohibits this person from accepting the donation or orders the return of the donated thing, the donation is void.

1. Establishment
2. Promise of forgiveness

ARTICLE 288 – The validity of the promise of donation depends on this contract being made in written form.

The validity of a promise to donate a real estate or a real right on a real estate depends on it being made in an official manner.

A promise of donation that is invalid due to non-compliance with the form is deemed to be a donation in person when fulfilled by the donor. However, this provision does not apply to donations whose validity is tied to an official form.

Donation by hand

ARTICLE 289- A donation by hand is established by the donor delivering a movable property to the donee.

III. Conditional forgiveness

ARTICLE 290- Forgiveness can be made subject to a condition.

In the case of a donation whose fulfillment depends on the death of the donor, the provisions regarding the will apply.

1. Loaded forgiveness

ARTICLE 291- The donor may add loadings to his donation.

The donor may request the fulfillment of the obligations accepted by the donee in accordance with the contract.

The authority to request the fulfillment of a burden placed on donation for the public benefit passes to the relevant public institution after the death of the donor.

If the value of the subject of the donation does not cover the costs of fulfilling the burden and the excess is not paid to him, the donee may refrain from fulfilling the burden.

1. Conditional forgiveness of return to the donor

ARTICLE 292- The donor may set the condition that the subject of the donation shall revert to him in the event that the donee dies before him.

If the subject of donation is related to real estate or a real right on real estate, the condition of return to the donor may be annotated in the land registry.

1. Withdrawal of the offer of pardon

ARTICLE 293- Even if a person has actually separated a property that he has offered to donate to another person from his other properties, he may revoke his offer of donation until the donee accepts it.

1. Responsibility of the donor

ARTICLE 294 – The donor is not liable to the donee for damages arising from the donation, unless he caused such damage through gross negligence.

If the donor has also promised a guarantee for the donated thing or receivable, he is liable for this.

1. The disappearance of forgiveness
2. Withdrawal of forgiveness

ARTICLE 295- If one of the following situations occurs, the donor may revoke the donation in person or the promise of donation he has fulfilled and request the return of the subject of the donation to the extent of the donee’s enrichment on the date of the request:

1. If the forgiven person has committed a serious crime against the forgiver or one of his/her relatives.
2. If the donee has acted in a significant way contrary to his obligations arising from the law towards the donee or a member of his family.
3. If the donee has not fulfilled the burden in a burdened donation without a justified reason.
4. Revocation of promise of forgiveness and avoidance of performance

ARTICLE 296- The person who promises to donate may revoke his promise and refrain from fulfilling it in the following cases:

1. If there is one of the reasons why a donated property may be requested to be returned.
2. If his financial situation has subsequently changed to such an extent that the fulfilment of the promise would be extraordinarily burdensome for him.
3. If, after making the promise of forgiveness, new family obligations have arisen for him or her or these obligations have become significantly heavier.

If the person who promised to forgive is determined to be incapable of paying his debt or is declared bankrupt, the obligation to perform is eliminated.

III. Duration of the right of revocation and its transfer to the heirs

ARTICLE 297- The donor may revoke the donation within one year, starting from the day he learns the reason for revocation.

If the donor dies before the one-year period expires, the right of revocation passes to his heirs, who can exercise this right until the expiration of this period.

If the donor was not able to learn the reason for revocation during his/her lifetime, his/her heirs may exercise their right to revoke the donation within one year of his/her death.

If the donee kills the donee intentionally and unlawfully or prevents him from exercising his right of revocation, his heirs may revoke the donation.

1. Death of the donor

ARTICLE 298- Unless otherwise agreed upon, a donation that includes periodic performances ends with the death of the donor.

CHAPTER FOUR

Lease Agreement

FIRST DISCRIMINATION

General Provisions

1. Definition

ARTICLE 299 – A lease agreement is a contract in which the lessor undertakes to leave the use of a thing or the benefit of it together with its use to the tenant, and the tenant undertakes to pay the agreed rent in return.

1. Lease period

ARTICLE 300- A lease agreement may be made for a definite or indefinite period.

A lease agreement that will end without any notice upon expiration of the agreed period is for a fixed period; other lease agreements are deemed to have been made for an indefinite period.

1. Lessor’s obligations
2. Delivery obligation

ARTICLE 301- The lessor is obliged to deliver the leased property in a condition suitable for the use intended in the contract on the agreed date and to keep it in this condition for the duration of the contract. This provision cannot be changed to the detriment of the tenant in residential and roofed workplace leases; in other lease contracts, no regulation contrary to this provision can be made to the detriment of the tenant through general transaction conditions.

1. Obligation to bear taxes and similar liabilities

ARTICLE 302- Unless otherwise agreed upon or stipulated by law, the lessor shall be responsible for compulsory insurance, taxes and similar liabilities related to the leased property.

III. Obligation to bear side expenses

ARTICLE 303 – The lessor is liable to bear the ancillary expenses incurred by himself or a third party in connection with the use of the leased property.

1. Lessor’s liability for defects in the leased property
2. Liability for defects in the rented property at the time of delivery

ARTICLE 304 – In case the leased property is delivered with significant defects, the tenant may resort to the provisions regarding the debtor’s default or the lessor’s liability arising from the leased property becoming defective later.

In case the leased property is delivered with minor defects, the tenant may apply to the provisions regarding the liability of the lessor for defects that subsequently appear in the leased property.

2. Liability for the rented property becoming defective later on
3. In general

ARTICLE 305- If the leased property becomes defective later, the tenant may request the lessor to rectify the defects or to make a proportionate reduction in the rental fee or to compensate for the damage. However, the request to rectify the damage does not prevent the exercise of other optional rights.

In case of significant defect, the tenant reserves the right to terminate the contract.

1. Requesting the removal of the defect and termination

ARTICLE 306 – The tenant may request the lessor to rectify the defect in the rented property within a reasonable period of time; if the defect is not rectified within this period, the tenant may have the defect remedied to the lessor’s account and deduct the receivable arising from this from the rental fee or may request that the rented property be replaced with a similar one that is free of defects.

If the defect eliminates or significantly hinders the suitability of the leased property for the intended use and is not remedied within the given time, the tenant may terminate the contract.

Instead of correcting the defect in the leased property, the lessor may replace it with a defect-free equivalent within a suitable period of time.

The lessor may prevent the tenant from exercising his optional rights by immediately providing a defect-free equivalent of the same good and repairing all damage suffered.

1. Reduction of the rent

ARTICLE 307 – In case of defects affecting the use of the leased property, the tenant may request a reduction in the rent in proportion to the defect, for the period from the lessor’s learning of these defects until the defect is remedied.

1. Compensation for damages

ARTICLE 308- Unless the lessor proves that he is not at fault, is obliged to pay to the tenant any damages arising from the defectiveness of the leased property.

1. Liability due to rights asserted by third parties
2. Responsibility for the record

ARTICLE 309 – If a third party claims a right in the leased property that is incompatible with the tenant’s right, the lessor is obliged to take on the lawsuit upon notification by the tenant and to compensate for any damages suffered by the tenant.

2. Third party having superior rights after the conclusion of the contract
3. Change of hands of the leased property

ARTICLE 310- If the leased property changes hands for any reason after the conclusion of the contract, the new owner becomes a party to the lease contract.

Provisions regarding expropriation are reserved.

1. Third party has limited real rights

ARTICLE 311- If, after the conclusion of the contract, a third person acquires a real right over the leased property that affects the tenant’s rights, the provisions regarding the change of ownership of the leased property shall be applied by analogy.

1. Annotation in the land registry

ARTICLE 312 – In real estate leases, the agreement may decide to record the tenant’s tenancy rights in the land registry.

1. Obligations of the tenant
2. Obligation to pay the rent
3. In general

ARTICLE 313- The tenant is obliged to pay the rent.

2. Time of performance

ARTICLE 314 – Unless there is a contract or local custom to the contrary, the tenant is obliged to pay the rent and, if necessary, additional expenses at the end of each month and at the latest at the end of the rental period.

3. Default of the tenant

ARTICLE 315 – If the tenant does not pay the rent or ancillary expenses that are due after the delivery of the leased property, the landlord may give the tenant a period of time in writing and notify him that if he does not pay within this period, he will terminate the contract.

The period to be given to the tenant is at least ten days, and at least thirty days for residential and roofed workplace leases. This period begins on the day following the date of written notice to the tenant.

1. The duty to use with care and to respect neighbors

ARTICLE 316 – The tenant is obliged to use the rented property with care in accordance with the contract and to show due respect to the people living in the immovable property where the rented property is located and to the neighbors.

In the event that the tenant violates this obligation, the lessor shall give a written notice in the case of residential and workplace leases, giving a period of at least thirty days for the violation to be remedied, otherwise the contract shall be terminated. In other lease relationships, the lessor may terminate the contract immediately with a written notice, without prior notice to the tenant.

In residential and workplace leases, if the tenant intentionally causes serious damage to the leased property, if it is understood that the period given to the tenant will be useless, or if the tenant’s behavior contrary to this obligation is intolerable for the lessor or the people living in the same property or the neighbors, the lessor may terminate the contract immediately with a written notice.

III. Obligation to pay cleaning and maintenance expenses

ARTICLE 317- The tenant is obliged to pay the cleaning and maintenance expenses necessary for the normal use of the rented property. Local customs are also taken into account in this regard.

1. Obligation to notify the lessor of defects

ARTICLE 318 – The tenant is obliged to notify the lessor without delay of any defects that he is not obliged to remedy; otherwise, he is liable for the damages arising from this.

1. The obligation to bear the elimination of defects and the presentation of the leased property.

ARTICLE 319 – The tenant is obliged to undertake efforts to eliminate defects or prevent damages in the leased property.

The tenant is obliged to allow the lessor and the third party designated by the lessor to visit and inspect the rented property to the extent that this is necessary for maintenance, sale or subsequent rental.

The lessor must notify the tenant of the works and the tours of the rented property in advance and must take into consideration the tenant’s interests while these are being carried out.

The tenant’s rights regarding the reduction of the rent and compensation for damages are reserved.

1. Special circumstances
2. Innovation and change in the leased property
3. By the lessor

ARTICLE 320 – The lessor may make innovations and changes in the leased property that do not require the termination of the lease contract and that can be expected from the tenant.

During these changes and renovations, the landlord is obliged to look after the interests of the tenant. The tenant’s rights regarding the reduction of the rental fee and compensation for damages are reserved.

2. By the tenant

ARTICLE 321- The tenant may make innovations and changes in the leased property with the written consent of the lessor.

The lessor, who consents to the innovations and changes, cannot request the return of the leased property in its former state unless agreed upon in writing.

Unless there is a written agreement to the contrary, the tenant cannot claim compensation for the increase in value of the leased property resulting from innovations and changes made with the consent of the lessor.

1. Sublease and transfer of usage rights

ARTICLE 322- The tenant may rent the leased property in whole or in part to someone else, or transfer the right of use to someone else, provided that it does not cause any change that would harm the lessor.

In residential and workplace leases, the tenant cannot rent the leased property to anyone else or transfer the right of use without the written consent of the lessor.

If the sub-lessee uses the leased property in a way other than that granted to the tenant, the tenant becomes liable to the lessor. In this case, the lessor can use the rights it has against the tenant against the sub-lessee or the person who transferred the right of use.

III. Transfer of the lease relationship

ARTICLE 323- The tenant cannot transfer the lease to someone else without the written consent of the lessor. The lessor cannot refrain from giving this consent in workplace leases unless there is a justified reason.

The person to whom the lease is transferred with the written consent of the lessor replaces the tenant in the lease agreement and the transferring tenant is released from his/her debts to the lessor.

In workplace leases, the transferring tenant is jointly and severally liable with the transferee until the end of the lease agreement and for a maximum of two years.

1. Non-use of the rented property
2. In general

ARTICLE 324- As long as the leased property is kept ready for use, the tenant is obliged to pay the rent even if it is not used for a reason caused by the tenant or is used in a limited way. In this case, the expenses that the lessor is exempt from incurring are deducted from the rent.

2. Return of the leased property before the end of the contract 2

ARTICLE 325- If the tenant returns the leased property without complying with the contract period or the termination period, the debts arising from the lease contract shall continue for a reasonable period for which the leased property can be rented under similar conditions. If the tenant finds a new tenant who can be expected to accept the lessor before the expiration of this period, who has the ability to pay and is ready to take over the lease, the debts of the tenant arising from the lease contract shall be terminated.

The lessor is obliged to deduct from the rental price the expenses he avoided incurring and the benefits he obtained by using the leased property in another way or the benefits he deliberately avoided obtaining.

1. Prohibition on waiver of exchange

ARTICLE 326 – The tenant and the lessor cannot waive in advance their right to exchange their receivables arising from the lease agreement.

1. Termination of the contract
2. Expiration of time

ARTICLE 327- If a period is determined explicitly or implicitly, the lease agreement automatically terminates at the end of this period.

In this case, if the parties continue the rental relationship without an explicit agreement, the rental agreement becomes an indefinite-term contract.

1. Notification of termination in indefinite-term lease agreements
2. In general

ARTICLE 328- In indefinite-term lease contracts, either party may terminate the contract by complying with the legal termination periods and termination notice periods, unless a longer termination notice period or another termination period has been agreed upon. In calculating the termination periods, the starting date of the lease contract shall be taken as basis.

If the termination period or notice period specified in the contract or law is not complied with, the notice shall apply to the next termination period.

2. In real estate and movable building leases

ARTICLE 329 – Each party may terminate a lease contract for an immovable property or a movable structure at the end of the lease period determined by local custom or, in the absence of such custom, at the end of the six-month lease period, by complying with the three-month termination notice period.

3. In movable rents

ARTICLE 330- Each party may terminate a lease contract for a movable property at any time by complying with the termination notice period of three days in advance.

The tenant of a movable property that the lessor rents out as part of his professional activity and is for the private use of the tenant may terminate the lease agreement by giving a termination notice at least one month in advance of the end of the three-month lease period. In this case, the lessor has no right to demand compensation for his damages.

III. Extraordinary termination

1. Important reasons 2

ARTICLE 331- Each party may terminate the contract at any time by complying with the legal termination notice period, if there are important reasons that make the continuation of the tenancy relationship unbearable for it.

The judge, taking into account the circumstances and conditions, decides on the monetary consequences of the termination notice.

2. Bankruptcy of the tenant

ARTICLE 332- If the tenant goes bankrupt after the delivery of the leased property, the lessor may request that security be provided for the rental fees to be accrued.

The lessor shall give the tenant and the bankruptcy estate a suitable period in writing for the provision of security. If the security is not provided within this period, the lessor may terminate the contract immediately without complying with any termination notice period.

3. Death of the tenant

ARTICLE 333- In case of death of the tenant, his heirs may terminate the contract at the end of the nearest termination period by complying with the legal termination notification period.

1. Return of the leased property
2. In general

ARTICLE 334 – The tenant is obliged to return the leased property in the same condition in which it was received at the end of the lease contract. However, the tenant is not responsible for any wear and tear or deterioration in the leased property resulting from use in accordance with the contract.

Agreements that require the tenant to undertake in advance to pay compensation other than compensation for damages arising from use contrary to the contract, in the event of termination of the contract, are invalid.

1. Review of the leased property and notification to the tenant

ARTICLE 335- The lessor must review the condition of the leased property at the time of return and immediately notify the tenant in writing of any deficiencies or defects for which the lessee is responsible. If this notification is not made, the lessee is relieved of all liability. However, in the event of deficiencies or defects that cannot be determined by ordinary inspection at the time of receipt, the lessee’s liability continues. When the lessor determines such deficiencies or defects, he must immediately notify the tenant in writing.

1. Lessor’s right of detention
2. Subject

ARTICLE 336 – In immovable leases, the lessor has the right of lien on the movables in the leased property and used for furnishing or using the leased property, as security for the one-year and six-month rent that has accrued.

The lessor’s right of lien also covers the movable properties of the same nature brought to the leased property by the sub-tenant, provided that it does not exceed the rent debt of the sub-tenant to the main tenant.

The right of lien cannot be exercised on the tenant’s non-seizable goods.

1. Goods belonging to third parties

ARTICLE 337 – The rights of third parties over the property which the lessor knows or should know does not belong to the tenant, and over the property which has been stolen, lost or otherwise removed from the possession of the owner against his will, take precedence over the lessor’s right of detention.

If the lessor learns during the lease agreement that the movables brought to the tenant by the tenant are not the property of the tenant, and does not terminate the agreement by the end of the nearest termination period, he loses his right of lien on these items.

III. Exercise of the right

ARTICLE 338- If the tenant wishes to move or move the movables in the rented property to another location, the lessor may retain the movables in an amount that will ensure the security of his receivables, by decision of the judge of the peace or the enforcement officer.

If the goods subject to the detention order are taken secretly or by force, they shall be returned to the rented property with the assistance of law enforcement within ten days from the date of their removal.

SECOND DIFFERENCE

Residential and Roofed Workplace Rents

1. Field of application

ARTICLE 339 – The provisions regarding the rental of houses and workplaces with roofs are also applied to the property left to the tenant to use. However, these provisions do not apply to the rental of real estates that are allocated for temporary use due to their nature for a period of six months or less. does not apply to rentals.

These provisions also apply to all lease agreements made by public institutions and organizations, regardless of the procedures and principles.

1. Linked contract 2

ARTICLE 340 – If the establishment or continuation of the contract in residential and workplace leases is dependent on the tenant undertaking a debt that is not directly related to the use of the leased property, without the benefit of the tenant, the contract related to the lease is invalid.

1. Usage expenses

ARTICLE 341 – In residential and workplace leases, the tenant is obliged to bear usage expenses such as heating, lighting and water, unless otherwise stipulated in the contract or there is a local custom to the contrary.

The party incurring the expenses must provide the other party with a copy of the documents proving these expenses upon request.

1. Tenant’s guarantee 2

ARTICLE 342 – If the tenant is obliged to provide security in the lease of residential and workplace leases, this security cannot exceed three months’ rent.

If it is decided to give money or valuable documents as security, the tenant shall deposit the money in a term savings account and deposit the valuable documents in a bank, so that they cannot be withdrawn without the approval of the lessor. The bank may return the security only with the consent of both parties or upon the finalization of the enforcement proceedings or based on a final court decision.

If the lessor has not notified the bank in writing that he has filed a lawsuit against the tenant regarding the lease agreement or initiated enforcement or bankruptcy proceedings within three months following the termination of the lease agreement, the bank is obliged to return the security upon the request of the tenant.

1. Rental fee
2. In general 2

ARTICLE 343- No changes can be made to the detriment of the tenant in lease agreements, except for the determination of the rental fee.

1. Determination 2

ARTICLE 344 – The agreements of the parties regarding the rental fee to be applied in the renewed rental periods are valid provided that it does not exceed the rate of change according to the twelve-month averages in the consumer price index in the previous rental year. This rule also applies to rental contracts with terms longer than one year.

If the parties have not made an agreement on this issue, the rental fee is determined by the judge on an equitable basis, taking into account the condition of the rented property, provided that it does not exceed the rate of change in the consumer price index according to the twelve-month averages of the previous rental year.

Regardless of whether the parties have made an agreement on this matter, in lease agreements of more than five years or renewed after five years and at the end of every five years thereafter, the rental fee to be applied in the new rental year shall be determined by the judge in an equitable manner, taking into account the rate of change in the consumer price index according to the twelve-month averages, the condition of the leased property and comparable rental prices. The rental fee determined in this manner in the rental year after every five years may be changed in accordance with the principles in the previous paragraphs.

If the rental fee is determined in foreign currency in the contract, the rental fee cannot be changed until five years have passed, provided that the provisions of the Law on the Protection of the Value of Turkish Currency No. 1567 dated 20/2/1930 are reserved. However, the provision of Article 138 of this Law titled “Excessive difficulty of performance” is reserved. After five years have passed, the provision of the third paragraph shall be applied in determining the rental fee, taking into account the changes in the value of the foreign currency.

III. Time limit for filing a lawsuit and effect of the decision

ARTICLE 345- A lawsuit regarding the determination of the rental fee can be filed at any time.

However, if this lawsuit is filed at least thirty days before the beginning of the new period or before the end of the following new lease period, provided that the lessor has given written notice to the tenant that the rent will be increased within this period, the rent determined by the court will bind the tenant as of the beginning of this new lease period.

If there is a provision in the contract stating that the rent will be increased in the new lease period, the rent determined by the court in the lawsuit filed until the end of the new lease period will also be valid from the beginning of this new period.

1. Prohibition of regulation against the tenant 2

ARTICLE 346- No payment obligation other than the rent and ancillary expenses can be imposed on the tenant. In particular, if the rent is not paid on time, a penalty shall be imposed. Agreements that stipulate that the rental fee will be paid or that subsequent rental fees will become due are invalid.

1. Termination of the contract for residential and roofed workplace leases
2. By notification
3. In general

ARTICLE 347- In residential and workplace leases, unless the tenant notifies at least fifteen days before the expiration of the fixed-term contracts, the contract is deemed to have been extended for one year under the same conditions. The lessor cannot terminate the contract based on the expiration of the contract period. However, at the end of the ten-year extension period, the lessor may terminate the contract without giving any reason, provided that he notifies at least three months before the end of each subsequent extension year.

In indefinite-term lease agreements, the tenant may terminate the agreement at any time, and the lessor may terminate the agreement after ten years from the beginning of the lease, by giving notice of termination in accordance with the general provisions.

In cases where the right of termination can be exercised according to general provisions, the lessor or the tenant may terminate the contract.

2. Validity of notification
3. Figure

ARTICLE 348 – The validity of the termination notice for residential and workplace leases depends on it being made in writing.

1. Family residence

ARTICLE 349 – In real estate leased to be used as a family residence, the tenant cannot terminate the lease agreement without the express consent of his/her spouse.

If it is not possible to obtain this consent or if the spouse refrains from giving his/her consent without justified reason, the tenant may ask the judge to make a decision on this matter.

If the non-tenant spouse becomes a party to the lease agreement by notifying the lessor, the lessor must notify the tenant and the spouse separately of the termination notice and a payment period dependent on the termination notice.

1. Through litigation
2. Due to reasons arising from the lessor
3. Need, reconstruction and development

ARTICLE 350- The lessor shall execute the lease agreement;

1. If there is a need to use the rented property as a residence or workplace for himself, his spouse, descendants, ancestors or other persons he is obliged to look after by law,
2. If the leased property requires major repair, expansion or alteration for reconstruction or development purposes and the use of the leased property is impossible during these works,

In fixed-term contracts, it can be terminated at the end of the term, and in indefinite-term contracts, it can be terminated by filing a lawsuit within one month starting from the date determined in accordance with the termination period and the periods foreseen for termination notification in accordance with the general provisions on rent.

1. Requirements of the new owner

ARTICLE 351 – If the person who acquires the leased property later has to use it as a residence or workplace for himself, his spouse, his descendants, his ancestors or other persons he is obliged to look after by law, he may terminate the lease contract by filing a lawsuit after six months, provided that he notifies the tenant in writing within one month from the date of acquisition.

The person who subsequently acquired the leased property may, if he wishes, exercise his right to terminate the contract due to necessity by filing a lawsuit within one month from the end of the contract period.

2. Due to reasons arising from the tenant

ARTICLE 352 – If the tenant, after the delivery of the leased property, undertakes in writing to the lessor to vacate the property on a certain date but does not vacate it, the lessor may terminate the lease agreement by applying for enforcement or filing a lawsuit within one month from this date.

If the tenant has caused two justified written notices to be given to him because he did not pay the rent during the lease period for lease contracts of less than one year, or within one lease year or more than one lease year for lease contracts of one year or more, the landlord may terminate the lease contract through a lawsuit within one month starting from the end of the lease period and the lease year in which the notices were given for leases of more than one year.

If the tenant or his/her spouse has a suitable residence within the municipal borders of the same district or town, and the lessor does not know about this at the time of the conclusion of the lease agreement, he/she may terminate the agreement through a lawsuit within one month from the end of the agreement.

3. Extension of the trial period

ARTICLE 353- If the lessor notifies the tenant in writing that he will file a lawsuit within the period specified for filing the lawsuit at the latest, the period for filing the lawsuit is deemed to be extended for one rental year.

4. Limitation of causes of action 2

ARTICLE 354 – Provisions regarding the termination of the lease agreement through litigation cannot be changed to the detriment of the tenant.

5. Prohibition on re-leasing

ARTICLE 355- When the lessor ensures that the leased property is vacated for need, he cannot rent the property to anyone other than the previous tenant without a justified reason, for a period of three years.

The real estates that are vacated for reconstruction and development purposes cannot be rented to someone else in their old condition without a justified reason for three years. The old tenant has the right of priority to rent the real estates that have been rebuilt and developed in their new condition and with the new rental price. This right must be exercised within one month following the written notification by the lessor; unless this right of priority is terminated, the real estate cannot be rented to someone else before three years have passed.

If the lessor acts contrary to these provisions, he is obliged to pay compensation to the former tenant not less than one year’s rent paid in the last rental year.

6. Continuity of the contract in the event of the death of the tenant

ARTICLE 356 – Partners of the deceased tenant or the heirs of these partners who practice the same profession and craft and those who live in the same house with the deceased tenant may continue the lease agreement as parties, as long as they comply with the agreement and the provisions of the law.

THIRD SECTION

Product Rental

1. Definition

ARTICLE 357- Product lease is a contract in which the lessor undertakes to leave to the lessee the use of a thing or right that provides products and the collection of the products in return for a fee.

Product-based rent is a product rent in which the rental fee is determined as a certain percentage of the product to be collected. If this rate is not agreed upon in a contract, it is determined according to local custom.

1. Application of general provisions

ARTICLE 358- Unless there is a special provision regarding product rental in this division, the general provisions regarding the rental contract shall apply.

1. Preparation of minutes

ARTICLE 359 – If the rental contract includes vehicles and equipment, animals, transferred goods or stockpiled goods, the parties are obliged to evaluate their values together, prepare two copies of them in a report, sign them and give them to each other.

1. Lessor’s obligations
2. Delivery obligation

ARTICLE 360 – The lessor is obliged to deliver the leased property, including any movable properties leased together, to the lessee in a condition suitable for use and operation in accordance with the purpose of the contract and to keep it in this condition during the term of the contract.

1. Major repairs

ARTICLE 361 – The lessor is obliged to carry out essential repairs that must be made during the lease period, as soon as the tenant notifies him, at his own expense.

1. Obligations of the tenant
2. Obligation to pay the rent and additional expenses
3. In general

ARTICLE 362 – Unless there is a provision to the contrary in the contract or local custom, the tenant is obliged to pay the rent and ancillary expenses at the end of each rental year and at the latest at the end of the rental period.

If the tenant does not pay the rent or additional expenses due after the delivery of the leased property, the landlord may give the tenant a notice of at least sixty days in writing, and may notify him that he will terminate the contract if he does not pay within this notice period.

2. Discount on rental fee in extraordinary circumstances

ARTICLE 363- If the usual productivity of an agricultural property is significantly reduced due to extraordinary disasters or natural events, the tenant may request a proportionate amount to be deducted from the rental fee.

Waiver of this right at the outset is only valid if the possibility of such situations occurring has been taken into account when determining the rental fee or if the resulting damage has been covered by insurance.

1. Obligation to use and operate the leased property

ARTICLE 364 – The tenant shall use the leased property in accordance with the purpose for which it was allocated. and is obliged to operate it in a good manner, and especially to keep it in a condition suitable for yielding products.

The tenant cannot change the operating method of the leased property in a way that can have an effect after the end of the lease period without the permission of the lessor.

III. Duty of care

ARTICLE 365- The tenant is obliged to ensure the proper maintenance of the rented property.

The tenant must carry out minor repairs in accordance with local customs and replace low-value tools and equipment that are broken or destroyed by use.

1. Prohibition on sublease and transfer of usage rights

ARTICLE 366- The tenant cannot rent the leased property to someone else without the consent of the lessor, nor can he transfer the right of use and operation to someone else. However, the tenant may rent certain areas in the leased property, provided that it does not require a change that will cause damage to the lessor.

The rules regarding subleasing are applied by analogy to these lease agreements made by the tenant with someone else.

1. Termination of the contract
2. Reasons for termination
3. Expiration of time

ARTICLE 367 – A fixed-term lease contract automatically terminates at the end of the term.

However, if the parties implicitly continue the contract, the lease agreement is deemed to be renewed for one year, unless otherwise agreed.

The renewed lease agreement can be terminated at the end of each lease year by complying with the legal notice period.

2. Notice of termination

ARTICLE 368 – In an indefinite-term contract, if the termination notice period is not determined by the contract or local custom, either party may terminate the contract, provided that a notice period of at least six months is observed.

Unless otherwise agreed, termination notice may be given for the spring or autumn seasons, as locally applicable, for agricultural real estate product leases; and for other product leases, at any time.

3. Extraordinary termination
4. Important reasons

ARTICLE 369 – If there are important reasons that make the continuation of the tenancy relationship unbearable for one of the parties, the party may terminate the contract at any time by complying with the legal termination notice period.

The judge decides on the monetary consequences of the extraordinary termination notice, taking into account the circumstances and conditions.

1. Bankruptcy of the tenant

ARTICLE 370- In case of bankruptcy of the tenant, the contract automatically ends at the moment the bankruptcy is opened. However, the lessor is obliged to continue the contract until the end of the rental year, provided that sufficient security is provided for the ongoing rent and the items recorded in the minutes.

1. Death of the tenant

ARTICLE 371- In case of death of the tenant, his heirs and the lessor may terminate the contract, provided that they comply with the six-month legal termination notice period.

1. Consequences of termination
2. Return

ARTICLE 372- At the end of the rental period, the tenant is obliged to return the rented property together with all the items recorded in the minutes and in the same condition as they were.

The tenant is obliged to pay compensation for any depreciation in value that could have been avoided in the event of good operation.

The tenant cannot claim compensation for any increases in value that occur within the scope of the care he is obliged to show to the leased property.

2. Items recorded in the minutes

ARTICLE 373- If the goods recorded in the minutes have been valued when the leased property is delivered, the tenant is obliged to return them in the same type and value or to eliminate any deficiencies in value when the lease agreement ends.

The tenant may avoid returning the property or paying compensation by proving the lessor’s fault or the existence of force majeure.

The tenant may claim compensation for the increase in value resulting from his own expenses or labor.

3. Product and cultivation expenses

ARTICLE 374 – The tenant of an agricultural property cannot claim any rights over the products that have not yet been harvested at the time the lease agreement ends.

However, the tenant may claim compensation from the lessor for the amount of agricultural expenses incurred for the cultivation of the crop, to be determined by the judge, and this compensation will be deducted from the rents accrued.

4. Straw, manure and the like

ARTICLE 375 – The tenant who returns the leased property is obliged to leave the last year’s hay, animal bedding, dry grass and fertilizer in the leased property, at the rate required for a regular operation.

If the tenant leaves more than he took, he has the right to demand compensation for the excess he left; if he leaves less than he took, he is obliged to complete the deficiencies or compensate for the decrease in value.

1. Animal rent
2. Subject

ARTICLE 376 – In the lease of ruminant animals not connected with the lease of an agricultural real estate, all products of the leased animals during the lease period belong to the tenant, unless there is an agreement or local custom to the contrary.

The tenant is obliged to feed the rented animals, take good care of them, and pay the lessor money or a certain share of the produce obtained from the animals.

1. Responsibility

ARTICLE 377- Unless there is an agreement or local custom to the contrary, the tenant is liable for any damage suffered by the rented animals unless he proves that this damage occurred despite the care and attention shown in protecting them.

The tenant may claim compensation from the lessor for extraordinary protection expenses not caused by his own fault.

The tenant is obliged to report any major accidents or illnesses to the landlord without delay.

III. Termination

ARTICLE 378- Unless there is an agreement or local custom to the contrary, each party may terminate a contract made for an indefinite period at any time.

However, termination cannot be made in a manner that is contrary to the rules of honesty or at an inappropriate time.

CHAPTER FIVE

Loan Agreements

FIRST DISCRIMINATION

Usage Loan

1. Definition

ARTICLE 379 – A loan for use contract is a contract in which the lender undertakes to leave the use of a thing to the borrower without consideration and the borrower undertakes to return the thing after use.

1. Provisions
2. Borrower’s right of use

ARTICLE 380 – The borrower may use the subject of the loan only in the manner agreed upon in the contract, or if there is no provision in the contract, according to its nature or the purpose for which it is allocated.

The borrower cannot let anyone else use the loaned item.

The borrower is also liable for damages arising from unexpected circumstances in cases where he acts contrary to these provisions. However, he is exempted from liability if he proves that the damage would have occurred even if he had complied with these provisions.

1. Maintenance and protection expenses

ARTICLE 381 – The borrower is obliged to cover the ordinary maintenance and protection expenses of the loaned object.

The borrower may request payment of extraordinary expenses that he had to incur for the benefit of the lender.

III. Joint and several liability

ARTICLE 382- Those who borrow something together are jointly and severally liable for it.

1. Termination
2. In the use for the specified purpose

ARTICLE 383- If no specific period of time is stipulated for use, the contract ends when the borrower has used the subject of the loan in accordance with the contract or when a sufficient period of time has passed for him to use it.

If the borrower uses the loaned object in violation of the contract, spoils it or gives it to someone else to use, or if the lender’s urgent need arises due to an unknown situation, the lender may demand the thing back sooner.

1. In use for an unspecified purpose

ARTICLE 384- If the loan is given without specifying the subject, duration and purpose of use, the lender may request it back at any time.

III. Death of the borrower

ARTICLE 385- The usage loan agreement automatically terminates upon the death of the borrower.

SECOND DIFFERENCE

Consumption Loan

1. Definition

ARTICLE 386- A consumption loan contract is a contract in which the lender undertakes to transfer a sum of money or a consumable thing to the borrower, and the borrower undertakes to return the thing in the same quality and quantity.

1. Provisions
2. Interest
3. In general

ARTICLE 387- Interest cannot be claimed in a non-commercial consumption lending contract unless agreed upon by the parties.

In a commercial consumption lending contract, interest may be requested even if not agreed upon by the parties.

2. Special rules regarding interest

ARTICLE 388 – If the interest rate is not specified in the consumption loan agreement, as a rule, the interest rate valid for such loans at the time and place of borrowing is applied.

Unless otherwise stated in the contract, the determined interest is paid annually.

It cannot be decided to re-calculate interest by adding the interest to the principal.

1. Statute of Limitations

ARTICLE 389- The borrower’s demand for the delivery of the loaned thing and the lender’s demand for the receipt of the loaned thing become time-barred after six months have passed since the other party became in default.

III. Inability of the borrower to pay

ARTICLE 390 – If the borrower becomes insolvent after the conclusion of the loan agreement, the lender may refrain from delivering the loaned item.

The lender has the same right if he later learns that the borrower was insolvent before the conclusion of the contract.

1. Things given instead of money

ARTICLE 391- If the borrower is given valuable documents or commercial goods instead of the money agreed upon in the contract, the amount of the debt is calculated according to the stock exchange or market value of these at the time and place of delivery; otherwise the contract is invalid.

1. Return time

ARTICLE 392 – If there is no agreement on a specific day or notice period for the repayment of the loan or if the debt becomes due at the time of repayment, the borrower is not obliged to repay the loan until six weeks have passed from the first request.

CHAPTER SIX

Service Agreements

FIRST DISCRIMINATION

General Service Agreement

1. Definition

ARTICLE 393- Service contract is a contract in which the worker undertakes to work for a certain or indefinite period of time, dependent on the employer, and the employer undertakes to pay him wages according to the time or work done.

Contracts in which the employee undertakes to perform a service for the employer on a part-time basis are also service contracts.

The provisions regarding the general service contract shall apply to the apprenticeship contract by analogy; the provisions of special laws are reserved.

1. Establishment

ARTICLE 394- Unless otherwise provided by law, the service contract is not bound to a specific form.

If a person undertakes a job that can only be done for a fee, depending on the requirements of the situation, for a certain period of time and this job is accepted by the employer, an employment contract is deemed to have been established between them.

A service contract that is later found to be invalid will have all the provisions and consequences of a valid service contract until the service relationship is terminated.

1. Worker’s debts
2. Personal duty to work

ARTICLE 395- Unless the contrary is understood from the contract or the requirements of the situation, the worker is obliged to personally perform the work he has undertaken.

1. Duty of care and loyalty

ARTICLE 396- The worker must diligently carry out the work he has undertaken and act faithfully in protecting the legitimate interests of the employer.

The worker is obliged to use the employer’s machines, tools and equipment, technical systems, facilities and vehicles in accordance with the procedure and to take care of the materials delivered to him/her for the performance of the work.

As long as the employment relationship continues, the worker cannot provide services to a third party in return for a fee in violation of his duty of loyalty and, in particular, cannot compete with his own employer.

The worker cannot use information he/she has learned during his/her employment, especially production and business secrets, for his/her own benefit or disclose them to others during the employment relationship. The worker is obliged to keep the secret even after the termination of the employment relationship, to the extent necessary to protect the legitimate interests of the employer.

III. Obligation of delivery and accountability

ARTICLE 397 – The worker is obliged to immediately return to the employer any items, especially money, received from a third party during the performance of the work he has undertaken, and to give an account of these.

The worker is obliged to immediately return to the employer anything he has obtained as a result of the performance of the service.

1. Overtime debt

ARTICLE 398- Overtime work is defined in the relevant laws. It is work done beyond the normal working hours and with the consent of the worker. However, if a job that requires working more than the normal hours arises and the worker is in a position to do so and it would be against the rules of honesty to avoid it, the worker is obliged to perform the overtime, provided that compensation is paid.

The provisions of special laws are reserved.

1. Obligation to comply with regulations and instructions

ARTICLE 399- The employer may make general regulations and give specific instructions regarding the performance of work and the behavior of workers in the workplace. Workers must comply with these to the extent required by the rules of honesty.

1. Responsibility of the worker

ARTICLE 400- The worker is responsible for any damage caused to the employer through his fault.

In determining this responsibility, whether the job is dangerous or not, whether it requires expertise and training, and the employee’s abilities and qualifications that are known or should be known by the employer are taken into consideration.

1. Employer’s obligations
2. Obligation to pay wages
3. Fee
4. In general

ARTICLE 401 – The employer is obliged to pay the worker a comparable wage determined in the contract or collective labor agreement, or in cases where there is no provision in the contract, not less than the minimum wage.

1. Overtime pay

ARTICLE 402 – The employer is obliged to pay the worker at least fifty percent more than the normal wage for overtime work.

With the employee’s consent, the employer may grant leave in proportion to the overtime work instead of overtime pay at a suitable time.

1. Receiving a share of the result of the work

ARTICLE 403- If it is agreed in the contract that the worker will be given a certain share of the production, turnover or profit along with the wage, this share is determined at the end of the accounting period, taking into account legal provisions or generally accepted commercial principles.

In cases where it is decided to give a certain share to the employee, if there is no agreement on the calculation of the share, the employer must inform the employee or an expert they have agreed on in their place or appointed by the judge and present the books and documents related to the business that form the basis of the information for examination; if it is decided to give a share of the profit, the employer must also give the employee the year-end profit and loss statement upon request.

1. Brokerage fee

ARTICLE 404 – If the employer has decided that a fee will be paid to the worker in return for his/her mediation in certain works, the worker’s right to request arises when the transaction for which mediation is made is validly established with the third party.

In contracts and insurance contracts where debts will be paid in parts, it may be agreed in writing that the fee claim for each part will arise when the debt related to this part becomes due or is fulfilled.

If the contract established between the employer and a third party through the mediation of the employee is not performed by the employer without fault or if the third party does not fulfill its obligations, the right to demand wages is terminated. In the event of only partial performance, a proportional deduction is made from the wage.

If the contract does not oblige the employee to keep an account of the brokerage fee to be paid to him/her, the employer is obliged to give the employee a written account for each period in which the fee is due, including the transactions subject to this fee.

If the need to review the account arises, the employer must inform the employee or, in his place, the expert they have agreed upon or appointed by the judge, and submit the books and documents related to the business on which the information is based for his review.

1. Bonus

ARTICLE 405- The employer may give special bonuses to his employees on certain days such as holidays, New Year’s Eve and birthdays. However, the employees’ right to request the bonus arises in the event of an agreement on this matter or a working condition or a unilateral commitment by the employer.

If the service contract ends before the period in which the bonus is given, the part of the bonus reflected in the period worked is paid.

2. Payment of fee
3. Payment period

ARTICLE 406- Unless there is a custom to the contrary, the worker’s wages are paid at the end of each month. However, shorter payment periods may be determined by the service contract or collective labor agreement.

Unless a shorter payment period has been agreed upon or there is no custom to the contrary, the brokerage fee is paid at the end of each month. However, if the execution of transactions requires a period longer than six months, the payment may be postponed to a later date by written agreement, provided that the brokerage fee is agreed upon in addition to the main fee.

In cases where a share is to be paid from the production in addition to the main wage, the share must be determined and paid as soon as the product share is determined, and in cases where a share is decided to be given from the turnover or profit, the share must be determined and paid within three months at the latest following the accounting period.

The employer is obliged to pay an advance payment to the employee in proportion to his service if his urgent need arises and if he is in a position to pay on the basis of equity.

1. Protection of wages

ARTICLE 407- The Presidency is authorized to oblige employers to pay the wages, bonuses, and all kinds of entitlements of the employees in question by depositing them into a specially opened bank account, taking into account the type of tax liability they are subject to, the size of the business, the number of employees they employ, the province where the workplace is located and similar factors, and to determine whether the wages, bonuses, and all kinds of entitlements to be deposited into the bank account will be gross or the net amount remaining after deducting legal deductions. Employers who are subject to the obligation to pay the wages, bonuses, and all kinds of entitlements of the employees they employ through specially opened bank accounts cannot pay the wages, bonuses, and all kinds of entitlements of their employees other than through specially opened bank accounts. An account slip is given to the employee in each payment period. Other procedures and principles regarding the payment of workers’ wages, premiums, bonuses and all kinds of entitlements of this nature by depositing them into a specially opened bank account are regulated by a regulation to be jointly issued by the said ministries.

The employer cannot exchange the receivables from the employee with the wage debt without the employee’s consent. However, receivables arising from a damage determined by a court decision that the worker caused intentionally can be set off up to the seizable part of the wage.

Agreements stating that the wage will be used in favor of the employer are invalid.

3. Wage in case of obstruction of performance of the work act
4. In case of default by the employer

ARTICLE 408- If the employer prevents the performance of the work obligation through his fault or defaults in accepting the obligation, he is obliged to pay the worker his wages and cannot ask the worker to perform this obligation later. However, the expenses that the worker avoids due to this obstruction and the benefits he gains by doing another job or knowingly avoids gaining are deducted from his wages.

1. In case the worker stops working

ARTICLE 409 – If, in a long-term employment relationship, the employee is unable to perform the work for a short period of time in proportion to the time worked, due to illness, military service, work arising from the law, or similar reasons, without his fault, the employer is obliged to pay the employee a fair wage for that period, unless compensated in another way.

4. Seizure, transfer and pledge of wage receivables

ARTICLE 410- More than one-fourth of the workers’ wages cannot be seized, transferred to another person or mortgaged. However, the amount to be determined by the judge for the family members the worker is obliged to support is not included in this rate. The rights of alimony creditors are reserved.

Any assignment or pledge of future receivables is invalid.

5. Piece work or lump sum work
6. Giving employment

ARTICLE 411 – If the worker has undertaken to do only piecework or lump sum work for a single employer in accordance with the contract, the employer is obliged to give him sufficient work.

If the employer is unable to provide piecework or lump sum work as stipulated in the contract without his own fault, or if the conditions of the business temporarily require it, he shall pay the worker the wage on a time basis. In this case, if the wage to be paid on a time basis is not specified in the agreement or in the service or collective labor agreement, the employer is obliged to pay the worker a wage on a piecework or lump sum basis equivalent to the average wage he previously received.

The employer who cannot provide work on a piece-rate or lump sum basis or on a time basis is obliged to pay at least the wages he would pay for work on a time basis in accordance with the provisions of default in accepting the act of work.

1. Unit fee

ARTICLE 412 – If the worker undertakes to work on a piece-rate or lump sum basis in accordance with the contract, the employer is obliged to inform him of the unit wage to be paid before the start of each job.

An employer who fails to make this notification is liable to pay the unit wage determined for the same or similar job.

1. Work tools and materials

ARTICLE 413- Unless there is an agreement or local custom to the contrary, the employer is obliged to provide the worker with the necessary tools and materials for the job.

If the worker uses his own tools or materials for the job, in agreement with the employer, the employer is obliged to pay the worker an appropriate compensation for this, unless otherwise agreed upon in the agreement or there is a local custom.

III. Expenses

1. In general

ARTICLE 414 – The employer is obliged to pay all expenses required for the performance of the work and, if the employee is employed outside the workplace, also the expenses necessary for his/her livelihood.

In a written service or collective labor agreement, it may be foreseen that the expenses that are decided to be covered by the worker personally will be paid to the worker in a lump sum on a daily, weekly or monthly basis. However, this payment cannot be less than the amount that will cover the necessary expenses.

Agreements that require the employee to cover compulsory expenses in whole or in part are invalid.

2. Transport vehicles

ARTICLE 415 – If the worker uses a transport vehicle provided by the employer or by himself in agreement with the employer to perform the work, the ordinary expenses required for the operation and maintenance of the vehicle shall be covered by the employer to the extent that it is used for the service.

If the employee uses his/her own motor vehicle in the performance of the job, by agreement with the employer, the employer is also obliged to pay the tax related to this vehicle, the compulsory liability insurance premium and an appropriate compensation for the wear and tear of the vehicle to the employee to the extent that it is used for the service.

If the worker uses other means of transport and animals belonging to him in the performance of the service, by agreement with the employer, the employer is obliged to cover the ordinary expenses required for the use and maintenance of these to the extent that they are used for the service.

3. Payment of expenses

ARTICLE 416 – The worker’s receivables arising from the expenses he has incurred, unless a shorter period has been agreed upon or there is no local custom, is paid together with the fee each time.

If the worker regularly incurs expenses to fulfil his contractual obligations, he will be given an appropriate advance payment at certain intervals, at least once a month.

1. Protection of the worker’s personality
2. In general

ARTICLE 417 – The employer is obliged to protect and respect the personality of the employee in the employment relationship, to ensure an order in the workplace that complies with the principles of honesty, and to take the necessary measures, especially to prevent psychological and sexual harassment of employees and to prevent further harm to those who have been subjected to such harassment.

The employer is obliged to take all necessary precautions to ensure occupational health and safety in the workplace and to keep the tools and equipment fully available; and the workers are obliged to comply with all measures taken regarding occupational health and safety.

Compensation for damages resulting from the death of the employee, damage to physical integrity or violation of personal rights due to the employer’s behavior contrary to the law and the contract, including the above provisions, is subject to the provisions of liability arising from breach of contract.

2. Working in a home environment

ARTICLE 418- If the worker lives with the employer in a household, the employer is obliged to provide sufficient food and suitable shelter.

If the worker cannot perform his/her work due to reasons such as illness or accident without his/her fault, the employer must provide care and treatment for a worker who has worked for up to one year and who cannot benefit from social security benefits for a period of two weeks. For each year of service exceeding one year, the said period is increased by two days, not to exceed four weeks.

The employer is obliged to fulfill the same obligations in case the employee is pregnant or gives birth.

3. In the use of personal data

ARTICLE 419 – The employer may use personal data belonging to the employee only to the extent that it is related to the employee’s aptitude for the job or is necessary for the performance of the service contract.

Special law provisions are reserved.

1. Penalty condition and discharge

ARTICLE 420 – Penalty clauses placed solely against the worker in service contracts are invalid.

The discharge agreement regarding the receivables of the employee from the employer must be in writing, at least one month must have passed from the termination of the agreement as of the discharge date, the type and amount of the receivable subject to discharge must be clearly stated, and the payment must be made in full and through a bank in proportion to the amount of the right. Discharge agreements or discharges that do not contain these elements are absolutely null and void.

Release agreements or other payment documents containing a release declaration that do not include the actual payment of the right are considered as receipts limited to the amount they contain. Even in this case, payments must be made through a bank.

The provisions of the second and third paragraphs shall also apply to all compensation claims arising from the employment contract, including those that may be claimed by those deprived of support and other relatives of the worker.

1. Holidays and leaves
2. Weekend holiday and job search leave

ARTICLE 421- The employer is obliged to give the worker a full working day off every week, as a rule, on Sunday or if the situation and conditions do not allow this.

In case of termination of an indefinite-term employment contract, the employer is obliged to grant the employee two hours of leave per day to search for work during the notice period, without any deduction from his/her wage.

In determining leave hours and days, the legitimate interests of the workplace and the employee are taken into consideration.

2. Annual leave
3. Duration

ARTICLE 422 – The employer is obliged to grant at least two weeks of paid annual leave to employees who have worked for at least one year, and at least three weeks of paid annual leave to employees under eighteen and over fifty.

1. Discount

ARTICLE 423- If the worker does not perform his/her service for more than one month in total due to his/her own fault within a year of service, the employer may deduct one day from the annual paid leave period for each full month not worked.

If the employee is unable to perform his/her work for a maximum of three months within a year of service due to reasons related to his/her personality, such as illness, accident, fulfillment of a legal obligation or public duty, without his/her own fault, the employer cannot make a deduction from the annual paid leave period.

The employer cannot make any deductions from the annual paid leave period of a female employee who cannot perform her work for a maximum of three months due to pregnancy or giving birth.

No regulation can be made in service or collective labor agreements that would be detrimental to the worker and that is contrary to the provisions of the second and third paragraphs.

1. Usage

ARTICLE 424- Annual paid leaves are, as a rule, given continuously; however, they can also be used by dividing them into two by agreement of the parties.

The employer determines the annual paid leave dates by taking into account the wishes of the employee to the extent that they are compatible with the interests of the workplace or home order.

1. Fee

ARTICLE 425 – The employer is obliged to pay the annual paid leave wage to each employee in advance or as an advance payment before the employee starts the leave.

As long as the employment relationship continues, the employee cannot waive his/her right to annual paid leave in exchange for money or other benefits he/she will receive from the employer.

In the event of termination of the employment contract for any reason, the wages for the annual leave periods to which the worker is entitled but cannot use shall be paid to the worker or the beneficiaries based on the wages on the date of termination of the contract. The statute of limitations for this wage shall begin to run on the date of termination of the employment contract.

VII. Service certificate

ARTICLE 426- The employer may, at any time, determine the type of work upon the request of the employee. and is obliged to provide a service certificate containing the date of service and duration.

If the worker makes a clear request, his/her skills in performing the job, attitudes and behaviors are also stated in the service document.

The employee who is harmed by the failure to provide the service document on time or by the incorrect information in the document, or the new employer who employs the employee, may request compensation from the former employer.

1. Industrial and intellectual property rights

ARTICLE 427 – Special law provisions apply to the rights of the employee and the employer on service inventions, their acquisition and other industrial and intellectual property rights.

1. Transfer of service relationship
2. Transfer of all or part of the workplace

ARTICLE 428 When the whole or a part of a workplace is transferred to someone else through a legal transaction, the service contracts existing in the workplace or a part of it on the date of transfer are transferred to the transferee together with all its rights and obligations.

In terms of the employee’s rights related to his/her length of service, the date on which he/she starts working for the transferring employer is taken as basis.

In the event of a transfer in accordance with the above provisions, the transferor and the transferee employer are jointly and severally liable for debts that arose before the transfer and are due to be paid on the date of transfer. However, the liability of the transferor employer arising from these obligations is limited to two years from the date of transfer.

1. Transfer of the contract

ARTICLE 429 – The employment contract can only be transferred permanently to another employer with the written consent of the employee.

With the transfer, the transferee becomes the employer party to the service contract, with all its rights and obligations. In this case, the date the employee starts working for the transferring employer is taken as basis in terms of the employee’s rights related to the length of service.

1. Termination of the contract
2. Fixed-term contract

ARTICLE 430- Fixed-term service contract, Unless otherwise agreed, it automatically terminates at the end of the term without the need for notice of termination.

If a fixed-term contract is continued implicitly after its expiration, it becomes an indefinite-term contract. However, if there is a fundamental reason, fixed-term service contracts can be established one after the other.

Either party may terminate a service contract with a term longer than ten years after ten years have elapsed by complying with the six-month termination notice period. Termination shall only become effective at the beginning of the month following this period.

If it is agreed that the contract will end with a termination notice and neither party has given notice of termination, the contract becomes an indefinite-term contract.

1. Indefinite-term contract
2. General right of termination

ARTICLE 431- Each party has the right to terminate an indefinite-term contract by complying with the termination periods.

2. Termination notice period
3. In general

ARTICLE 432- Before termination of indefinite-term service contracts, the situation must be notified to the other party.

The service contract ends after two weeks for workers who have worked for up to one year, four weeks for workers who have worked for one to five years, and six weeks for workers who have worked for more than five years, starting from the date the notification reaches the other party.

These periods cannot be shortened; however, they can be increased by contract.

The employer may terminate the service contract by paying the fee for the termination notice period in advance.

The termination notice periods must be the same for both parties; if different periods are stipulated in the contract, the longest termination notice period will be applied to both parties.

In cases where the service contract is suspended, termination notice periods do not apply.

1. During the trial period

ARTICLE 433- The parties may include a trial period in the service contract, provided that it does not exceed two months. If a trial period is included, the parties may terminate the service contract without compensation within this period without having to comply with the termination period.

The worker’s wages and other rights for the days he worked are reserved.

III. Protection against termination

ARTICLE 434 – In cases where the right of termination of the employment contract is terminated by abuse, the employer shall pay the employee the wage for the notice period of termination. shall be liable to pay compensation in the amount of three times the original amount.

1. Immediate termination
2. Conditions
3. Justified reasons

ARTICLE 435- Each party may terminate the contract immediately for justified reasons. The party terminating the contract must notify the reason for termination in writing.

All situations and conditions under which the party terminating the contract cannot be expected to continue the service relationship in accordance with the rules of honesty are considered justified reasons.

1. The employer’s insolvency

ARTICLE 436 – In case the employer becomes insolvent, the employee may terminate the contract immediately if his rights arising from the contract are not secured by the employer within a reasonable period of time.

2. Results
3. In case of termination with just cause

ARTICLE 437 – If the justified termination reasons arise from the failure of one of the parties to comply with the contract, that party is obliged to fully compensate for the damage caused, taking into account all rights based on the employment relationship.

In other cases, the judge freely evaluates the material consequences of termination for just cause, taking into account all the circumstances and conditions.

1. In case of termination without just cause

ARTICLE 438 – If the employer terminates the employment contract immediately without just cause, the employee may claim as compensation the amount he could have earned if these periods had been complied with, in the case of indefinite-term contracts, the termination notice period, or in the case of fixed-term contracts, the contract period.

In a fixed-term employment contract, the amount the employee saves due to the termination of the employment contract and the income he/she obtains from another job or knowingly avoids obtaining are deducted from the compensation.

The judge may also decide to pay the worker a compensation of which he/she will freely determine, taking into account all circumstances and conditions; however, the amount of compensation to be determined cannot exceed six months’ wages of the worker.

1. The worker does not start work or quits work unfairly.

ARTICLE 439- If the worker does not start work without a justified reason or suddenly quits work, the employer has the right to demand compensation equal to one-fourth of the monthly wage. The employer also has the right to demand compensation for additional damages.

If the employer has not suffered any damage or if the damage is less than a quarter of the employee’s monthly wage, the judge may reduce the compensation.

If the right to claim compensation has not been terminated through set-off, the employer must exercise this right through lawsuit or pursuit within thirty days of the employee not starting work or quitting work. Otherwise, the right to claim compensation is void.

1. Death of the worker or employer
2. Death of the worker

ARTICLE 440 – The contract automatically ends with the death of the worker. The employer is obliged to pay one month’s wage to the worker’s surviving spouse and minor children, or to the person for whom he/she is responsible, starting from the day of death; or two months’ wage if the employment relationship has continued for more than five years.

2. Death of the employer

ARTICLE 441- In case of death of the employer, his heirs take his place. In this case, the provisions regarding the transfer of the whole or part of the workplace and the transfer of the employment relationship are applied by analogy.

If the employment contract is established by taking into consideration the personality of the employer, it automatically ends with his death. However, the employee may claim compensation from the heirs in accordance with the law for the damages suffered due to the premature termination of the contract.

1. Consequences of termination of the contract
2. Debts becoming due

ARTICLE 442- Upon termination of the contract, all debts arising from the contract become due.

The moment of maturity may be postponed by a written agreement up to six months if the obligation assumed by a third party in legal relations established through the mediation of the worker is to be fully or partially performed after the termination of the employment contract; up to one year in relations involving periodic performances; up to two years in insurance contracts or in works whose performance is spread over a period longer than six months.

In cases where a share is to be given from the production, the product share becomes due as soon as it is determined, and in cases where a share is to be given from the turnover or profit, the share becomes due at the end of three months at the latest following the accounting period.

2. Obligation to return

ARTICLE 443- In case of termination of the contract, each party is obliged to return the things it has received from the other or from a third party on behalf of the other in connection with the service.

The worker is obliged to return motor vehicles and traffic permits, as well as wage and expense advances to the extent that they exceed the receivables.

The parties’ right to stay in custody is reserved.

VII. Prohibition of competition

1. Conditions

ARTICLE 444 – An employee with legal capacity is liable to compete with the employer in any way after the termination of the contract, especially to open a rival business on his own account, to work in another rival business or, apart from these, to enter into any other type of interest relationship with the rival business. may undertake to avoid it in writing.

A non-competition clause is only valid if the employment relationship provides the employee with the opportunity to obtain information about the customer base or production secrets or the employer’s work, and if the use of this information would cause significant damage to the employer.

2. Limitation

ARTICLE 445 – The prohibition of competition cannot include inappropriate restrictions in terms of place, time and type of work that would unfairly endanger the economic future of the worker and its duration cannot exceed two years except in special cases and conditions.

The judge may limit the scope or duration of excessive non-competition clauses by freely evaluating all circumstances and conditions and taking into account, in an equitable manner, any counter-actions that the employer may have undertaken.

3. Consequences of deviant behavior

ARTICLE 446 – An employee who violates the non-competition prohibition is obliged to compensate the employer for all damages suffered as a result.

If the act contrary to the prohibition is subject to a penalty and there is no provision to the contrary in the contract, the employee may be relieved of his/her obligations related to the non-competition clause by paying the stipulated amount; however, the employee must compensate for the damage exceeding this amount.

Apart from the penalty clause and payment of any additional damages that may arise, the employer may also request that the employee’s behavior that is contrary to the prohibition be terminated, provided that the employer explicitly reserves the right to do so in writing in the contract, if the importance of the employer’s violated or threatened interests justifies the behavior.

4. Termination

ARTICLE 447 – The prohibition of competition ends if it is determined that the employer has no real interest in continuing this prohibition.

If the contract is terminated by the employer without a justified reason or by the employee for a reason attributable to the employer, the non-competition clause ends.

SECOND DIFFERENCE

Marketing Agreement

1. Definition and establishment
2. Definition

ARTICLE 448 – A marketing contract is a contract in which the marketer undertakes to mediate all kinds of transactions on behalf of a commercial enterprise owner employer and outside of his business, or if there is a written agreement, to carry out the transactions specified in this agreement, and the business owner employer undertakes to pay a fee in return.

1. Establishment

ARTICLE 449 – The marketing contract includes the duration of the contract, its termination, the powers of the marketer, how the fees and expenses will be paid, and the applicable law and competent court if one of the parties is domiciled in a foreign country.

If the matters to be included in the contract in accordance with the above paragraph are not determined by the parties, the provisions of the law and customary service conditions shall apply.

1. Marketer’s responsibilities and powers
2. Obligations

ARTICLE 450 – The marketer is obliged to visit customers in accordance with the instructions given to him, unless there is a justified reason that necessitates him not to comply with the instructions; he cannot make transactions or act as an intermediary on his own behalf or on behalf of third parties without the permission of the employer.

If the marketer is authorized to make a transaction, he must comply with the prices and other transaction conditions stipulated in the instruction; he cannot make changes to them unless the employer agrees.

The marketer is obliged to regularly provide detailed information about marketing activities, to deliver the orders received to the employer immediately and to inform the customer circle about important events.

Warranty II

ARTICLE 451 – Agreements that the marketer will be responsible for the non-payment of customers or failure to fulfill other obligations, or that the marketer will cover all or part of the expenses incurred for the collection of receivables, are absolutely null and void.

If the marketer conducts transactions with his own circle of customers, he may undertake to cover, in writing, a maximum of one-fourth of the damage that the employer will suffer in each transaction in the event of the failure of the customers to fulfill their obligations, provided that an appropriate additional commission is agreed upon.

Marketers acting as intermediaries in insurance contracts may undertake in writing that in the event of a lawsuit or enforcement proceeding being resorted to for collection due to non-payment of all or part of a premium, they will cover at most half of the expenses incurred for this purpose.

III. Powers

ARTICLE 452- Unless there is a written agreement to the contrary, the marketer is only authorized to mediate transactions.

If the marketer is authorized to perform transactions, his/her authority covers all the ordinary legal transactions and actions required for the execution of these transactions; he/she cannot collect payments from customers and cannot change payment dates unless special authorization is given.

1. Special obligations of the employer
2. Field of activity

ARTICLE 453- If the marketer is authorized to operate in a certain marketing area or within a certain customer circle and there is no written agreement to the contrary, the employer cannot authorize others to operate in the same area or circle; however, he/she can conduct transactions with third parties.

If there is a reason to change a provision of the contract regarding the marketing area or customer circle, the employer may change the provision in question unilaterally without complying with the period of notice of termination, even if a termination notice period is stipulated in the contract; however, in this case, the marketer reserves the right to terminate the compensation and service contract for just cause.

1. Fee
2. In general

ARTICLE 454 – The employer is obliged to pay the marketer a fee consisting of only a certain amount or a commission together with this amount.

A written agreement that all or a significant portion of the fee will consist of commission is valid provided that the agreed commission constitutes an appropriate response to the marketer’s activity.

The fee to be paid for the trial period can be freely agreed upon. However, the trial period cannot exceed two months.

2. Commission

ARTICLE 455 – If the marketer is authorized to operate in a certain marketing area or within a certain customer circle, he may request payment of the agreed or customary commission for all work done by him or his employer in this area or circle.

If the marketer is authorized to act in a certain marketing area or within a certain customer circle, then the marketer is paid a commission only for the work he mediates or performs personally.

If the value of the work done cannot be determined with certainty at the time the commission becomes due, the commission is first paid at the minimum customary value, and the remainder is paid at the latest upon completion of the work.

3. Blocking of marketing activity

ARTICLE 456 – If the marketer’s ability to carry out marketing activities becomes impossible through no fault of his own and he is required to be paid a fee even in this case by contract or law, the fee is determined according to the fixed fee and the appropriate compensation that can be paid for the loss of commission. However, if the commission is less than one-fifth of the fee, it can be agreed in writing that no compensation will be paid for the loss of commission.

If the marketer has not been able to carry out marketing activities through no fault of his own, but has received his full wage, he is obliged to carry out the work that he can do and that can be expected from him in his employer’s business upon the employer’s request.

III. Expenditures

ARTICLE 457- If the marketer operates on behalf of more than one employer at the same time, each employer is obliged to contribute equally to the marketer’s expenses, unless otherwise agreed in writing.

Agreements to include expenses, in whole or in part, in a fixed fee or commission are absolutely null and void.

1. Right to imprisonment

ARTICLE 458 – In case the employer becomes insolvent and the receivables arising from the marketing relationship are due, the marketer has the right of retention on movables, negotiable instruments and the money received from customers based on his/her authority to collect, in order to secure the receivables that are not yet due.

The marketer cannot retain vehicle and transport documents, price lists, customer-related records and other documents.

1. Termination
2. Special termination period

ARTICLE 459 – If the commission constitutes at least one fifth of the fixed wage and is affected by significant seasonal fluctuations, the employer may terminate the contract of the marketer who has continued to work with him since the end of the previous season, by observing the two-month termination period during the new season.

Under the same conditions, the marketer may also terminate the contract against the employer who employed him until the end of the previous season and who continues to employ him thereafter, by complying with the two-month termination period until the beginning of the next season.

1. Special results

ARTICLE 460- In case of termination of the contract, a commission shall be paid for all transactions made by the marketer himself or for which he mediated, and for all orders sent to the employer until the termination of the contract, regardless of the time of acceptance and fulfillment.

In case of termination of the contract, the marketer is obliged to return to the employer the samples and models, price lists, customer records and other documents given to him for the purpose of marketing activities. However, the marketer’s right of retention is reserved.

THIRD SECTION

Home Service Contract

1. Definition and working conditions
2. Definition

ARTICLE 461 – Home service contract is a contract in which the employee undertakes to perform the work given by the employer in his own home or at another place determined by him, either personally or together with his family members, in return for a fee.

1. Notification of working conditions

ARTICLE 462- The employer shall inform the worker of the characteristics of the job that are specific to that job and not the general working conditions whenever he assigns a new job to the worker; if necessary, he shall inform the worker in writing about the material to be provided by the worker, the amount he will pay for the provision of this material and the wage he will pay for the job.

If the price to be paid for the material and the fee to be paid for the work are not notified in writing before the job is awarded, the customary price and fee applied in such works shall be paid.

III. Private debts of the worker

1. Getting the job done

ARTICLE 463- The worker is obliged to start work on time, finish the work at the agreed time and deliver the results of the work to the employer.

If the work is deemed defective due to the fault of the worker, the worker must eliminate the defects that can be eliminated, at his own expense.

2. Materials and work tools

ARTICLE 464 – If the materials and work tools are provided by the employer, the worker is obliged to use them with due care, to be held accountable for this, and to return the remaining materials and work tools to the employer.

If the worker determines that the material or work tools delivered to him are defective while performing the job, he shall immediately report the situation to the employer and wait for his instructions before continuing the work.

If the worker renders the materials or work tools delivered to him unusable due to his own fault, he is liable to the employer for the market value of the materials or work tools on the day they became unusable.

1. Private debts of the employer
2. Acceptance of the product

ARTICLE 465- The employer examines the product produced and delivered by the worker; if any, he/she finds any defects, he/she notifies the worker within one week from the date of delivery. If no notification is made in due time, the product is deemed to be accepted in its current condition.

2. Fee
3. Payment

ARTICLE 466 – The wages for the work done shall be paid once every fifteen days if the worker is employed continuously by the employer, or once a month with the worker’s consent; and upon each delivery of the product if the worker is employed intermittently.

An account statement is given to the worker at each payment of wages. The account statement also shows the amount and reason for any deductions.

1. In case of obstruction of work

ARTICLE 467 – If the employer who employs the worker continuously defaults in accepting the product or is prevented from working due to reasons arising from the worker’s personality and without his fault, he is obliged to pay him his wage in accordance with the provisions regarding the payment of wages in case of prevention of the provision of service. In other cases, the employer is not obliged to pay wages in accordance with these provisions.

1. Termination

ARTICLE 468- If a worker is given a job for trial purposes, the contract is deemed to be established for the trial period, unless otherwise agreed upon.

If the worker is employed by the employer on an uninterrupted basis, the contract is deemed to have been made for an indefinite period, unless otherwise agreed; in other cases, the contract is deemed to have been made for a definite period.

1. Application of general provisions

ARTICLE 469 – In cases where there is no provision regarding the marketing contract and home service contract, the general provisions of the service contract shall apply.

CHAPTER SEVEN

Work Contract

1. Definition

ARTICLE 470- A work contract is a contract in which the contractor undertakes to produce a work and the employer undertakes to pay a price in return.

1. Provisions
2. Contractor’s obligations
3. In general

ARTICLE 471- The contractor must perform the duties he has undertaken with loyalty and care, taking into account the legitimate interests of the employer.

In determining the contractor’s liability arising from the duty of care, the basis is the behaviour that complies with the professional and technical rules that a prudent contractor undertaking work in a similar field should display.

The contractor is obliged to do the work directly or have it done under his management. However, if the contractor’s personal characteristics are not important in the production of the work, he may have someone else do the work.

Unless there is a custom or agreement to the contrary, the contractor must provide the tools and equipment to be used in the production of the work.

2. In terms of material

ARTICLE 472- If the material is provided by the contractor, the contractor is liable to the employer, just like the seller, for the defectiveness of the material.

If the materials are provided by the employer, the contractor is obliged to use them with due care and to return the account and surplus thereof.

If, during the production of the work, it is understood that the material provided by the employer or the place indicated by him for the production of the work is defective or if any other situation arises that would endanger the proper or timely production of the work, the contractor must immediately notify the employer of this situation; if he does not, he will be responsible for the consequences arising from this.

3. Starting and running a business

ARTICLE 473 – If it is clearly understood that the contractor will not be able to complete the work on time, according to all estimates, due to the contractor’s failure to start the work on time or delays the work in violation of the contract provisions, or due to a delay that cannot be attributed to the employer, the employer may withdraw from the contract without having to wait for the day determined for delivery.

If it is obvious during the execution that the work will be defective or contrary to the contract due to the fault of the contractor, the employer may give or have given a warning to the contractor within a suitable period of time to prevent this, that the defect or the violation must be remedied; otherwise, the repair or continuation of the work will be given to a third party, at his own expense and risk.

4. Liability due to defects
5. Determination of defect

ARTICLE 474- After the delivery of the work, the employer must review the work as soon as possible in the normal course of work and, if there are any defects, must notify the contractor within a reasonable period of time.

Each party shall, at its own expense, have the work reviewed by an expert and have the result determined in a report. may want.

1. Employer’s optional rights

ARTICLE 475- In cases where the contractor is liable for a defect in the work, the employer may use one of the following optional rights:

1. If the work is defective to the extent that the client cannot use it or cannot be forced to accept it on the grounds of equity, or if it is contrary to the provisions of the contract to the same extent, withdrawal from the contract.
2. Keep the work and request a discount on the price in proportion to the defect.
3. Requesting the repair of the work free of charge, with all costs being borne by the contractor, unless it requires excessive expense.

The employer reserves the right to request compensation in accordance with general provisions.

If the work was made on the immovable property of the client and its removal would cause excessive damage, the client cannot exercise his right to withdraw from the contract.

1. Responsibility of the employer

ARTICLE 476 – If the defect of the work arises from the instructions given by the employer, despite the contractor’s explicit warning, or if it can be attributed to the employer for any reason, the employer cannot exercise his rights arising from the defect of the work.

1. Acceptance of the work

ARTICLE 477- After the explicit or implicit acceptance of the work, the contractor is exempted from all liability; however, he remains responsible for defects that are intentionally concealed by him and cannot be noticed during proper review.

The employer shall review and report If he neglects it, he is deemed to have accepted the work.

If a defect in the work is discovered later, the employer must notify the contractor without delay; if he does not, he is deemed to have accepted the work.

1. Statute of Limitations

ARTICLE 478 – If the contractor has produced a defective work, the lawsuits filed for this reason shall become time-barred, starting from the date of delivery, after two years for works other than immovable structures; after five years for immovable structures; and after twenty years if the contractor is at serious fault, regardless of the nature of the defective work.

1. Employer’s debts
2. Accrual of the price

ARTICLE 479- The client’s obligation to pay the price becomes due at the time of delivery of the work.

If it is decided that the work will be delivered in parts and the price is determined according to the parts, the price of each part becomes due at the time of its delivery.

2. Price
3. Lump sum price

ARTICLE 480- If the price is determined as a lump sum, the contractor is obliged to produce the work with that price. Even if the work requires more labor and expense than foreseen, the contractor cannot request an increase in the determined price.

However, if circumstances that were not foreseen at the beginning or could have been foreseen but were not taken into consideration by the parties prevent or make it extremely difficult to perform the work with the lump sum determined by the parties, the contractor has the right to request the judge to adapt the contract to the new conditions, and if this is not possible or cannot be expected from the other party, the contractor has the right to withdraw from the contract. The contractor can only use the right to terminate in cases where the rules of honesty require it.

Even if the work requires less labor and expense than anticipated, the client is obliged to pay the full amount determined.

1. Price according to value

ARTICLE 481- If the price of the work has not been determined in advance or has been determined approximately, the price is determined by taking into account the value of the work at the place and time of its execution and the expenses of the contractor.

1. Termination of the contract
2. Exceeding the approximate price

ARTICLE 482 – If it is understood that the price determined at the beginning will be excessively exceeded without the fault of the employer, the employer may withdraw from the contract before or after the completion of the work.

If the work is being done on the employer’s land, the employer may request a reasonable amount to be deducted from the price, or if the work has not yet been completed, the employer may terminate the contract by preventing the contractor from continuing the work and paying an equitable price for the completed part.

1. The destruction of the work

ARTICLE 483- If the work is destroyed due to an unexpected event before delivery, the contractor cannot demand payment of the fee and expenses for the work performed, unless the employer defaults in receiving the work. In this case, the damage to the material belongs to the person who provided it.

In case the work is destroyed due to the defect of the material provided by the employer or the plot shown or due to the fact that it was not done in accordance with the instructions of the employer, the contractor may demand the value of the work done and the payment of expenses not included in this value, provided that he has notified the negative consequences in a timely manner. If the employer is at fault, the contractor also has the right to demand compensation for his damages.

III. Termination with compensation

ARTICLE 484- The employer may terminate the contract on condition that he pays for the part that has been done before the completion of the work and compensates the contractor for all damages.

1. Impossibility of performance due to the employer

ARTICLE 485- If the completion of the work becomes impossible due to an unexpected event related to the employer, the contractor may request the value of the work done and expenses not included in this value.

If the employer is at fault in the occurrence of the impossibility of performance, the contractor also has the right to claim compensation.

1. Death or incapacity of the contractor

ARTICLE 486- The contract made by taking into account the personal characteristics of the contractor shall automatically terminate in the event of his death or loss of the ability to complete the work without his fault. In this case, if the employer can benefit from the completed part of the work, he is obliged to accept it and pay for it.

CHAPTER EIGHT

Publishing Agreement

1. Definition

ARTICLE 487- A publishing contract is a contract in which the owner of an intellectual or artistic work or his/her successor leaves that work to the publisher for publication, and the publisher undertakes to reproduce and publish it.

1. Shape

ARTICLE 488- The validity of the publishing contract depends on it being made in written form.

1. Provisions
2. Transfer of the right to publish and liability

ARTICLE 489- With a publication contract, the rights of the author are transferred to the publisher to the extent and for the period required for the performance of the contract.

The publisher is responsible to the publisher for not having the right to publish the work at the time the contract was established, and if the work is protected, he is also responsible for not having copyright.

If the whole or part of the work has been left to another publisher to be published or has been published with the knowledge of the publisher, the publisher must notify the other party of this before the publication contract is concluded.

1. Publisher’s right of disposition

ARTICLE 490 – The publisher cannot dispose of the whole or part of the work in a way that would harm the publisher, unless the period agreed upon in the contract expires or, if no period is specified, the customary period for the exhaustion of the agreed number of copies has elapsed.

Short articles published in periodicals may be published elsewhere at any time by the publisher.

The publisher cannot republish his own sections of a collected work or long articles published in magazines until three months have passed since the publication was completed.

III. Determination of the number of editions and printing numbers

ARTICLE 491- If the number of editions is not specified in the contract, the publisher has the right to make only one edition.

The parties must agree on the duration of the contract or the number of print runs.

In cases where the publisher is authorized in the contract to produce a certain number of editions or all new editions, if the publisher neglects to produce a new edition while the print run of the work is exhausted, the publisher shall grant the publisher a reasonable period for the new edition. If the publisher fails to produce the edition within the given period, the publisher may withdraw from the contract.

1. Reproduction and distribution

ARTICLE 492 – The publisher is obliged to reproduce the work in an appropriate form without any abbreviations, additions or changes; in addition, he is obliged to carry out the necessary promotion and distribution to increase sales and to take all kinds of measures in this regard.

The publisher determines the sales price, provided that it does not make it difficult to sell the work.

1. Correction and improvement

ARTICLE 493- Provided that it does not harm the interests of the publisher or increase his/her liability, the author may make corrections and improvements to the work, and his/her successors may only update it. Expenses that are not foreseen in the contract, even if they require such corrections and improvements, shall be covered by the publisher.

The publisher cannot reprint or reproduce the work without giving the author the opportunity to improve it and his/her successors the opportunity to update it.

1. Collective printing and separate publication

ARTICLE 494 – The right of an author to publish more than one work separately does not authorize the publisher to print them together.

Likewise, the right to publish all the works of the author or only one of them together is not available to the publisher, who can print and publish each of them separately. does not give the right to disseminate.

VII. Right of translation

ARTICLE 495- The transfer of the translation right to the publisher depends on this being clearly stated in the contract.

VIII. Right to demand payment

1. Determination of price

ARTICLE 496- Unless otherwise agreed in the contract, the publisher may request payment of a fee.

In cases where a fee is required, if the amount to be paid is not clear, the fee is determined by the judge.

If the publisher has the right to make more than one printing, it is deemed that the price and other conditions agreed for the first printing will also apply to subsequent printings.

2. Time of payment, sales accounts and right to receive free of charge

ARTICLE 497- If the work is to be published as a whole, the fee is paid in its entirety; if it is to be published in sections such as volumes, fascicles, or forms, the fee is paid after each section is printed and made ready for sale.

If the parties have linked the price to the sales amount, the publisher is obliged to keep and produce sales accounts and prepare supporting documents in accordance with custom.

Unless otherwise agreed, the publisher has the right to receive from the work free of charge in the amount that would be given according to custom.

1. Termination
2. Extinction of the work

ARTICLE 498 – Even if the work disappears due to an unexpected event after delivery to the publisher, the publisher is obliged to pay the fee.

If the author has another copy of the work, he must give it to the publisher; if there is no other copy but it can be reproduced with little effort, the author is obliged to produce the work and deliver it. In either case, the author may request an appropriate compensation.

1. The extinction of the printed

ARTICLE 499 – If all or part of the completed print run of the work is lost due to unexpected circumstances before it is offered for sale, the publisher may reprint the lost quantity at his own expense without paying any additional fee to the publisher.

If the publisher can replace the missing ones without incurring excessive expense, he is obliged to do so.

III. Termination due to personal reasons

ARTICLE 500 – If the author dies before completing the work, or loses the ability to complete the work, or if it becomes impossible for him to complete the work through no fault of his own, the contract shall automatically terminate. However, if it is found possible and fair to fulfill all or part of the contract, the judge may decide to continue the contractual relationship and make the necessary changes for this purpose.

If the publisher goes bankrupt, the publisher may give the work to another publisher; however, the debt that has not yet become due at the time of bankruptcy will be paid. If there is a guarantee that the work will be published, the publisher cannot give the work to another publisher.

1. Publishing contract on order

ARTICLE 501- If one or more persons undertake to produce a work according to the plan determined by the publisher, they are only entitled to the fee agreed upon in the contract.

In this case, the financial rights subject to the contract belong to the publisher.

CHAPTER NINE

Power of Attorney Relations

FIRST DISCRIMINATION

Power of Attorney Agreement

1. Definition

ARTICLE 502- A contract of agency is a contract in which the agent undertakes to perform a task or action for the principal.

The provisions regarding agency also apply to employment contracts not regulated in this Law, to the extent that they are appropriate to their nature.

If there is a contract or custom, the attorney is entitled to a fee.

1. Establishment

ARTICLE 503- If the person to whom a job is offered has the official capacity to do this job, or if the job is required by his profession, or if he has announced that he will accept such jobs, the agency contract is deemed to have been established unless the offer is immediately rejected by him.

1. Provisions
2. Scope of the power of attorney

ARTICLE 504 – The scope of the power of attorney is determined according to the nature of the work to be performed, unless it is clearly stated in the contract.

Power of attorney also includes the authority to perform the legal transactions necessary for the performance of the work undertaken by the attorney.

Unless specifically authorized, the attorney cannot file a lawsuit, make a settlement, apply to arbitration, request bankruptcy, postponement of bankruptcy or composition, make a foreign exchange commitment, make a donation, be a guarantor, transfer real estate or limit it with a right.

1. The duties of the agent
2. Execution in accordance with the instructions

ARTICLE 505- The agent is obliged to comply with the express instructions of the principal. However, if it is not possible to obtain permission from the principal, and it is clear that the principal would have given permission if he had known the situation, the agent may depart from the instructions.

In other cases, if the agent deviates from the instructions, he is not deemed to have fulfilled his duty of agency, even if he has done the job, unless he compensates for the damages arising from this.

2. Personal performance, loyalty and diligence
3. In general

ARTICLE 506- The agent is obliged to personally perform the duty of agency. However, in cases where the agent is authorized or where the situation is necessary or customary, the agent may have someone else do the job.

The attorney is obliged to carry out the work and services he undertakes with loyalty and care, taking into account the legitimate interests of the principal.

In determining the agent’s liability arising from the duty of care, the behavior that a prudent agent who undertakes work and services in a similar field should display is taken as basis.

1. In case the work is carried out by a third party

ARTICLE 507- When the agent outsources a task to someone else by exceeding his authority, he is liable for the act as if he had done it himself.

If the attorney is authorized to give power of attorney to someone else, he is only obliged to exercise due care in selecting and giving instructions.

In both cases, the principal is the agent He may assert directly against the person he replaces the rights he has against that person.

3. Accountability

ARTICLE 508 – The agent is obliged to account for the work he has carried out upon the request of the principal and to give the principal what he has received in connection with the agency.

The principal is also obliged to pay interest on the money that was delayed in being delivered to the principal.

4. Transfer of acquired rights to the principal

ARTICLE 509 – The receivables of the agent from third parties arising from the work he has done in his own name and on behalf of the principal, pass automatically to the principal when the principal has fulfilled all his obligations towards the agent.

In case of bankruptcy of the attorney, the principal may also claim against the bankruptcy estate that this receivable has passed to him.

The principal may request that the movable property acquired by the principal in his own name and on behalf of the principal be separated from the bankruptcy estate and given to him. The bankruptcy estate also benefits from the right of retention that the principal has.

III. Obligations of the principal

ARTICLE 510 – The person giving the power of attorney is obliged to pay the expenses incurred by the agent and the advances given by him for the proper performance of the power of attorney, together with interest, and to relieve him of any debts he may incur.

The principal may demand compensation from the principal for the damages he suffered due to the execution of the power of attorney. However, the principal may be relieved of this liability by proving that he is not at fault.

1. Liability of joint attorneys and joint agents

ARTICLE 511- Those who grant a power of attorney to another person are jointly and severally liable to the agent.

Those who jointly undertake the mandate are jointly liable for the performance of the mandate, and unless they have the right to transfer their authority to others, they can only impose obligations on the principal through acts and transactions they perform together.

1. Termination
2. Reasons
3. Unilateral termination

ARTICLE 512- The principal and the principal may terminate the contract unilaterally at any time. However, terminating the contract at an inappropriate time is not allowed. The party that terminates the contract is liable to compensate the other party for any damages arising from this.

2. Death, loss of capacity and bankruptcy

ARTICLE 513- Unless otherwise understood from the contract or the nature of the work, the contract is automatically terminated by the death, incapacity or bankruptcy of the principal or the principal. This provision also applies to the termination of a legal entity if one of the parties is a legal entity.

If the termination of the power of attorney endangers the interests of the principal, the principal or his heir or representative is obliged to continue to perform the power of attorney until the principal or his heir or representative becomes able to handle the affairs on his own.

1. Provisions

ARTICLE 514- The principal or his heirs are liable for the acts done by the agent before learning that the contract has ended, as if the contract was still continuing.

SECOND DIFFERENCE

Letter of Credit and Credit Order

1. Letter of credit

ARTICLE 515- A letter of credit is a document containing the power of attorney of the sender of the letter to give the amount of money and similar things requested by the specific person who will benefit from the letter of credit, with or without specifying an upper limit for the recipient. The letter of credit is subject to the provisions of the contract of agency and transfer.

If the person who will benefit from a letter of credit given without specifying an upper limit makes an excessive request that is clearly not in accordance with the relationship between those concerned with the letter, the person to whom the letter is sent must notify the sender of the situation and postpone payment until a response is received.

The power of attorney given through a letter of credit is valid only if it is accepted by the sender for a certain amount.

1. Credit order
2. Definition and form

ARTICLE 516- If a person has received and accepted an order to open a loan to a third party or to renew a loan under the responsibility of the person who gave the loan order in his own name and account, the person who gave the order shall be liable for the loan debt as a guarantor, unless the person who gave the loan order exceeds his authority. However, the person who gave the order shall not be liable unless the loan order is in writing.

1. Incapacity of the person benefiting from the credit order

ARTICLE 517 – The person who gives the credit order cannot escape liability to the person to whom the credit order is given by claiming the incapacity of the person who benefits from the credit order.

III. Priority given by the person to whom the credit order is given

ARTICLE 518 – If the person to whom the credit order is given gives prior notice to the beneficiary of the credit order or neglects to apply to the beneficiary of the credit order despite being instructed to do so, the person who gave the credit order is exempted from liability.

1. Relationship between the parties

ARTICLE 519 – The provisions regulating the relationship between the guarantor and the principal debtor apply to the relationship between the person giving the credit order and the person benefiting from the credit order.

THIRD SECTION

Brokerage Agreement

1. Definition and form

ARTICLE 520 – A brokerage contract is a contract in which the broker undertakes to prepare or mediate the possibility of establishing a contract between the parties and is entitled to a fee in the event of the establishment of this contract.

As a rule, the provisions regarding agency apply to the brokerage contract.

A brokerage contract regarding real estate is not valid unless it is made in writing.

1. Fee
2. Time to deserve

ARTICLE 521- A broker is entitled to a fee only if a contract is established as a result of his activities.

If the contract established as a result of the broker’s activity is subject to a suspensive condition, the fee is paid if the condition is met.

If it is agreed in the brokerage contract that the broker’s expenses will be paid to him, his expenses will be paid even if the broker’s activities do not result in the establishment of the contract.

1. Determination of the fee

ARTICLE 522- Wage, If it is not determined, it is paid according to the tariff; if there is no tariff, it is paid according to the custom.

III. Loss of broker’s rights

ARTICLE 523- If a broker acts in the interest of another party by acting contrary to the obligation he has undertaken or receives a promise of a fee from another party contrary to the rules of honesty, he loses his rights regarding the fee and the expenses he has incurred.

1. Marriage brokerage

ARTICLE 524- No lawsuit can be filed or pursued regarding the fees arising from marriage brokerage.

1. Discount on fee

ARTICLE 525- If an excessive fee is agreed upon in the contract, this fee may be reduced by the judge in an equitable manner upon the request of the debtor.

CHAPTER TEN

Working Without Power of Attorney

1. Rights and obligations of the employee
2. Getting the job done

ARTICLE 526- A person who performs work on behalf of another person without a proxy is obliged to perform that work in accordance with the owner’s interests and assumed will.

1. Responsibility

ARTICLE 527- An employee who works without a mandate is liable for any negligence. However, if the employee has performed the work to eliminate the damage or risk of damage to the employer, his liability is considered to be lighter.

If the employee has done the job despite the employer explicitly or implicitly prohibiting it, and if the employer’s prohibition is not against the law or morality, he is also liable for the unexpected situation. However, even if the employee had not done the job, this damage as a result of unexpected events If he proves that it will happen, he will be exempt from liability.

III. Incompetence of the employee

ARTICLE 528 – If the employee lacks contractual capacity, he is liable for the transaction he has performed only to the extent of his enrichment or the amount of enrichment he disposed of without good faith.

More comprehensive liability arising from torts is reserved.

1. Rights and obligations of the employer
2. If the work is done for the benefit of the employer

ARTICLE 529 – If the work is done for his own benefit, the employer must pay all the expenses that the employer deems necessary and useful, with interest, and pay the employee for the work he has done. therefore undertaken The employee is obliged to perform the obligations and to compensate for the damage that the judge determines. This provision also applies to the employee who has shown due care while performing the job, even if the expected result has not been achieved.

If the employee cannot receive the expenses he has incurred, he has the right to separate and receive them in accordance with the provisions of unjust enrichment.

1. If the work is done for the benefit of the employee

ARTICLE 530 – The employer has the right to receive benefits arising from the work, even if it is not done for his own benefit; however, to the extent that he becomes rich, he is obliged to pay the expenses of the employee and to relieve him of any debts he has incurred.

III. If the job is deemed appropriate by the employer

ARTICLE 531 – If the employer finds the work done appropriate, the provisions of the power of attorney apply. 

CHAPTER ELEVEN

Commission Agreement

1. Buying or selling brokerage
2. Definition

ARTICLE 532- Brokerage of purchase or sale is a contract in which the broker undertakes to buy or sell valuable documents and movables in his own name and on the account of the principal, in return for a fee.

Without prejudice to the provisions of this section, the provisions of agency shall apply to commission agreements.

1. The broker’s obligations
2. Notification and insurance obligation

ARTICLE 533- The broker is obliged to inform the principal about the work he has done and, in particular, to immediately notify him that his instructions have been carried out.

Unless instructed by the principal, the broker is not obliged to insure the things that form the subject of the contract.

2. Duty of care

ARTICLE 534 – If the goods sent to him to be sold are clearly defective, the broker is obliged to do what is necessary to protect the rights of the principal against the carrier, to have the damage detected, to protect the goods as much as possible and to inform the principal of the situation immediately; otherwise, he is liable for any damages arising from his negligence.

If the goods sent to be sold are of a nature that can deteriorate in a short time, the broker is obliged to sell the goods, provided that he informs the principal immediately.

3. The price determined by the grantor of the power of attorney

ARTICLE 535- A broker who sells goods for less than the price determined by the principal is obliged to compensate for the difference between the determined price and the sales price, unless he proves that if he had not sold the goods, the principal would have suffered more damage and that the situation does not allow for receiving new instructions. Apart from this, if the broker is at fault, he is also liable for other damages suffered by the principal due to his actions contrary to his instructions.

A broker who buys goods for less than the price determined by the principal or sells goods for more than the price determined by the principal cannot retain the difference arising from these transactions.

4. Selling on credit and payment without receiving

ARTICLE 536- If the broker sells the goods on credit without the permission of the principal or pays the price before receiving the goods, he must bear the loss arising from this. However, unless the principal prohibits him, he may also sell the goods on credit in accordance with the commercial customs at the place of sale.

5. Broker’s guarantee

ARTICLE 537- Except for selling goods on credit without authorization, a broker shall not be liable for the non-payment of debtors with whom he has entered into transactions or for the non-fulfillment of other debts. However, if the broker has given an explicit guarantee or if commercial custom in the locality requires it, he shall be liable.

The broker providing the guarantee has the right to request an additional fee for this reason.

III. Rights of the broker

1. The money paid and the expenses incurred

ARTICLE 538- The broker may demand all expenses incurred and money paid for the benefit of the principal, together with interest.

Although the broker can transfer the storage and transportation costs to the principal’s account, he cannot transfer the wages of his own employees.

2. Commission fee
3. Right to request

ARTICLE 539 – The broker may demand payment of his fee when he completes the work given to him, or if the failure to do the work is due to a reason that can be attributed to the principal.

If the work cannot be done for other reasons, the commissioner can only request compensation for his labor, which will be determined according to local customs.

1. Loss

ARTICLE 540 – If a broker acts contrary to the rules of honesty towards the principal, and in particular, if he informs him of a price higher than the price he bought or less than the price he sold, he loses his right to receive a fee.

If the price is shown differently than the realized price, the principal has the right to consider the broker as the buyer or seller of the sold item based on the realized price.

3. Right to imprisonment

ARTICLE 541- The broker has the right of lien on the price of the goods he sells and the goods he purchases.

4. Sale of goods by auction

ARTICLE 542- If the goods given to the broker cannot be sold or the sale order is withdrawn, and the principal delays excessively in taking back the goods or in carrying out other transactions regarding the goods, the broker may obtain a decision from the court of the place where the goods are located and have them sold by auction. However, if the goods are registered on the stock exchange or have a market price or if their value is low in proportion to the expenses to be incurred, the judge may also decide that the sale be made by another means.

If the attorney or his/her representative is not present at the place where the goods are located, the decision to sell may be made without hearing the attorney.

Except in cases where the property loses value rapidly, the court must notify the person granting the auction of the place and time of the auction.

5. Dealing with the broker itself
6. Price and fee

ARTICLE 543- A broker authorized to sell or purchase bills of exchange or other valuable documents or commercial goods registered on the stock exchange or with a market price may sell his own goods instead of the goods he will buy or purchase the goods he will sell for himself, unless the person giving the power of attorney instructs otherwise. In such cases, the values at the time the broker makes the transaction with him shall be taken as basis; the broker has the right to demand the fees and expenses customary in commission transactions, even in such cases.

The broker must notify the principal that such a transaction has been made on the same day.

In other cases, the sales provisions apply.

1. Being deemed to have performed the transaction with him/her

ARTICLE 544 – If the broker notifies the principal that the mandate has been fulfilled without indicating the other party to the contract, in cases where he can be the buyer or seller directly, he is deemed to have made the transaction with himself.

1. Loss of the right to perform the transaction with him/her

ARTICLE 545- As soon as the broker receives the news that the principal has revoked the power of attorney, the broker shall complete the transaction. However, if the broker has sent a notification that the transaction has been made before this news reaches him, this provision does not apply.

1. Other commission works

ARTICLE 546 – Commission work regarding movables to be manufactured, the materials of which are to be provided by the employer, is considered as commission work for purchase and sale, even if the goods are not of similar things.

The provisions of this section shall also apply to the buying and selling commission agent who undertakes, in return for a fee, the work that is not considered as buying and selling commission in his own name and on the account of the person giving the principal, and to the merchant who does not make commission work a profession but undertakes it occasionally.

Special provisions regarding freight forwarding are reserved.

CHAPTER TWELVE

Commercial Agents, Commercial Agents and Other Traders’ Assistants

1. Commercial representative
2. Definition and authorization

ARTICLE 547 – A commercial representative is a person who is explicitly or implicitly authorized by the business owner to manage the commercial enterprise and to represent him/her with commercial representation authority under his/her trade name in transactions related to the enterprise.

The business owner must register with the trade registry that the commercial representative authority has been granted; however, the liability of the commercial business owner for the acts of the commercial representative is not dependent on the registration being made.

1. Scope of representation authority

ARTICLE 548 – The commercial representative is authorised to make foreign exchange commitments on behalf of the business owner against bona fide third parties and to carry out all kinds of transactions on his behalf that fall within the purpose of the business.

The commercial representative cannot transfer real estate or limit it with a right unless expressly authorized.

III. Limitation of representation authority

ARTICLE 549- The authority to represent may be limited to the work of a branch.

The authority to represent may also be limited to the condition that more than one person signs together. In this case, the signature of one of the representatives without the participation of the others does not bind the business owner.

The above limitations on the authority to represent shall not be effective against bona fide third parties unless they are registered in the trade registry.

Other limitations on representation authority, even if registered, cannot be asserted against bona fide third parties.

1. Termination of the authority to represent

ARTICLE 550- Even if the granting of a representative authority is not registered in the trade registry, its termination is recorded.

This authority remains valid for bona fide third parties unless the termination of the authority to represent is registered and announced in the trade registry.

1. Commercial agent

ARTICLE 551- A commercial agent is a person authorized by the owner of a commercial enterprise to manage his enterprise or to carry out some of the business of his enterprise without granting him the authority to act as a commercial representative.

This authority covers all the customary transactions of the business. However, the commercial agent cannot borrow money or the like, make foreign exchange commitments, file a lawsuit or follow up on a lawsuit unless expressly authorized.

1. Other merchant assistants

ARTICLE 552- Unless otherwise announced in writing in a place easily visible to customers and in a form easily readable within that commercial enterprise, the officers or employees of commercial enterprises dealing with wholesale, semi-wholesale or retail sales are authorized to perform the following transactions:

1. To carry out all the usual sales transactions of the commercial enterprise.
2. Signing invoices for transactions for which they are authorized.
3. To make warnings or other explanations on behalf of the business owner regarding the fulfillment of the obligations arising from the customary transactions of the commercial enterprise or their non-fulfillment at all or in the required manner; to accept warnings or other explanations of this nature, especially defect notifications regarding the goods delivered as a result of the customary transaction, on behalf of the commercial enterprise.

Officers or employees of commercial enterprises engaged in wholesale, semi-wholesale or retail sales cannot request or receive sales prices outside the enterprise or inside the enterprise if cashiers have been appointed, unless they have been given written authorization. In cases where these persons are authorized to receive sales prices, they are also authorized to close invoices or issue receipts.

1. Non-competition

ARTICLE 553 – Commercial representatives, commercial agents or other merchant assistants who manage all the business of a business or are in the service of the business owner cannot, directly or indirectly, carry out a type of business carried out by the business on their own or a third party’s behalf, without the permission of the business owner, nor can they have third parties carry out such transactions on their own behalf.

If they act contrary to this, the business owner may demand compensation for the damage he has suffered, without prejudice to his rights arising from the legal relationship between them, or instead, he may demand that the work done by the commercial representative, commercial agent or other merchant assistant on his own account or had done by third parties be deemed to have been done on his own account and that the fee they received for these works be paid or that the receivables arising from the same works be transferred.

1. Termination of the authority of commercial representatives, commercial agents and other merchant assistants

ARTICLE 554- The business owner may revoke the authority of commercial representatives, commercial agents and other merchant assistants at any time, without prejudice to their rights arising from service, agency, partnership and similar contracts between them.

The loss of legal capacity or death of the business owner does not terminate the authority of commercial representatives, commercial agents and other merchant assistants.

CHAPTER THIRTEEN

Transfer

1. Definition

ARTICLE 555- Money transfer is a legal transaction in which the person making the money transfer authorizes the payer of the money transfer to deliver money, valuable documents or other tangible goods to the recipient of the money transfer on his own account, and authorizes the recipient of the money transfer to accept them on his own behalf.

1. Provisions
2. Relationship between the remitter and the remitter recipient

ARTICLE 556- If the transfer is made for the purpose of fulfilling the debt of the remitter to the recipient of the transfer, this debt ends only when the remitter fulfills the debt.

If the recipient of the remittance, who has accepted the remittance, has not been able to obtain the receivable within the period specified in the remittance by applying to the remittance payer, he may reassert this receivable against the remitter.

If the recipient of the money transfer, who is the creditor, does not want to accept the money transfer, he must notify the debtor of the situation without delay; if he does not, he will be liable to compensate for the damages arising from this.

1. Debt of the remittance payer

ARTICLE 557- If the remittance payer notifies the remittance recipient that he accepts the remittance without any reservation, he shall be obliged to perform and may only raise defences arising from the relationship between them or the content of the remittance; he cannot raise defences arising from the relationship between the remitter and himself.

If the remittance payer is indebted to the remitter, he is obliged to fulfill the obligation to the remitter, unless fulfilling the obligation to the remitter does not impose a greater burden on the remitter than fulfilling it. In this case, the remitter does not need to inform the remitter that he has accepted the remitter before fulfilling it, unless otherwise agreed between the remitter and the remitter.

III. Notification in case of non-performance 

ARTICLE 558 – If the remittance payer avoids fulfillment despite the request of the remittance recipient or announces in advance that he will not fulfill the subject of the remittance, the remittance recipient is obliged to notify the remitter of the situation without delay; if he does not notify, he will be liable for the damages incurred by the remitter.

1. Rollback

ARTICLE 559- The remitter may at any time revoke the authority he has given to the remitter. However, he cannot revoke the authority he has given for the benefit of the remitter, especially for the purpose of obtaining his receivables.

Unless the remittance payer notifies the remittance recipient that he has accepted the remittance, the remitter may revoke the authorization given to him.

In case of bankruptcy of the remitter, the remittance that has not yet been accepted will automatically terminate.

1. Remittance regarding negotiable instruments

ARTICLE 560- The provisions of this section shall apply to written transfers made for the purpose of paying a receivable attached to a negotiable instrument to the bearer. In this case, every bearer shall be deemed to be the recipient of the transfer in the face of the payer of the transfer. In contrast, the rights specific to the relationship between the remitter and the recipient of the transfer arise only between the transferor and the transferee of the receivable.

Checks and similar bills of exchange Special provisions regarding remittances are reserved.

CHAPTER FOURTEEN

Custody Agreements

1. General custody agreement
2. Definition

ARTICLE 561- A safekeeping contract is a contract in which the custodian holds a movable property left to him by the custodian. It is a contract that undertakes to keep it under protection in a safe place.

The custodian may charge a fee if expressly provided for or if circumstances and conditions require it.

1. The debts of the custodian

ARTICLE 562 – The bailor is obliged to pay all expenses necessitated by the performance of the contract.

The custodian is liable to compensate the custodian for any damages arising from the custodian’s storage, unless he proves that they were not caused by his own fault.

III. Obligations of the custodian

1. Prohibition of use

ARTICLE 563- The custodian cannot use the stored thing without the permission of the custodian.

If he acts contrary to this prohibition, he is obliged to pay an appropriate usage fee to the custodian, unless he proves that this damage would have occurred even if he had not used it. shall also be liable for any damages arising from unexpected circumstances.

2. Return
3. In general

ARTICLE 564- Even if a period is specified in the storage contract, the custodian is obliged to return the stored item with all its reproductions upon the request of the custodian, which the custodian may put forward at any time. However, the custodian is obliged to pay the expenses incurred by the custodian, taking into account the specified period.

1. Special cases

ARTICLE 565- The custodian cannot return the preserved thing before the expiration of the specified period. However, if the continuation of the contract is dangerous for the custodian or harmful to the custodian due to unforeseen circumstances, the custodian may return it before the expiration of the specified period.

If no period is specified, the custodian may return the stored item at any time.

If more than one person gives something for safekeeping, the custodian cannot escape liability by returning the thing to one of them, unless there is a provision to the contrary in the contract or unless all of them consent.

1. Place of return

ARTICLE 566- The preserved item shall be returned to the place where it should be kept, with the costs and damage being borne by the person who had it preserved.

3. Responsibility of the custodians

ARTICLE 567- Those who buy something together for safekeeping, shall, in succession, they become responsible.

4. Third party claims

ARTICLE 568- Even if a third party claims a real right over the preserved thing, the custodian is obliged to return it to the custodian unless the preserved thing is seized or a claim for recovery is filed against the custodian.

In case of seizure or a lawsuit for recovery, the custodian must immediately notify the custodian of the situation.

1. Leave to a trusted person

ARTICLE 569- If more than one person, in order to protect their rights, leaves something whose legal status is controversial or uncertain to a trustee, this person cannot return it to any of them without the consent of all those who deposited it or a decision of the judge.

1. Preservation of similar things

ARTICLE 570- If it is explicitly or implicitly agreed that the person who has deposited the money with him will return it in kind without being obliged to return it in kind, the benefit and damage of that money belong to him.

If the money is left unsealed and open, it is considered a covert agreement.

The custodian cannot dispose of other valuables or documents in the safe unless expressly authorized by the custodian.

1. Leave it to the warehouse
2. Issuing promissory notes

ARTICLE 571 – A warehousekeeper who publicly declares that he has accepted commercial goods for safekeeping may request permission from the competent authority to issue a promissory note representing the goods kept.

1. The storage obligation of the warehouseman

ARTICLE 572- The custodian is obliged to keep the goods entrusted to him as carefully as a broker, and if there is a change in the goods that requires taking additional measures, to notify the custodian to the extent possible.

The warehousing agent must always allow the custodian to inspect the condition of the goods and take samples during normal business hours and to take the necessary protective measures.

III. Mixing of leftovers

ARTICLE 573- Unless expressly authorized, the warehousekeeper cannot mix similar items of the same type and nature.

In such things that are mixed by authority, each of the custodians may demand a share proportionate to his right.

In this case, the custodian can separate the share of each custodian without the need for all custodians to be present together.

1. The rights of the warehouseman

ARTICLE 574 – The warehousekeeper may request the agreed or customary storage fee and all expenses not arising from storage, such as maintenance, transportation and customs.

These expenses are paid immediately; the storage fee is paid every three months and in any case, when all or part of the goods are taken back.

The custodian has the right of retention over the goods for his receivables as long as he is in possession of the goods or has the authority to dispose of them by means of any document representing the goods.

1. Return of goods

ARTICLE 575 – The custodian is obliged to return commercial goods as in the general storage contract. However, even in cases where the custodian has the authority to return them before the due date due to reasons not foreseen in the contract, the custodian is obliged to preserve the goods until the end of the agreed period.

1. Leaving accommodation, garage, car park and similar places to the operators
2. Responsibility of accommodation operators
3. Conditions and scope

ARTICLE 576- Operators of places such as hotels, motels, guesthouses, and holiday villages are responsible for the loss, damage or theft of the goods brought by the guests. However, the operators are exempted from this responsibility by proving that the damage is due to a fault attributable to the guest or to someone who visits him or who is with him or in his service, to force majeure or to the nature of the goods.

This liability is three times the daily accommodation fee for each of the guests, unless fault is attributed to the operators or their employees. cannot exceed the floor.

2. Valuables

ARTICLE 577 – If valuables or a significant amount of money or valuable documents are not left with the operator for safekeeping, the operator will only be liable in case of fault on his part or that of his employees.

If the operator has taken them for safekeeping or has refrained from taking them, he is liable for the full value of the goods.

The liability rule for other belongings of the guest applies to the guest’s belongings, money and similar items that he must keep with him.

3. Abolishing of responsibility

ARTICLE 578- If the occupant does not notify the operator as soon as he learns about his damage, he loses his right to claim.

Even if the operator declares in any way that he does not assume such responsibility or that he binds the responsibility to a condition not specified in this Law, he cannot escape responsibility.

1. Responsibilities of those who operate garages, car parks and similar places

ARTICLE 579- Operators of garages, car parks and similar places are liable for the loss, damage or theft of animals, horse carriages, harnesses and similar items belonging to them, motor vehicles and their accessories left to them or accepted by their employees. However, operators are exempted from this liability by proving that the damage is due to a fault attributable to the custodian or visitor or a person accompanying or serving them, force majeure or the nature of the goods.

However, garages, parking lots and similar places The liability of the operators cannot exceed ten times the daily storage fee received for each item stored, unless fault is attributed to them or their employees.

Even if the operator declares in any way that he does not assume such responsibility or that he binds the responsibility to a condition not specified in this Law, he cannot escape responsibility.

III. Right to imprisonment

ARTICLE 580 – Operators have the right of lien on the goods or animals left to them or placed in accommodations, garages, car parks and similar places, in order to secure their fees or receivables arising from storage expenses.

The provisions regarding the lessor’s right of retention apply here as well, by analogy.

CHAPTER FIFTEEN

Surety Agreement

1. Definition

ARTICLE 581- A suretyship contract is a contract in which the surety undertakes to be personally liable to the creditor for the consequences of the debtor’s failure to fulfill his obligation.

1. Conditions
2. Principal debt

ARTICLE 582- A suretyship agreement may be made for an existing and valid debt. However, a suretyship agreement may also be established for a debt that will arise in the future or is conditional, to become effective when such debt arises or when the condition is fulfilled.

A person who gives personal guarantee for a debt for which the debtor is not responsible due to mistake or incapacity is liable according to the provisions of the law on suretyship if he knew about the deficiency that invalidated the contract at the time he assumed the obligation. The same rule applies to a person who becomes a guarantor for a debt that has become time-barred on the part of the debtor.

Unless otherwise understood by law, the guarantor cannot waive in advance the rights granted to him in this section.

Figure II

ARTICLE 583- Unless the suretyship contract is made in writing and the maximum amount for which the guarantor will be liable and the date of the guarantee are specified, it shall not be valid. The guarantor must state in his own handwriting in the suretyship contract the maximum amount for which he will be liable, the date of the guarantee and, in the case of being a joint guarantor, the fact that he has undertaken an obligation in this capacity or with any expression that has this meaning.

The granting of a special authority to act as a guarantor on one’s own behalf and the promise to act as a guarantor to another party or a third party are subject to the same formal conditions. The parties may agree to limit the liability of the guarantor to a certain amount of the debt by complying with the written form.

Changes made later in the contract of guarantee and increasing the liability of the guarantor shall not be effective unless the form prescribed for the guarantee is complied with.

III. Consent of the spouse

ARTICLE 584- Unless there is a court decision for separation or unless the right to live separately has arisen legally, one of the spouses can only be a guarantor with the written consent of the other; this consent must be given before the conclusion of the contract or at the latest at the time of its establishment. 

The consent of the spouse is not required for any subsequent changes to the suretyship contract that do not increase the amount for which the guarantor will be liable, or transform the simple guarantee into a joint guarantee, or significantly reduce the guarantees for the benefit of the guarantor.

(Additional paragraph: 28/3/2013-6455/77 art.) The consent of the spouse is not required for guarantees to be given by the owner of a commercial enterprise registered in the trade registry or a partner or manager of a commercial company in relation to the enterprise or company, guarantees to be given by tradesmen or craftsmen registered in the tradesmen and craftsmen registry in relation to their professional activities, guarantees to be given for loans to be used within the scope of the Law No. 5570 on the Use of Interest-Supported Loans Executed by State-Owned Banks dated 27/12/2006, and guarantees to be given for loans to be used by agricultural credit, agricultural sales and tradesmen and craftsmen credit and guarantee cooperatives and public institutions and organizations to cooperative partners.

1. Contents
2. According to their types
3. Ordinary bail

ARTICLE 585- In ordinary guarantee, the creditor cannot pursue the guarantor unless he applies to the debtor; however, he can apply directly to the guarantor in the following cases:

1. Obtaining a final insolvency certificate as a result of the enforcement proceedings against the debtor.
2. It becomes impossible or significantly difficult to pursue legal proceedings against the debtor in Türkiye.
3. Decision on the bankruptcy of the debtor.
4. The debtor has been granted a concordat extension.

If the receivable is secured by a pledge before or during the guarantee, the guarantor in ordinary guarantee may first request that the receivable be taken from the subject of the pledge. However, if the debtor is declared bankrupt or a concordat period is granted to him, this provision does not apply.

If a guarantor is only made to cover the deficit, if the enforcement proceedings against the debtor result in the receipt of a definitive insolvency certificate, or if it becomes impossible to pursue the debtor in Türkiye, or if the composition becomes final, the guarantor can be directly contacted. In such cases, it may be decided in the contract that the creditor must first apply to the principal debtor. 

2. Joint guarantee

ARTICLE 586- If the guarantor has accepted to undertake an obligation as a joint guarantor or with any expression that means this, the creditor may pursue the guarantor without pursuing the debtor or without converting the real estate mortgage into cash. However, for this, the debtor must be late in performing the obligation, the warning must be ineffective or he must be clearly insolvent.

If the receivable is secured by a movable pledge subject to delivery or a receivable pledge, no application can be made to the guarantor before the pledge is converted into cash. However, if the judge determines in advance that the receivable cannot be fully satisfied by converting the pledge into cash or if the debtor goes bankrupt or a composition extension is granted, application can be made to the guarantor before the pledge is converted into cash.

3. Joint suretyship

ARTICLE 587- If more than one person becomes a guarantor for the same debt, each of them is liable for his own share as an ordinary guarantor, and for the share of the others as a guarantor.

Each of the guarantors who are jointly or severally liable with the debtor shall be liable for the entirety of the debt. However, a guarantor may refrain from paying more than his share, unless legal proceedings have been initiated against all the guarantors who were jointly or severally liable with him and who can be pursued in Türkiye. A guarantor may also exercise this right if the other guarantors have paid their shares or provided security in kind. Subject to agreements to the contrary, the guarantor who has paid the debt has the right of recourse against the other guarantors to the extent that they have not paid their share before. This right may also be exercised before recourse against the debtor.

If the creditor knows or should know that the guarantor has guaranteed by assuming that other persons are or will be guarantors for the same debt, the guarantor is released from his obligation to guarantee if this assumption does not later come true or if one of the guarantors is released from his obligation to guarantee by the creditor or if his guarantee is decided to be invalid.

Each of the guarantors for the same debt, independently of each other, is liable for the entirety of the surety debt. However, the guarantor who pays the debt has the right to recourse against the others in proportion to his share of the total amount of the guarantee, unless otherwise agreed.

4. Guarantor and recourse guarantor

ARTICLE 588- The guarantor who guarantees the debt of the guarantor to the creditor is liable together with the guarantor in the same way as an ordinary guarantor.

A recourse guarantor is a guarantor who guarantees that the guarantor will have recourse from the debtor.

1. Common provisions
2. Relationship between guarantor and creditor
3. Scope of responsibility

ARTICLE 589- The guarantor is liable in all cases up to the maximum amount specified in the guarantee contract.

Unless otherwise agreed in the contract, the guarantor is liable for the following, limited to the maximum amount stated:

1. The principal debt and the legal consequences of the debtor’s fault or default.
2. The expenses of the proceedings and lawsuits brought by the creditor against the debtor, provided that the creditor notifies the guarantor in good time that he can prevent them by paying the debt, and the expenses incurred in delivering the pledges to the guarantor and transferring the rights of lien, if necessary.
3. Contractual interests for one year and the current year, and if necessary, the interests of the principal lent in exchange for bonds for one year and the current year.

Unless expressly agreed in the contract, the guarantor is only liable for the debts of the debtor after the establishment of the guarantee contract.

Agreements stating that the guarantor will be liable for the damage and penalty clause caused by the invalidation of the principal debt relationship are absolutely null and void.

1. Follow-up of the guarantor

ARTICLE 590 – Even if the principal debt becomes due earlier due to the bankruptcy of the debtor, no legal proceedings can be initiated against the guarantor before the specified maturity.

In all types of suretyship, the guarantor may request the judge to stop the proceedings against him until the existing pledges are converted into cash and a definitive insolvency certificate is obtained as a result of the proceedings against the debtor or until a composition decision is made, in return for a security in kind.

If the principal debt becomes due and payable depends on the creditor or debtor giving notice in advance, this period for the surety debt begins to run on the date on which the notice is given to the guarantor.

Prohibitions on payment of debts by debtors residing in a foreign country, foreign exchange transactions or money transfers If, for reasons such as these, it has become impossible or limited due to the legal regulations of that foreign country, the guarantor whose place of residence is in Türkiye may object to the pursuit for this reason.

1. Def’is

ARTICLE 591- The guarantor has the right to assert against the creditor all defenses that belong to the principal debtor or his heirs and that do not arise from the principal debtor’s inability to pay, and is obliged to do so. The case of knowingly guaranteeing a debt for which the debtor is not liable, due to mistake, incapacity to make a contract or a debt that has become time-barred, is excluded from this provision.

Even if the principal debtor waives a defence that belongs to him, the guarantor may still assert this defence against the creditor.

If the guarantor makes a payment without knowing the existence of the principal debtor’s defenses, he has the right of recourse. On the other hand, if the principal debtor proves that the guarantor knew or should have known about these defenses, the guarantor loses his right of recourse to the extent that he would have been exempt from payment if they had been put forward.

In the guarantee of a debt arising from gambling or betting, the guarantor may put forward the defenses of the principal debtor, even if he is aware of this nature of the debt.

1. Delivery of due diligence, mortgage and debt securities

ARTICLE 592- If the creditor reduces the lien rights, security and priority rights that existed at the time of the guarantee or that he acquired later from the principal debtor as a special security for the receivable, to the detriment of the guarantor, the liability of the guarantor shall be reduced by a corresponding amount, unless the creditor proves that the damage is less. The guarantor reserves the right to demand the return of the amount he paid in excess.

In case of suretyship for employees, if the creditor neglects the supervision he is obliged to perform over the employees or does not show the care that can be expected from him, and the debt arises for this reason or increases to a level that he could not reach if he showed this care, he cannot claim this debt or the remaining part of the debt from the guarantor.

The creditor is obliged to deliver the debt instruments that will enable him to exercise his rights to the guarantor who pays the debt and to provide the necessary information. The creditor is also obliged to deliver to the guarantor the pledges and other securities that existed at the time of the guarantee or that were subsequently provided by the principal debtor for the receivable or to perform the necessary procedures for their transfer. The creditor’s lien and lien rights due to other receivables are reserved to the extent that they come before the rights of the guarantor in order.

The creditor fails to fulfill his obligations without a justified reason, due to gross negligence. If the guarantor disposes of existing documents or pledges or other securities for which he is liable, the guarantor is discharged from his obligation. In this case, the guarantor may demand the return of what he paid and compensation for any additional damages.

1. Requesting acceptance of payment

ARTICLE 593- Even if it is due to the bankruptcy of the debtor, if the debt becomes due, the guarantor may always request the creditor to accept the payment he will make. If more than one person is a guarantor for a debt, the creditor must accept the partial payment made by one of the guarantors, provided that it is not less than the share of the guarantor who proposed it.

If the creditor refuses to accept payment without a justified reason, the guarantor is released from his obligation; in the case of joint and several guarantees, the liability of the guarantors is reduced by the amount of their share.

If the creditor consents, the guarantor may pay the principal debt before it becomes due. However, in this case, the guarantor cannot exercise his right of recourse against the principal debtor before the debt becomes due.

1. Notification, record in bankruptcy and composition

ARTICLE 594- If the principal debtor is six months late in paying the principal or the interest for a half-yearly period or in the principal payments planned to be made from year to year, the creditor must notify the guarantor of the situation. Upon request, the creditor must always inform the guarantor about the scope of the principal debt.

If the principal debtor has been declared bankrupt or the debtor has requested a composition, the creditor must register his receivable and do what is necessary to protect his rights. The creditor must notify the guarantor as soon as he learns that the debtor has declared bankruptcy or that the debtor has been granted a composition extension.

If the creditor fails to fulfil any of the requirements stipulated in the above paragraphs, he loses his rights against the guarantor to the extent of the damage suffered by him.

2. Relationship between the guarantor and the debtor
3. The right to demand security and relief from debt

ARTICLE 595- The guarantor may request the principal debtor to provide security and, if the debt has become due, to relieve him of the debt in the following cases:

1. If the principal debtor has acted contrary to his obligations towards the guarantor, especially his promise to relieve him of his debt within a certain period.
2. If the principal debtor is in default or the prosecution is made significantly more difficult by his transfer of residence to another country.
3. If the existing danger for the guarantor has increased significantly compared to the date of the guarantee, as a result of the deterioration of the financial situation of the principal debtor, the depreciation of the guarantees or the fault of the debtor.

1. Right of recourse of the guarantor

ARTICLE 596- The guarantor succeeds to the rights of the creditor to the extent that he performs the obligation. The guarantor may use these rights when the principal debt becomes due.

Unless otherwise agreed, the guarantor shall succeed only to the rights of lien and other securities provided for the same claim, those existing at the time of the guarantee or those subsequently given specifically for this claim by the principal debtor. A guarantor who has partially performed for the creditor shall succeed only to the part of the lien that covers it. The remaining claim of the creditor on the subject of the lien shall take precedence over the lien of the guarantor.

Claims and defenses arising from the legal relationship between the guarantor and the principal debtor are reserved.

If the pledge securing a receivable is converted into cash or the debt is paid by the pledged owner, the owner can only exercise his right of recourse against the guarantor if there is such an agreement between him and the guarantor or if the pledge is given subsequently by a third party.

The limitation period regarding the right of recourse of the guarantor begins to run when the guarantor performs the obligation to the creditor.

If the guarantor makes a payment for a debt that does not give rise to a right of action or does not bind the principal debtor due to error or incapacity, he has no right of recourse against the principal debtor. However, if the guarantor has undertaken to be liable for a principal debt that has become time-barred as the debtor’s agent, the principal debtor is liable to him in accordance with the provisions of the agency contract.

1. Notification burden of the guarantor

ARTICLE 597- The guarantor who pays the debt in full or in part must notify the debtor of the situation.

If the guarantor fails to make this notification and the debtor, who does not know or should not know about the payment, performs the payment to the creditor, he loses his right of recourse.

The guarantor reserves the right to file a lawsuit against the creditor for unjust enrichment.

1. Termination
2. According to the law

ARTICLE 598- Regardless of the reason, when the principal debt is terminated, the guarantor is also released from his debt.

If the debtor and guarantor are held together by the same person, the special benefits arising from the guarantee remain reserved for the creditor.

Any guarantee given by a natural person shall automatically cease to exist after ten years have passed from the date of the establishment of the relevant contract.

Even if the bail is given for a period exceeding ten years, the bailee can only be pursued until the ten-year period expires, unless it is extended or a new bail is given.

The guarantee period may be extended for a new period of maximum ten years, provided that the guarantee is made one year before the expiry of the guarantee, with a written statement by the guarantor in accordance with the form of the guarantee agreement.

1. Revocation of bail

ARTICLE 599 – In the guarantee of a debt that will arise in the future, if the financial situation of the debtor before the debt arises has deteriorated significantly after the guarantee agreement was made or if it turns out that his financial situation is much worse than the guarantor had assumed in good faith at the time of guarantee, the guarantor shall notify the creditor in writing and, as long as the debt does not arise, can always withdraw from the guarantee agreement.

The guarantor is obliged to compensate the creditor for the damages he suffers due to his reliance on the guarantor.

III. In temporary guarantee

ARTICLE 600 – In a limited guarantee, the guarantor is released from his debt at the end of the period.

1. In case of non-term guarantee

ARTICLE 601- In a non-limited guarantee, the guarantor may, when the principal debt becomes due, request the creditor to exercise his rights of lawsuit and pursuit against the debtor within one month, to initiate pursuit by converting the pledge into cash, if any, and to continue pursuit without interruption, in case of a simple guarantee, at any time and in case of a joint guarantee, in cases stipulated by law.

If the debt becomes due as a result of the notice given by the creditor to the debtor, the guarantor may request the creditor to make such notice one year after the date of establishment of the guarantee agreement and, when the debt becomes due in this way, to exercise his rights of pursuit and litigation in accordance with the provisions of the above paragraph.

If the creditor does not fulfill these demands of the guarantor, the guarantor is released from his debt.

1. Guarantee for employees

ARTICLE 602- In case of a temporary guarantee for employees, the guarantor may notify the employee that he/she is terminating the contract once every three years, effective at the end of the following year.

1. Area of application

ARTICLE 603- The provisions regarding the form of the guarantee, the capacity to be a guarantor and the consent of the spouse are also applicable to other contracts made under a different name by real persons regarding the provision of personal security.

CHAPTER SIXTEEN

Gambling and Betting

1. Inability to sue and follow up on the receivable

ARTICLE 604- No lawsuit can be filed or pursued regarding receivables arising from gambling and betting.

The same provision applies to advances and loans knowingly given for gambling or betting, and to forward sales made on the basis of price difference of goods traded on the stock exchange, foreign currencies and valuable documents, if they are of a gambling or betting nature.

1. Issuing a promissory note and paying it voluntarily

ARTICLE 605- Even if a bill of exchange or an ordinary debt signed by a gambler or bettor is transferred to a third party, no one can file a lawsuit or pursue the case based on them. The rights granted to bona fide third parties by negotiable instruments are reserved.

Payments made voluntarily for gambling and betting debts cannot be taken back. However, if the gambling or betting is prevented from being carried out properly by an unexpected event or the act of the other party, or if the other party has involved fraud in gambling or betting, the voluntary payment can be taken back.

1. Lottery and other games of chance

ARTICLE 606- Unless permitted by law or authorized bodies, no lawsuits can be filed or proceedings can be initiated regarding receivables arising from lotteries and other games of chance.

In cases where this is not permitted, the provisions regarding gambling also apply to lotteries and other games of chance.

Lotteries and other games of chance organized in foreign countries in accordance with their own rules cannot benefit from legal protection unless the sale of tickets for these are permitted by the competent authorities in Türkiye.

CHAPTER SEVENTEEN

Lifetime Income and Death Support Agreements

FIRST DISCRIMINATION

Lifetime Income Contract

1. Definition

ARTICLE 607- A lifelong income contract is a contract in which the income debtor undertakes to perform certain periodic performances for the income creditor during the lifetime of one of them or a third person.

Unless there is an express provision to the contrary, the contract is deemed to have been made during the lifetime of the income payee.

Income that is limited to the life of the income debtor or a third person passes to the heirs of the income creditor, unless otherwise agreed.

1. Shape

ARTICLE 608- A lifelong income contract is not valid unless it is made in writing.

1. Rights of the income creditor
2. Exercise of the right

ARTICLE 609- Unless otherwise agreed in the contract, lifelong income is paid every six months and in advance.

Even if the person to whom the income is tied for a lifetime dies before the end of the period for which advance payment is foreseen, the entire income for that period is deemed to be owed by the income debtor.

If the income debtor goes bankrupt, the income creditor acquires the right to register in the bankruptcy estate a sum of money corresponding to the principal that must be paid by the relevant social security institution in order to obtain the periodic income for which the income debtor is liable.

1. Transferability

ARTICLE 610- Unless otherwise agreed upon in the contract, the income creditor may transfer his rights to someone else.

SECOND DIFFERENCE

Contract for Care Until Death

1. Definition

ARTICLE 611- The contract of care until death requires the care debtor to care for and look after the care creditor until death, and the care creditor to It is a contract in which the party assumes the obligation to transfer an asset or some asset values to another party.

If the maintenance debtor is appointed as an heir by the maintenance creditor, the provisions regarding the inheritance contract apply to the maintenance agreement until death.

1. Shape

ARTICLE 612- A contract of care until death shall not be valid unless it is made in the form of an inheritance contract, even if it does not include the appointment of an heir.

If the contract is made by a care institution recognized by the State in accordance with the conditions determined by the competent authorities, the written form is sufficient for its validity.

1. Assurance

ARTICLE 613- The maintenance creditor, who has transferred a real estate to the maintenance debtor, has the legal mortgage right on this real estate, just like the seller, in order to secure his rights.

1. Subject

ARTICLE 614- The maintenance creditor joins the family community of the maintenance debtor by the establishment of the contract. The maintenance debtor is obliged to perform the obligations required by equity to the maintenance creditor according to the value of the goods received and the previous social status of the maintenance creditor.

The care debtor is obliged to provide the care creditor with suitable food and housing, to look after him with due care in case of illness and to have him treated.

The scope and performance of the care obligation of institutions established for the purpose of caring for the people they accept until their death are determined by general regulations prepared by them and approved by the competent authorities. These regulations are considered as part of the content of the contract.

1. Cancellation and reduction

ARTICLE 615- If the maintenance creditor loses the opportunity to fulfill his/her obligations towards the persons to whom he/she is legally liable for maintenance due to the contract of maintenance until death, those who are deprived of this may request the cancellation of the contract.

Instead of cancelling the contract, the judge may decide that the maintenance creditor pays alimony to the persons to whom he is liable for alimony, to be offset against the obligations to be performed by the maintenance debtor.

The heirs’ right to file a reduction lawsuit and the creditors’ right to file an annulment lawsuit are reserved.

1. Termination
2. Termination by prior notice

ARTICLE 616- If there is a significant disproportion between the obligations of the parties and the party receiving the excess cannot prove that the donation was intended to be made to him, the other party may terminate the contract at any time, provided that it gives six months’ notice. In determining this disproportion, the principal value corresponding to the value of what was given to the maintenance debtor by the relevant social security institution shall be determined. the difference between them is taken into account.

The obligations performed until the termination of the contract are evaluated together with the principal and interest and returned to the party that became the creditor as a result of the equalization.

1. Termination without prior notice

ARTICLE 617- If the continuation of the contract becomes intolerable due to the breach of obligations arising from the contract or if other important reasons make the continuation of the contract impossible or excessively difficult, either party may terminate the contract without prior notice. If the contract is terminated based on one of these reasons, the party at fault shall return the thing received and shall be liable to pay the party at fault an appropriate compensation for the damage suffered as a result.

The judge may find it appropriate to terminate the contract without prior notice, or, upon the request of one of the parties or on his own initiative, may terminate their living in the family community and grant the maintenance payee a lifelong income.

III. Death of the maintenance debtor

ARTICLE 618- If the maintenance debtor dies, the maintenance creditor may request the termination of the contract within one year. In this case, the maintenance creditor may request from the heirs of the maintenance debtor that a sum of money be paid to him equal to the amount he could request from the bankruptcy estate in the event of the maintenance debtor’s bankruptcy.

1. Claim in case of non-transferability, bankruptcy and seizure

ARTICLE 619- The maintenance creditor cannot transfer his rights to anyone else.

In case of bankruptcy of the maintenance debtor, the maintenance creditor acquires the right to register as a receivable in the bankruptcy estate a sum of money equal to the principal value to be paid by the relevant social security institution in order to obtain the periodic income that the debtor is obliged to pay.

The maintenance creditor may participate in the seizure carried out against the debtor by third parties in order to cover this claim.

CHAPTER EIGHTEEN

Ordinary Partnership Agreement

1. Definition

ARTICLE 620- An ordinary partnership contract is a contract in which two or more persons undertake to combine their labor and property to achieve a common goal.

If a partnership does not have the distinguishing characteristics of partnerships regulated by law, it is deemed to be an ordinary partnership subject to the provisions of this section.

1. Relationship between partners
2. Participation share

ARTICLE 621- Every partner is obliged to contribute a contribution to the partnership in the form of money, receivables, other goods or labor.

Unless otherwise agreed in the contract, the participation shares must be of the importance and nature required by the purpose of the partnership and must be equal to each other.

If a partner’s share consists of the use of something, the provisions in the lease contract; if it consists of the ownership of something, the provisions in the sales contract regarding liability for damage, defect and seizure are applied by analogy.

1. Profit and loss
2. Sharing of profits

ARTICLE 622- Partners are obliged to share among themselves all profits that, by their nature, belong to the partnership.

2. Participation in profits and losses

ARTICLE 623- Unless otherwise agreed in the contract, each partner’s share in profits and losses is equal, regardless of the value and nature of their participation share.

If one of the partners’ profit or loss participation shares is determined in the contract, this determination also refers to the share in the other.

An agreement that a partner will only participate in the profits without participating in the losses is valid only for the partner who has contributed his labor as a participation share.

III. Decisions of the partnership

ARTICLE 624- Decisions of the partnership are taken by the unanimous vote of all partners.

If the agreement specifies that decisions will be taken by majority vote, the majority is determined by the number of partners.

1. Management of the partnership

ARTICLE 625- All partners have the right to manage the partnership, unless the management is left to one or more partners or a third person by contract or decision.

If the partnership is managed by all or several partners, each of them may perform the transaction without the participation of the others; however, each partner authorized to manage the partnership may prevent the transaction by objecting to the transaction before it is completed.

The unanimous consent of all partners is required for the appointment of a general authorized representative for the partnership and for the execution of the partnership’s extraordinary affairs. However, in cases where delay would be detrimental, each managing partner is authorized in this regard.

1. Liability between partners
2. Non-competition

ARTICLE 626- Partners cannot perform any action that would hinder or harm the purpose of the partnership for their own benefit or that of third parties.

2. Expenses and works carried out by the partners

ARTICLE 627 – The other partners are liable to one of the partners for the expenses incurred by him or the debts he has incurred for the partnership business; the other partners are obliged to compensate for the damages that this partner suffers directly due to the management business and the damages that arise as a result of the risks arising from the management of the partnership.

A partner who advances money to the partnership may demand interest starting from the day he or she makes the advance.

A partner who has worked hard for the partnership business, even though he is not obliged to do so, may demand payment of a compensation as required by equity.

3. Duty of care

ARTICLE 628- Every partner is obliged to exert the same effort and care in partnership affairs as in his own affairs.

Each partner is obliged to compensate the others for the damages he has caused through his own fault, without the right to have them offset against the benefits he has provided to the partnership in other businesses.

A partner who carries out partnership business in return for a fee is liable in accordance with the provisions of the power of attorney.

1. Removal and limitation of management authority

ARTICLE 629 – The management authority granted to one of the partners by the partnership agreement cannot be removed or limited by the other partners without a justified reason.

Even if there is a provision in the partnership agreement stating that the authority cannot be revoked, each of the other partners can revoke the management authority if there is a justified reason.

Justifiable reasons exist particularly where the managing partner has grossly neglected his duties or has lost the ability required for good management.

VII. Relationship between managing partners and other partners

1. In general

ARTICLE 630- Unless otherwise provided in this section of the law or in the partnership agreement, the relations between the managing partners and the other partners are subject to the provisions regarding the agency agreement.

In cases where a partner who does not have the authority to manage the partnership performs the partnership’s work or exceeds the authority of a partner who has this authority, the provisions regarding performing work without authority apply.

The managing partners are obliged to give accounts at least once a year and pay the profit shares to the partners. The agreement regarding the extension of the accounting period is absolutely null and void. The same rule applies if the person managing the partnership is not one of the partners.

2. Reviewing partnership affairs

ARTICLE 631- Even if he does not have management authority, every partner has the right to obtain information about the operation of the partnership, to examine its books and records, to take copies of them and to summarize its financial situation.

Contracts to the contrary are absolutely null and void.

VIII. Changes among partners and in the partnership structure

1. New partner recruitment and sub-participation

ARTICLE 632- Adoption of a new partner to the partnership is subject to the consent of all partners.

If one of the partners unilaterally makes a third person a partner in the partnership or transfers his share to him, this third person cannot acquire the status of partner.

2. Withdrawal and expulsion from the partnership
3. In general

ARTICLE 633- In the event of a partner giving notice of termination, being restricted, going bankrupt, having his share in the liquidation converted into cash through forced execution or dying, and if there is a provision in the contract that the partnership will continue with the other partners, when one of these situations occurs, that partner or his representative or the heir of the deceased partner may leave the partnership or be removed from the partnership by a written notice given by the other partners.

1. Liquidation of partnership share

ARTICLE 634- In case a partner resigns or is expelled from the partnership, his share automatically passes to the other partners in proportion to their shares.

The other partners are obliged to return to the partner who has resigned or been expelled the property he has left to the partnership for use, and to pay the liquidation share that would have been paid if the partnership had been liquidated on the date when the partnership status ended, relieving him of joint liability arising from the partnership’s current debts. For the partnership’s debts that have not yet become current, the other partners may provide security for the partner who has resigned or been expelled, instead of relieving him of the debt.

The liquidation share of the resigned or expelled partner shall be calculated by a person who is an expert in financial affairs, as of the date on which the partnership status ends. If the parties cannot agree on an expert, this person shall be appointed by the judge.

1. Insufficiency of assets

ARTICLE 635- If, on the date when the partnership status ends, the assets of the partnership are not sufficient to cover its debts, the partner who leaves or is expelled is obliged to pay the amount of the debt to the other partners within the framework of the regulations regarding sharing in losses.

1. Unfinished business

ARTICLE 636- The partner who resigns or is expelled shall share in the profit or loss arising from the unconcluded transactions during the period in which he was a partner.

The person whose partnership status has ended may request the profit share, if any, due to completed work as of the end of that accounting year, and the necessary information about ongoing work.

1. Relationship of partners with third parties
2. Representation

ARTICLE 637- A partner who carries out a transaction with a third party in his own name and on behalf of the partnership shall personally be a creditor and debtor to that person.

If one of the partners carries out a transaction with a third party on behalf of the partnership or all partners, the other partners become the creditors or debtors of this person only in accordance with the provisions regarding representation.

The partner to whom the management task is given is deemed to have the authority to represent the partnership or all partners against third parties. However, the authority to perform significant transactions by the managing partner with the authority to represent must be given by unanimous vote of all partners and this must be clearly stated in the authorization document.

1. The consequences of representation

ARTICLE 638 – The things, receivables and real rights acquired for or transferred to the partnership belong to all partners in cooperation within the framework of the partnership agreement.

Unless there is a provision to the contrary in the partnership agreement, a partner’s creditors can only exercise their rights over that partner’s share in the liquidation.

Partners, together or through a representative, undertake to undertake, within the framework of the partnership relationship, against a third party. They are jointly and severally liable for debts unless otherwise agreed.

1. Termination of the partnership
2. Reasons for termination
3. In general

ARTICLE 639- Partnership ends in the following cases:

1. When the purpose set forth in the partnership agreement is not realized or its realization becomes impossible.
2. Upon the death of one of the partners, if there is no provision in the contract regarding the continuation of the partnership with heirs.
3. If there is no provision in the contract regarding the continuation of the partnership, by the restriction of the partner, bankruptcy or liquidation of his share into cash through forced execution.
4. By unanimous decision of all partners.
5. Upon the expiration of the agreed term for the partnership.
6. By giving notice of dissolution by a partner, if the partnership agreement reserves the right to give notice of dissolution or if the partnership is established for an indefinite period or for the life of one of the partners.
7. In case of justified reasons, always without any other conditions, upon request for termination by court decision.

2. Indefinite-term partnership

ARTICLE 640- If the partnership is established for an indefinite period or for the life of one of the partners, each partner may give notice of termination six months in advance.

The termination notice cannot be given contrary to the rules of honesty and especially at an inappropriate time. The termination notice shall only become effective at the end of the accounting year.

If the partnership continues with the implicit will of the partners after the expiration of the period stipulated in the contract, it becomes an indefinite-term partnership.

1. Effect of termination on the management of the partnership

ARTICLE 641- If the partnership is terminated by any means other than notice of termination, the authority of a partner to manage the partnership affairs continues in his name until the time he learns of the termination or could have learned of it if he had exercised the necessary diligence.

If the partnership ends with the death of one of the partners, the heir of the deceased partner is obliged to immediately notify the other partners. The heir shall continue the business that the deceased partner was previously conducting within the framework of the rules of honesty until the necessary measures are taken. The other partners shall continue to conduct the partnership business in the same manner, temporarily.

III. Liquidation

1. Procedure for participation fee

ARTICLE 642- A partner who has put up the ownership of something as a participation share cannot take that thing back as it is, as a result of the liquidation to be made upon the termination of the partnership; however, he can demand the value assigned to the participation share he put up.

If this value is not determined, the redemption is made based on the value of the thing at the time it was included as a participation share.

2. Sharing of profits and losses

ARTICLE 643- If there is anything left after the debts of the partnership are paid and the advances given by each partner to the partnership, the expenses incurred for the partnership and the participation share they have contributed are returned, this profit is shared among the partners.

If the partnership’s remaining assets after paying debts, expenses and advances are not sufficient to repay the participation shares contributed by the partners, the loss is shared among the partners.

3. Liquidation procedure

ARTICLE 644- In case of termination of the partnership, the liquidation shall be carried out jointly by all partners, including non-managing partners. However, if the partnership agreement stipulates that certain transactions shall be carried out by one of the partners in his own name and on behalf of the partnership, this partner shall be obliged to carry out those transactions alone and account to the others after the partnership is terminated.

The partners may appoint a liquidator to carry out the liquidation process. If they cannot agree on this issue, each partner may request that the liquidator be appointed by a judge.

The fee to be paid to the liquidator is determined by the judge, taking into account the labor required for the liquidation and the income from the partnership assets, unless there is a provision in the contract or a unanimous decision of the partners, and is paid from the partnership assets or, if this is not possible, from the partners jointly.

Disputes that may arise regarding the liquidation procedure or the shares to be distributed to each partner as a result of the liquidation are resolved by the judge upon the request of the relevant parties.

1. Liability to third parties

ARTICLE 645- Termination of the partnership does not change the obligations towards third parties.

Its relationship with the Turkish Civil Code

ARTICLE 646- This Law is the Fifth Book of the Turkish Civil Code No. 4721 dated 22/11/2001 and is its complement.

Repealed Law

ARTICLE 647- The Code of Obligations No. 818 dated 22/4/1926 has been repealed.

TEMPORARY ARTICLE 1- (Added: 8/6/2022-7409/4 art.) 

Agreements regarding the rental fee to be applied in the renewed rental periods between the date of entry into force of this article and 1/7/2023 (inclusive) for residential rents are valid on condition that they do not exceed twenty-five percent of the rental fee for the previous rental year. If the change rate in the consumer price index of the previous rental year is below twenty-five percent according to the twelve-month averages, the change rate is valid. This rule is also applied to rental agreements with a term longer than one year. Agreements made in a way that exceeds these rates are invalid in terms of excess amounts. The provision of this paragraph is also applied to decisions to be given by the judge in accordance with the second paragraph of Article 344.

TEMPORARY ARTICLE 2 – (Added: 14/7/2023-7456/23 art.) 

Agreements regarding the rental fee to be applied in the renewed rental periods between 2/7/2023 and 1/7/2024 (inclusive) for residential rents are valid on condition that it does not exceed twenty-five percent of the rental fee for the previous rental year. If the change rate in the consumer price index of the previous rental year is below twenty-five percent according to the twelve-month averages, the change rate is valid. This rule is also applied to rental agreements with terms longer than one year. Agreements made in a way that exceeds these rates are invalid in terms of excess amounts. The provision of this paragraph is also applied to decisions to be given by the judge in accordance with the second paragraph of Article 344.

Force

ARTICLE 648- This Law shall enter into force on July 1, 2012.

Executive

ARTICLE 649- The Council of Ministers shall execute the provisions of this Law.

PROVISIONS THAT CANNOT BE IMPLEMENTED IN LAW NO. 6098

1- This is the provision of Law No. 6217 dated 31/3/2011:

TEMPORARY ARTICLE 2 – (Amended: 4/7/2012-6353/53 art.)

In workplace leases where the tenant is a person considered as a merchant in the Turkish Commercial Code or a private or public law legal entity, articles 323, 325, 331, 340, 342, 343, 344, 346 and 354 of the Turkish Code of Obligations No. 6098 dated 11/1/2011 shall not be applied for a period of 8 years as of 1/7/2012. In this case, the provisions of the lease agreement shall be applied in relation to the issues specified in these articles in the lease agreements in accordance with the freedom of contract. In cases where there is no provision in the lease agreements, the provisions of the repealed Code of Obligations shall be applied.

LEGISLATION ADDING AND AMENDING LAW NO. 6098 OR

ENTERING INTO FORCE OF CONSTITUTIONAL COURT DECISIONS

TABLE SHOWING THE DATES