Turkish Code of Obligations

A contract is formed by the mutual and concordant declaration of intent of the parties.

The declaration of intent may be express or implied.

If the parties have agreed on the essential points of the contract, the contract shall be deemed formed even if the secondary points have not been addressed.

If no agreement can be reached on the secondary points, the judge shall decide the dispute having regard to the nature of the transaction.

The provisions on the form of contracts are reserved.

A person who offers to conclude a contract and sets a time limit for acceptance is bound by the offer until that time limit expires.

If the acceptance does not reach the offeror within that time limit, the offeror is released from being bound by the offer.

If an offer made to a person who is present, without a time limit for acceptance, is not accepted immediately, the offeror is released from being bound by the offer.

An offer made during direct communication by means capable of providing communication, such as telephone or computer, shall be deemed made between persons who are present.

An offer made to a person who is not present, without a time limit for acceptance, binds the offeror until the moment at which the arrival of a reply sent in due time and in proper manner could be expected.

The offeror may assume that the offer has arrived in due time.

Where an acceptance sent in due time reaches the offeror late and the offeror does not wish to be bound by it, the offeror must immediately notify the acceptor of this.

Where the offeror is not obliged, by law, by the nature of the transaction or by the circumstances, to await an express acceptance, the contract shall be deemed formed if the offer is not rejected within a reasonable time.

The sending of an unordered thing shall not be deemed an offer. The person who receives such thing is not obliged to return it or to keep it.

If the offeror expressly states that the right not to be bound by the offer is reserved, or if it is apparent from the nature of the transaction or from the circumstances that the offeror does not intend to be bound, the offer does not bind the offeror.

The display of goods with their prices indicated, or the sending of tariffs, price lists or the like, shall be deemed an offer unless the contrary is clearly and readily apparent.

A person who announces by public notice that a reward will be given in return for the achievement of a result is obliged to perform that promise.

If the person promising the reward withdraws the promise before the result is achieved or prevents the achievement of the result, that person is obliged to pay the expenses incurred in accordance with the rules of good faith. However, the total of the expenses to be paid to one or more persons may not exceed the value of the reward.

The person promising the reward is released from the obligation to pay the expenses if that person proves that those claiming payment of their expenses could not have achieved the expected result.

If the declaration of withdrawal reaches the other party before or at the same time as the offer, or reaches it later but comes to the knowledge of the other party before the offer, the offer shall be deemed not to have been made.

This rule also applies to the withdrawal of an acceptance.

Contracts formed between persons who are not present take effect from the moment the acceptance is sent.

Where an express acceptance is not required, the contract takes effect from the moment the offer arrives.

Unless otherwise provided by law, the validity of contracts is not subject to any form.

The form prescribed by law for contracts is, as a rule, a form required for validity. Contracts formed without complying with the prescribed form produce no legal effect.

Compliance with the written form is also mandatory for the amendment of a contract which is required by law to be made in written form. However, supplementary ancillary provisions which do not contradict the text of the contract are excluded from this rule.

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

In contracts required to be made in written form, the signatures of the persons assuming obligations must be present.

Unless otherwise provided by law, a signed letter, a telegram the original of which has been signed by the persons assuming obligations, fax or similar means of communication provided that they have been confirmed, or texts which can be sent and stored with a secure electronic signature, shall also substitute for written form.

The signature must be affixed in the handwriting of the person assuming the obligation. A secure electronic signature also produces all the legal consequences of a handwritten signature.

A signature affixed by means other than handwriting shall be deemed sufficient only where accepted by custom and usage, and in particular in the signing of negotiable instruments issued in large numbers.

Amended paragraph: 13/2/2011, Law No. 6111, Art. 213 Upon the request of visually impaired persons, witnesses shall be required for their signatures. Otherwise, it is sufficient for visually impaired persons to affix their signatures in handwriting.

Persons unable to sign may use, in place of a signature, a fingerprint, a mark made by hand or a seal, provided that it has been duly certified.

The provisions on bills of exchange and similar negotiable instruments (kambiyo senetleri) are reserved.

If the parties have agreed that a contract not subject to any form under the law shall be made in a particular form, a contract not made in the agreed form does not bind the parties.

If written form has been agreed without any further specification, the provisions on the statutory written form apply.

An acknowledgment of debt is valid even if it does not state the cause of the debt.

In determining and interpreting the type and content of a contract, the true and common intention of the parties shall prevail, irrespective of any inaccurate expressions or words they have used either by mistake or in order to conceal their true purpose.

The debtor may not plead that the transaction is simulated against a third party who has acquired the claim in reliance on a written acknowledgment of debt.

General terms and conditions are contractual provisions which, when a contract is being concluded, the drafting party has prepared unilaterally and in advance for the purpose of using them in numerous similar contracts in the future, and presents to the other party. Whether these terms are contained in the text of the contract or in an annex thereto, as well as their scope, typeface and form, are of no significance for their characterisation.

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

Clauses inserted in the contract containing general terms and conditions or in a separate contract stating that each of these terms has been negotiated and accepted do not, by themselves, cause them to cease to be general terms and conditions.

The provisions on general terms and conditions also apply, irrespective of their nature, to contracts prepared by persons and entities conducting the services they provide under an authorisation granted by law or by the competent authorities.

The incorporation into the contract of general terms and conditions that are contrary to the interests of the other party is subject to the drafting party expressly informing the other party, at the time the contract is concluded, of the existence of those terms and providing an opportunity to learn their content, and to the other party accepting those terms. Otherwise, the general terms and conditions shall be deemed not written.

General terms and conditions that are alien to the nature of the contract and the nature of the transaction shall also be deemed not written.

The provisions of the contract other than the general terms and conditions deemed not written remain valid. In this case, the drafting party may not assert that it would not have concluded the contract with the other provisions had the terms deemed not written not existed.

If a provision contained in general terms and conditions is not clear and comprehensible or is open to more than one meaning, it shall be interpreted against the drafting party and in favour of the other party.

Clauses contained in a contract including general terms and conditions or in a separate contract which grant the drafting party the power to unilaterally amend, to the detriment of the other party, a provision of the contract containing general terms and conditions or to introduce new arrangements shall be deemed not written.

Provisions which, contrary to the rules of good faith, are detrimental to the other party or aggravate the other party's position may not be included in general terms and conditions.

The parties may freely determine the content of a contract within the limits prescribed by law.

Contracts which are contrary to the mandatory provisions of the law, to morality, to public order or to personality rights, or the subject matter of which is impossible, are absolutely null and void.

The nullity of some of the provisions contained in the contract does not affect the validity of the others. However, if it is clearly apparent that the contract would not have been concluded without those provisions, the entire contract becomes absolutely null and void.

If there is a manifest disproportion between the mutual performances in a contract and this disproportion has been brought about by exploiting the distress, thoughtlessness or inexperience of the injured party, the injured party may, depending on the circumstances, either notify the other party that it is not bound by the contract and demand the return of its performance, or remain bound by the contract and demand the elimination of the disproportion between the performances.

The injured party may exercise this right within one year from the date on which it learned of its thoughtlessness or inexperience, or, in the case of distress, from the date on which the distress ceased, and in any event within five years from the date on which the contract was formed.

Contracts concerning the future conclusion of a contract are valid.

Except for the exceptions provided for by law, the validity of a preliminary contract is subject to the form of the contract to be concluded in the future.

A party who, at the time of concluding the contract, was under a fundamental error is not bound by the contract.

The following cases of error, in particular, are fundamental:

1. Where the person in error declared an intention for a contract other than the one which that person wished to conclude.

2. Where the person in error declared an intention for a subject matter other than the one intended.

3. Where the person in error declared the intention to conclude a contract to a person other than the one with whom that person actually wished to contract.

4. Where the person in error, although taking into account a person having particular qualities when concluding the contract, declared the intention for another person.

5. Where the person in error declared an intention for a performance considerably greater than the one actually intended to be undertaken, or for a counter-performance considerably smaller than the one actually intended.

Mere errors of calculation do not affect the validity of the contract; they shall merely be corrected.

An error in motive shall not be deemed a fundamental error. The error shall be deemed fundamental where the person in error regarded the motive in respect of which the error was made as the basis of the contract and this is consistent with the rules of good faith prevailing in business dealings. However, this circumstance must also be recognisable by the other party.

The provisions on error also apply where the intention to conclude the contract has been incorrectly transmitted by an intermediary such as a messenger or interpreter, or by a device.

The person in error may not invoke the error contrary to the rules of good faith.

In particular, where the other party declares that it consents to the contract being formed in the sense intended by the person in error, the contract shall be deemed formed in that sense.

If the person in error was at fault for the error, that person is obliged to compensate the damage arising from the nullity of the contract. However, compensation may not be claimed if the other party knew or ought to have known of the error.

The judge may, where equity so requires, award greater compensation, provided that it does not exceed the benefit expected from performance.

If one of the parties has concluded a contract as a result of fraud by the other, that party is not bound by the contract, even if the error is not fundamental.

A party who has concluded a contract as a result of fraud by a third party is not bound by the contract if the other party knew or was in a position to know of the fraud at the time the contract was concluded.

If one of the parties has concluded a contract as a result of duress by the other party or by a third party, that party is not bound by the contract.

Where the duress was exercised by a third party and the other party neither knew nor was in a position to know of the duress, the party under duress who does not wish to remain bound by the contract is obliged, if equity so requires, to pay compensation to the other party.

Duress shall be deemed to exist if the party under duress, in view of the circumstances, was justified in believing that a serious and imminent danger of harm had arisen to the personality rights or property of that party or of one of that party's relatives.

Where a contract is concluded under the threat of exercising a right or a power arising from law, the existence of duress shall be accepted if the person declaring the intention to exercise that right or power has obtained an excessive advantage from the distress of the other party.

A party who has concluded a contract by reason of error or fraud, or as a result of duress, shall be deemed to have ratified the contract if, within one year from the moment that party learned of the error or fraud or the effect of the duress ceased, that party does not give notice that it is not bound by the contract or does not reclaim what it has given.

The ratification of a contract which is not binding by reason of fraud or duress does not extinguish the right to compensation.

The consequences of a legal transaction performed by an authorised representative in the name and for the account of another person bind the represented person directly.

If the representative does not disclose that capacity when performing the legal transaction, the consequences of the legal transaction accrue to the representative. However, if the other party infers or ought to infer the existence of a relationship of representation from the circumstances, or if it makes no difference to it whether it performs the legal transaction with the representative or the represented person, the consequences of the legal transaction accrue directly to the represented person.

In other cases, the provisions on the assignment of claims or the assumption of debts apply.

Where representation in the name and for the account of another arises from public law, the content and extent of the power of representation shall be determined according to the statutory provisions on that matter; where representation arises from a legal transaction, the content and extent of the power of representation shall be determined according to that legal transaction.

Where the power of representation has been notified to third parties, its content and extent shall be determined according to that notification.

The represented person may at any time restrict or revoke a power of representation arising from a legal transaction. However, rights that may arise from legal relationships between the parties, such as contracts of service, mandate or partnership, are reserved.

The represented person may not waive this right in advance.

Where the represented person has expressly or impliedly notified third parties of the authority granted, the represented person may not assert the revocation of the authority against third parties acting in good faith unless the represented person has notified them that the authority has been revoked wholly or partly.

Unless otherwise agreed by the parties or apparent from the nature of the transaction, a power of representation arising from a legal transaction ends upon the death of the represented person or the representative, a declaration of that person's absence, the loss of that person's capacity to act, or that person's bankruptcy.

This provision also applies upon the termination of a legal person.

The mutual personal rights of the parties are reserved.

Where a document of authority has been issued to the representative, upon the termination of the authority the representative is obliged to return that document to the represented person or to deposit it at a place to be determined by the judge.

If the represented person or the successors fail to do what is necessary for the representative to return the document, they are obliged to compensate the damage suffered as a result by third parties acting in good faith.

As long as the representative is unaware that the authority has ended, the represented person or the successors are bound by the consequences of the legal transactions performed by the representative.

This rule does not apply where third parties knew that the authority had ended.

If a person without authority performs a legal transaction as a representative, that transaction binds the represented person only if the represented person ratifies it.

The other party with whom the unauthorised representative performed the transaction may request the represented person to declare within a reasonable time whether or not it ratifies that legal transaction. If the transaction is not ratified within that time, the other party is released from being bound by that transaction.

Where the represented person expressly or impliedly refuses to ratify the legal transaction, compensation for the damage arising from the invalidity of that transaction may be claimed from the unauthorised representative. However, if the unauthorised representative proves that, at the time the transaction was performed, the other party knew or ought to have known of the lack of authority, compensation for the damage may not be claimed from that representative.

If equity so requires, compensation for other damage may also be claimed from an unauthorised representative at fault.

Rights arising from unjust enrichment are reserved.

The provisions concerning the authority of representatives and organs of companies and of commercial agents are reserved.

Any person who causes damage to another by a culpable and unlawful act is obliged to compensate that damage.

Even where there is no rule of law prohibiting the damaging act, a person who intentionally causes damage to another by an act contrary to morality is also obliged to compensate that damage.

The injured party bears the burden of proving the damage and the fault of the person causing the damage.

If the amount of the damage suffered cannot be fully proven, the judge shall determine the amount of the damage equitably, taking into account the ordinary course of events and the measures taken by the injured party.

The judge shall determine the extent and manner of payment of compensation, taking into account the circumstances and, in particular, the gravity of the fault.

If compensation is awarded in the form of periodic payments (an annuity), the debtor is obliged to provide security.

If the injured party consented to the act causing the damage, or contributed to the occurrence or aggravation of the damage, or aggravated the position of the person liable for compensation, the judge may reduce the compensation or eliminate it entirely.

If the person liable for compensation who caused the damage through slight fault would be reduced to poverty upon paying the compensation, and equity so requires, the judge may reduce the compensation.

The damage suffered in the event of death consists in particular of the following:

1. Funeral expenses.

2. Where death did not occur immediately, medical treatment expenses and losses arising from reduction or loss of the capacity to work.

3. Losses suffered by persons deprived of the support of the deceased as a result thereof.

Bodily injury damages consist in particular of the following:

1. Medical treatment expenses.

2. Loss of earnings.

3. Losses arising from reduction or loss of the capacity to work.

4. Losses arising from the impairment of economic prospects.

Damages for loss of support and bodily injury shall be calculated in accordance with the provisions of this Code and the principles of the law of liability. Social security payments that cannot be recovered by recourse in whole or in part, and payments not made for the purpose of performance, may not be taken into account in determining such damages and may not be deducted from the damage or compensation. The calculated compensation may not be increased or reduced on equitable grounds by reference to its amount.

The provisions of this Code shall also apply to claims and actions concerning damages arising from the partial or total loss of bodily integrity or from the death of a person caused by any kind of administrative act or action or by other causes for which the administration is liable.

Added paragraph: 16/7/2026, Law No. 7589, Art. 18 For losses arising from the reduction or loss of the capacity to work and for losses suffered on that account by persons deprived of the support of the deceased, statutory interest shall run on the total compensation calculated for the period in which the earnings of the injured person or the supporting person are known from the date on which the tort or the damaging event occurred, and on the total compensation calculated for the period in which the earnings of the injured person or the supporting person cannot be known from the date of the judgment.

Added paragraph: 16/7/2026, Law No. 7589, Art. 18 Any amount paid for the purpose of performance before the commencement of the investigation, in respect of compensation for losses arising from the reduction or loss of the capacity to work and for losses suffered on that account by persons deprived of the support of the deceased, shall be set off proportionally against the amount of compensation to be determined as of the date of payment.

In the event of injury to a person's bodily integrity, the judge may, taking into account the particular circumstances of the case, order the payment of an appropriate sum of money to the injured person as non-pecuniary damages.

In the event of serious bodily injury or death, the payment of an appropriate sum of money as non-pecuniary damages may also be awarded to the relatives of the injured person or of the deceased.

A person whose customers have diminished, or who faces the danger of losing them, as a result of the dissemination of untrue news or the making of such announcements or of other conduct contrary to the rules of good faith may demand that such conduct be stopped and, where there is fault, that his or her damage be compensated.

The provisions of the Turkish Commercial Code concerning unfair competition in commercial matters are reserved.

A person who suffers damage through the infringement of his or her personality rights may demand the payment of a sum of money as non-pecuniary damages for the non-pecuniary harm suffered.

The judge may, instead of ordering the payment of such compensation, decide on another form of redress or add it to such compensation; in particular, the judge may render a decision condemning the attack and order the publication of that decision.

A person who temporarily loses the capacity of discernment shall be obliged to compensate the damage caused during that time. However, such person shall be released from liability if he or she proves that he or she was not at fault in losing the capacity of discernment.

Where a person's liability can be based on more than one ground, the judge shall decide on the basis of the ground of liability that affords the injured person the best possibility of redress, unless the injured person has requested otherwise or the law provides otherwise.

Where several persons have jointly caused damage, or are liable for the same damage on different grounds, the provisions on joint and several liability shall apply to them.

In apportioning the compensation among the jointly and severally liable debtors responsible for the same damage, all the circumstances and conditions shall be taken into account, in particular the gravity of the fault attributable to each of them and the intensity of the risk they created.

A person who has paid more than his or her share of the compensation shall have a right of recourse against the other jointly and severally liable persons for the excess paid and shall be subrogated to the rights of the injured person.

An act based on an authority conferred by law and remaining within the limits of that authority shall not be deemed unlawful even if it causes damage.

An act shall likewise not be deemed unlawful in the event of the consent of the injured person, an overriding private or public interest, the conduct of the person causing the damage constituting legitimate self-defence, a person protecting his or her right by his or her own force where the intervention of the competent public authorities cannot be obtained in time, or in cases of necessity.

A person acting in legitimate self-defence may not be held liable for damage caused to the person or property of the attacker.

The judge shall determine, according to equity, the obligation to compensate of a person who causes damage to the property of another in order to protect himself or herself or another from an imminent or obvious danger of damage.

A person compelled to protect his or her right by his or her own force shall not be held liable for the damage caused if, according to the circumstances and conditions, the assistance of the law enforcement forces could not have been obtained in time and there was no other means of preventing the loss of the right or a substantial impediment to its exercise.

Where equity so requires, the judge shall order that the damage caused by a person lacking the capacity of discernment be compensated in whole or in part.

An employer shall be obliged to compensate the damage caused to others by an employee in the course of performing the work entrusted to the employee.

The employer shall not be liable if he or she proves that he or she exercised the care required to prevent the occurrence of the damage in selecting the employee, giving instructions relating to the work, and carrying out supervision and control.

An employer operating an enterprise shall be obliged to compensate damage caused by the activities of that enterprise, unless he or she proves that the organisation of work in the enterprise was suitable to prevent the occurrence of the damage.

The employer shall have a right of recourse against the employee who caused the damage, for the compensation paid, only to the extent that the employee is personally liable.

A person who permanently or temporarily assumes the care and control of an animal shall be obliged to compensate the damage caused by the animal.

The keeper of the animal shall not be liable if he or she proves that he or she exercised the care required to prevent the occurrence of such damage.

Where the animal was frightened by another person or by an animal belonging to another person, the keeper's right of recourse against such persons is reserved.

Where a person's animal causes damage on the immovable property of another, the possessor of the immovable property may seize the animal and retain it until the damage is compensated; and, where the circumstances and conditions so justify, may even neutralise the animal by other means.

In such case, the possessor of the immovable property shall be obliged to inform the owner of the animal immediately and, if he or she does not know the owner, to take the steps necessary to find the owner.

The owner of a building or other structure shall be obliged to compensate the damage arising from defects in its construction or deficiencies in its maintenance.

Holders of usufruct and of the right of habitation shall also be jointly and severally liable with the owner for damage arising from deficiencies in the maintenance of the building.

The right of recourse of the liable persons against other persons who are liable to them on these grounds is reserved.

A person facing the danger of suffering damage from a building or other structure belonging to another may demand that the right holders take the measures necessary to eliminate that danger.

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

Where damage arises from the activity of an enterprise posing a significant risk, the owner of the enterprise and, if any, its operator shall be jointly and severally liable for that damage.

An enterprise shall be deemed to pose a significant risk if, having regard to its nature or to the materials, equipment or forces used in its activity, it is concluded that it is capable of causing frequent or serious damage even where all the care expected of a person specialised in such work is exercised. In particular, where any law provides for special risk-based liability for enterprises posing similar risks, this enterprise shall also be deemed to be an enterprise posing a significant risk.

Special liability provisions laid down for a particular risk situation are reserved.

Even where such activity of an enterprise posing a significant risk has been permitted by the legal order, the injured persons may demand that the damage caused by the activity of that enterprise be equalised by an appropriate payment.

A claim for compensation shall become time-barred upon the expiry of two years from the date on which the injured person learned of the damage and of the person liable to pay compensation, and in any event upon the expiry of ten years from the date on which the act was committed. However, where the compensation arises from an act punishable by a penalty for which the criminal laws provide a longer limitation period, that limitation period shall apply.

Where an obligation has arisen for the injured person as a result of a tort, the injured person may at any time refuse to perform that obligation, even if the claim for compensation arising from the tort has become time-barred.

A claim for recourse shall become time-barred upon the expiry of two years from the date on which the compensation was paid in full and the jointly liable person became known, and in any event upon the expiry of ten years from the date on which the compensation was paid in full.

A person from whom payment of compensation is demanded shall be obliged to notify the persons with whom he or she is jointly liable of the situation. Otherwise, the limitation period shall begin to run on the date on which such notification could have been made in accordance with the rules of good faith.

In deciding whether the person causing the damage was at fault or whether he or she had the capacity of discernment, the judge is neither bound by the provisions of criminal law on liability nor bound by a judgment of acquittal rendered by the criminal judge.

Likewise, a decision of the criminal judge concerning the assessment of fault and the determination of the damage shall not bind the civil judge.

Where the extent of bodily injury cannot be fully determined at the time of the judgment, the judge may reserve the power to amend the award of compensation within two years from the date on which the judgment becomes final.

Where the injured person submits convincing evidence showing that the claim is well founded and his or her economic situation so requires, the judge may, upon request, order the defendant to make interim payments to the injured person.

Interim payments made by the defendant shall be set off against the compensation awarded; if no compensation is awarded, the judge shall order the claimant to return the interim payments received, together with statutory interest.

A person who is enriched, without just cause, from the assets or labour of another shall be obliged to return such enrichment.

This obligation arises in particular where the enrichment is based on a cause that is invalid, has not materialised or has ceased to exist.

A person who has voluntarily performed an obligation that he or she did not owe may claim its return only if he or she proves that he or she performed it in the belief that he or she was the debtor.

Enrichment resulting from the performance of a time-barred debt or from the fulfilment of a moral duty may not be reclaimed.

Other statutory provisions on the reclaiming of a performance rendered although not owed are reserved.

A person who has been unjustly enriched shall be obliged to return the enrichment, except for the portion that he or she proves was no longer in his or her possession at the time its return was claimed.

Where the enriched person disposed of the enrichment other than in good faith, or ought to have taken into account, when disposing of it, that he or she might later be obliged to return it, he or she shall be obliged to return the enrichment in full.

Where the enriched person acted in good faith, he or she may claim from the person demanding the return the necessary and useful expenses incurred.

Where the enriched person did not act in good faith, he or she may claim payment of the necessary expenses and, of the useful expenses, only the increase in value existing at the time of return.

The enriched person, irrespective of whether he or she acted in good faith, may not claim payment of other expenses. However, unless he or she is offered compensation for them, he or she may, before returning the thing, separate and remove additions which he or she joined to the thing and which can be separated without causing damage.

Anything given for the purpose of bringing about an unlawful or immoral result may not be reclaimed. However, in an action brought, the judge may order that such thing be forfeited to the State.

A claim arising from unjust enrichment shall become time-barred upon the expiry of two years from the date on which the right holder learned of his or her right to reclaim, and in any event upon the expiry of ten years from the date on which the enrichment occurred.

Where the enrichment consists in the enriched person acquiring a claim, the other party may at any time refuse to perform that obligation, even if the claim has become time-barred.

Unless the creditor has an interest in the obligation being performed by the debtor personally, the debtor is not obliged to perform the obligation in person.

Where the entire debt is determined and due, the creditor may refuse partial performance.

If the creditor accepts partial performance, the debtor may not refuse to perform the part of the debt that he or she has acknowledged.

Where an indivisible obligation has more than one creditor, each of the creditors may demand performance of the obligation to all of the creditors. The debtor shall be obliged to perform to all of the creditors together.

Where an indivisible obligation has more than one debtor, each of the debtors shall be obliged to perform the entire obligation.

Unless otherwise inferred from the circumstances, the debtor who has performed shall be subrogated to the creditor and may claim from the other debtors in proportion to their shares.

In generic obligations, unless otherwise inferred from the legal relationship and the nature of the matter, the choice of the performance shall belong to the debtor. However, the performance chosen by the debtor may not be of lower than average quality.

In alternative obligations, unless otherwise inferred from the legal relationship and the nature of the matter, the choice of one of the performances shall belong to the debtor.

The annual interest rate applicable to an obligation to pay interest shall, if not agreed in the contract, be determined in accordance with the legislation in force on the date on which the interest obligation arose.

The annual interest rate to be agreed by contract may not exceed by more than fifty per cent the annual interest rate determined pursuant to the first paragraph.

The place of performance of an obligation shall be determined according to the express or implied intention of the parties. In the absence of an agreement to the contrary, the following provisions shall apply;

1. Pecuniary debts, at the domicile of the creditor at the time of payment,

2. Obligations concerning a specific item, at the place where the object of the obligation was located at the time the contract was concluded,

3. All other obligations, at the domicile of the debtor at the time they arose,

shall be performed.

Where performance of an obligation that must be performed at the creditor's domicile has become significantly more difficult because the creditor changed his or her domicile after the obligation arose, the obligation may be performed at the creditor's former domicile.

Unless the time of performance has been agreed by the parties or is inferred from the nature of the legal relationship, every obligation shall become due as soon as it arises.

Where the beginning or end of a month has been specified for the performance of an obligation, this shall be understood as the first and the last day of the month; where the middle of the month has been specified, this shall be understood as the fifteenth day of the month.

Where only the month has been specified for the performance of an obligation without indicating a day, this shall be understood as the last day of that month.

Where an obligation or any duty incumbent on one of the parties must be performed at the end of a certain period running from the conclusion of the contract, the time of performance shall be determined as follows:

1. A period specified in days expires on the last day of that period, the day on which the contract was concluded not being counted. A period specified as eight or fifteen days means a full eight or fifteen days, not one or two weeks.

2. A period specified in weeks expires on the day of the last week that corresponds by name to the day on which the contract was concluded.

3. A period specified in months, or as a period comprising several months such as a year, half a year or a quarter of a year, expires on the day of the last month corresponding in number to the day of the month on which the contract was concluded. If there is no corresponding day in the last month, the period shall be deemed to expire on the last day of that month.

4. Half a month means a period of fifteen days. The day on which a period specified as one or more months and a half month expires shall be determined by adding fifteen days to the last month.

These rules shall also apply where the period begins to run from a moment other than the conclusion of the contract.

The debtor shall be obliged to perform an obligation that must be fulfilled within a certain period before the expiry of that period.

Where the time of performance or the last day of a period falls on a day recognised as a holiday by law, it shall automatically be carried over to the first following day that is not a holiday.

An agreement to the contrary shall be valid.

An obligation shall be performed and accepted during customary business hours.

Where a period has been extended, the new period shall, unless otherwise agreed, begin on the first day following the expiry of the previous period.

Unless it is inferred from the terms or nature of the contract or from the circumstances that the parties intended otherwise, the debtor may perform before the expiry of the period. However, unless required by law, contract or custom, the debtor may not make a deduction on account of early performance.

A party demanding performance of a contract imposing reciprocal obligations must have performed or offered to perform his or her own obligation, unless, according to the terms and nature of the contract, he or she is entitled to perform later.

In a contract imposing reciprocal obligations, where the right of the other party is endangered because one of the parties has become unable to perform its obligation, in particular by becoming bankrupt or because attachment proceedings against it have been unsuccessful, that other party may refuse to perform its own obligation until performance of the counter-performance is secured.

The party whose right is endangered may, in addition, withdraw from the contract if the security requested is not provided within a reasonable period.

A pecuniary debt shall be paid in the national currency.

Where payment in a currency other than the national currency has been agreed, the debt may also be paid in the national currency at the exchange rate prevailing on the date of payment, unless the contract contains a clause requiring payment in specie or an expression to that effect.

Where a debt is expressed in a currency other than the national currency and the contract does not contain a clause requiring payment in specie or an expression to that effect, the creditor may, upon failure to pay the debt on the due date, demand payment of the claim in specie or in the national currency at the exchange rate prevailing either on the due date or on the date of actual payment.

Where the debtor is not in default of paying interest or costs, he or she shall have the right to set off a partial payment against the principal debt. No agreement to the contrary may be made.

Where the creditor has taken a suretyship, pledge or other security for part of the claim, the debtor has no right to set off a partial payment against the secured portion or the portion that is better secured.

A debtor who has several debts may, on the date of payment, notify the creditor which of those debts he or she wishes to pay.

If the debtor does not make such a notification, the payment made shall be deemed to have been made for the debt indicated by the creditor in the receipt, unless the debtor objects immediately.

Where no legally valid declaration has been made or the receipt contains no indication, the payment shall be deemed to have been made for the debt that is due. Where several debts are due, the payment shall be deemed to have been made for the debt for which proceedings were first brought against the debtor. Where no proceedings have been brought, the payment shall be deemed to have been made for the debt that fell due first.

Where several debts fell due at the same time, the set-off shall be made proportionally; where none of the debts has fallen due, the payment shall be deemed to have been made for the debt with the least security.

A debtor who pays the debt may request a receipt and, if the debt has been paid in full, the return or cancellation of the related instrument of debt.

If the debt has not been paid in full or the instrument of debt also confers other rights on the creditor, the debtor may only request that a receipt be issued and that the payment be recorded on the instrument of debt.

Where a receipt has been issued by the creditor without reservation for one of the periodic performances, such as interest or rent, the performances relating to previous periods shall also be deemed to have been performed.

Where the creditor has issued a receipt for the entire principal, the creditor shall be deemed to have also received the interest thereon.

Where the instrument of debt has been returned to the debtor, the debt shall be deemed to have been extinguished.

If the creditor claims to have lost the instrument of debt, the creditor shall, upon the debtor's request and at the time of payment of the debt, provide the debtor with an officially drawn up or duly certified document showing the cancellation of the instrument of debt and the extinction of the debt.

The provisions on the cancellation of negotiable instruments are reserved.

A creditor to whom an act or delivery performance has been duly tendered shall be in default if, without justified reason, the creditor refuses to accept it or refuses to carry out the preparatory acts which the creditor is required to carry out in order for the debtor to be able to perform the obligation.

If the creditor falls into default towards one of the jointly and severally liable debtors, the creditor shall also be in default towards the others.

In the event of the creditor's default, the debtor may discharge the obligation by depositing the thing to be delivered, at the risk and expense of the creditor.

The place of deposit shall be determined by the judge at the place of performance. However, commercial goods may also be deposited in a warehouse without a court decision.

Where the nature of the thing that is the subject matter of the contract or the particular nature of the business does not lend itself to deposit, or the thing to be delivered is perishable, or its maintenance, preservation or deposit entails considerable expense, the debtor may, on condition of giving prior notice to the creditor, have it sold by public auction with the permission of the judge and deposit the proceeds.

Where the thing to be delivered is quoted on an exchange or has a market price, or its value is low in proportion to the expenses to be incurred, not only is it not mandatory for the sale to be made by public auction, but the judge may also permit the sale without requiring the condition of prior notice.

Unless the creditor has declared acceptance of the deposited thing or the deposit has resulted in the extinction of a pledge, the debtor may take back the deposited thing.

At the moment the deposited thing is taken back, the claim shall continue to exist together with all its ancillary rights.

Where the subject matter of the obligation does not require the delivery of a thing, in the event of the creditor's default the debtor may withdraw from the contract in accordance with the provisions on the debtor's default.

Where, without fault on the part of the debtor, the obligation cannot be performed to the creditor or the creditor's representative by reason of uncertainty as to whom the claim belongs or as to the identity of the creditor, or for another personal reason originating from the creditor, the debtor may exercise the right of deposit or of withdrawal from the contract, as in the case of the creditor's default.

If an obligation is not performed at all or is not duly performed, the debtor shall be liable to compensate the creditor for the damage resulting therefrom, unless the debtor proves that no fault whatsoever is attributable to the debtor.

Where an obligation to do is not performed by the debtor, the creditor may request authorisation to have the performance carried out by the creditor or by another person at the debtor's expense; the right to claim any kind of compensation is reserved.

A debtor who acts in breach of an obligation to refrain from doing shall be liable to compensate the damage caused by such breach.

The creditor may further request the removal of the situation contrary to the obligation or that the creditor be authorised to do so at the debtor's expense.

The debtor is, in general, liable for any kind of fault. The extent of the debtor's liability shall be determined according to the particular nature of the matter. Liability shall be assessed less strictly in particular where the matter confers no benefit on the debtor.

The provisions on liability for tort shall also apply by analogy to cases of breach of contract.

An agreement made in advance excluding the debtor's liability for gross fault shall be absolutely null and void.

Any agreement made in advance by the debtor excluding liability towards the creditor for any obligation arising from a contract of service shall be absolutely null and void.

Where a service, profession or trade requiring expertise may be carried on only with a licence granted by law or by the competent authorities, an agreement made in advance excluding the debtor's liability for slight fault shall be absolutely null and void.

Even where the debtor has lawfully entrusted the performance of an obligation or the exercise of a right arising from an obligatory relationship to auxiliaries such as persons living with the debtor or persons working for the debtor, the debtor shall be liable to compensate the damage caused by them to the other party in the course of carrying out the work.

Liability arising from the acts of auxiliaries may be excluded wholly or partly by an agreement made in advance.

Where a service, profession or trade requiring expertise may be carried on only with a licence granted by law or by the competent authorities, an agreement excluding the debtor's liability for the acts of auxiliaries shall be absolutely null and void.

The debtor of a due obligation shall fall into default upon a reminder (notice) from the creditor.

Where the date on which the obligation is to be performed has been jointly determined, or has been determined by one of the parties by means of a duly given notice on the basis of a right reserved in the contract, the debtor shall fall into default upon the expiry of that date; in tort, the debtor shall be in default as of the date on which the act was committed, and in unjust enrichment, as of the date on which the enrichment occurred. However, in cases where the enriched party is in good faith, notice shall be required for default.

A debtor in default shall be liable to compensate the damage suffered by the creditor owing to the late performance of the obligation, unless the debtor proves that the debtor bears no fault for falling into default.

A debtor in default shall be liable for damage arising from fortuitous events.

The debtor may be released from this liability by proving that the debtor bears no fault for falling into default or that the fortuitous event would have damaged the subject matter of performance even if the debtor had performed the obligation in time.

Where it has not been agreed in the contract, the annual rate of default interest to be applied shall be determined in accordance with the legislative provisions in force on the date on which the interest debt arises.

The annual rate of default interest to be agreed by contract may not exceed the annual interest rate determined pursuant to the first paragraph by more than one hundred per cent.

Where a contractual interest rate has been agreed but default interest has not been agreed in the contract, and the annual contractual interest rate exceeds the interest rate specified in the first paragraph, the contractual interest rate shall apply as the rate of default interest.

A debtor who is in default in paying interest or an annuity, or a sum of money that the debtor has donated, shall be liable to pay default interest starting from the day on which enforcement proceedings are initiated or an action is brought.

Agreements made to the contrary shall be subject to the provisions on penalty clauses.

Default interest may not be charged on default interest.

Where the creditor has suffered damage exceeding the default interest, the debtor shall also be liable to compensate such damage, unless the debtor proves that the debtor bears no fault whatsoever.

Where the amount of damage exceeding the default interest can be determined in the pending action, the judge shall, upon the claimant's request, also rule on the amount of such damage when deciding on the merits.

In bilateral contracts, where one of the parties falls into default, the other party may grant an appropriate time limit for performance of the obligation or may request the judge to grant an appropriate time limit.

No time limit need be granted in the following cases:

1. Where it is apparent from the situation or conduct of the debtor that granting a time limit would be ineffective.

2. Where, as a result of the debtor's default, performance of the obligation has become useless to the creditor.

3. Where it is apparent from the contract that performance will no longer be accepted if the obligation is not performed at a specific time or within a specific period.

Where a debtor in default has not performed the obligation within the time limit granted, or where a situation exists in which no time limit need be granted, the creditor shall at all times have the right to claim performance of the obligation and compensation for the delay.

The creditor may, furthermore, by giving immediate notice that the creditor waives the right to claim performance of the obligation and compensation for delay, claim compensation for the damage arising from non-performance of the obligation or withdraw from the contract.

In the event of withdrawal from the contract, the parties shall be mutually released from the obligation to perform and may claim restitution of the performances they have already rendered. In this case, unless the debtor proves that the debtor bears no fault for falling into default, the creditor may also claim compensation for the damage suffered as a result of the contract becoming void.

In contracts for continuing performance whose performance has commenced, in the event of the debtor's default, the creditor may claim performance and compensation for delay, or may also terminate the contract and claim compensation for the damage suffered as a result of the contract ending before the expiry of its term.

A third party who renders performance to the creditor shall be subrogated to the rights of the creditor to the extent of such performance in the following cases:

1. Where the third party redeems a thing pledged for another person's debt and holds ownership or another real right over that thing.

2. Where the debtor has notified the creditor before performance that the third party rendering performance to the creditor will be subrogated to the creditor.

The statutory provisions on other cases of subrogation are reserved.

A person who undertakes towards another the act of a third party shall be liable to compensate the damage arising from the non-occurrence of that act.

In an undertaking made for a specific period, it may be agreed that the liability of the person giving the undertaking shall end if no written request for performance is made to that person before the expiry of the period.

A person who concludes a contract in their own name and has stipulated in the contract an obligation of performance for the benefit of a third party may request that the performance be rendered to the third party.

The third party or the successors of the third party may also request performance where this accords with the purpose of the parties or with custom and usage. In this case, after the third party or the successors thereof have notified the debtor that they wish to exercise this right, the creditor may neither release the debtor nor change the nature and scope of the obligation.

Where a person who employs another has taken out insurance to secure their legal liability towards the person employed, the rights arising from the insurance shall belong directly to the employee.

However, the insurance indemnity to be paid to the employee shall be deducted from the compensation to be paid under the general provisions.

The statutory provisions on other legal liability insurances are reserved.

Where the principal obligation is extinguished by performance or for another reason, the rights and obligations attached to it, such as pledge, suretyship, interest and penalty clause, shall also be extinguished.

Where the right to claim performance of accrued interest and the penalty clause has been reserved by contract or by a notice given up to the time of performance, or where it is apparent from the circumstances that it has been reserved, such interest and penalty clause may be claimed.

The special provisions on immovable property pledges, negotiable instruments and composition with creditors (konkordato) are reserved.

Even where the transaction giving rise to the obligation is subject to a particular form by law or by the parties, the obligation may be extinguished wholly or partly by a release agreement concluded by the parties without being subject to any form.

The extinction of an existing obligation by a new obligation shall take place only by the express intention of the parties to that effect.

In particular, the assumption of a bill of exchange obligation for an existing debt, or the issuance of a new instrument of claim or a new instrument of suretyship, shall not be deemed novation unless the parties have an express intention of novation.

The mere entry of various items in a current account shall not mean that the obligation has been novated.

However, where the account has been closed and the balance has been accepted by the other party, the obligation shall be novated.

Where one of the items is secured, unless otherwise agreed, the closing of the account and the acceptance of the balance shall not extinguish the security.

The obligation shall be extinguished by the merger of the capacities of creditor and debtor in the same person. However, the pre-existing rights of third parties over the claim shall not be affected by the merger.

If the merger is cancelled with retroactive effect, the obligation shall continue to exist.

The special provisions on immovable property pledges and negotiable instruments are reserved.

If performance of the obligation becomes impossible for reasons for which the debtor cannot be held responsible, the obligation shall be extinguished.

In bilateral contracts, a debtor released from the obligation by reason of impossibility shall be obliged to return the performance received from the other party in accordance with the provisions on unjust enrichment, and shall lose the right to claim the counter-performance not yet rendered to the debtor. Cases in which the risk arising before performance of the obligation has been placed on the creditor by law or by contract are excluded from this provision.

If the debtor fails to notify the creditor without delay that performance has become impossible and fails to take the measures necessary to prevent the damage from increasing, the debtor shall be liable to compensate the damage arising therefrom.

If performance of the obligation becomes partly impossible for reasons for which the debtor cannot be held responsible, the debtor shall be released only from the part of the obligation that has become impossible. However, if it is clearly apparent that the parties would not have concluded such a contract had this partial impossibility been foreseen in advance, the entire obligation shall be extinguished.

In bilateral contracts, if the obligation of one party becomes partly impossible and the creditor consents to partial performance, the counter-performance shall also be rendered in the same proportion. Where the creditor does not consent to such performance or the counter-performance is indivisible in nature, the provisions on total impossibility shall apply.

Where an extraordinary situation which was not foreseen by the parties at the time of conclusion of the contract and could not have been expected to be foreseen arises for a reason not attributable to the debtor, and changes the facts existing at the time of conclusion of the contract to the detriment of the debtor to such an extent that requiring performance from the debtor would be contrary to the rules of good faith, and the debtor has either not yet performed the obligation or has performed it while reserving the rights arising from the excessive difficulty of performance, the debtor shall have the right to request the judge to adapt the contract to the new circumstances and, where this is not possible, to withdraw from the contract. In contracts for continuing performance, the debtor shall, as a rule, exercise the right of termination instead of the right of withdrawal.

The provision of this Article shall also apply to debts in foreign currency.

Where two persons owe each other mutually a sum of money or other performances of the same kind, each of them may set off their claim against their debt, provided that both debts are due.

Set-off may be asserted even if one of the claims is disputed.

Set-off of a time-barred claim may be asserted only on condition that the claim was not yet time-barred at the time when it could have been set off.

As long as the principal debtor has the right to assert set-off, the surety may also refuse to render performance to the creditor.

A person who has assumed an obligation for the benefit of a third party may not set off this obligation against a claim that person has against the other party to the contract.

In the event of the debtor's bankruptcy, creditors may set off their claims, even if not due, against their debts to the bankrupt.

Set-off shall take effect only when the debtor notifies the creditor of the intention to set off. In this case, both debts shall be extinguished, up to the amount of the smaller debt, as of the time when they could have been set off.

The special commercial customs relating to current accounts are reserved.

The following claims may be set off, after the right of set-off has arisen, only with the consent of the creditors:

1. Claims for the return, or the value, of deposited goods.

2. Claims for the return, or the value, of goods unlawfully taken or withheld by fraud.

3. Claims which, like maintenance and employee wages, are indispensable for the subsistence of the debtor and the debtor's family and which, by their particular nature, must be paid directly to the creditor.

The debtor may also waive the right of set-off in advance.

Unless otherwise provided by law, every claim shall be subject to a limitation period of ten years.

A limitation period of five years shall apply to the following claims:

1. Rent, interest on capital and other periodic performances such as wages.

2. Charges for accommodation in places such as hotels, motels, guesthouses and holiday villages, and charges for food and drink in restaurants and similar places.

3. Claims arising from small craft work and small-scale retail sales.

4. In a partnership, claims arising from the partnership agreement between the partners themselves or between the partners and the partnership; and claims between the managers, representatives or auditors of a partnership and the partnership or the partners.

5. Claims arising from contracts of mandate, commission and agency, and, except for claims for commercial brokerage fees, from brokerage contracts.

6. Claims arising from contracts for work, except where the contractor has failed to perform its obligations at all or duly through gross fault.

The limitation periods laid down in this Division may not be altered by contract.

Limitation shall begin to run when the claim becomes due.

In cases where the claim becoming due depends on a notice, limitation shall begin to run from the day on which such notice could have been given.

In the case of life annuities and similar periodic performances, limitation for the claim as a whole shall begin to run on the day on which the first unperformed periodic performance becomes due.

Where the claim as a whole has become time-barred, the unperformed periodic performances shall also be time-barred.

In calculating the periods, the day on which limitation begins shall not be counted, and limitation shall be complete only when the last day of the period has also passed without the right being exercised.

The provisions on the calculation of time limits in the performance of obligations shall also apply to the calculation of limitation periods.

When the principal claim becomes time-barred, the interest and other claims attached to it shall also be time-barred.

Limitation shall not begin to run, and if it has begun, shall be suspended, in the following cases:

1. For claims of children against their mother and father, for the duration of parental custody.

2. For claims of persons under guardianship against the guardian or against the State by reason of guardianship acts, for the duration of the guardianship.

3. For claims of spouses against each other, for as long as the marriage continues.

4. For claims of domestic workers against those who employ them, for the duration of the service relationship.

5. For as long as the debtor holds a right of usufruct over the claim.

6. For as long as it is impossible to assert the claim before the Turkish courts.

7. Where the capacities of creditor and debtor have merged in the same person, in the event that the merger is subsequently cancelled with retroactive effect, for the period elapsing until this situation arises.

Limitation shall begin to run, or shall resume the running that had begun before the suspension, at the end of the day on which the grounds for suspension of limitation cease to exist.

Limitation shall be interrupted in the following cases:

1. Where the debtor has acknowledged the debt, in particular by paying interest or making partial performance, or by giving a pledge or providing a surety.

2. Where the creditor has applied to a court or an arbitrator by way of action or defence (plea), has initiated enforcement proceedings or has applied to the bankruptcy estate.

Where limitation is interrupted against one of the joint and several debtors or one of the debtors of an indivisible obligation, it shall also be interrupted against the others.

Where limitation is interrupted against the principal debtor, it shall also be interrupted against the surety.

Where limitation is interrupted against the surety, it shall not be interrupted against the principal debtor.

Upon the interruption of limitation, a new period shall begin to run.

Where the debt has been acknowledged by an instrument or established by a judgment of a court or an arbitral award, the new period shall always be ten years.

Limitation interrupted by an action or an objection shall begin to run anew, during the course of the action, after each procedural act of the parties or each decision of the judge.

Where limitation has been interrupted by enforcement proceedings, it shall begin to run anew after each act relating to the pursuit of the claim.

Where limitation has been interrupted by lodging a claim with the bankruptcy estate, it shall begin to run anew from the time when the possibility of claiming the receivable again arises in accordance with the provisions on bankruptcy.

Where an action or objection has been dismissed on the ground that the court lacked territorial or subject-matter jurisdiction, or that a remediable error was made, or that it was brought prematurely, and the limitation period or peremptory period has expired in the meantime, the creditor may exercise his rights within an additional period of sixty days.

The fact that a claim is secured by a pledge of movable property shall not prevent the running of limitation for that claim; however, the creditor's right to satisfy his claim from the pledge shall continue.

Limitation may not be waived in advance.

A waiver by one of the joint and several debtors may not be asserted against the others.

The same rule shall apply where one of the debtors of an indivisible obligation has waived.

A waiver by the principal debtor may not be asserted against the surety either.

Unless limitation is pleaded, the judge may not take it into account of his own motion.

Joint and several liability arises where each of several debtors declares that he agrees to be liable to the creditor for the entire debt.

In the absence of such a declaration, joint and several liability arises only in the cases provided for by law.

The creditor may, at his option, demand performance of all or part of the debt from all the debtors or from only one of them.

The liability of the debtors shall continue until the entire debt has been paid.

A joint and several debtor may raise against the creditor only those defences and objections arising from the personal relationship between himself and the creditor or from the cause or subject matter of the joint and several obligation.

A joint and several debtor who fails to raise common defences and objections shall be liable to the others.

Unless otherwise provided by law or by contract, one of the debtors may not, by his own conduct, aggravate the position of the other debtors.

Where one of the debtors has extinguished the debt in whole or in part by performance or set-off, he shall also release the other debtors from the debt to that extent.

Where one of the debtors has been released from the debt without performing to the creditor, the other debtors may benefit from this only to the extent permitted by the circumstances or the nature of the obligation.

A release agreement concluded by the creditor with one of the debtors shall also release the other debtors from the debt in proportion to the released debtor's share of contribution to the debt in the internal relationship.

Unless otherwise agreed or evident from the nature of the legal relationship between the debtors, each of the debtors shall be liable towards one another in equal shares for the performance made to the creditor.

A debtor who has performed more than his share shall have the right to claim the excess amount he has paid from the other debtors. In that case, the debtor may have recourse against each debtor only in proportion to that debtor's share.

The other debtors shall be obliged to bear equally any amount that cannot be recovered from one of the debtors.

Each of the debtors who has a right of recourse against the others shall be subrogated to the rights of the creditor in proportion to the amount he has performed.

Where the creditor improves the position of one of the debtors to the detriment of the others, he shall bear the consequences thereof.

Joint and several entitlement of creditors arises where the debtor grants each of the creditors the right to demand performance of the entire debt, or in the cases determined by law.

By performing to one of the creditors, the debtor shall be released from his debt towards all the creditors.

Unless he has been notified that one of the creditors has applied for enforcement or to a court, the debtor may perform to whichever of them he chooses.

Unless otherwise agreed or evident from the nature of the legal relationship between the creditors, each of the creditors shall have equal rights in the performance.

A creditor who has obtained more than his share shall be obliged to pay the excess to the other creditors who have not received their shares.

Where the taking effect of a contract has been made dependent on a fact of which it is not known whether it will occur, the contract is subject to a condition precedent.

Unless otherwise agreed, a contract subject to a condition precedent shall take effect only from the moment when the condition is fulfilled.

Until the condition is fulfilled, the debtor shall be obliged to refrain from any conduct that would prevent the due performance of the obligation.

A creditor whose conditional right is endangered may take the measures that creditors whose claims are unconditional may take to protect their rights.

Dispositions made before the fulfilment of the condition shall be invalid to the extent that they impair the effects of the condition.

A creditor to whom the thing constituting the subject matter of the obligation was delivered before the fulfilment of the condition shall, if the condition is fulfilled, become the owner of the benefits he has derived until the fulfilment of the condition.

If the condition is not fulfilled, the creditor shall be obliged to return the benefits he has derived.

A contract whose termination has been made dependent on a fact of which it is not known in advance whether it will occur is subject to a condition subsequent.

The effects of a contract subject to a condition subsequent shall cease at the moment when the condition is fulfilled.

Unless otherwise agreed or evident from the nature of the transaction, the termination shall not have retroactive effect.

Where the condition does not consist of conduct that must be performed personally by one of the parties, his heir may take his place in the event of that party's death.

Where one of the parties prevents the fulfilment of the condition contrary to the rules of good faith, the condition shall be deemed fulfilled.

Where one of the parties brings about the fulfilment of the condition contrary to the rules of good faith, the condition shall be deemed not fulfilled.

Where a condition has been imposed for the purpose of procuring an act or omission that is contrary to law or morality, the legal transaction subject to that condition shall be absolutely null and void.

A sum of money given by a person at the time of the conclusion of a contract shall be deemed to have been given as evidence of the conclusion of the contract and not as forfeit money.

Unless there is a contrary agreement or local custom, the earnest money shall be deducted from the principal claim.

Where forfeit money has been agreed, each of the parties shall be deemed entitled to withdraw from the contract; in that case, if the party who gave the money withdraws, he forfeits what he gave; if the party who received it withdraws, he shall return twice the amount received.

Where a penalty has been agreed for the case of non-performance or improper performance of a contract, the creditor may, unless otherwise evident from the contract, demand either performance of the obligation or payment of the penalty.

Where the penalty has been agreed for the case of the obligation not being performed at the specified time or place, the creditor may demand payment of the penalty together with performance of the principal obligation, unless he has expressly waived this right or accepted performance without reservation.

The debtor's right to prove that he is entitled to terminate the contract by withdrawal or rescission by paying the agreed penalty is reserved.

The agreed penalty shall be payable even if the creditor has suffered no damage.

Where the damage suffered by the creditor exceeds the amount of the agreed penalty, the creditor may not claim the excess amount unless he proves that the debtor was at fault.

The provisions on penalty clauses shall also apply to contracts providing that, in the event of withdrawal, the part already performed shall remain with the creditor.

The provisions on instalment sales are reserved.

The parties may freely determine the amount of the penalty.

Where the principal obligation is invalid for any reason, or has subsequently become impossible for a reason for which the debtor cannot be held liable, unless otherwise agreed, payment of the penalty may not be demanded. The invalidity of the penalty clause, or its subsequent impossibility for a reason for which the debtor cannot be held liable, shall not affect the validity of the principal obligation.

The judge shall, of his own motion, reduce a penalty clause he considers excessive.

Unless prevented by law, contract or the nature of the transaction, the creditor may assign his claim to a third person without requiring the consent of the debtor.

The debtor may not raise, against a third person who acquired the claim in reliance on a written acknowledgement of debt containing no prohibition of assignment, the defence that it had been agreed that the claim could not be assigned.

The validity of the assignment of a claim depends on its being made in written form.

A promise to assign a claim is not subject to any formal requirement.

Where the assignment of a claim has taken place by virtue of law or a court decision, such assignment may be asserted against third persons without the need for any special form or for the former creditor to declare his consent.

Where the debtor has not been notified of the assignment of the claim by the assignor or the assignee, he shall be released from his debt by performing in good faith to the former creditor or, where the claim has been assigned several times, to one of the earlier assignees instead of the last assignee.

The debtor of a claim whose ownership is in dispute may refuse to perform and shall be released from the debt by depositing the subject matter of the claim at the place determined by the judge.

Where the debtor performs despite knowing that the claim is in dispute, he shall be liable for the consequences arising therefrom.

Where the dispute that is the subject of an action has not yet been decided by the court and the debt is due, each of the parties may compel the debtor to deposit the performance.

The debtor may raise against the assignee the defences that he had against the assignor at the time he learned of the assignment.

The debtor may set off against his debt a claim which was not due at the moment he learned of the assignment, provided that it becomes due before or at the same time as the assigned claim.

With the assignment of the claim, the preferential rights and accessory rights, other than those specific to the person of the assignor, shall also pass to the assignee.

Accrued interest shall be deemed to have been assigned together with the principal claim.

The assignor shall be obliged to deliver to the assignee the instrument evidencing the claim and other documents in his possession relating to proof, and to provide the information necessary for the assignee to assert the claim.

Where the claim has been assigned in return for a counter-performance, the assignor shall be deemed to have warranted the existence of the claim and the solvency of the debtor at the time of the assignment.

Where the claim has been assigned without a counter-performance or has passed to another by operation of law, the assignor or the former creditor shall not be liable for the existence of the claim or the solvency of the debtor.

Where the creditor assigns his claim for the purpose of performing a debt but has not specified the amount to be credited against the debt, the assignee shall be obliged to credit against his own claim only the amount that he received from the debtor or could have received had he exercised due care.

The assignee may make the following claims against the assignor who is bound by the warranty:

1. Return of the counter-performance he has made, together with interest.

2. The expenses caused by the assignment.

3. The expenses caused by unsuccessful attempts made to obtain the assigned claim from the debtor.

4. His other damages, unless the assignor proves that he was not at fault.

The provisions laid down by law specifically for the assignment of certain rights are reserved.

A person who concludes an internal assumption of debt agreement with the debtor undertakes the obligation to release the debtor from his debt, either by personally performing the debt or by assuming the debt with the consent of the creditor.

The debtor may not demand that the other party fulfil its obligation unless the debtor performs his own obligations arising from the internal assumption of debt agreement.

Where the debtor has not been released from his debt, he may demand security from the other party.

The substitution of a new debtor for the debtor and the debtor's release from his debt shall take place by means of a contract concluded between the person assuming the debt and the creditor.

Notification of the internal assumption of debt agreement to the creditor by the assuming party, or by the debtor with the assuming party's authorisation, shall constitute an offer to conclude an external assumption of debt agreement.

The creditor's acceptance may be express or implied. Where the creditor accepts performance by the assuming party without reservation or consents to any other act performed by him in the capacity of debtor, he shall be deemed to have accepted the assumption of debt.

An offer for the assumption of debt may be accepted by the creditor at any time. However, the assuming party or the former debtor may set a time limit for acceptance. If the creditor remains silent until the expiry of that time limit, the offer shall be deemed rejected.

Where, before the acceptance of the offer by the creditor, a new internal assumption of debt agreement is concluded and an offer relating to this second assumption is made to the creditor, the party who made the first offer shall be released from being bound by his offer.

Even where the debtor has changed, the creditor's accessory rights, other than those specific to the person of the debtor, shall remain reserved.

However, the liabilities of a third person who gave a pledge as security for the debt and of a surety shall continue only if they consent in writing to the assumption of the debt.

The right to raise defences relating to the assumed debt shall pass to the new debtor.

Unless otherwise evident from the external assumption of debt agreement, the new debtor may not raise against the creditor the personal defences that the former debtor could have raised.

The new debtor may not raise against the creditor the defences arising from the internal assumption of debt agreement.

Where the external assumption of debt agreement becomes null and void, the former debt shall continue to exist together with all its accessory obligations, without prejudice to the rights of third persons acting in good faith.

Furthermore, unless the person who assumed the debt proves that no fault can be attributed to him for the agreement becoming null and void and for the damage suffered by the creditor, the creditor may claim from the assuming party compensation for the damage he has suffered due to the loss of previously provided security or for any other reason.

Accession to a debt is a contract concluded between the acceding party and the creditor for the purpose of the acceding party joining the debtor in an existing debt, the effect of which is that the acceding party becomes liable for the debt together with the debtor.

The acceding party and the debtor shall be jointly and severally liable to the creditor.

A person who acquires an estate (assets) or a business together with its assets and liabilities shall become liable to the creditors for the debts of the estate or business from the date on which he notified them thereof or announced it by a notice published, for commercial enterprises, in the Trade Registry Gazette and, for others, in one of the newspapers distributed throughout Türkiye.

However, the former debtor shall also remain liable as a joint and several debtor together with the acquirer for a period of two years. This period shall begin to run, for debts that are due, from the date of notification or announcement and, for debts falling due later, from the due date.

The effects of the assumption of debts in this manner are identical to the effects arising from an external assumption of debt agreement.

Unless the acquirer fulfils the obligation of notification or announcement by notice, the two-year period provided for in the second paragraph shall not begin to run.

Where a business is merged with another business by the reciprocal acquisition of assets and liabilities or by the absorption of one into the other, the creditors of both businesses shall have the rights arising from the acquisition of an estate (assets) and may recover all their claims from the new business.

The same rule shall apply to the debts of a business belonging to a single person that is converted into a general partnership or a limited partnership.

The special provisions on the assumption of debt in connection with the partition of an inheritance and the transfer of mortgaged immovable property are reserved.

Assignment of contract is an agreement concluded between the transferee of the contract, the transferor and the party remaining in the contract, which transfers to the transferee all the rights and obligations of the transferor arising from that contract together with his status as a party.

An agreement concluded between the transferee and the transferor of the contract which is based on the prior consent of, or subsequently ratified by, the other party remaining in the contract shall also be subject to the provisions on the assignment of contract.

The validity of the assignment of contract depends on the form of the contract assigned.

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

Accession to a contract is an agreement concluded between the acceding party and the parties to an existing contract for the purpose of the acceding party joining one of the parties to that contract, the effect of which is that the acceding party, together with the party he joins, holds that party's rights and obligations.

Unless otherwise agreed in the agreement, the acceding party and the party he joins shall be joint and several creditors and debtors towards the other party to the contract.

The validity of accession to a contract depends on the form of the contract acceded to.

A contract of sale is a contract whereby the seller undertakes the obligation to transfer possession and ownership of the thing sold to the buyer, and the buyer undertakes in return the obligation to pay a price.

Unless otherwise agreed by contract or unless there is a custom to the contrary, the seller and the buyer shall be obliged to perform their obligations simultaneously.

A price that can be determined according to the circumstances and conditions shall be treated as an agreed price.

Except for the exceptional cases arising from law, from the requirements of the situation or from special conditions provided for in the contract, the benefit and risk of the thing sold shall lie with the seller until the transfer of possession in sales of movable property, and until the moment of registration in sales of immovable property.

In sales of movable property, where the buyer is in default in taking over possession of the thing sold, the benefit and risk of the thing sold shall pass to the buyer as if possession had been transferred.

Where the seller, at the buyer's request, dispatches the thing sold to a place other than the place of performance, the benefit and risk shall pass to the buyer at the moment the thing sold is delivered to the carrier.

A sale of movable property is a sale of things, other than those deemed immovable under the Turkish Civil Code, which are specified as movable in other laws.

The sale of component parts whose ownership is to be transferred after their separation from immovable property, such as crops, the debris of a building and stones to be extracted from a quarry, is also a sale of movable property.

The seller shall be obliged to transfer possession of the thing sold to the buyer for the purpose of transferring ownership thereof.

Unless otherwise agreed or customary, the costs of delivery, such as measuring and weighing, shall be borne by the seller, while the costs incurred in taking delivery of the object sold and, where the object sold must be transported to a place other than the place of performance, the transport costs shall be borne by the buyer.

Where delivery free of costs has been agreed, the seller shall be deemed to have assumed the transport costs.

Where delivery free of port and customs charges has been agreed, the seller shall be deemed to have assumed the export, transit and import duties; however, the seller shall not be deemed to have assumed the consumption taxes paid at the time the object sold is taken over by the buyer.

In the event of the seller's default, the general provisions on the debtor's default shall apply.

In commercial sales in which a specific time limit has been set for the transfer of possession, if the seller falls into default, the buyer shall be presumed to have waived the claim for delivery and to demand compensation for the damage arising from non-performance of the obligation.

If the buyer intends to demand delivery of the object sold, the buyer must notify the seller thereof immediately upon expiry of the time limit set.

A seller who fails to perform its obligation shall be liable to compensate the damage suffered by the buyer as a result.

If the seller fails to perform its obligation, the buyer may claim compensation for the damage calculated on the basis of the difference between the sale price and the price paid in good faith to purchase another item in place of the object sold that was not delivered to the buyer.

If the object sold consists of goods listed on an exchange or having a market price, the buyer may, without being obliged to purchase another item in its place, claim compensation for the damage calculated on the basis of the difference between the sale price and the market price on the day fixed for performance.

If the whole or part of the object sold is taken from the buyer by a third party by virtue of a right that existed at the time the sales contract was concluded, the seller shall be liable to the buyer therefor.

If the buyer knew of the risk of eviction at the time the contract was concluded, the seller shall not be liable therefor unless the seller has expressly undertaken such liability.

If the seller has concealed the right of the third party, any agreement made to exclude or limit the seller's liability shall be absolutely null and void.

Where the buyer, faced with the risk of eviction, notifies the seller of the action brought against the buyer, the seller shall be obliged, depending on the circumstances and in accordance with the rules of procedure, either to join the action on the side of the buyer or to take the place of the buyer and conduct and defend the action against the third party.

If the notification was made at a time suitable for joining the action and conducting the defence, the judgment rendered against the buyer shall also have effect for the seller, unless it is proven that it was rendered owing to the buyer's gross fault.

If the action was not notified to the seller for reasons not attributable to the buyer, the seller shall be released from liability to the extent that the seller proves that a more favourable judgment could have been obtained had the notification been made in due time.

The seller's liability for eviction shall continue in the following cases:

1. If the buyer, without awaiting a court decision, has recognised the right of the third party in good faith and has handed over the object sold to that party.

2. If the buyer, without waiting for the third party to bring an action against the buyer, has without delay warned the seller to resolve by way of action the dispute concerning the claim of right over the object sold, failing which the buyer would resort to arbitration, and, having obtained no result from this, has resorted to arbitration.

The seller's liability shall also continue where the buyer proves that the buyer was obliged to hand over the object sold to the third party.

If the whole of the object sold has been taken from the buyer, the sales contract shall be deemed to have terminated automatically and the buyer may claim the following from the seller:

1. Restitution of the sale price paid, together with interest, after deduction of the value of the fruits that the buyer obtained or neglected to obtain from the object sold.

2. The expenses that the buyer cannot claim from the third party who took the object sold.

3. All litigation costs and out-of-court costs, other than those that could have been avoided by notifying the seller of the action.

4. Other damage directly suffered as a result of the total eviction of the object sold.

Unless the seller proves that no fault whatsoever can be attributed to the seller, the seller shall also be liable to compensate the other damage suffered by the buyer as a result of the eviction of the object sold.

If part of the object sold has been taken from the buyer or the object sold is encumbered with a limited real right, the buyer may only claim compensation for the damage suffered as a result.

However, if it is apparent from the circumstances and conditions that the buyer would not have purchased the object sold had the buyer known of this situation, the buyer may request the judge to rule that the contract is terminated. In this case, the buyer shall be obliged to return to the seller the part of the object sold remaining in the buyer's hands, together with the benefits obtained therefrom up to that time.

The seller shall be liable not only for the absence in the object sold of qualities that the seller has represented to the buyer in any manner whatsoever, but also for the existence of material, legal or economic defects that are contrary to the quality or to the quantity affecting the quality, and that eliminate or considerably reduce the value of the object sold with regard to its intended use or the benefits the buyer expects from it.

The seller shall be liable for such defects even if the seller did not know of their existence.

In the sale of animals, the seller shall not be liable for defects unless the seller has undertaken such liability in writing or is at gross fault.

If the seller is at gross fault in delivering the object sold in a defective condition, any agreement excluding or limiting the seller's liability for defects shall be absolutely null and void.

The seller shall not be liable for defects known to the buyer at the time the sales contract was concluded.

The seller shall be liable for defects that the buyer could have discovered by sufficiently examining the object sold only if the seller has expressly undertaken that no such defect exists.

The buyer shall be obliged to examine the condition of the object sold taken over as soon as possible in the ordinary course of business and, if the buyer discovers a defect in the object sold for which the seller is liable, to notify the seller thereof within a reasonable time.

If the buyer neglects to examine and to give notice, the buyer shall be deemed to have accepted the object sold. However, this provision shall not apply where the object sold has a defect that cannot be detected by an ordinary examination. If the existence of such a defect is discovered subsequently, the seller must be notified immediately; otherwise, the object sold shall be deemed to have been accepted with that defect.

In the sale of animals, where the period during which the seller is to be liable has not been determined in writing and the defect does not relate to the pregnancy of the animal, the seller shall be liable only if the defect is notified to the seller within nine days from the day on which delivery took place or on which the buyer fell into default in taking delivery, and, in addition, if an examination of the animal by experts is requested from the competent authority within the same period.

A seller who is at gross fault may not escape liability, even partially, by claiming that the defect in the object sold was not notified to the seller in due time.

The same provision shall apply to defects that persons engaged in selling as a profession ought to know.

A buyer who alleges that an object sold that was sent from another place is defective shall, if the seller has no representative at the buyer's location, be obliged to take provisionally the measures necessary for the preservation of the object sold. The buyer may not send back to the seller the object sold that the buyer alleges to be defective without taking the measures necessary for its preservation.

The buyer shall be obliged to have the condition of the object sold duly established without delay. If the buyer fails to do so, the burden of proving that the alleged defect existed at the time the object sold reached the buyer shall fall on the buyer.

If there is a risk that the object sold will deteriorate quickly, the buyer shall be entitled, and, where the interests of the seller so require, obliged, to have it sold through the court of the place where it is located. If the buyer fails to notify the seller of the situation as soon as possible, the buyer shall be liable for the resulting damage.

In cases where the seller is liable for defects in the object sold, the buyer may exercise one of the following optional rights:

1. Rescission of the contract, declaring readiness to return the object sold.

2. Retaining the object sold and claiming a reduction in the sale price in proportion to the defect.

3. Claiming repair of the object sold free of charge, all costs being borne by the seller, provided that this does not require excessive expense.

4. Where possible, claiming replacement of the object sold with a non-defective equivalent.

The buyer's right to claim compensation under the general provisions is reserved.

The seller may prevent the buyer from exercising the optional rights by immediately delivering to the buyer a non-defective equivalent of the same goods and compensating the entire damage suffered.

Where the buyer exercises the right to rescind the contract, the judge may, if the circumstances do not justify this, rule for the repair of the object sold or the reduction of the sale price.

If the reduction in value of the object sold is very close to the sale price, the buyer may exercise only one of the rights to rescind the contract or to claim replacement of the object sold with a non-defective equivalent.

The destruction of, or serious damage to, an object sold that was delivered to the buyer in a defective condition owing to the defect, a fortuitous event or force majeure shall not prevent the buyer from exercising the right to rescind the contract. In this case, the buyer shall be obliged to return whatever remains of the object sold in the buyer's hands.

If the object sold has been destroyed owing to a cause attributable to the buyer, or if the buyer has transferred it to another person or altered its form, the buyer may only claim that the equivalent of the reduction in its value be deducted from the sale price.

A buyer who rescinds the sales contract shall be obliged to return the object sold to the seller together with the benefits derived from it. In return, the buyer may claim the following from the seller:

1. Restitution of the sale price paid, together with interest.

2. Payment of the litigation costs and of the expenses incurred for the object sold, as in the case of total eviction.

3. Compensation for the direct damage arising from the defective goods.

Unless the seller proves that no fault whatsoever can be attributed to the seller, the seller shall also be liable to compensate the buyer's other damage.

Where several items, or an item consisting of several parts, have been sold together and some of them prove to be defective, the right of rescission may be exercised only in respect of those that prove to be defective. However, if the defective part cannot be separated from the others without causing considerable damage to the buyer or the seller, the right of rescission must cover the whole of the object sold.

Rescission of the sale in respect of the principal object sold shall also extend to its accessories, even if they were sold at a separately stated price; however, rescission in respect of the accessories shall not extend to the principal object sold.

Unless the seller has undertaken liability for a longer period, all actions relating to liability arising from a defect in the object sold shall be time-barred upon the expiry of two years from the delivery of the object sold to the buyer, even if the defect in the object sold is discovered later. The buyer's right of defence arising from a defect notified within two years from the delivery of the object sold to the buyer shall not lapse upon the expiry of this period.

If the seller is at gross fault in delivering the object sold in a defective condition, the seller may not benefit from the two-year limitation period.

The buyer shall be obliged to pay the sale price in the manner agreed in the sales contract and to take delivery of the object sold tendered to the buyer.

Unless there is a local custom or agreement to the contrary, delivery of the object sold must be taken immediately.

If the buyer has definitively stated that the buyer will purchase the goods without specifying the sale price, the sale shall be deemed to have been concluded at the average market price at the place and time of performance.

Where the sale price is calculated according to the weight of the object sold, the tare shall be deducted.

Commercial usages under which, in the sale of certain commercial goods, a deduction is made from the gross weight as a fixed quantity or as a percentage, or the price is determined on the basis of the gross weight, are reserved.

Unless otherwise agreed, the sale price shall become due once the object sold comes into the possession of the buyer.

Where there is a usage that interest may be claimed, or where the buyer is able to obtain fruits or other yields from the goods, or where default occurs upon the expiry of a specified day, interest on the sale price may be claimed without the need for a separate warning.

In cases where the object sold is to be delivered only after or at the time of payment of the sale price, if the buyer falls into default, the seller may rescind the sale without the need for any further formality.

A seller who wishes to exercise this right must notify the buyer thereof without delay.

If possession of the object sold has been transferred to the buyer before payment of the sale price, the seller's recovery of the object sold by exercising the right of rescission on account of the buyer's default shall depend on that right having been expressly reserved in the contract.

A buyer who fails to perform its obligation shall be liable to compensate the damage suffered by the seller as a result.

The seller may claim from a buyer who has fallen into default in paying the sale price compensation for the damage calculated on the basis of the difference between that price and the price obtained by selling the object sold to another person in good faith.

If the object sold consists of goods listed on an exchange or having a market price, the seller may, without the need for such a sale, claim from the buyer compensation for the damage calculated on the basis of the difference between the sale price and the price of the goods on the day fixed for payment.

For a sale of immovable property to be valid, the contract must be executed in official form.

Promises to sell immovable property, and repurchase and purchase contracts, shall not be valid unless executed in official form.

The validity of a pre-emption contract shall depend on its being made in writing.

Rights of pre-emption, repurchase and purchase may be agreed for a period of not more than ten years and may be annotated in the land register for the period determined by law.

Unless otherwise agreed, contractual rights of pre-emption, purchase and repurchase may not be transferred, but shall pass by way of inheritance.

Where it has been agreed by contract that these rights may be transferred, the transfer shall not be valid unless made in the form prescribed for the creation of the right.

The right of pre-emption may be exercised in cases of a sale of the immovable property or of any transaction that is economically equivalent to a sale.

The right of pre-emption may not be exercised where the immovable property is allotted to one of the heirs in the partition of an estate, is sold by way of compulsory auction, or is acquired for the performance of public services or for similar purposes.

The seller or the buyer shall be obliged to notify the holder of the right of pre-emption, through a notary public, of the conclusion and content of the sales contract.

If, after the right of pre-emption has been exercised, the sales contract is cancelled or is not approved for reasons relating to the person of the buyer, this may not be asserted against the holder of the right of pre-emption.

Unless otherwise provided in the contract creating the right of pre-emption, the holder of the right of pre-emption shall acquire the immovable property on the terms of sale agreed between the seller and the third party.

The above provisions shall also apply to transactions economically equivalent to a sale.

A holder who wishes to exercise a contractual right of pre-emption must bring an action, against the buyer where the right has been annotated and ownership of the immovable property has been registered in the name of the buyer, and otherwise against the seller, within three months from the date on which the sale or another transaction economically equivalent to a sale was notified to the holder, and in any event within two years from the conclusion of the sale.

In a conditional sale of immovable property, no registration may be made in the land register unless the condition has been fulfilled.

A condition reserving ownership in a sale of immovable property may not be registered either.

Unless otherwise agreed, if the immovable property sold does not comprise the surface area stated in the sales contract, the seller shall be obliged to pay compensation to the buyer for the shortfall.

If the immovable property sold does not contain the surface area entered in the land register on the basis of an official survey, the seller shall not be liable to pay compensation unless the seller has expressly undertaken to do so.

Actions arising from defects in a building shall be time-barred upon the expiry of five years from the passing of ownership and, where the seller is at gross fault, upon the expiry of twenty years.

Where a time limit has been set by contract for the buyer to take delivery of the object sold at a time after registration, its benefit and risk shall pass to the buyer upon delivery. This provision shall also apply where the buyer falls into default in taking delivery of the object sold.

The validity of this contract shall depend on its being made in writing.

The rules on the sale of movable property shall also apply by analogy to the sale of immovable property.

A sale by sample is a sale made by the parties agreeing that the goods forming the subject of the contract shall conform to a sample left with the buyer or with a third party, or to goods determined by them.

In a sale by sample, the party to whom the sample was given shall not bear the burden of proving that the sample in its possession is the sample given to it, and the buyer's claim shall be deemed correct even if the form of the sample has changed, provided that such change is a necessary consequence of the examination. However, the other party shall in any event have the right to prove the contrary.

If the sample has deteriorated or been destroyed while in the hands of the buyer, the burden of proving that the object sold does not conform to the sample shall fall on the buyer, even if the buyer is not at fault.

A sale on approval is a sale made on condition that the buyer approves the object sold after testing or examining it.

In a sale on approval, the buyer shall be free to accept the object sold or to return it without giving any reason.

Even if the object sold has passed into the possession of the buyer, ownership of the object sold shall remain with the seller until the moment the condition of approval is fulfilled.

Where the testing or examination is to take place at the seller's premises and the buyer does not declare whether the buyer accepts the object sold within the period required by the contract or by custom, the seller shall be released from being bound by the contract.

Where no such period has been determined, the seller may, after the expiry of a reasonable period, call upon the buyer to declare whether the buyer accepts the object sold; if this call is not answered immediately, the seller shall be released from being bound by the contract.

If the object sold has been handed over to the buyer without being tested or examined, the condition of approval shall be deemed fulfilled if the buyer does not immediately give notice of disapproval of the object sold or does not return it within the period required by the contract or by custom or, where there is no such period, upon a call by the seller.

The condition of approval shall also be deemed fulfilled where the buyer pays all or part of the sale price without stating any reservation, or uses the object sold in a manner exceeding the purpose of testing or examination.

An instalment sale is a sale in which the seller undertakes to deliver the movable sold to the buyer before payment of the sale price, and the buyer undertakes to pay the sale price in parts.

An instalment sale contract shall not be valid unless made in writing.

Where the goods are sold within the scope of the seller's commercial activity, the following matters shall be specified in the contract:

1. The names and domiciles of the parties.

2. The subject matter of the sale.

3. The cash sale price of the thing sold.

4. The additional price to be specified on account of payment in instalments.

5. The total sale price.

6. All other performances undertaken by the buyer in cash or in kind.

7. The amount and due dates of the down payment and the instalments, and the number of instalments, which shall not be less than two.

8. The buyer's right to revoke, within seven days, the declaration of intent to conclude the contract.

9. Where provided for, the clauses agreed concerning reservation of ownership or assignment of the claim for the sale price.

10. The interest payable in the event of default or deferral of the due date, which shall not exceed the statutory interest rate by more than thirty percent.

11. The place and date of conclusion of the contract.

The validity of an instalment sale contract concluded by a minor or a person under guardianship who has the capacity of discernment shall depend on the written consent of the legal representative. In this case, the consent must have been given at the latest at the time the contract is concluded.

An instalment sale contract shall take effect, as regards the buyer, seven days after a copy of the contract signed by the parties comes into the buyer's hands. Within this period, the buyer may notify the seller in writing that the buyer revokes the declaration of intent. This right may not be waived in advance. It shall be sufficient for the notice of revocation to take effect that it has been posted on the last day of the period.

Where the seller has transferred the goods to the buyer within the revocation period, the buyer may use the goods only to the extent required for an ordinary inspection; otherwise, the contract shall be deemed to have taken effect.

Where the buyer exercises the right of revocation, no forfeit money may be claimed from the buyer.

The buyer shall be obliged to pay in cash at least one tenth of the cash sale price at the latest at the time of delivery, and the remainder of the sale price within three years following the conclusion of the contract.

The President of the Republic may, according to the type of the thing sold, reduce the amount of the down payment and the statutory payment periods by up to one half, or increase them up to double.

A seller who transfers the thing sold to the buyer without having received in full the minimum down payment determined by law shall lose the right to claim the unpaid portion of the down payment.

Any increase in the sale price made in return for waiving the down payment shall be null and void.

The buyer may not waive in advance the right to set off the seller's claim arising from the instalment sale against the buyer's own claim against the seller.

In the event of assignment of the claim, the buyer's defences relating to the claim for the sale price may not be restricted or excluded.

Unless the instalment debt has been embodied in a bill of exchange, the buyer may at any time discharge the debt by paying the remainder of the sale price in a single payment. In this case, the portion of the price added to the cash sale price that corresponds to the unpaid instalments shall be reduced in proportion to the shortening of the payment period, by not less than one half.

If the buyer defaults in paying the down payment, the seller may either claim only the down payment or withdraw from the contract.

If the buyer defaults in paying the instalments, the seller may claim payment of the instalments that have fallen due or of the entire remainder of the sale price in a single payment, or may withdraw from the contract. The seller may claim the entire remainder of the sale price or withdraw from the contract only if the seller has expressly reserved this right and the buyer is in default in paying at least two consecutive instalments constituting at least one tenth of the agreed sale price, or one instalment constituting at least one quarter thereof, or the last instalment. However, if the amount the seller may claim by reason of withdrawal is equal to or greater than the total of the instalments paid, the seller may not withdraw from the contract.

Before exercising the right to claim payment in full of the remainder of the sale price or to withdraw from the contract, the seller shall be obliged to grant the buyer a period of at least fifteen days.

If the seller withdraws from the contract after the transfer of the thing sold to the buyer on account of the buyer's default in paying the instalments, each party shall be obliged to return what it has received. The seller may, in addition, claim an equitable fee for use and compensation for any reduction in the value of the thing sold caused by its extraordinary use. However, the seller may not claim more than the seller would have obtained had the contract been performed on time.

If the seller withdraws from the contract before the transfer of the thing sold on account of the buyer's default in paying the down payment, the seller may claim from the buyer only statutory interest on the unpaid down payment accruing until the date of withdrawal, and compensation for the loss in value suffered by the thing sold after the conclusion of the contract. Where a penalty clause has been agreed, it may not exceed ten percent of the cash sale price.

The judge may grant the buyer facilities for payment and prohibit the seller from taking back the thing sold, provided that the defaulting buyer gives security that the buyer will pay the debts and that the seller suffers no damage as a result of this new arrangement.

A buyer whose domicile is in Türkiye may neither waive in advance the jurisdiction of the court of the buyer's domicile nor conclude an arbitration agreement in respect of disputes arising from an instalment sale contract to which the buyer is a party.

The provisions on instalment sales shall also apply to transactions made for the same economic purpose.

In loan contracts made for the purpose of acquiring a movable, where the seller assigns the claim for the sale price to the lender, together with or independently of a reservation of ownership clause, or where the seller and the lender otherwise agree to ensure delivery of the goods on the basis that the buyer will pay the sale price later in instalments, the provisions on instalment sales shall apply by analogy. The loan contract must contain the matters that must mandatorily be included in instalment sale contracts. However, instead of the cash sale price and the total sale price among these, the amount borrowed and the total loan amount to be paid to the lender shall be indicated.

In instalment loan contracts linked to a cash sale, the provisions on instalment sales shall not apply where the statutory minimum down payment has been paid to the lender and the cash sale price has been fully covered at the time of conclusion of the loan contract without any addition.

Where the buyer acts in the capacity of a merchant or the goods are purchased for the needs of a commercial enterprise or for professional purposes, only the provisions of paragraph 2 of Article 259, paragraph 1 of Article 260 and Article 261 among the provisions on instalment sales shall apply.

A prepayment instalment sale is a sale in which the buyer undertakes to pay in advance, in parts, the sale price of a movable good, and the seller undertakes to transfer the thing sold to the buyer after the price has been paid in full.

A prepayment instalment sale contract shall not be valid unless made in writing. The following matters shall be specified in the contract:

1. The names and domiciles of the parties.

2. The subject matter of the sale.

3. The total sale price.

4. The number, amount and due dates of the instalments and the duration of the contract.

5. The bank authorised to accept the instalments.

6. The amount of interest undertaken towards the buyer.

7. The buyer's right to revoke, within seven days, the declaration of intent to conclude the contract.

8. The buyer's right to withdraw from the contract and the forfeit money payable by the buyer for that reason.

9. The place and date of conclusion of the contract.

In contracts whose payment period is longer than one year or indefinite, the buyer shall be obliged to deposit the payments into an interest-bearing savings or investment account to be opened in the buyer's name at a bank specified in the contract.

The bank shall be obliged to safeguard the interests of both parties. Payments may be made from the account opened with the consent of both parties. Such consent may not be given in advance.

In contracts whose payment period is longer than one year or indefinite, if the buyer withdraws from the contract pursuant to Article 269 before the transfer of the thing sold, the seller shall lose all rights over this account.

After paying the sale price in full, the buyer may at any time require that the goods be transferred to the buyer. However, if the seller is to transfer the goods by procuring them from another person, the buyer shall be obliged to grant the seller a reasonable period for this purpose.

In order for the seller to transfer the goods to the buyer, the conditions relating to instalment sales must be complied with.

Where the buyer has purchased more than one thing or has reserved a right of choice, the buyer may require transfer of the thing sold in parts only after having paid the minimum down payment provided for in Article 256. Such a claim may not be made where the thing sold constitutes a collection of things. Where the sale price has not been paid in full, partial transfer of the thing sold may be required of the seller only on condition that ten percent of the remaining portion is left with the seller as security.

In contracts whose payment period is longer than one year or indefinite, the sale price must have been paid in full at the time of transfer of the thing sold. A buyer who requires transfer of the thing sold may release in favour of the seller, from the balance in the buyer's account, a portion of not more than one third of the sale price. However, no undertaking to this effect may be given at the time of conclusion of the contract.

All clauses reserving to the seller the right to claim a price in addition to the total sale price determined at the time of conclusion of the contract shall be invalid.

Where the total sale price payable has been determined in the contract but the goods to be transferred have not been determined in advance and the seller has granted the buyer the right to choose those goods, the seller shall be obliged to comply fully with the buyer's choice, having regard to the ordinary prices in cash sales.

Agreements to the contrary shall be valid only to the extent that they are in favour of the buyer.

In contracts whose payment period is longer than one year or indefinite, the buyer may withdraw from the contract at any time until the transfer of the goods.

The forfeit money envisaged to be paid by the buyer in the event of withdrawal from the contract shall be determined having regard to the particular circumstances and to the time elapsed between the conclusion of the contract and the withdrawal. However, this amount may not be less than two percent or more than five percent of the seller's total claim. The buyer may claim the return of the portion of the payments made that exceeds the forfeit money, together with the returns thereon.

No forfeit money may be claimed where the withdrawal from the contract occurs because the buyer has become unable to make the prepayments due to death or permanent loss of earning capacity, or because the seller has not accepted the buyer's proposal to replace the contract with an instalment sale contract on ordinary terms.

The obligation to perform the prepayments shall end upon the expiry of five years.

In contracts whose payment period is longer than one year or indefinite, if the buyer does not request transfer of the thing sold although eight years have elapsed, the seller shall warn the buyer and grant a period of three months. If the buyer remains inactive within this period, the seller shall have the rights granted to the buyer in the event of withdrawal from the contract.

If the buyer defaults on one or more prepayments, the seller may claim only the payments that have fallen due. Nevertheless, where two consecutive prepayments constituting at least one tenth of the total claim, or a single prepayment constituting at least one quarter of the total claim, or the last prepayment has fallen due, the seller shall, in addition, have the right to withdraw from the contract after the expiry of a one-month payment period to be granted to the buyer.

If the seller withdraws from a contract whose payment period is one year or less, the provision of paragraph 2 of Article 260 shall apply by analogy. In contracts whose term exceeds one year, the seller may claim only the forfeit money provided for in paragraph 2 of Article 269 and compensation for losses exceeding the average bank deposit interest payable to the buyer.

In contracts with a term longer than one year, where a buyer in default requests transfer of the goods, the seller may claim, together with statutory interest on the principal, compensation for any decrease in the value of the goods occurring after the request for transfer. Where a penalty clause has been provided for, its amount may not exceed ten percent of the sale price.

Where the thing sold has been transferred, the provision of paragraph 1 of Article 260 shall apply as regards withdrawal.

Where the buyer acts in the capacity of a merchant or the goods are purchased for the needs of a commercial enterprise or for professional purposes, Articles 264 to 271 shall not apply.

Among the provisions on instalment sales, those relating to the consent of the legal representative, the taking effect of the contract and the declaration of revocation, the buyer's defences, the assignment of the seller's claim, the payment facilities granted by the judge, and the competent court and arbitration shall also apply to prepayment instalment sales.

In an instalment sale in which the period for transfer of the thing sold is longer than one year or indefinite, if the buyer is obliged to make payments before the transfer of the thing sold, the provisions on prepayment instalment sales shall apply by analogy.

A sale by public auction is a sale whose place, time and conditions are determined in advance and which is made with the person who offers the highest price among those present.

Unless the seller has declared an intention to the contrary in the auction conditions, in voluntary public auctions in which anyone may participate, the sale contract shall be concluded when the person conducting the auction knocks down the thing to the person offering the highest price.

A sale by compulsory auction shall be concluded when the official conducting the auction knocks down the thing to the person offering the highest price.

A person participating in an auction shall be bound by that person's bid within the framework of the conditions laid down for the sale.

Unless there is a condition to the contrary, the bidder shall cease to be bound when a higher bid is made, or, where upon asking whether there is a higher bid it becomes apparent that there is none, the bidder's obligation shall lapse if the bid is not accepted immediately.

In the sale of an immovable by public auction, the knock-down or its refusal must be made immediately after the auction.

A condition providing that the bidder shall remain bound after the auction as well shall be invalid. However, this rule shall not apply to compulsory auctions or to cases where the knock-down must be approved by a public official.

Unless otherwise agreed in the auction conditions, the auction price must be paid in cash.

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

A person who buys a movable good at auction shall acquire its ownership at the moment of the knock-down. Ownership of an immovable bought at auction shall pass to the buyer only upon registration in the land register.

The auction official shall immediately notify the land registry administration of the registration in the buyer's name of the immovable indicated in the sale record.

The special provisions on the passing of ownership in knock-downs made as a result of compulsory auction are reserved.

In voluntary private auctions, the passing of ownership shall be subject to the general provisions.

The provisions on liability for eviction and for defects shall not apply in compulsory auctions.

A person who acquires property at auction shall become the owner of that property in the condition, and with the rights and encumbrances, determined according to the land register, the conditions of sale or the law.

In voluntary public auctions, the seller shall be liable for eviction and defects of the thing sold. However, except in the case of fraud, the seller may be released from this liability by expressly stating and announcing it in the auction conditions.

Where the knock-down has been brought about by recourse to unlawful or immoral means, any interested person may request the court to annul the knock-down within ten days from the day on which that person learned of the ground for annulment and in any event within one year following the date of the knock-down.

The special provisions on compulsory auctions are reserved.

A barter contract is a contract whereby one of the parties undertakes to transfer to the other party possession and ownership of one or more things, and the other party undertakes, as counter-performance, to transfer possession and ownership of another thing or things.

The provisions on sale contracts shall also apply to barter contracts; accordingly, each of the parties is in the position of a seller with respect to the thing it has undertaken to give and in the position of a buyer with respect to the thing undertaken to be given to it.

The provisions of the sale contract on liability for eviction and for defects shall also apply to barter contracts, to the extent appropriate.

A donation contract is a contract whereby the donor undertakes, with effect inter vivos, to make a gratuitous disposition from the donor's assets to the donee.

Waiving a right not yet acquired or disclaiming an inheritance does not constitute a donation.

The fulfilment of a moral duty shall likewise not be deemed a donation.

Any person having the capacity to act may make a donation, subject to the restrictions arising from the matrimonial property regime or from the law of succession.

If, as a result of proceedings initiated within one year following the donation, the donor is placed under guardianship on account of prodigality, that donation may be annulled by the court.

A person lacking the capacity to act may accept a donation if that person has the capacity of discernment. However, if the donee's legal representative prohibits that person from accepting the donation or orders the return of the thing donated, the donation shall lapse.

The validity of a promise to donate shall depend on this contract being made in writing.

The validity of a promise to donate an immovable or a right in rem over an immovable shall depend only on its being made in official form.

A promise to donate that is invalid for failure to comply with the form shall, when performed by the donor, have the effect of a manual donation. However, this provision shall not apply to donations whose validity is subject to official form.

A manual donation shall be concluded by the donor's delivery of a movable to the donee.

A donation may be made subject to a condition.

The provisions on testamentary dispositions shall apply to a donation whose performance depends on the death of the donor.

The donor may attach charges to the donation.

The donor may demand the performance of the charges accepted by the donee pursuant to the contract.

The right to demand performance of a charge attached to a donation in the public interest shall pass, after the death of the donor, to the relevant public authority.

If the value of the subject matter of the donation does not cover the costs of performing the charge and the excess is not paid to the donee, the donee may refuse to perform the charge.

The donor may stipulate the condition that the subject matter of the donation shall revert to the donor in the event that the donee dies before the donor.

Where the subject matter of the donation relates to an immovable or a right in rem over an immovable, the condition of reversion to the donor may be annotated in the land register.

A person who has offered to donate a good to another may revoke the offer of donation until the donee's acceptance, even if that person has actually separated the good from his or her other goods.

The donor shall not be liable to the donee for damage arising from the donation unless the donor has caused such damage through gross fault.

Where the donor has additionally given a promise of warranty in respect of the thing or claim donated, the donor shall be liable accordingly.

The donor may revoke a manual gift or a promise to donate that he has performed, and may claim the return of the subject matter of the gift to the extent of the donee's enrichment as at the date of the claim, if any of the following circumstances has occurred:

1. If the donee has committed a serious offence against the donor or one of the donor's relatives.

2. If the donee has materially breached his legal obligations towards the donor or a member of the donor's family.

3. If, in a gift subject to a condition (burden), the donee has failed to perform the burden without just cause.

The person who has promised to make a gift may revoke his promise and refuse to perform it in the following circumstances:

1. If there exists one of the grounds on which he could claim the return of a thing given as a manual gift.

2. If his financial situation has subsequently changed to such an extent that performance of the promise would be extraordinarily burdensome for him.

3. If, after making the promise to donate, new family obligations have arisen for him or such obligations have become considerably heavier.

If the insolvency of the person who has promised to make a gift is established or his bankruptcy is adjudicated, the obligation to perform shall cease.

The donor may revoke the gift within one year from the day on which he learned of the ground for revocation.

If the donor dies before the expiry of the one-year period, the right of revocation shall pass to his heirs, and his heirs may exercise this right until the end of that period.

If the donor was unable to learn of the ground for revocation during his lifetime, his heirs may exercise the right to revoke the gift within one year from his death.

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

Unless otherwise agreed, a gift consisting of periodic performances shall terminate upon the death of the donor.

A lease contract is a contract whereby the lessor undertakes to grant the lessee the use of a thing, or its use together with the enjoyment of its fruits, and the lessee undertakes in return to pay the agreed rent.

A lease contract may be concluded for a definite or an indefinite period.

A lease contract that is to terminate upon the expiry of the agreed period without any notice is a fixed-term lease; other lease contracts shall be deemed to have been concluded for an indefinite period.

The lessor shall be obliged to deliver the leased property on the agreed date in a condition fit for the use intended under the contract and to maintain it in that condition throughout the term of the contract. This provision may not be modified to the detriment of the lessee in leases of residential premises and roofed business premises; in other lease contracts, no provision derogating from this provision may be made to the detriment of the lessee by means of general terms and conditions.

Unless otherwise agreed or provided by law, compulsory insurance, taxes and similar charges relating to the leased property shall be borne by the lessor.

The lessor shall be obliged to bear the ancillary costs incurred by himself or by a third party in connection with the use of the leased property.

Where the leased property is delivered with material defects, the lessee may invoke the provisions on default of the obligor or the provisions on the lessor's liability arising from defects that subsequently arise in the leased property.

Where the leased property is delivered with defects that are not material, the lessee may invoke the provisions on the lessor's liability for defects that subsequently appear in the leased property.

If the leased property subsequently becomes defective, the lessee may demand from the lessor that the defects be remedied, or that the rent be reduced in proportion to the defect, or that his loss be compensated. However, a claim for compensation of loss shall not preclude the exercise of the other alternative rights.

In the case of a material defect, the lessee's right to terminate the contract is reserved.

The lessee may demand from the lessor that the defect in the leased property be remedied within a reasonable period; if the defect is not remedied within that period, the lessee may have the defect remedied at the lessor's expense and deduct his resulting claim from the rent, or may demand that the leased property be replaced with an equivalent free from defects.

Where the defect eliminates or considerably impairs the fitness of the leased property for its intended use and is not remedied within the period granted, the lessee may terminate the contract.

Instead of remedying the defect in the leased property, the lessor may replace it, within a reasonable period, with an equivalent free from defects.

The lessor may prevent the lessee from exercising his alternative rights by immediately providing the lessee with an equivalent of the same thing free from defects and fully compensating the loss he has suffered.

Where there are defects affecting the use of the leased property, the lessee may demand a reduction of the rent in proportion to the defect for the period from the time the lessor learned of such defects until the defect is remedied.

Unless he proves that he is not at fault, the lessor shall be obliged to compensate the lessee for losses arising from defects in the leased property.

Where a third party asserts a right over the leased property that is incompatible with the lessee's right, the lessor shall be obliged, upon notice from the lessee, to take over the conduct of the action and to compensate all losses suffered by the lessee.

If, after the conclusion of the contract, the leased property changes hands for any reason, the new owner shall become a party to the lease contract.

The provisions on expropriation are reserved.

If, after the conclusion of the contract, a third party acquires a right in rem over the leased property that affects the lessee's right, the provisions relating to the transfer of the leased property shall apply by analogy.

In leases of immovable property, it may be agreed by contract that the lessee's leasehold right be annotated in the land register.

The lessee shall be obliged to pay the rent.

Unless otherwise agreed or provided by local custom, the lessee shall be obliged to pay the rent and, where applicable, the ancillary costs at the end of each month and at the latest upon the expiry of the lease term.

If, after delivery of the leased property, the lessee fails to perform his obligation to pay rent or ancillary costs that have become due, the lessor may grant the lessee a period in writing and notify him that the contract will be terminated if he also fails to perform within that period.

The period to be granted to the lessee shall be at least ten days, and at least thirty days in leases of residential premises and roofed business premises. This period shall begin to run from the day following the date on which the written notice is served on the lessee.

The lessee shall be obliged to use the leased property with due care in accordance with the contract and to show due consideration to persons residing in the immovable property in which the leased property is located and to neighbours.

Where the lessee breaches this obligation, in leases of residential premises and roofed business premises the lessor shall give a written warning, granting a period of at least thirty days, that the breach be remedied, failing which the contract will be terminated. In other lease relationships, the lessor may terminate the contract immediately by written notice without giving the lessee any prior warning.

In leases of residential premises and roofed business premises, where the lessee intentionally causes serious damage to the leased property, where it becomes evident that granting a period to the lessee would be futile, or where the lessee's conduct in breach of this obligation becomes intolerable for the lessor or for persons residing in the same immovable property and neighbours, the lessor may terminate the contract immediately by written notice.

The lessee shall be obliged to pay the cleaning and maintenance costs necessary for the ordinary use of the leased property. Local custom shall also be taken into account in this respect.

The lessee shall be obliged to notify the lessor without delay of defects that he is not himself obliged to remedy; otherwise, he shall be liable for the resulting loss.

The lessee shall be obliged to tolerate works aimed at remedying defects in the leased property or preventing damage.

The lessee shall be obliged to permit the lessor and a third party designated by him to visit and inspect the leased property to the extent necessary for maintenance, sale or subsequent letting.

The lessor shall be obliged to notify the lessee a reasonable time in advance of the works and of the visit and inspection of the leased property, and to take the lessee's interests into account when these are carried out.

The lessee's rights to a reduction of the rent and to compensation of his loss are reserved.

The lessor may make renovations and alterations to the leased property that do not necessitate the termination of the lease contract and that the lessee can reasonably be expected to tolerate.

When carrying out such renovations and alterations, the lessor shall be obliged to have regard to the interests of the lessee. The lessee's rights to a reduction of the rent and to compensation of his loss are reserved.

The lessee may make renovations and alterations to the leased property with the written consent of the lessor.

A lessor who has consented to renovations and alterations may not demand that the leased property be returned in its former condition, unless this has been agreed in writing.

Unless there is a written agreement to the contrary, the lessee may not claim compensation for any increase in value of the leased property resulting from the renovations and alterations he has made with the lessor's consent.

Provided that this does not give rise to a change detrimental to the lessor, the lessee may sublet the leased property in whole or in part to another person and may also transfer the right of use to another person.

In leases of residential premises and roofed business premises, the lessee may neither sublet the leased property to another person nor transfer the right of use without the written consent of the lessor.

If the sublessee uses the leased property in a manner other than that permitted to the lessee, the lessee shall be liable to the lessor. In such case, the lessor may also exercise against the sublessee or the transferee of the right of use the rights he has against his lessee.

The lessee may not transfer the lease relationship to another person without obtaining the written consent of the lessor. In leases of business premises, the lessor may not refuse such consent without just cause.

The person to whom the lease relationship has been transferred with the written consent of the lessor shall take the place of the lessee under the lease contract, and the transferring lessee shall be released from his obligations towards the lessor.

In leases of business premises, the transferring lessee shall be jointly and severally liable with the transferee until the expiry of the lease contract, and for a maximum period of two years.

As long as the leased property is kept fit for use, the lessee shall be obliged to pay the rent even if the leased property is not used, or is used only to a limited extent, for a reason attributable to the lessee himself. In such case, the expenses that the lessor has been spared shall be deducted from the rent.

If the lessee returns the leased property without complying with the contract term or the termination period, his obligations under the lease contract shall continue for a reasonable period within which the leased property could be let on similar terms. If, before the expiry of this period, the lessee finds a new lessee whom the lessor can reasonably be expected to accept, who is solvent and who is willing to take over the lease relationship, the lessee's obligations under the lease contract shall terminate.

The lessor shall be obliged to deduct from the rent the expenses he has been spared and the benefits he has obtained, or has intentionally refrained from obtaining, by making other use of the leased property.

The lessee and the lessor may not waive in advance the right to set off claims arising from the lease contract.

If a term has been agreed expressly or tacitly, the lease contract shall terminate automatically at the end of that term.

If, in such case, the parties continue the lease relationship without an express agreement, the lease contract shall become a contract of indefinite duration.

In lease contracts of indefinite duration, either party may terminate the contract by observing the statutory termination dates and notice periods, unless a longer notice period or another termination date has been agreed. In calculating the termination dates, the commencement date of the lease contract shall be taken as the basis.

If the termination date or notice period specified in the contract or by law has not been observed, the notice shall take effect for the next termination date.

Either party may terminate a lease contract relating to an immovable property or to a movable structure by observing a notice period of three months, for the end of the lease period determined by local custom or, in the absence of such custom, for the end of a six-month lease period.

Either party may terminate a lease contract relating to a movable at any time by observing a notice period of three days.

The lessee of a movable thing that the lessor leases in the course of his professional activity and that serves the private use of the lessee may terminate the lease contract by giving notice at least one month in advance for the end of a three-month lease period. In such case, the lessor shall have no right to claim compensation for his loss.

Either party may terminate the contract at any time by observing the statutory notice period where there exist important reasons that make the continuation of the lease relationship intolerable for him.

The judge shall decide on the pecuniary consequences of the extraordinary termination, taking into account the circumstances and conditions.

If the lessee becomes bankrupt after delivery of the leased property, the lessor may demand security for the rent that will fall due.

The lessor shall grant the lessee and the bankruptcy estate, in writing, a reasonable period for the provision of security. If security is not provided to him within that period, the lessor may terminate the contract immediately without observing any notice period.

In the event of the death of the lessee, his heirs may terminate the contract for the nearest termination date by observing the statutory notice period.

Upon the expiry of the lease contract, the lessee shall be obliged to return the leased property in the condition in which he received it. However, the lessee shall not be liable for wear and deterioration of the leased property resulting from use in accordance with the contract.

Agreements whereby the lessee undertakes in advance to pay, upon termination of the contract, any compensation other than compensation for losses resulting from use contrary to the contract shall be invalid.

Upon return, the lessor shall be obliged to inspect the condition of the leased property and to notify the lessee immediately in writing of any deficiencies and defects for which the lessee is liable. If such notice is not given, the lessee shall be released from all liability. However, in the case of deficiencies and defects that could not be detected by ordinary inspection at the time of taking delivery, the lessee's liability shall continue. When the lessor detects such deficiencies and defects, he shall be obliged to notify the lessee immediately in writing.

In leases of immovable property, the lessor shall have a right of retention over movables located in the leased property that serve for its furnishing or use, as security for rent for the past year and for the current six months.

The lessor's right of retention shall also extend to movables of the same nature brought into the leased property by the sublessee, up to the amount of the rent owed by the sublessee to the principal lessee.

The right of retention may not be exercised over the lessee's assets that are exempt from attachment.

The rights of third parties over things which the lessor knew or ought to have known did not belong to the lessee, and over things that have been stolen, lost or otherwise left the possession of their owner against his will, shall take precedence over the lessor's right of retention.

If the lessor, having learned during the term of the lease contract that movables brought into the leased property by the lessee are not owned by the lessee, does not terminate the contract for the end of the nearest termination date, he shall lose his right of retention over such things.

If the lessee intends to move out or to remove the movables located in the leased property to another place, the lessor may retain, by decision of the judge of the civil court of peace or the enforcement director, such quantity of movables as will secure his claim.

If the things that are the subject of the retention decision are removed secretly or by force, they shall be brought back to the leased property with the assistance of the law enforcement forces within ten days from their removal.

The provisions on leases of residential premises and roofed business premises shall also apply to things whose use is granted to the lessee together with such premises. However, these provisions shall not apply to the lease, for a period of six months or less, of immovable property allocated by its nature to temporary use.

These provisions shall also apply to all lease contracts concluded by public institutions and organisations, under whatever procedures and principles they are concluded.

In leases of residential premises and roofed business premises, if the conclusion or continuation of the contract is made conditional on the lessee assuming, without any benefit to him, an obligation not directly related to the use of the leased property, the contract linked to the lease shall be invalid.

In leases of residential premises and roofed business premises, unless otherwise provided in the contract or unless there is a local custom to the contrary, the lessee shall be obliged to bear usage costs such as heating, lighting and water.

The party bearing the costs shall be obliged to provide the other party, upon request, with a copy of each of the documents evidencing such costs.

In leases of residential premises and roofed business premises, if the lessee is required by contract to provide security, such security may not exceed three months' rent.

If it is agreed that money or securities (negotiable instruments) shall be provided as security, the lessee shall deposit the money in a time savings account and the securities with a bank, on condition that they may not be withdrawn without the lessor's consent. The bank may return the security only with the consent of both parties, upon the finality of enforcement proceedings, or on the basis of a final court judgment.

If the lessor has not notified the bank in writing, within three months following the termination of the lease contract, that he has brought an action against the lessee relating to the lease contract or has initiated proceedings through enforcement or bankruptcy, the bank shall be obliged to return the security upon the lessee's request.

In lease contracts, no modification may be made to the detriment of the lessee, except for the determination of the rent.

Agreements of the parties on the rent to be applied in renewed lease periods shall be valid provided that they do not exceed the rate of change in the twelve-month averages of the consumer price index in the preceding lease year. This rule shall also apply to lease contracts with a term longer than one year.

If the parties have not made an agreement on this matter, the rent shall be determined by the judge in accordance with equity, taking into account the condition of the leased property, provided that it does not exceed the rate of change in the twelve-month averages of the consumer price index of the preceding lease year.

Irrespective of whether the parties have made an agreement on this matter, in lease contracts with a term longer than five years or renewed after five years, and at the end of every subsequent five-year period, the rent to be applied in the new lease year shall be determined by the judge in an equitable manner, taking into account the rate of change in the twelve-month averages of the consumer price index, the condition of the leased property and comparable rents. The rent so determined in the lease year following each five-year period may be changed in accordance with the principles set out in the preceding paragraphs.

Where the rent has been agreed in a foreign currency in the contract, no change may be made to the rent until five years have elapsed, without prejudice to the provisions of the Law No. 1567 on the Protection of the Value of the Turkish Currency dated 20/2/1930. However, the provision of Article 138 of this Code entitled “Excessive difficulty of performance” is reserved. In determining the rent after five years have elapsed, the provision of the third paragraph shall be applied, taking into account also the changes in the value of the foreign currency.

An action for the determination of rent may be brought at any time.

However, if this action is brought on a date no later than thirty days before the beginning of the new period, or, provided that the lessor has given written notice to the lessee within this time limit that the rent will be increased, if it is brought by the end of the following new lease period, the rent to be determined by the court shall bind the lessee from the beginning of this new lease period.

If the contract contains a provision that the rent will be increased in the new lease period, the rent to be determined by the court in an action to be brought by the end of the new lease period shall also be valid from the beginning of this new period.

No payment obligation other than the rent and ancillary costs may be imposed on the lessee. In particular, agreements providing that a penalty clause shall be paid or that subsequent rents shall become due if the rent is not paid on time are invalid.

In leases of residential and roofed business premises, unless the lessee gives notice at least fifteen days before the expiry of the term of fixed-term contracts, the contract shall be deemed extended for one year on the same terms. The lessor may not terminate the contract on the ground of the expiry of the contract term. However, at the end of the ten-year extension period, the lessor may terminate the contract without stating any reason, provided that notice is given at least three months before the end of each extension year following this period.

In lease contracts of indefinite term, the lessee at any time, and the lessor after ten years have elapsed from the beginning of the lease, may terminate the contract by notice of termination in accordance with the general provisions.

In cases where the right of termination may be exercised under the general provisions, the lessor or the lessee may terminate the contract.

In leases of residential and roofed business premises, the validity of the notice of termination is subject to its being made in writing.

In immovable property leased for use as a family residence, the lessee may not terminate the lease contract without the express consent of his or her spouse.

If it is not possible to obtain this consent or the spouse refuses to give consent without just cause, the lessee may request the judge to render a decision on this matter.

Where the spouse who is not the lessee acquires the status of a party to the lease contract by giving notice to the lessor, the lessor shall be obliged to notify the notice of termination and the payment period attached to a warning of termination separately to the lessee and to his or her spouse.

The lessor may terminate the lease contract, by an action to be brought within one month starting from the date to be determined:

1. If there is a necessity to use the leased property owing to a need for a residence or business premises for himself or herself, his or her spouse, descendants, ascendants or other persons whom he or she is obliged by law to maintain,

2. If the substantial repair, extension or alteration of the leased property is necessary for the purpose of its reconstruction or redevelopment and the use of the leased property is impossible during such works,

in fixed-term contracts, at the end of the term, and in contracts of indefinite term, by complying with the termination period and the time limits provided for notice of termination under the general provisions on leases.

A person who subsequently acquires the leased property may, if there is a necessity to use it owing to a need for a residence or business premises for himself or herself, his or her spouse, descendants, ascendants or other persons whom he or she is obliged by law to maintain, terminate the lease contract by an action to be brought six months later, provided that he or she notifies the lessee of the situation in writing within one month starting from the date of acquisition.

The person who subsequently acquires the leased property may, if he or she so wishes, also exercise the right to terminate the contract on the ground of need by way of an action to be brought within one month starting from the expiry of the contract term.

If the lessee, after delivery of the leased property, has undertaken in writing towards the lessor to vacate the leased property on a certain date but has not vacated it, the lessor may terminate the lease contract by applying for enforcement or bringing an action within one month starting from this date.

If the lessee has caused two justified written warnings to be served on him or her for failure to pay the rent, within the lease term in lease contracts with a term shorter than one year, and within one lease year or a period exceeding one lease year in lease contracts with a term of one year or longer, the lessor may terminate the lease contract by way of an action within one month starting from the end of the lease term and, in leases longer than one year, from the end of the lease year in which the warnings were made.

Where the lessee or his or her spouse living with him or her has a residence suitable for living within the boundaries of the same district or town municipality, the lessor may, if he or she was not aware of this at the time of the conclusion of the lease contract, terminate the contract by way of an action within one month starting from the end of the contract.

If the lessor has notified the lessee in writing, at the latest within the time limit provided for bringing the action, that he or she will bring an action, the time limit for bringing the action shall be deemed extended for one lease year.

The provisions on the termination of the lease contract by way of action may not be altered to the detriment of the lessee.

Where the lessor has caused the leased property to be vacated on the ground of need, he or she may not, without just cause, lease the leased property to anyone other than the former lessee until three years have elapsed.

Immovable property caused to be vacated for the purpose of reconstruction and redevelopment may not, without just cause, be leased to another person in its former condition until three years have elapsed. The former lessee has a right of priority to lease the immovable property whose reconstruction and redevelopment has been carried out, in its new condition and at the new rent. This right must be exercised within one month following the written notice to be given by the lessor; unless this right of priority is extinguished, the immovable property may not be leased to another person before three years have elapsed.

If the lessor acts contrary to these provisions, he or she shall be obliged to pay compensation to the former lessee in an amount not less than one year's rent paid in the last lease year.

The partners of the deceased lessee, or the heirs of these partners carrying on the same profession or trade, and those who lived in the same residence with the deceased lessee, may continue the lease contract as parties, as long as they comply with the contract and the provisions of law.

A usufructuary lease is a contract whereby the lessor undertakes to grant the lessee, against consideration, the use of a productive thing or right and the gathering of its fruits.

A sharecropping lease is a usufructuary lease in which the rent is agreed as a certain proportion of the fruits to be gathered. If this proportion has not been agreed by contract, it shall be determined according to local custom.

Unless there is a special provision on usufructuary leases in this division, the general provisions on lease contracts shall apply.

If the lease contract also includes tools and equipment, animals, transferred items or stocked goods, the parties shall be obliged to jointly assess their values, record them in a report to be drawn up in two copies, sign it and deliver it to each other.

The lessor shall be obliged to deliver the leased property to the lessee, including any movable things leased together with it, in a condition suitable for use and operation in accordance with the purpose of the contract, and to maintain it in this condition throughout the term of the contract.

The lessor shall be obliged to carry out, at his or her own expense, the substantial repairs that must necessarily be made during the lease term, as soon as they are notified by the lessee.

Unless there is a provision to the contrary in the contract or local custom, the lessee shall be obliged to pay the rent and ancillary costs at the end of each lease year and at the latest at the end of the lease term.

If the lessee fails to pay rent or ancillary costs that have become due after delivery of the leased property, the lessor may give the lessee in writing a grace period of at least sixty days and notify him or her that the contract will be terminated if payment is not made within this grace period.

If the usual yield of an agricultural immovable property decreases significantly owing to extraordinary disasters or natural events, the lessee may request that a proportionate amount be deducted from the rent.

A waiver of this right in advance shall be valid only if the possibility of the occurrence of such circumstances was taken into account in the determination of the rent or if the resulting damage is covered by insurance.

The lessee shall be obliged to operate the leased property properly and in accordance with the purpose for which it is designated, and in particular to maintain it in a condition suitable for producing fruits.

The lessee may not, without the permission of the lessor, change the method of operation of the leased property in a manner whose effect may be seen after the expiry of the lease term.

The lessee shall be obliged to ensure the proper maintenance of the leased property.

The lessee shall be obliged, in accordance with local custom, to carry out minor repairs and to replace with new ones the low-value tools and equipment that break down or are used up through use.

The lessee may neither sublet the leased property to another person nor transfer the right of use and operation to another person without the consent of the lessor. However, the lessee may let certain premises located in the leased property, provided that this does not require a change causing damage to the lessor.

The rules on subleases shall apply by analogy to such lease contracts concluded by the lessee with another person.

A fixed-term lease contract shall end automatically upon the expiry of the term.

However, if the parties tacitly continue the contract, the lease contract shall be deemed renewed for one year at a time, unless otherwise agreed.

The renewed lease contract may be terminated for the end of each lease year by complying with the statutory notice period.

In a contract of indefinite term, if the notice period for termination has not been 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, notice of termination may be given, in usufructuary leases of agricultural immovable property, for the spring or autumn seasons applied by local custom, and in other usufructuary leases, for any time.

Either party may at any time terminate the contract by observing the statutory notice period for termination, where there are important reasons rendering the continuation of the lease relationship intolerable for him or her.

The judge shall decide on the pecuniary consequences of the extraordinary notice of termination, taking into account the situation and circumstances.

In the event of the bankruptcy of the lessee, the contract shall end automatically at the moment the bankruptcy is opened. However, the lessor shall be obliged to continue the contract until the end of the lease year if adequate security is provided for the accruing rent and the items recorded in the report.

In the event of the death of the lessee, his or her heirs and the lessor may terminate the contract, provided that they observe the statutory notice periods of six months for termination.

Upon expiry of the lease term, the lessee shall be obliged to return the leased property together with all the items recorded in the report and in the condition in which they are.

The lessee shall be obliged to pay compensation for decreases in value that could have been avoided through proper operation.

The lessee may not claim compensation for increases in value that have arisen within the scope of the care which he or she is obliged to exercise over the leased property.

If the items recorded in the report at the time of delivery of the leased property were appraised, the lessee shall be obliged, upon the end of the lease contract, to return them in identical kind and value or to make good the decreases in value.

The lessee may be released from returning them or paying compensation by proving the fault of the lessor or the existence of force majeure.

The lessee may claim compensation for an increase in value arising from expenses incurred or labour performed by himself or herself.

The lessee of an agricultural immovable property may not assert any right over the fruits not yet gathered at the moment the lease contract ends.

However, the lessee may claim from the lessor, as compensation, the amount to be determined by the judge of the agricultural expenses he or she incurred for the growing of the fruits, and this compensation shall be set off against the accrued rents.

The lessee returning the leased property shall be obliged to leave on the leased property the straw, animal bedding, hay and manure of the last year, to the extent required by orderly operation.

If the lessee leaves more than he or she received, he or she has the right to claim compensation for the surplus left; if he or she leaves less than he or she received, he or she shall be obliged to make up the shortfall or to make good the decrease in value.

In the lease of ruminant animals not connected with the lease of an agricultural immovable property, unless there is an agreement or local custom to the contrary, all the fruits of the leased animals during the lease term shall belong to the lessee.

The lessee shall be obliged to feed the leased animals, to take good care of them and to pay the lessor money or a certain share of the produce obtained from the animals.

Unless there is an agreement or local custom to the contrary, the lessee shall be liable for any damage suffered by the leased animals, unless he or she proves that this damage occurred despite the exercise of attention and care in their safekeeping.

The lessee may claim compensation from the lessor for extraordinary safekeeping expenses not caused by his or her own fault.

The lessee shall be obliged to notify the lessor of serious accidents or illnesses without delay.

Unless there is an agreement or local custom to the contrary, either party may terminate a contract concluded for an indefinite term at any time he or she wishes.

However, termination may not be made contrary to the rules of good faith and at an inappropriate time.

A loan for use contract is a contract whereby the lender undertakes to grant the borrower the use of a thing free of charge, and the borrower undertakes to return that thing after having used it.

The borrower may use the object of the loan only in the manner agreed in the contract or, if there is no provision in the contract, according to its nature or the purpose for which it is designated.

The borrower may not allow another person to use the object of the loan.

In cases where the borrower acts contrary to these provisions, he or she shall also be liable for damage arising from fortuitous events. However, he or she shall be released from liability if he or she proves that the damage would have occurred even if he or she had complied with these provisions.

The borrower shall be obliged to bear the ordinary maintenance and safekeeping expenses of the object of the loan.

The borrower may claim reimbursement of the extraordinary expenses which he or she was compelled to incur in the interest of the lender.

Persons who borrow a thing jointly shall be jointly and severally liable for it.

If no specific period has been provided for the use, the contract shall end when the borrower has used the object of the loan in accordance with the contract or when a period sufficient for such use has elapsed.

If the borrower uses the object of the loan contrary to the contract, damages it or gives it to another person for use, or if an urgent need of the lender arises owing to an unforeseen circumstance, the lender may request the return of the thing earlier.

If the object of the loan has been given without determining the period of use and the purpose for which it will be used, the lender may request its return at any time he or she wishes.

A loan for use contract shall end automatically upon the death of the borrower.

A loan for consumption contract is a contract whereby the lender undertakes to transfer a sum of money or a consumable thing to the borrower, and the borrower undertakes to return things of the same kind and quantity.

In a non-commercial loan for consumption contract, interest may not be claimed unless agreed by the parties.

In a commercial loan for consumption contract, interest may be claimed even if not agreed by the parties.

If the interest rate has not been determined in a loan for consumption contract, as a rule, the interest rate applicable to loans of that kind at the time and place of the borrowing shall apply.

Unless there is a provision to the contrary in the contract, the determined interest shall be paid annually.

It may not be agreed that interest shall be added to the principal and that interest shall again accrue on them together.

The claims of the borrower for delivery of the object of the loan and of the lender for acceptance of delivery of that thing shall become time-barred upon the lapse of six months starting from the default of the other party in this respect.

If the borrower becomes insolvent after the conclusion of the loan contract, the lender may refuse to deliver the object of the loan.

The lender shall have the same right if he or she subsequently learns that the borrower had become insolvent before the conclusion of the contract.

If, instead of the money agreed in the contract, securities or commercial goods are given to the borrower, the amount of the debt shall be calculated on the basis of their exchange or market value at the time and place of their delivery; any contract to the contrary is invalid.

If neither a specific day nor a notice period for the repayment of the loan has been agreed, nor that the debt shall become due at the moment its return is requested, the borrower shall not be obliged to return the loan until six weeks have elapsed starting from the first request.

A contract of service is a contract whereby the employee undertakes to perform work in dependence on the employer for a definite or indefinite period, and the employer undertakes to pay him or her wages according to time or to the work performed.

Contracts whereby the employee undertakes to regularly perform a service for the employer on a part-time basis are also contracts of service.

The provisions on the general contract of service shall also apply by analogy to apprenticeship contracts; the provisions of special laws are reserved.

Unless otherwise provided by law, the service contract is not subject to any particular form.

Where a person, for a certain period of time, performs work which, according to the circumstances, can be expected to be done only in return for remuneration, and such work is accepted by the employer, a service contract shall be deemed to have been concluded between them.

A service contract whose invalidity is subsequently discovered shall produce all the provisions and effects of a valid service contract until the service relationship is terminated.

Unless otherwise understood from the contract or the circumstances, the employee is obliged to perform personally the work undertaken.

The employee is obliged to perform the work undertaken with care and to act loyally in safeguarding the legitimate interests of the employer.

The employee is obliged to use the employer's machines, tools and equipment, technical systems, facilities and vehicles properly, and to take care of these as well as of the materials delivered to him or her for the performance of the work.

As long as the service relationship continues, the employee may not, in breach of the duty of loyalty, render services to a third party in return for remuneration and, in particular, may not compete with his or her own employer.

During the continuance of the service relationship, the employee may not use for his or her own benefit or disclose to others information learned in the course of work, in particular production and business secrets. The employee is also obliged to maintain confidentiality after the termination of the service relationship to the extent necessary to protect the legitimate interests of the employer.

The employee is obliged to deliver immediately to the employer the things, and in particular the money, received from third parties on behalf of the employer in the course of performing the work undertaken, and to render account thereof.

The employee is also obliged to deliver immediately to the employer the things obtained as a result of the performance of the service.

Overtime work is work performed beyond the normal working time determined in the relevant laws and with the consent of the employee. However, where it becomes necessary to carry out work requiring more than the normal working time, the employee is in a position to do so and refusal would at the same time be contrary to the rules of good faith, the employee is obliged to perform the overtime work, provided that remuneration is paid for it.

The provisions of special laws are reserved.

The employer may issue general rules concerning the performance of work and the conduct of employees in the workplace and may give them specific instructions. Employees shall comply with these to the extent required by the rules of good faith.

The employee is liable for any damage caused to the employer through his or her fault.

In determining this liability, account shall be taken of whether the work is dangerous, whether it requires expertise and training, and of the abilities and qualities of the employee which the employer knew or ought to have known.

The employer is obliged to pay the employee the wage determined in the contract or in the collective labour agreement; where the contract contains no provision, the employer shall pay the customary wage, which shall not be less than the minimum wage.

The employer is obliged to pay the employee, for overtime work, the normal wage increased by at least fifty percent.

With the consent of the employee, the employer may, instead of paying overtime wages, grant leave at an appropriate time proportionate to the overtime worked.

Where it has been agreed by contract that the employee shall receive, in addition to the wage, a certain share of production, turnover or profit, such share shall be determined at the end of the accounting period by taking into account the statutory provisions or generally accepted commercial principles.

In cases where it has been agreed that the employee shall receive a certain share, if no agreement can be reached on the calculation of the share, the employer is obliged to provide information to the employee or, in his or her place, to an expert jointly agreed upon by them or appointed by the judge, and to make available for inspection the books and documents of the business on which the information is based; where a share of profit has been agreed, the employer is further obliged to provide the employee, upon request, with the year-end profit and loss statement.

Where it has been agreed that the employer shall pay the employee remuneration for acting as an intermediary in certain transactions, the employee's right to claim arises upon the valid conclusion of the brokered transaction with the third party.

In contracts in which obligations are to be performed in instalments and in insurance contracts, it may be agreed in writing that the claim to remuneration relating to each instalment shall arise when the obligation relating to that instalment becomes due or is performed.

If the contract concluded between the employer and the third party through the intermediation of the employee is not performed by the employer without fault on its part, or if the third party fails to perform its obligations, the right to claim remuneration lapses. In the case of only partial performance, the remuneration shall be reduced proportionately.

Where the contract does not impose on the employee the obligation to keep an account of the intermediary remuneration payable to him or her, the employer is obliged to provide the employee with a written account, also covering the transactions subject to such remuneration, for each period in which the remuneration becomes due.

If the need arises to review the account, the employer is obliged to provide information to the employee or, in his or her place, to an expert jointly agreed upon by them or appointed by the judge, and to make available for his or her inspection the books and documents of the business on which the information is based.

The employer may grant special bonuses to its employees on the occasion of particular days such as religious holidays, New Year and birthdays. However, the employees' right to claim a bonus arises where there is an agreement or working condition to that effect, or a unilateral undertaking by the employer.

If the service contract has terminated before the period in which the bonus is granted, the portion of the bonus corresponding to the period worked shall be paid.

Unless there is a custom to the contrary, the wage shall be paid to the employee at the end of each month. However, shorter payment periods may be determined by the service contract or the collective labour agreement.

Unless a shorter payment period has been agreed or there is a custom to the contrary, intermediary remuneration shall be paid at the end of each month. However, where the execution of transactions requires a period longer than six months and intermediary remuneration has been agreed in addition to the basic wage, payment may be deferred to a later date by written agreement.

In cases where a share of production is provided in addition to the basic wage, the share of the product shall be paid as soon as it is determined; in cases where a share of turnover or profit has been agreed, the share must be determined and paid within three months at the latest following the end of the accounting period.

The employer is obliged, where the employee has an urgent need and the employer is in a position to pay as required by equity, to grant an advance proportionate to the service rendered.

The Presidency of the Republic is authorised to require employers, taking into account factors such as the type of tax liability to which they are subject, the size of the business, the number of employees, the province in which the workplace is located and similar factors, to pay the wages, premiums, bonuses and all other entitlements of this nature of their employees that are paid within the month by depositing them into specially opened bank accounts, and to determine whether the wages, premiums, bonuses and all other entitlements of this nature to be deposited into bank accounts shall be based on the gross amount or on the net amount remaining after deduction of statutory withholdings. Employers subject to the obligation to pay the wages, premiums, bonuses and all other entitlements of this nature of their employees through specially opened bank accounts may not pay such wages, premiums, bonuses and other entitlements of their employees otherwise than through specially opened bank accounts. A pay slip shall be given to the employee in each payment period. Other procedures and principles relating to the payment of employees' wages, premiums, bonuses and all other entitlements of this nature by depositing them into specially opened bank accounts shall be governed by a regulation to be issued jointly by the said ministries.

The employer may not set off its receivables from the employee against its wage debt without the consent of the employee. However, receivables arising from damage intentionally caused by the employee and established by a judicial decision may be set off up to the attachable portion of the wage.

Agreements providing that the wage shall be used for the benefit of the employer are invalid.

If the employer, through its fault, prevents the performance of work or falls into default in accepting the performance, it is obliged to pay the employee his or her wage and may not require the employee to perform such work subsequently. However, expenses which the employee has saved as a result of such prevention, and benefits which he or she has earned by performing other work or has intentionally refrained from earning, shall be deducted from the wage.

In a long-term service relationship, if the employee is unable to perform the work, without fault on his or her part, for a short period relative to the duration of service, due to reasons such as illness, military service, or work arising from law, and similar reasons, the employer is obliged to pay the employee an equitable wage for that period, unless it is covered in another way.

More than one quarter of employees' wages may not be attached, assigned to another person or pledged. However, the amount to be determined by the judge for the family members whom the employee is obliged to support is not included in this proportion. The rights of maintenance creditors are reserved.

The assignment or pledging of future wage receivables is invalid.

Where the employee has undertaken under the contract to perform solely piecework or task work for only one employer, the employer is obliged to provide him or her with sufficient work.

Where the employer, without fault on its part, is not in a position to provide the piecework or task work stipulated in the contract, or where the operating conditions temporarily so require, the employer shall pay the employee a wage on a time basis. In this case, if the wage payable on a time basis has not been determined in an agreement or in the service contract or collective labour agreement, the employer is obliged to pay the employee a wage equivalent to the average wage previously received by the employee for piecework or task work.

An employer unable to provide piecework, task work or time-based work is obliged to pay at least the wage it would pay for time-based work in accordance with the provisions on default in accepting performance of work.

Where the employee has undertaken under the contract to work on a piecework or task basis, the employer is obliged to notify the employee, before the commencement of each job, of the unit rate payable to him or her.

An employer that fails to make such notification is obliged to pay the unit rate determined for the same or similar work.

Unless otherwise agreed or there is a local custom to the contrary, the employer is obliged to provide the employee with the tools and materials necessary for the work.

If the employee, by agreement with the employer, allocates his or her own tools or materials to the performance of the work, the employer is obliged to pay the employee appropriate compensation therefor, unless otherwise agreed or there is a local custom to the contrary.

The employer is obliged to pay all expenses required by the performance of the work and, where it employs the employee outside the workplace, also the expenses necessary for his or her subsistence.

A written service contract or collective labour agreement may provide that expenses agreed to be borne by the employee personally shall be paid to the employee as a lump sum on a daily, weekly or monthly basis. However, such payment may not be less than the amount sufficient to cover the necessary expenses.

Agreements providing that the necessary expenses shall be borne in part or in full by the employee personally are invalid.

Where the employee, by agreement with the employer, uses a means of transport provided by the employer or by himself or herself for the performance of the work, the ordinary expenses necessary for the operation and maintenance of the vehicle shall be borne by the employer to the extent that it is used for the service.

Where the employee, by agreement with the employer, uses his or her own motor vehicle in the performance of the work, the employer is further obliged to pay the employee the tax relating to the vehicle, the compulsory liability insurance premium and appropriate compensation for the wear and tear of the vehicle, to the extent that it is used for the service.

Where the employee, by agreement with the employer, uses other means of transport and animals belonging to him or her in the performance of the service, the employer is obliged to bear the ordinary expenses necessary for their use and maintenance to the extent that they are used for the service.

The employee's claim arising from expenses incurred shall be paid each time together with the wage, unless a shorter period has been agreed or there is a local custom to the contrary.

If the employee regularly incurs expenses in order to perform his or her obligations under the contract, an appropriate advance shall be granted to him or her at regular intervals, at least once a month.

The employer is obliged, in the service relationship, to protect and respect the personality of the employee and to ensure order in the workplace in accordance with the principles of good faith, and in particular to take the necessary measures to ensure that employees are not subjected to psychological and sexual harassment and that those who have been subjected to such harassment do not suffer further harm.

The employer is obliged to take all necessary measures to ensure occupational health and safety in the workplace and to keep the tools and equipment complete; employees are likewise obliged to comply with all measures taken with respect to occupational health and safety.

Compensation for damage arising from the death of the employee, injury to his or her bodily integrity or violation of his or her personality rights due to the employer's conduct contrary to the law and the contract, including the above provisions, is subject to the provisions on liability arising from breach of contract.

Where the employee lives in the employer's household, the employer is obliged to provide adequate food and suitable accommodation.

If the employee is unable to perform the work without fault on his or her part due to reasons such as illness or accident, the employer must provide care and medical treatment for two weeks to an employee who has worked for up to one year and who is unable to benefit from social insurance benefits. For each year of service of the employee exceeding one year, this period shall be increased by two days, not exceeding four weeks.

The employer is also obliged to provide the same performances in the event of the employee's pregnancy and childbirth.

The employer may use the personal data of the employee only to the extent that it relates to the employee's suitability for the work or is necessary for the performance of the service contract.

The provisions of special laws are reserved.

A penalty clause included in service contracts solely to the detriment of the employee is invalid.

A release (ibra) agreement concerning the employee's receivables from the employer must be in writing; at least one month must have elapsed from the termination of the contract as of the date of release; the type and amount of the receivable subject to release must be clearly specified; and payment must be made in full in relation to the amount of the entitlement and through a bank. Release agreements or release instruments not containing these elements are absolutely null and void.

Release agreements, or other payment documents containing a release declaration, which do not show that the entitlement has been paid in its actual amount, shall have the effect of a receipt limited to the amount they contain. Even in this case, the payments must have been made through a bank.

The provisions of the second and third paragraphs also apply to all compensation receivables arising from the service contract, including those that may be claimed by persons deprived of support and other relatives of the employee.

The employer is obliged to grant the employee one full working day of rest each week, as a rule on Sunday or, if the situation and circumstances do not permit this, on another day.

In the event of termination of a service contract of indefinite duration, the employer is obliged to grant the employee, during the notice period, two hours per day of leave to seek a job, without any deduction from his or her wage.

In determining the hours and days of leave, the legitimate interests of the workplace and of the employee shall be taken into account.

The employer is obliged to grant employees who have worked for at least one year paid annual leave of at least two weeks per year, and employees younger than eighteen and older than fifty at least three weeks.

If the employee, through his or her own fault, fails to perform the service for a total period exceeding one month within a year of service, the employer may reduce the paid annual leave by one day for each full month not worked.

If the employee, within a year of service, is unable to perform the work for a period of up to three months without fault on his or her part due to reasons inherent in his or her person, such as illness, accident, or the performance of a legal obligation or public duty, the employer may not make any reduction in the paid annual leave.

The employer may not make any reduction in the paid annual leave of a female employee who is unable to perform the work for a period of up to three months due to pregnancy and childbirth.

No provision contrary to the provisions of the second and third paragraphs may be made by service contracts or collective labour agreements in a manner producing effects to the detriment of the employee.

Paid annual leave shall, as a rule, be granted without interruption; however, by agreement of the parties it may also be taken in two parts.

The employer shall determine the dates of paid annual leave, taking into account the wishes of the employee to the extent compatible with the interests of the workplace or the household.

The employer is obliged to pay in advance, or to provide as an advance, to each employee taking paid annual leave the wage relating to the period of paid annual leave, before the employee concerned begins the leave.

As long as the service relationship continues, the employee may not waive the right to paid annual leave in return for money or other benefits to be received from the employer.

In the event of termination of the service contract for any reason, the wage for the annual leave periods to which the employee was entitled but which he or she did not use shall be paid to the employee or to the persons entitled, on the basis of the wage on the date of termination of the contract. The limitation period relating to this wage begins to run on the date of termination of the service contract.

The employer is obliged, at the request of the employee, at any time, to issue a service certificate stating the type and duration of the work.

Where the employee expressly so requests, the service certificate shall also state his or her skills in performing the work as well as his or her conduct and behaviour.

The employee, or a new employer hiring the employee, who suffers damage due to the service certificate not being issued in time or containing inaccurate information, may claim compensation from the former employer.

The provisions of special laws shall apply with respect to the rights of the employee and the employer over service inventions, their acquisition and other industrial and intellectual property rights.

Article 428 Where all or part of a workplace is transferred to another person by a legal transaction, the service contracts existing in the workplace or in that part on the date of transfer shall pass to the transferee together with all rights and obligations.

With respect to the employee's rights dependent on length of service, the date on which he or she started work with the transferring employer shall be taken as the basis.

In the event of a transfer in accordance with the above provisions, the transferring and the transferee employers are jointly and severally liable for debts which arose before the transfer and are due for payment on the date of transfer. However, the liability of the transferring employer arising from these obligations is limited to two years from the date of transfer.

A service contract may be transferred permanently to another employer only with the written consent of the employee.

By the transfer, the transferee becomes the employer party to the service contract together with all rights and obligations. In this case, with respect to the employee's rights dependent on length of service, the date on which he or she started work with the transferring employer shall be taken as the basis.

Unless otherwise agreed, a fixed-term service contract terminates automatically at the end of its term without the need for notice of termination.

If a fixed-term contract is tacitly continued after the end of its term, it becomes a contract of indefinite duration. However, where there is a material reason, successive fixed-term service contracts may be concluded.

Either party may terminate a service contract concluded for a period longer than ten years, after ten years have elapsed, by observing a notice period of six months. The termination takes effect only at the beginning of the month following this period.

Where it has been agreed that the contract shall terminate by notice of termination and neither party has given notice of termination, the contract becomes a contract of indefinite duration.

Each of the parties has the right to terminate a contract of indefinite duration by observing the notice periods.

Before the termination of a contract of service of indefinite duration, the other party must be notified of the situation.

The contract of service shall end, counting from the time the notice reaches the other party, after two weeks for an employee whose service has lasted up to one year; after four weeks for an employee whose service has lasted from one to five years; and after six weeks for an employee whose service has lasted more than five years.

These periods may not be shortened; however, they may be increased by contract.

The employer may terminate the contract of service by paying in advance the wages corresponding to the notice period.

The notice periods must be the same for both parties; if different periods have been provided for in the contract, the longest notice period shall apply to both parties.

In cases where the contract of service is suspended, the notice periods shall not run.

The parties may stipulate a probationary period in the contract of service, provided that it does not exceed two months. Where a probationary period has been stipulated, the parties may, within that period, terminate the contract of service without compensation and without being obliged to observe the notice period.

The employee's wages and other rights for the days worked are reserved.

Where the contract of service is terminated through abuse of the right of termination, the employer shall be obliged to pay the employee compensation in an amount equal to three times the wages corresponding to the notice period.

Each of the parties may terminate the contract with immediate effect for just cause. The party terminating the contract must give notice of the reason for termination in writing.

Any facts and circumstances under which the party terminating the contract cannot, in good faith, be expected to continue the service relationship shall be deemed just cause.

If the employer becomes insolvent, the employee may terminate the contract with immediate effect unless the employer provides security for the employee's rights arising from the contract within a reasonable period.

If the just cause for termination arises from one party's failure to comply with the contract, that party shall be obliged to compensate in full the damage it has caused, taking into account all rights based on the service relationship.

In other cases, the judge shall freely assess the financial consequences of termination for just cause, taking into account all facts and circumstances.

If the employer terminates the contract of service with immediate effect without just cause, the employee may claim as compensation the amount he would have earned had the notice period been observed, in contracts of indefinite duration, or had the contract term been observed, in contracts of fixed duration.

In a contract of service of fixed duration, the amount the employee has saved as a result of the termination of the contract of service and the income he has earned from other work or has intentionally refrained from earning shall be deducted from the compensation.

The judge may, taking into account all facts and circumstances, additionally order the payment to the employee of compensation the amount of which the judge shall freely determine; however, the amount of compensation so determined may not exceed six months' wages of the employee.

If the employee, without just cause, fails to take up work or suddenly abandons work, the employer shall have the right to claim compensation equal to one quarter of the monthly wage. The employer also has the right to claim compensation for additional damage.

If the employer has not suffered any damage or the damage suffered is less than one quarter of the employee's monthly wage, the judge may reduce the compensation.

If the right to claim compensation has not been extinguished by set-off, the employer must exercise this right by way of action or enforcement proceedings within thirty days from the employee's failure to take up work or abandonment of work. Otherwise, the right to claim compensation shall lapse.

The contract shall end automatically upon the death of the employee. The employer shall be obliged to make a payment to the surviving spouse and minor children of the employee or, in their absence, to the persons whom the employee was obliged to support, counting from the day of death, in an amount equal to one month's wages, or two months' wages if the service relationship has lasted more than five years.

Upon the death of the employer, his heirs shall take his place. In this case, the provisions on the transfer of the service relationship effected through the transfer of all or part of the workplace shall apply by analogy.

If the contract of service was concluded primarily in consideration of the person of the employer, it shall end automatically upon his death. However, the employee may claim equitable compensation from the heirs for the damage he has suffered as a result of the premature termination of the contract.

Upon the termination of the contract, all debts arising from the contract shall become due.

The time at which they become due may be deferred by written agreement for up to six months in legal relationships established through the employee's intermediation where the debt assumed by the third party is to be performed wholly or partly after the termination of the contract of service; for up to one year in relationships involving periodic performances; and for up to two years in insurance contracts or in matters whose performance extends over a period longer than six months.

Where a share of the output is provided for, the share shall become due as soon as it is determined; where a share of turnover or profit has been agreed, the share shall become due at the latest at the end of three months following the accounting period.

Upon the termination of the contract, each party shall be obliged to return to the other whatever it has received in connection with the service from the other party or from a third party on behalf of the other party.

The employee shall in particular be obliged to return motor vehicles and traffic permit documents, and advances on wages and expenses to the extent that they exceed his claims.

The parties' rights of retention are reserved.

An employee who has capacity to act may undertake in writing towards the employer to refrain, after the termination of the contract, from competing with the employer in any manner, in particular from establishing a competing business on his own account, from working in another competing business or, otherwise, from entering into any other kind of interest relationship with a competing business.

A non-competition clause shall be valid only if the service relationship gives the employee the opportunity to obtain knowledge of the clientele or of manufacturing secrets or of the employer's business affairs, and if, at the same time, the use of such knowledge is of a nature to cause the employer significant damage.

A non-competition covenant may not contain restrictions that are inappropriate in terms of place, time and type of business in a manner that would inequitably endanger the economic future of the employee, and its duration may not exceed two years except under special facts and circumstances.

The judge may limit an excessive non-competition covenant in terms of its scope or duration, freely assessing all facts and circumstances and taking equitably into account any counter-performance the employer may have undertaken.

An employee who acts in breach of the non-competition covenant shall be obliged to compensate all damage suffered by the employer as a result.

If the breach of the covenant is subject to a penalty clause and the contract contains no provision to the contrary, the employee may release himself from his obligation under the non-competition covenant by paying the stipulated amount; however, the employee shall be obliged to compensate damage exceeding that amount.

In addition to the payment of the penalty and any additional damage that may arise, the employer may also demand that the conduct in breach of the covenant be stopped, provided that he has expressly reserved this right in writing in the contract and that the importance of his infringed or threatened interests and the conduct of the employee justify it.

The non-competition covenant shall end if it is established that the employer has no genuine interest in its continuation.

If the contract is terminated by the employer without just cause, or by the employee for a reason attributable to the employer, the non-competition covenant shall end.

A commercial traveller's contract is a contract whereby the commercial traveller undertakes, on a continuous basis, on behalf of an employer who owns a commercial enterprise and outside its premises, to act as intermediary for the conclusion of transactions of all kinds or, if there is a written agreement, to conclude the transactions specified in that agreement, and the employer owning the enterprise undertakes in return to pay wages.

The commercial traveller's contract shall contain the duration of the contract, its termination, the powers of the commercial traveller, how wages and expenses are to be paid and, where the domicile of one of the parties is in a foreign country, the applicable law and the competent court.

If the matters required to be included in the contract under the preceding paragraph have not been determined by the parties, the provisions of law and the customary terms of service shall apply.

Unless there is a just cause compelling him not to comply with the instructions, the commercial traveller shall be obliged to visit customers in accordance with the instructions given to him; without the employer's permission, he may not conclude transactions or act as intermediary on his own account or on behalf of third parties.

If the commercial traveller is authorised to conclude transactions, he must comply with the prices and other terms of transaction provided for in the instructions; he may not modify them without the employer's consent.

The commercial traveller shall be obliged to provide detailed information regularly on his marketing activities, to forward the orders he receives to the employer without delay and to report significant events concerning the clientele.

Agreements whereby the commercial traveller is to be liable for customers' non-payment or non-performance of their other obligations, or is to bear all or part of the costs of collecting the receivable, shall be absolutely null and void.

If the commercial traveller conducts transactions with his own clientele, he may undertake in writing, provided that an appropriate additional commission is agreed, to bear the loss the employer would suffer in each transaction in the event of non-performance by customers of their debts, up to a maximum of one quarter of such loss.

Commercial travellers acting as intermediaries in insurance contracts may undertake in writing to bear at most half of the costs incurred where, owing to the non-payment of all or part of a premium, an action or enforcement proceedings are brought for its collection.

Unless otherwise agreed in writing, the commercial traveller shall be authorised only to act as intermediary for transactions.

If the commercial traveller has been authorised to conclude transactions, his authority shall cover all ordinary legal transactions and acts required for the execution of such business; unless given special authority, he may not collect payments from customers or change payment dates.

If the commercial traveller has been authorised to operate in a specific marketing area or among a specific clientele and no written agreement to the contrary has been made, the employer may not authorise others to operate in the same area or clientele; however, he may himself conclude transactions with third parties.

If there is a reason requiring a change to the provision of the contract concerning the marketing area or clientele, the employer may change that provision unilaterally without observing the notice period, even if a notice period has been provided for in the contract; however, in that case the commercial traveller's right to compensation and to terminate the contract of service for just cause is reserved.

The employer shall be obliged to pay the commercial traveller wages consisting solely of a fixed amount or of such amount together with a commission.

A written agreement that the whole or a substantial part of the wages is to consist of commission shall be valid provided that the agreed commission constitutes appropriate remuneration for the commercial traveller's activity.

The wages to be paid for the probationary period may be freely agreed. However, the probationary period may not exceed two months.

If the authority to operate in a specific marketing area or among a specific clientele has been granted exclusively to the commercial traveller, he may claim payment of the agreed or customary commission on all business concluded in that area or clientele by himself or by the employer.

If the authority to operate in a specific marketing area or among a specific clientele has been granted to others as well as to the commercial traveller, the commercial traveller shall be paid commission only for business for which he acted as intermediary or which he concluded personally.

If, at the time the commission becomes due, the value of the business concluded cannot yet be finally determined, the commission shall first be paid on the basis of the customary minimum value, and the remainder shall be paid at the latest upon performance of the business.

If it becomes impossible for the commercial traveller to carry out his marketing activities through no fault of his own and he is nonetheless entitled to wages under the contract or by law, the wages shall be determined on the basis of the fixed wages and appropriate compensation that may be paid for the loss of commission. However, if the commission is less than one fifth of the wages, it may be agreed in writing that no compensation shall be paid for the loss of commission.

If the commercial traveller has received his full wages despite being unable, through no fault of his own, to carry out his marketing activities, he shall be obliged, at the employer's request, to perform in the employer's enterprise such work as he is able to do and as may reasonably be expected of him.

If the commercial traveller operates simultaneously on behalf of more than one employer, each employer shall, unless otherwise agreed in writing, be obliged to contribute equally to the commercial traveller's expenses.

Agreements that the expenses are to be included wholly or partly in the fixed wages or in the commission shall be absolutely null and void.

To secure due claims arising from the commercial traveller relationship and, where the employer becomes insolvent, claims not yet due, the commercial traveller shall have a right of retention over movables, negotiable instruments and money he has received from customers on the basis of his authority to collect.

The commercial traveller may not retain vehicles and transport documents, price lists, records relating to customers or other documents.

If the commission constitutes at least one fifth of the fixed wages and is subject to significant seasonal fluctuations, the employer may terminate the contract of a commercial traveller who has continued to work for him since the end of the previous season by observing a notice period of two months during the new season.

Under the same conditions, the commercial traveller may also terminate the contract, by observing a notice period of two months, towards an employer who employed him until the end of the previous season and continues to employ him thereafter, during the period until the beginning of the next season.

Upon the termination of the contract, commission shall be paid on all transactions concluded personally by the commercial traveller or concluded through his intermediation, and on all orders transmitted to the employer until the termination of the contract, irrespective of the time of their acceptance and performance.

Upon the termination of the contract, the commercial traveller shall be obliged to return to the employer the samples and models, price lists, records relating to customers and other documents given to him for the conduct of his commercial traveller activity. However, the commercial traveller's right of retention is reserved.

A homeworker's contract is a contract whereby the employee undertakes to perform, for wages, work assigned by the employer, in his own home or in another place of his choosing, either personally or together with members of his family.

Each time new work is assigned, the employer shall notify the employee of the particular features of that work falling outside the general working conditions; where necessary, he shall also notify the employee in writing of the materials to be supplied by the employee, the amount the employer will pay him for supplying such materials, and the wages the employer will pay for the work.

If the price to be paid for the materials and the wages to be paid for the work have not been notified in writing before the work is assigned, the customary price and wages applied for such work shall be paid.

The employee shall be obliged to start the work on time, to complete it within the agreed time and to deliver the result of the work to the employer.

If the work has been performed defectively through the employee's fault, the employee must remedy, at his own expense, those defects that can be remedied.

If materials and work equipment have been supplied by the employer, the employee shall be obliged to use them with due care, to account for them and to return the remaining materials and work equipment to the employer.

If, while performing the work, the employee finds that the materials or work equipment delivered to him are defective, he shall notify the employer immediately and await his instructions before continuing the work.

If the employee renders the materials or work equipment delivered to him unusable through his own fault, he shall be liable to the employer up to their market value on the day they became unusable.

The employer shall examine the product manufactured and delivered by the employee and shall notify the employee of any defects found within one week from delivery. If notice is not given in time, the product shall be deemed accepted in its existing condition.

The wages for the work performed shall be paid every fifteen days or, with the employee's consent, monthly, if the employee is employed by the employer without interruption; and upon each delivery of the product, if he is employed intermittently.

On each payment of wages, the employee shall be given a statement of account. The statement of account shall also show the amount of and reason for any deductions.

An employer who employs the employee without interruption shall be obliged to pay him his wages in accordance with the provisions on the payment of wages where performance of service is prevented, if the employer is in default in accepting the product or if work is prevented for reasons relating to the person of the employee and through no fault of his own. In other cases, the employer shall not be obliged to pay wages under those provisions.

If work has been assigned to the employee on a trial basis, the contract shall, unless otherwise agreed, be deemed concluded for a probationary period.

If the employee is employed by the employer without interruption, the contract shall, unless otherwise agreed, be deemed concluded for an indefinite period; in other cases, the contract shall be deemed concluded for a fixed period.

In cases for which there is no provision concerning the commercial traveller's contract and the homeworker's contract, the general provisions on the contract of service shall apply.

A contract for work is a contract whereby the contractor undertakes to produce a work and the owner of the work undertakes in return to pay a price.

The contractor must perform the obligations he has undertaken faithfully and with care, having regard to the legitimate interests of the owner of the work.

In determining the contractor's liability arising from the duty of care, the conduct in conformity with professional and technical rules that a prudent contractor undertaking work in a similar field would be expected to observe shall be taken as the basis.

The contractor shall be obliged to produce the work personally or to have it produced under his own management. However, if the personal qualities of the contractor are not of importance in the production of the work, he may also have the work performed by another person.

Unless there is a custom or agreement to the contrary, the contractor must himself provide the tools and equipment to be used in producing the work.

If the materials have been supplied by the contractor, the contractor shall be liable to the owner of the work, as a seller would be, for defects in such materials.

If the materials have been supplied by the owner of the work, the contractor shall be obliged to use them with due care, to account for them and to return any surplus.

If, while the work is being produced, the materials supplied by the owner of the work or the site designated by him for the production of the work prove to be defective, or any other circumstance arises that endangers the proper or timely production of the work, the contractor must notify the owner of the work of this immediately; if he fails to do so, he shall be liable for the consequences arising therefrom.

If the contractor fails to begin the work in good time, or delays the work in breach of the terms of the contract, or if, owing to a delay arising from a cause not attributable to the employer, it becomes clearly apparent that by all estimates the contractor will be unable to complete the work by the agreed time, the employer may withdraw from the contract without being obliged to wait for the date set for delivery.

If, during the making of the work, it is clearly evident that the work will be made defective or contrary to the contract through the fault of the contractor, the employer may, within an appropriate time limit which he grants or causes to be granted in order to prevent this, give the contractor notice to remedy the defect or non-conformity, failing which the repair or the continuation of the work will be entrusted to a third party at the contractor's own risk and expense.

After delivery of the work, the employer shall examine the work as soon as he is able to do so in the ordinary course of business and, if there are defects, shall notify the contractor thereof within an appropriate time.

Each of the parties may, bearing the cost thereof, request that the work be examined by an expert and that the result be established in a report.

In cases where the contractor is liable for a defect in the work, the employer may exercise one of the following optional rights:

1. Withdrawal from the contract, if the work is defective to such an extent that it is unusable to the employer or that he cannot equitably be compelled to accept it, or if it deviates from the terms of the contract to the same extent.

2. Retaining the work and requesting a reduction of the price in proportion to the defect.

3. Requesting that the work be repaired free of charge, with all costs borne by the contractor, provided that this does not entail excessive expense.

The employer's right to claim compensation under the general provisions is reserved.

If the work has been constructed on the employer's immovable property and its removal would cause excessive damage, the employer may not exercise the right to withdraw from the contract.

If the defectiveness of the work results from instructions given by the employer despite the express warning of the contractor, or is otherwise attributable to the employer for any reason, the employer may not exercise his rights arising from the defectiveness of the work.

Upon express or implied acceptance of the work, the contractor shall be released from all liability; however, his liability shall continue for defects which he intentionally concealed and which could not be detected upon a proper examination.

If the employer neglects to examine the work and to give notice, he shall be deemed to have accepted the work.

If a defect in the work becomes apparent later, the employer shall notify the contractor of the situation without delay; if he fails to do so, he shall be deemed to have accepted the work.

If the contractor has made a defective work, actions brought on that ground shall become time-barred, counting from the date of delivery, upon the expiry of two years for works other than immovable structures, five years for immovable structures and, where the contractor is guilty of gross fault, twenty years irrespective of the nature of the defective work.

The employer's obligation to pay the price shall fall due at the time of delivery of the work.

If it has been agreed that the work is to be delivered in parts and the price has been determined according to the parts, the price of each part shall fall due at the time of its delivery.

If the price has been fixed as a lump sum, the contractor shall be obliged to make the work for that price. The contractor may not request an increase in the fixed price even if the work has required more labour and expense than foreseen.

However, if circumstances that could not be foreseen at the outset, or that were foreseeable but were not taken into account by the parties, prevent or make extremely difficult the making of the work for the lump-sum price determined by the parties, the contractor shall have the right to request the judge to adapt the contract to the new circumstances and, where this is not possible or cannot be expected of the other party, to withdraw from the contract. In cases required by the rules of good faith, the contractor may only exercise the right of termination.

The employer shall be obliged to pay the full fixed price even if the work has required less labour and expense than foreseen.

If the price of the work has not been determined in advance or has been determined only approximately, the price shall be determined by reference to the value of the work at the place and time at which it was made and to the expenses of the contractor.

If it becomes apparent that the price determined approximately at the outset will be excessively exceeded without the fault of the employer, the employer may withdraw from the contract either before or after the completion of the work.

If the work is being constructed on the employer's land, the employer may request a reduction of the price by an appropriate amount or, if the work has not yet been completed, may terminate the contract by preventing the contractor from continuing the work and paying an equitable price for the completed part.

If the work is destroyed by an unforeseen event before delivery, the contractor may not request payment of the remuneration for the work he has done or of his expenses, unless the employer is in default of taking delivery of the work. In this case, the loss of the materials shall be borne by the party who supplied them.

Where the work is destroyed due to a defect in the materials supplied or in the land designated by the employer, or due to its having been made in accordance with the employer's instructions, the contractor may, if he gave timely notice of the possible adverse consequences, request payment of the value of the work done and of the expenses not included in that value. If the employer is at fault, the contractor shall also have the right to claim compensation for his loss.

The employer may terminate the contract before the completion of the work, provided that he pays for the part already made and compensates the contractor for all his losses.

If the completion of the work becomes impossible due to an unforeseen event relating to the employer, the contractor may claim the value of the work done and the expenses not included in that value.

If the employer is at fault for the occurrence of the impossibility of performance, the contractor shall also have the right to claim compensation.

A contract concluded in consideration of the personal qualities of the contractor shall terminate automatically upon his death or upon his losing, without fault on his part, the capacity to complete the work. In this case, if the employer can make use of the completed part of the work, he shall be obliged to accept it and pay for it.

A publishing contract is a contract whereby the author of an intellectual and artistic work, or his successor, undertakes to entrust that work to a publisher for publication, and the publisher undertakes to reproduce and publish it.

The validity of a publishing contract is subject to its being made in writing.

By the publishing contract, the rights of the author shall pass to the publisher to the extent and for the duration required for the performance of the contract.

The grantor shall be liable to the publisher for not having, at the time the contract was concluded, the right to have the work published and, where the work is protected, also for not having the copyright.

If the whole or part of the work has been entrusted to another publisher for publication, or has been published with the knowledge of the grantor, the grantor shall notify the other party thereof before the publishing contract is concluded.

Unless the term agreed in the contract has expired or, where no term has been determined, the customary period for the agreed print run to be sold out has elapsed, the grantor may not dispose of the whole or any part of the work in a manner detrimental to the publisher.

Short pieces appearing in periodicals may at any time be published elsewhere as well by the grantor.

The grantor may not republish his own parts of a collective work, or long pieces appearing in journals, until three months have elapsed from the completion of the publication.

If the number of editions is not specified in the contract, the publisher shall have the right to produce only one edition.

The parties shall agree on the term of the contract or on the print run.

In cases where the contract authorises the publisher to produce several specified editions or all new editions, if the publisher neglects to produce a new edition when the print run of the work has been sold out, the grantor shall give the publisher an appropriate time limit for the new edition. If the publisher does not produce the edition within the time limit given, the grantor may withdraw from the contract.

The publisher shall be obliged to reproduce the work in an appropriate form without any abridgement, addition or alteration; furthermore, he shall carry out the promotion and distribution necessary to increase sales and take all measures to that end.

The selling price shall be determined by the publisher, provided that it does not hinder the sale of the work.

Provided that this does not prejudice the interests of the publisher or increase his liability, the author may make corrections and improvements to the work, and his successors may only make updates. Expenses not provided for in the contract but necessitated by such corrections and improvements shall be borne by the grantor.

The publisher may not produce a new edition or reproduce the work without giving the author the opportunity to improve his work, or his successors the opportunity to update it.

The right to publish several works of an author separately shall not entitle the publisher to print them together.

Likewise, the right to publish all the works of an author, or only one category thereof, together shall not entitle the publisher to print and distribute each of them separately.

The passing of the translation right to the publisher is subject to its being expressly stated in the contract.

Unless otherwise agreed in the contract, the grantor may request payment of a fee.

In cases where a fee is payable, if the amount to be paid is not fixed, the fee shall be determined by the judge.

If the publisher has the right to produce more than one edition, the fee and other terms agreed for the first edition shall be deemed to have been accepted as applicable to subsequent editions as well.

The fee shall be paid, if the work is to be published as a whole, in full, and, if it is to be published in parts such as volumes, fascicles or printed sheets, after each part has been printed and made ready for sale.

If the parties have made the fee dependent on the volume of sales, the publisher shall be obliged to keep and draw up sales accounts and to prepare supporting documents in accordance with custom.

Unless otherwise agreed, the grantor shall have the right to receive free of charge such number of copies of the work as is to be given in accordance with custom.

Even if the work is destroyed by an unforeseen event after its delivery to the publisher, the publisher shall be obliged to pay the fee.

If the author has another copy of the work, he shall give that copy to the publisher; if he has no other copy but the work can be recreated with little effort, the author shall be obliged to recreate and deliver the work. In both cases, the author may request appropriate consideration.

If the whole or part of the completed print run of the work is destroyed by an unforeseen event before being offered for sale, the publisher may reprint the destroyed quantity at his own expense without paying any additional fee to the grantor.

If the publisher can replace the destroyed copies with new ones without incurring excessive expense, he shall be obliged to do so.

If the author dies or loses the capacity to complete the work before completing it, or if completing the work becomes impossible without his fault, the contract shall terminate automatically. However, if performance of the contract in whole or in part is found to be possible and equitable, the judge may decide that the contractual relationship shall continue and that the changes required for this purpose shall be made.

If the publisher becomes bankrupt, the grantor may give the work to another publisher; however, if security has been provided for the performance of the obligation not yet due at the time of bankruptcy, the grantor may not give the work to another publisher.

If one or more persons undertake to create a work according to a plan determined by the publisher, they shall be entitled only to the remuneration agreed in the contract.

In this case, the economic rights forming the subject matter of the contract shall belong to the publisher.

A contract of mandate is a contract whereby the agent undertakes to conduct a business or carry out a transaction of the principal.

The provisions on mandate shall also apply, to the extent compatible with their nature, to contracts for the provision of services not regulated in this Code.

The agent shall be entitled to remuneration if so provided by contract or custom.

Where the person to whom the conduct of a business is proposed holds an official capacity to conduct such business, or the performance of the business is part of his profession, or he has publicly announced that he accepts such business, a contract of mandate shall be deemed to have been concluded unless he rejects the proposal immediately.

If the scope of the mandate is not expressly specified in the contract, it shall be determined according to the nature of the business to be conducted.

The mandate shall, in particular, also include the authority to carry out the legal transactions necessary for conducting the business undertaken by the agent.

Unless specially authorised, the agent may not bring an action, settle, resort to arbitration, request bankruptcy, postponement of bankruptcy or composition with creditors (konkordato), assume obligations under bills of exchange, make donations, stand as surety, transfer immovable property or encumber it with a right.

The agent shall be obliged to comply with the express instructions of the principal. However, where it is not possible to obtain the principal's permission and it is evident that the principal would have given permission had he known of the situation, the agent may depart from the instructions.

In other cases, if the agent departs from the instructions, he shall not be deemed to have performed the obligation under the mandate, even if he has conducted the business, unless he compensates the loss arising therefrom.

The agent shall be obliged to perform the obligation under the mandate personally. However, where the agent has been so authorised, or where circumstances make it necessary or custom permits it, the agent may have the business carried out by another person.

The agent shall be obliged to carry out the business and services he has undertaken faithfully and diligently, having regard to the legitimate interests of the principal.

In determining the agent's liability arising from his duty of care, the conduct expected of a prudent agent undertaking business and services in a similar field shall be taken as the standard.

Where the agent has the business conducted by another person in excess of his authority, he shall be liable for that person's acts as if he had performed them himself.

If the agent is authorised to grant a mandate to another person, he shall only be obliged to exercise due care in selecting and instructing that person.

In both cases, the principal may assert the rights which the agent has against the person substituted by him directly against that person.

The agent shall be obliged, at the request of the principal, to render an account of the business he has conducted and to hand over to the principal whatever he has received in connection with the mandate.

The agent shall also be obliged to pay interest on money which he has delayed in handing over to the principal.

Claims against third parties arising from business conducted by the agent in his own name and for the account of the principal shall pass automatically to the principal at the moment the principal has performed all his obligations towards the agent.

In the event of the agent's bankruptcy, the principal may also assert against the bankruptcy estate that this claim has passed to him.

The principal may request that movable property acquired by the agent in his own name and for the account of the principal be separated from the bankruptcy estate and delivered to him. The bankruptcy estate shall also benefit from the right of retention held by the agent.

The principal shall be obliged to reimburse, together with interest, the expenses incurred and advances made by the agent for the proper performance of the mandate, and to release him from the obligations he has assumed.

The agent may request the principal to compensate the loss he has suffered by reason of the performance of the mandate. However, the principal may be released from this liability by proving that he is not at fault.

Persons who jointly grant a mandate to a person shall be jointly and severally liable towards the agent.

Persons who jointly undertake a mandate shall be jointly and severally liable for its performance and, unless they have the right to delegate their authority to others, may bind the principal only through acts and transactions carried out jointly.

The principal and the agent may unilaterally terminate the contract at any time. However, the party terminating the contract at an inappropriate time shall be obliged to compensate the other party for the loss arising therefrom.

Unless otherwise understood from the contract or from the nature of the business, the contract shall terminate automatically upon the death, loss of capacity or bankruptcy of the agent or the principal. This provision shall also apply, where one of the parties is a legal person, upon the termination of that legal personality.

If the termination of the mandate endangers the interests of the principal, the agent or his heir or representative shall be obliged to continue performing the mandate until the principal or his heir or representative is in a position to conduct the business himself.

The principal or his heirs shall be liable for business conducted by the agent before he learned of the termination of the contract as if the contract were still in force.

A letter of credit is a document containing the mandate of the sender to the addressee to give, with or without a specified upper limit, to a specified person who is to benefit from the letter of credit, money and similar things in the amount that person requests. A letter of credit shall be subject to the provisions on the contract of mandate and on assignment of payment (havale).

In a letter of credit issued without a specified upper limit, if the person benefiting from the letter makes a request for an excessive amount that is clearly inconsistent with the relationship between the persons concerned by the letter, the addressee shall notify the sender of the situation and defer payment until a reply is received.

The mandate given by a letter of credit shall become valid only if accepted by the addressee for a specified amount.

If a person has received and accepted an instruction to open or renew credit for a third party in his own name and for his own account under the liability of the person giving the credit mandate, the person giving the mandate shall be liable for the credit debt as a surety, provided that the person to whom the credit mandate was given does not exceed his mandate. However, the person giving the mandate shall not be liable unless the credit mandate is in writing.

The person giving the credit mandate may not be released from liability towards the person to whom the credit mandate was given by pleading the incapacity of the beneficiary of the credit mandate.

If the person to whom the credit mandate was given grants an extension of time to the beneficiary of the credit mandate on his own initiative, or neglects to proceed against the beneficiary of the credit mandate despite having been instructed to do so, the person giving the credit mandate shall be released from liability.

The provisions governing the relationship between the surety and the principal debtor shall apply to the relationship between the person giving the credit mandate and the beneficiary of the credit mandate.

A brokerage contract is a contract whereby the broker undertakes to prepare the opportunity for the conclusion of a contract between parties or to act as intermediary in its conclusion, and becomes entitled to remuneration if that contract is concluded.

As a rule, the provisions on mandate shall apply to the brokerage contract.

A brokerage contract relating to immovable property shall not be valid unless made in writing.

The broker shall become entitled to remuneration only if the contract is concluded as a result of his activity.

If the contract concluded as a result of the broker's activity is subject to a condition precedent, the remuneration shall be paid upon fulfilment of the condition.

If it has been agreed in the brokerage contract that the expenses incurred by the broker are to be reimbursed to him, the expenses shall be reimbursed even if the broker's activity has not resulted in the conclusion of the contract.

If the remuneration has not been determined, it shall be paid according to the tariff or, in the absence of a tariff, according to custom.

If the broker, in breach of the obligation he has undertaken, acts in the interest of the other party, or, contrary to the rules of good faith, obtains a promise of remuneration from the other party, he shall lose his rights to remuneration and to reimbursement of the expenses he has incurred.

No action may be brought and no enforcement proceedings may be initiated in respect of a fee arising from marriage brokerage.

Where an excessive fee has been agreed in the contract, the judge may, upon the request of the obligor, reduce that fee in accordance with equity.

A person who conducts business on behalf of another without a mandate shall be obliged to conduct that business in accordance with the interests and the presumed will of its principal.

The agent without authority shall be liable for any negligence. However, if the agent has conducted the business in order to avert damage, or a danger of damage, facing the principal, his or her liability shall be assessed more leniently.

If the agent has conducted the business despite the principal having expressly or tacitly prohibited it, and the principal's prohibition is not contrary to law or morality, the agent shall also be liable for accidental events. However, the agent shall be released from liability if he or she proves that the damage would have occurred as a result of the accidental event even if he or she had not conducted the business.

Where the agent lacks the capacity to contract, he or she shall be liable for the transaction performed only to the extent of his or her enrichment or for the amount of enrichment of which he or she disposed in bad faith.

More extensive liability arising from torts is reserved.

Where the business was conducted in the principal's interest, the principal shall be obliged to reimburse the agent, with interest, for all expenses that were necessary and useful in the circumstances, to perform the obligations undertaken by the agent in the course of the business conducted, and to compensate the damage as assessed at the discretion of the judge. This provision shall also apply to an agent who exercised the requisite care in conducting the business, even if the expected result was not achieved.

Where the agent is unable to recover the expenses incurred, he or she shall be entitled to separate and remove the improvements in accordance with the provisions on unjust enrichment.

The principal shall be entitled to appropriate the benefits arising from the conduct of the business even if it was not conducted in his or her interest; however, to the extent of his or her enrichment, the principal shall be obliged to reimburse the agent's expenses and to release the agent from the obligations he or she has assumed.

Where the principal approves the business conducted, the provisions on mandate shall apply.

A purchase or sale commission contract is a contract whereby the commission agent undertakes, in return for a fee, to purchase or sell negotiable instruments and movables in his or her own name and for the account of the principal.

Subject to the provisions of this Chapter, the provisions on mandate shall apply to commission contracts.

The commission agent shall be obliged to inform the principal about the business conducted and, in particular, to notify the principal immediately of the execution of his or her instructions.

Unless instructed by the principal, the commission agent shall not be obliged to insure the goods forming the subject matter of the contract.

If goods sent to the commission agent for sale are manifestly defective, the commission agent shall be obliged to take the necessary steps to protect the principal's rights against the carrier, to have the damage ascertained, to preserve the goods as far as possible and to inform the principal of the situation immediately; otherwise, he or she shall be liable for damage arising from any negligence.

If the goods sent for sale are of a perishable nature, the commission agent shall be obliged to sell the goods, provided that he or she informs the principal immediately.

A commission agent who sells goods below the price set by the principal shall be obliged to make good the difference between the set price and the sale price, unless he or she proves that the principal would have suffered greater damage had the goods not been sold and that the circumstances did not allow for new instructions to be obtained. In addition, the commission agent shall, if at fault, also be liable for other damage suffered by the principal as a result of the agent's failure to comply with the instructions.

A commission agent who buys goods below, or sells them above, the price set by the principal may not retain the difference arising from these transactions.

If the commission agent sells goods on credit or pays the price without taking delivery of the goods, without the permission of the principal, he or she shall bear the resulting damage. However, unless prohibited by the principal, the agent may also sell goods on credit in accordance with the commercial custom at the place of sale.

Except where he or she sells goods on credit without authority, the commission agent shall not be liable for the non-payment by, or the non-performance of other obligations of, the obligors with whom he or she has transacted. However, the commission agent shall be liable if he or she has expressly given a guarantee or if the commercial custom of the place where he or she is located so requires.

A commission agent who gives a guarantee shall be entitled to claim an additional fee therefor.

The commission agent may claim all expenses incurred and moneys paid for the benefit of the principal, together with interest.

The commission agent may charge storage and transport costs to the principal's account, but may not charge the wages of his or her own employees.

The commission agent may claim payment of his or her fee upon completing the business entrusted to him or her, and also where the business has not been completed for a reason attributable to the principal.

Where the business could not be completed for other reasons, the commission agent may claim only remuneration for his or her work, to be determined in accordance with local custom.

The commission agent shall forfeit the right to a fee if he or she acts contrary to the rules of good faith towards the principal, in particular if he or she reports to the principal a higher price than that at which he or she purchased, or a lower price than that at which he or she sold.

Where the price is reported differently from the price actually obtained, the principal shall be entitled to treat the commission agent as the buyer or seller of the goods at the price actually obtained.

The commission agent shall have a right of retention over the price of the goods he or she has sold and over the goods he or she has purchased.

Where the goods delivered to the commission agent cannot be sold or the sale order is withdrawn, and the principal unduly delays taking back the goods or making other arrangements concerning them, the commission agent may, after obtaining a decision from the court of the place where the goods are located, have the goods sold by public auction. However, if the goods are quoted on an exchange or have a market price, or if their value is low in relation to the costs to be incurred, the judge may also order that the sale be carried out in another manner.

If neither the principal nor his or her representative is present at the place where the goods are located, the decision on the sale may be made without hearing the principal.

Except where the goods are rapidly losing value, the court must notify the principal of the place and time of the auction.

A commission agent authorised to sell or purchase bills of exchange or other negotiable instruments, or commercial goods, quoted on an exchange or having a market price may, unless otherwise instructed by the principal, sell his or her own goods in place of the goods to be purchased, or purchase for himself or herself the goods to be sold. In these cases, the values at the time when the commission agent transacts with himself or herself shall be taken as the basis; the commission agent shall be entitled, even in these cases, to claim the fee and expenses customary in commission business.

The commission agent must notify the principal of such a transaction on the same day.

In other cases, the provisions on sale shall apply.

Where, in cases in which the commission agent may himself or herself act directly as buyer or seller, he or she notifies the principal that the mandate has been executed without naming the other party to the contract, he or she shall be deemed to have transacted with himself or herself.

The commission agent's right to transact with himself or herself shall lapse as soon as the news that the principal has revoked the mandate reaches the commission agent. However, this provision shall not apply if the commission agent dispatched the notification that the transaction had been effected before such news reached him or her.

Commission business concerning movables to be manufactured from materials supplied by the principal shall be subject to the provisions on purchase and sale commission, even if the goods are not fungible.

The provisions of this Chapter shall also apply to a purchase and sale commission agent who undertakes, in return for a fee, in his or her own name and for the account of the principal, business that does not qualify as purchase and sale commission, and to a merchant who undertakes commission business occasionally without making it his or her profession.

The special provisions on forwarding commission are reserved.

A commercial representative is a person whom the owner of a business has expressly or tacitly authorised to manage the commercial enterprise and to represent the owner, with commercial power of representation, under the trade name in transactions relating to the enterprise.

The owner of the business must have the grant of commercial representative authority registered in the trade registry; however, the liability of the owner of the commercial enterprise for the acts of the commercial representative shall not depend on such registration having been made.

As regards third parties acting in good faith, the commercial representative shall be deemed authorised to assume obligations under bills of exchange on behalf of the owner of the business and to carry out on his or her behalf all kinds of transactions falling within the purpose of the enterprise.

Unless expressly authorised, the commercial representative may not transfer immovables or encumber them with a right.

The power of representation may be limited to the business of a branch.

The power of representation may also be limited on condition that several persons sign jointly. In this case, the signature of one of the representatives without the participation of the others shall not bind the owner of the business.

The above limitations on the power of representation shall have no effect against third parties acting in good faith unless they are registered in the trade registry.

Other limitations on the power of representation may not be asserted against third parties acting in good faith, even if they have been registered.

The termination of the power of representation shall be registered even if its grant was not registered in the trade registry.

As long as the termination of the power of representation has not been registered and published in the trade registry, that power shall remain valid with respect to third parties acting in good faith.

A commercial agent (ticari vekil) is a person whom the owner of a commercial enterprise, without granting him or her commercial representative authority, has authorised to manage the enterprise or to conduct certain business of the enterprise.

This authority shall cover all transactions customary in the enterprise. However, unless expressly authorised, the commercial agent may not borrow money or the like, assume obligations under bills of exchange, bring actions or conduct actions already brought.

Unless notice to the contrary has been given in writing within the commercial enterprise, in a place where customers can easily see it and in a form they can easily read, the officers or staff of commercial enterprises engaged in wholesale, semi-wholesale or retail sales shall be authorised to carry out the following transactions:

1. To carry out all sales transactions customary in the commercial enterprise.

2. To sign invoices for the transactions for which they are authorised.

3. To make, on behalf of the owner of the business, warnings or other declarations concerning the performance of obligations arising from the customary transactions of the commercial enterprise, or their non-performance or improper performance; and to accept, on behalf of the commercial enterprise, warnings or other declarations of this nature, in particular notices of defects concerning goods delivered in the course of customary transactions.

Unless they have been authorised in writing, the officers or staff of commercial enterprises engaged in wholesale, semi-wholesale or retail sales may not claim and collect sales proceeds outside the enterprise, or within the enterprise where cashiers have been appointed. Where such persons are authorised to collect sales proceeds, they shall also be authorised to settle invoices and to issue receipts.

Commercial representatives, commercial agents or other auxiliaries of a merchant who manage the entire business of an enterprise or who are in the service of the owner of the business may not, without the permission of the owner of the business, directly or indirectly carry out business of the kind conducted by the enterprise for their own account or for the account of a third party, nor may they have such transactions carried out by third parties for their own account.

If they act in breach of this, the owner of the business may, without prejudice to his or her rights arising from the legal relationship between them, claim compensation for the damage suffered or, instead, demand that the business carried out by the commercial representative, commercial agent or other auxiliary of a merchant for his or her own account, or had carried out by third parties, be deemed to have been carried out for the account of the owner of the business, and that the fees received on account of such business be handed over or the claims arising from such business be assigned.

The owner of the business may at any time revoke the authority of commercial representatives, commercial agents and other auxiliaries of a merchant, without prejudice to the rights arising from the service, mandate, partnership and similar contracts between them.

The loss of capacity to act or the death of the owner of the business shall not terminate the authority of commercial representatives, commercial agents and other auxiliaries of a merchant.

An assignment (havale) is a legal transaction whereby the assignor authorises the assigned debtor to deliver money, negotiable instruments or other fungible goods to the assignee for the account of the assignor, and authorises the assignee to accept them in his or her own name.

Where the assignment is made for the purpose of discharging a debt owed by the assignor to the assignee, that debt shall be extinguished only upon performance by the assigned debtor.

An assignee who has accepted the assignment may again assert his or her claim against the assignor if, having applied to the assigned debtor, he or she has been unable to obtain payment within the time specified in the assignment.

If an assignee who is a creditor does not wish to accept the assignment, he or she must notify the assignor, who is the debtor, without delay; failing such notification, he or she shall be obliged to compensate the resulting damage.

If the assigned debtor notifies the assignee that he or she accepts the assignment without reservation, he or she shall be bound to perform and may raise against the assignee only defences arising from the relationship between them or from the content of the assignment; he or she may not raise defences arising from the relationship between the assignor and himself or herself.

If the assigned debtor is indebted to the assignor, he or she shall be obliged to perform the debt to the assignee, provided that performance to the assignee does not impose a heavier burden than performance to the assignor. In this case, unless otherwise agreed between the assignor and the assigned debtor, the assigned debtor need not declare to the assignee before performance that he or she accepts the assignment.

If the assigned debtor refuses to perform despite the assignee's request, or declares in advance that he or she will not perform the subject of the assignment, the assignee shall be obliged to notify the assignor of the situation without delay; failing such notification, he or she shall be liable for the damage the assignor may suffer as a result.

The assignor may at any time revoke the authority granted to the assignee. However, the assignor may not revoke authority granted in the interest of the assignee, in particular for the purpose of enabling the assignee to obtain payment of his or her claim.

As long as the assigned debtor has not declared to the assignee that he or she accepts the assignment, the assignor may revoke the authority granted to the assigned debtor.

In the event of the bankruptcy of the assignor, an assignment that has not yet been accepted shall terminate automatically.

The provisions of this Chapter shall apply to written assignments made for the purpose of payment to the holder of a claim embodied in a negotiable instrument. In this case, every holder shall be deemed to be the assignee vis-à-vis the assigned debtor. On the other hand, the rights specific to the relationship between the assignor and the assignee shall arise only between the assignor and the assignee of the claim.

The special provisions on cheques and assignments similar to bills of exchange are reserved.

A contract of deposit is a contract whereby the depositary undertakes to keep in a safe place a movable entrusted to him or her by the depositor.

The depositary may claim a fee if this has been expressly stipulated or if the circumstances so require.

The depositor shall be obliged to pay all expenses necessitated by the performance of the contract.

The depositor shall be obliged to compensate the damage suffered by the depositary as a result of the deposit, unless the depositor proves that it was not due to his or her fault.

The depositary may not use the deposited item without the permission of the depositor.

If the depositary acts in breach of this prohibition, he or she shall be obliged to pay the depositor appropriate compensation for the use and shall also be liable for damage arising from accidental events, unless he or she proves that the damage would have occurred even if he or she had not used the item.

Even if a term has been fixed in the contract of deposit, the depositary shall be obliged to return the deposited item together with all its accretions upon the request of the depositor, which may be made at any time. However, the depositor shall be obliged to pay the expenses incurred by the depositary in consideration of the fixed term.

The depositary may not return the deposited item before the expiry of the fixed term. However, the depositary may return it before the expiry of the fixed term if, owing to unforeseeable circumstances, the continuation of the contract becomes dangerous for the deposited item or harmful to the depositary.

If no term has been fixed, the depositary may return the deposited item at any time.

If several persons deposit an item, the depositary may not release himself or herself from liability by returning the deposited item to one of them, unless the contract provides otherwise or all of them consent.

The deposited item shall be returned at the place where it was to be kept, at the expense and risk of the depositor.

Persons who receive an item for joint safekeeping shall be jointly and severally liable.

Even if a third party claims a right in rem over the deposited item, the depositary shall be obliged to return it to the depositor, unless the deposited item has been attached or an action for recovery of property has been brought against the depositary.

In the event of attachment or the bringing of an action for recovery of property, the depositary must notify the depositor of the situation immediately.

If several persons, in order to protect their rights, entrust an item whose legal status is disputed or uncertain to a trustee (sequester), that person may not return it to any of them without the consent of all the depositors or a decision of the judge.

Where it has been expressly or tacitly agreed that the depositary is to return money entrusted to him or her not in specie but in the same amount, the benefit and risk of that money shall pass to the depositary.

The fact that the money was deposited unsealed and openly shall be deemed a tacit agreement.

The depositary may not dispose of other deposited fungible goods or negotiable instruments unless expressly authorised by the depositor.

A warehouse keeper who publicly offers to accept commercial goods for storage may request permission from the competent authority to issue warehouse receipts representing the stored goods.

The warehouse keeper shall be obliged to store the goods entrusted to him or her with the same care as a commission agent and, if any change occurs in the goods requiring further measures to be taken, to notify the depositor of the situation as far as possible.

The warehouse keeper must permit the depositor to inspect the condition of the goods and to take samples during customary business hours and, at any time, to take the necessary protective measures.

Unless expressly authorised, the warehouse keeper may not commingle fungible goods of the same kind and quality.

Each depositor may claim, in respect of such goods commingled on the basis of authorisation, a share proportionate to his or her entitlement.

In this case, the warehouse keeper may separate the share of each depositor without the depositors needing to be present together.

The warehouse keeper may claim the agreed or customary storage fee and all expenses not arising from storage, such as maintenance, transport and customs costs.

These expenses shall be paid immediately; the storage fee shall be paid every three months and, in any event, upon the return of all or part of the goods.

As long as the warehouse keeper is in possession of the goods or has the power to dispose of them by means of any document representing the goods, he or she shall have a right of retention over those goods for his or her claims.

The warehouse keeper shall be obliged to return the commercial goods as in the case of a general contract of deposit. However, even in cases where the depositor has the right to return before the expiry of the term for reasons which could not have been foreseen in the contract, the warehouse keeper shall be bound to keep the goods until the end of the agreed term.

Operators of places such as hotels, motels, guesthouses and holiday villages shall be liable for the destruction of, damage to or theft of the belongings brought by their guests. However, the operators shall be released from this liability by proving that the damage arose from fault attributable to the guest himself or to a person visiting him, accompanying him or in his service, from force majeure or from the nature of the belongings.

Unless fault is attributable to the operators or their employees, this liability may not exceed, for each guest, three times the daily accommodation charge.

Where valuables or a considerably large sum of money or securities have not been deposited with the operator for safekeeping, the operator shall be liable only in the event of fault on his part or on the part of his employees.

Where the operator has accepted such items for safekeeping or has refused to accept them, he shall be liable for the full value of the items.

With respect to belongings, money and similar things which the guest is expected to keep with him, the liability rule relating to his other belongings shall apply.

If the guest does not notify the operator of his damage as soon as he becomes aware of it, he shall lose his right to claim.

The operator may not escape liability even if he announces by any means that he does not assume such liability or that he makes liability subject to a condition not provided for in this Code.

Operators of garages, car parks and similar places shall be liable for the destruction of, damage to or theft of animals, horse-drawn carriages, their harnesses and similar equipment, as well as motor vehicles and their accessories, left with them or accepted by their employees. However, the operators shall be released from this liability by proving that the damage arose from fault attributable to the depositor or his visitor or a person accompanying him or in his service, from force majeure or from the nature of the items.

However, unless fault is attributable to them or their employees, the liability of operators of garages, car parks and similar places may not exceed, for each item deposited, ten times the daily storage charge received.

The operator may not escape liability even if he announces by any means that he does not assume such liability or that he makes liability subject to a condition not provided for in this Code.

Operators shall have a right of retention over belongings or animals left with them or placed in their accommodation premises, garages, car parks and similar places, in order to secure their charges or their claims arising from storage expenses.

The provisions on the lessor's right of retention shall also apply here by analogy.

A contract of suretyship is a contract by which the surety undertakes towards the creditor to be personally liable for the consequences of the debtor's failure to perform his debt.

A contract of suretyship may be concluded for an existing and valid debt. However, a contract of suretyship may also be concluded for a future or conditional debt, to take effect when that debt arises or the condition is fulfilled.

A person who gives a personal guarantee for a debt for which the debtor is not liable by reason of error or incapacity shall be liable in accordance with the statutory provisions on suretyship if, at the time of assuming the obligation, he knew of the defect vitiating the contract. The same rule shall also apply to a person who stands surety for a debt that has become time-barred with respect to the debtor.

Unless otherwise provided by law, the surety may not waive in advance the rights granted to him in this chapter.

A contract of suretyship shall not be valid unless it is made in written form and specifies the maximum amount for which the surety will be liable and the date of the suretyship. The surety must state in his own handwriting in the contract of suretyship the maximum amount for which he is liable, the date of the suretyship and, in the case of joint and several suretyship, that he assumes the obligation in that capacity or by any expression to that effect.

The granting of special authority to stand surety on behalf of another and a promise to stand surety towards the other party or a third person shall also be subject to the same formal requirements. The parties may agree, in compliance with the written form, to limit the surety's liability to a certain portion of the debt.

Subsequent amendments to the contract of suretyship that increase the surety's liability shall have no effect unless the form prescribed for suretyship is complied with.

Unless a judgment of separation has been given by a court or a statutory right to live separately has arisen, a spouse may stand surety only with the written consent of the other spouse; such consent must be given before or at the latest at the time of the conclusion of the contract.

The consent of the spouse shall not be required for subsequent amendments to the contract of suretyship that do not result in an increase in the amount for which the surety will be liable, in the conversion of an ordinary suretyship into a joint and several suretyship, or in a significant reduction of the securities in favour of the surety.

Added paragraph: 28/3/2013, Law No. 6455, Art. 77 The consent of the spouse shall not be required for suretyships given in connection with the business or company by the owner of a commercial enterprise registered in the trade registry or by a partner or manager of a commercial company, suretyships given by tradesmen or craftsmen registered in the registry of tradesmen and craftsmen in connection with their professional activities, suretyships given for loans to be extended within the scope of the Law No. 5570 of 27/12/2006 on the Extension of Interest-Subsidised Loans by Public Capital Banks, and suretyships given for loans to be extended to cooperative members by agricultural credit cooperatives, agricultural sales cooperatives and tradesmen and craftsmen credit and guarantee cooperatives and by public institutions and organisations.

In an ordinary suretyship, the creditor may not pursue the surety unless he has first proceeded against the debtor; however, he may proceed directly against the surety in the following cases:

1. A definitive certificate of insolvency having been obtained as a result of enforcement proceedings against the debtor.

2. Enforcement proceedings against the debtor in Türkiye having become impossible or considerably more difficult.

3. The debtor having been adjudged bankrupt.

4. The debtor having been granted a concordat moratorium.

Where the claim is also secured by a pledge before or at the time of the suretyship, the surety in an ordinary suretyship may demand that the claim first be satisfied from the subject of the pledge. However, this provision shall not apply if the debtor has been adjudged bankrupt or a concordat moratorium has been granted to him.

Where the suretyship has been given only to cover a shortfall, recourse may be had directly against the surety in cases where enforcement proceedings against the debtor have resulted in a definitive certificate of insolvency, where enforcement proceedings against the debtor in Türkiye have become impossible, or where the concordat has become final. It may be agreed in the contract that in such cases the creditor must first proceed against the principal debtor.

Where the surety has agreed to assume the obligation as a joint and several surety or by any expression to that effect, the creditor may pursue the surety without pursuing the debtor or realising an immovable pledge. However, for this purpose, the debtor must be in default of performance and a demand must have remained without result, or the debtor must be manifestly insolvent.

Where the claim is secured by a possessory pledge of movables or a pledge of receivables, recourse may not be had against the surety before the realisation of the pledge. However, recourse may be had against the surety even before the realisation of the pledge where it has been determined in advance by the judge that the claim cannot be fully satisfied through the realisation of the pledge, or where the debtor has become bankrupt or has been granted a concordat moratorium.

Where several persons have jointly stood surety for the same debt, each of them shall be liable as an ordinary surety for his own share and as a sub-surety for the shares of the others.

Each of the sureties who have assumed the obligation as joint and several sureties together with the debtor or among themselves shall be liable for the whole debt. However, a surety may refuse to pay more than his own share unless proceedings have been initiated against all sureties who are jointly and severally liable together with him, earlier or at the same time, and who can be pursued in Türkiye. A surety may also exercise this right where the other sureties have paid their shares or provided real security. Subject to agreements to the contrary, a surety who has paid the debt shall have a right of recourse against the other sureties to the extent that they have not previously paid their own shares. This right may be exercised even before recourse against the debtor.

Where the creditor knew or ought to have known that the surety gave the suretyship on the assumption that other persons had stood or would stand surety for the same claim, the surety shall be released from the suretyship obligation if this assumption subsequently fails to materialise, or if one of the sureties is released from the suretyship obligation by the creditor or his suretyship is declared null and void.

Each of the persons who have stood surety for the same debt independently of one another shall be liable for the whole of the suretyship obligation. However, unless otherwise agreed, a surety who has paid the debt shall have a right of recourse against the others in proportion to their shares in the total amount of suretyship.

A sub-surety, who gives security to the creditor for the obligation of the surety, shall be liable together with the surety as an ordinary surety.

A recourse surety is a surety who gives security for the surety's recourse claim against the debtor.

The surety shall in all cases be liable up to the maximum amount specified in the contract of suretyship.

Unless otherwise agreed in the contract, the surety shall be liable, within the limit of the specified maximum amount, for the following:

1. The principal debt and the statutory consequences of the debtor's fault or default.

2. The costs of enforcement proceedings and actions brought against the debtor, provided that the creditor has notified the surety thereof at an appropriate time in advance so that the surety could have prevented them by paying the debt, and, where applicable, the costs incurred by the delivery of pledges to the surety and the transfer of pledge rights.

3. Contractual interest accrued for one year and for the current year, and, where applicable, interest accrued for one year and for the current year on the principal lent against bonds.

Unless expressly agreed in the contract, the surety shall be liable only for the debts of the debtor arising after the conclusion of the contract of suretyship.

Agreements providing that the surety shall be liable for damage caused by the principal obligation becoming void and for a penalty clause shall be absolutely null and void.

Even if the principal debt has become due earlier by reason of the debtor's bankruptcy, enforcement proceedings may not be taken against the surety before the agreed due date.

In all types of suretyship, the surety may, against real security, request the judge to order the stay of proceedings brought against him until the existing pledges have been realised and a definitive certificate of insolvency has been obtained as a result of the proceedings against the debtor, or until a concordat decision has been made.

Where the principal debt becoming due depends on prior notice involving a period by the creditor or the debtor, that period shall, for the suretyship obligation, begin to run on the date on which the notice is given to the surety.

Where the payment of the debt by a debtor domiciled in a foreign country has become impossible or restricted pursuant to the legal provisions of that foreign country, for reasons such as prohibitions relating to foreign exchange transactions or transfers, a surety domiciled in Türkiye may object to the proceedings on that ground.

The surety shall have the right, and shall also be bound, to raise against the creditor all defences available to the principal debtor or his heirs which do not arise from the principal debtor's insolvency. The case of knowingly standing surety for a debt by which the debtor is not bound by reason of error, lack of contractual capacity or the debt being time-barred shall be outside the scope of this provision.

Even if the principal debtor has waived a defence available to him, the surety may nevertheless raise this defence against the creditor.

If the surety makes payment without knowing of the existence of defences available to the principal debtor, he shall have a right of recourse. However, if the principal debtor proves that the surety knew or ought to have known of those defences, the surety shall lose his right of recourse to the extent that he would have been released from payment had they been raised.

In a suretyship for a debt arising from gaming or betting, the surety may raise the defences available to the principal debtor even if he knew of this nature of the debt.

If the creditor reduces, to the detriment of the surety, the pledge rights, security and preferential rights existing at the time of the suretyship or subsequently obtained from the principal debtor as special security for the claim, the surety's liability shall be reduced by a corresponding amount unless the creditor proves that the damage is smaller. The surety's right to demand the return of any amount paid in excess shall be reserved.

In the case of a suretyship for employees, if the creditor neglects the supervision over the employees incumbent upon him or fails to exercise the care that can be expected of him, and the debt has arisen for that reason or has increased to an extent it would not have reached had such care been exercised, the creditor may not claim that debt or the increased part of the debt from the surety.

The creditor shall be obliged to deliver to the surety who pays the debt the documents of debt that may serve him in exercising his rights and to provide the necessary information. The creditor shall also be bound to deliver to the surety the pledges and other securities existing at the time of the suretyship or subsequently provided by the principal debtor for the claim, or to carry out the formalities necessary for their transfer. The pledge rights and rights of retention held by the creditor on account of his other claims shall be reserved to the extent that they rank prior to the rights of the surety.

If the creditor fails to perform his obligations without just cause, or through gross fault relinquishes the existing documents or pledges or other securities for which he is responsible, the surety shall be released from his obligation. In that case, the surety may demand the return of what he has paid and compensation for any additional damage.

Where the debt has become due, even by reason of the debtor's bankruptcy, the surety may at any time request the creditor to accept the payment he will make. Where several persons have stood surety for a debt, the creditor shall be bound to accept a partial payment made by one of the sureties, provided that it is not less than the share falling to the surety offering it.

If the creditor refuses to accept payment without just cause, the surety shall be released from his obligation; in the case of joint and several co-suretyship, the liability of the sureties shall be reduced by the amount of the share falling to them.

With the consent of the creditor, the surety may pay the principal debt even before it becomes due. However, in that case, the surety may not exercise his right of recourse against the principal debtor before the debt becomes due.

If the principal debtor is six months in arrears in paying the principal or the interest for a half-year period, or in instalments of the principal stipulated to be paid annually, the creditor must notify the surety of the situation. Upon request, the creditor shall at all times be bound to inform the surety of the extent of the principal debt.

Where the principal debtor has been adjudged bankrupt or the debtor has applied for a concordat, the creditor shall be bound to register his claim and to do what is necessary to protect his rights. The creditor must notify the surety of the situation as soon as he learns that the debtor has become bankrupt or that a concordat moratorium has been granted to the debtor.

If the creditor fails to fulfil any of the requirements provided for in the preceding paragraphs, he shall lose his rights against the surety to the extent of the damage suffered by the surety as a result.

The surety may demand from the principal debtor the provision of security and, where the debt has become due, release from the debt in the following cases:

1. If the principal debtor has acted contrary to the obligations he assumed towards the surety, in particular the promise to release him from the debt within a certain period.

2. If the principal debtor is in default or if enforcement proceedings have become considerably more difficult because he has moved his domicile to another country.

3. If, as a result of the deterioration of the principal debtor's financial situation, the loss in value of the securities or the fault of the debtor, the risk existing for the surety has increased considerably compared with the date on which the suretyship was given.

The surety shall be subrogated to the rights of the creditor to the extent that he has performed to the creditor. The surety may exercise these rights when the principal debt becomes due.

Unless otherwise agreed, the surety shall be subrogated, among the pledge rights and other securities provided for the same claim, only to those existing at the time of the suretyship or subsequently given by the principal debtor himself specifically for this claim. A surety who has partly performed to the creditor shall be subrogated only to the part of the pledge right corresponding thereto. The creditor's remaining claim on the subject of the pledge shall rank prior to the surety's pledge right.

Claims and defences arising from the legal relationship between the surety and the principal debtor shall be reserved.

Where a pledge securing a claim is realised or the debt is paid by the owner who gave the pledge, the owner may exercise a right of recourse against the surety only if there is such an agreement between the surety and himself or if the pledge was subsequently given by a third person.

The limitation period for the surety's right of recourse shall begin to run at the moment the surety performs to the creditor.

Where the surety has made payment for a debt which does not give rise to a right of action or which is not binding on the principal debtor by reason of error or incapacity, he shall have no right of recourse against the principal debtor. However, if the surety has assumed liability for a time-barred principal debt in the capacity of agent of the debtor, the principal debtor shall be liable towards him in accordance with the provisions on the contract of mandate.

A surety who pays the debt in whole or in part shall be bound to notify the debtor thereof.

If the surety fails to give this notice and the debtor, who did not know and was not required to know of the payment, also performs to the creditor, the surety shall lose his right of recourse.

The surety's right of action against the creditor arising from unjust enrichment shall be reserved.

Where the principal debt is extinguished for whatever reason, the surety shall also be released from his obligation.

Where the capacities of debtor and surety are merged in the same person, the special benefits arising from the suretyship for the creditor shall be reserved.

Any suretyship given by a natural person shall automatically lapse upon the expiry of ten years from the conclusion of the relevant contract.

Even if the suretyship has been given for a period longer than ten years, unless it has been extended or a new suretyship has been given, the surety may be pursued only until the expiry of the ten-year period.

The term of the suretyship may be extended for a new period of a maximum of ten years by a written declaration of the surety in compliance with the form of the contract of suretyship, provided that it is made no earlier than one year before the termination of the suretyship.

In a suretyship for a future debt, if the financial situation of the debtor before the debt arises has deteriorated significantly after the conclusion of the contract of suretyship, or if it transpires that his financial situation is much worse than the surety assumed in good faith at the time of the suretyship, the surety may at any time withdraw from the contract of suretyship by written notice to the creditor, as long as the debt has not arisen.

The surety shall be obliged to compensate the damage suffered by the creditor as a result of relying on the suretyship.

In a suretyship for a fixed term, the surety shall be released from his obligation at the end of the term.

In a suretyship without a fixed term, when the principal debt becomes due, the surety may, in an ordinary suretyship at any time and in a joint and several suretyship in the cases provided by law, request the creditor to exercise his rights of action and enforcement against the debtor within one month, to initiate enforcement proceedings by way of realisation of the pledge, if any, and to continue the proceedings without interruption.

Where the debt is to become due as a result of notice to be given by the creditor to the debtor, the surety may, one year after the date of conclusion of the contract of suretyship, request the creditor to give such notice and, once the debt has thus become due, to exercise his rights of enforcement and action in accordance with the provisions of the preceding paragraph.

If the creditor does not comply with these requests of the surety, the surety shall be released from his obligation.

In a suretyship for employees concluded without a fixed term, the surety may, every three years, give notice that it terminates the contract with effect from the end of the following year.

The provisions concerning the form of suretyship, the capacity to act as surety and the consent of the spouse shall also apply to other contracts concluded by natural persons under another name relating to the giving of personal security.

No action may be brought and no enforcement proceedings may be initiated in respect of a claim arising from gambling or betting.

The same rule shall apply to advances and loans knowingly given for gambling or betting, and to forward sales of goods traded on an exchange, foreign currencies and negotiable instruments concluded on the basis of price differences, where such sales have the character of gambling or betting.

Even if an ordinary promissory note or a bill of exchange signed by a person who gambles or bets has been transferred to a third party, no one may bring an action or initiate enforcement proceedings on the basis thereof. The rights conferred by negotiable instruments on third parties acting in good faith are reserved.

Payments voluntarily made for a gambling or betting debt may not be reclaimed. However, if the proper conduct of the game or bet was prevented by an unforeseen event or by an act of the other party, or if the other party introduced fraud into the game or bet, the payment voluntarily made may be reclaimed.

Unless their organisation has been authorised by law or by the competent authorities, no action may be brought and no enforcement proceedings may be initiated in respect of claims arising from lotteries and other games of chance.

Where no authorisation has been granted, the provisions on gambling shall also apply to lotteries and other games of chance.

Lotteries and other games of chance organised in foreign countries in accordance with their own rules shall not enjoy legal protection unless the sale of tickets therefor in Türkiye has been authorised by the competent authorities.

A life annuity contract is a contract whereby the annuity debtor undertakes to render specified periodic performances to the annuity creditor for the lifetime of one of them or of a third party.

Unless there is an express provision to the contrary, the contract shall be deemed to have been concluded for the lifetime of the annuity creditor.

An annuity settled for a period limited to the lifetime of the annuity debtor or of a third party shall, unless otherwise agreed, pass to the heirs of the annuity creditor.

A life annuity contract shall not be valid unless made in written form.

Unless otherwise agreed in the contract, the life annuity shall be paid every six months and in advance.

Even if the person upon whose lifetime the duration of the annuity depends dies before the end of the period for which advance payment is provided, the whole annuity for that period shall be deemed owed by the annuity debtor.

If the annuity debtor becomes bankrupt, the annuity creditor acquires the right to have registered in the bankruptcy estate a sum equal to the capital that would have to be paid to the relevant social security institution in order to obtain the periodic annuity owed by the annuity debtor.

Unless otherwise agreed by contract, the annuity creditor may transfer his or her rights to another person.

A lifetime maintenance contract is a contract whereby the maintenance debtor undertakes to maintain and care for the maintenance creditor until death, and the maintenance creditor undertakes the obligation to transfer to the maintenance debtor an estate or certain assets.

If the maintenance debtor has been appointed heir by the maintenance creditor, the provisions concerning contracts of inheritance shall apply to the lifetime maintenance contract.

A lifetime maintenance contract shall not be valid unless made in the form of a contract of inheritance, even if it does not contain an appointment of an heir.

If the contract is concluded by a care institution recognised by the State in compliance with the conditions determined by the competent authorities, the written form shall be sufficient for its validity.

A maintenance creditor who has transferred an immovable to the maintenance debtor shall, in order to secure his or her rights, have a statutory mortgage right over that immovable in the same manner as a seller.

Upon the conclusion of the contract, the maintenance creditor becomes part of the household of the maintenance debtor. The maintenance debtor is obliged to render to the maintenance creditor the performances required by equity, having regard to the value of the property received and to the social status previously enjoyed by the maintenance creditor.

The maintenance debtor shall in particular provide the maintenance creditor with suitable food and housing, care for him or her with due diligence in case of illness and have him or her medically treated.

The scope and performance of the maintenance obligation of institutions established for the purpose of maintaining the persons they admit until death shall be determined by general rules prepared by them and approved by the competent authorities. These rules shall be deemed part of the content of the contract.

If, because of the lifetime maintenance contract, the maintenance creditor loses the ability to fulfil his or her obligations towards persons to whom he or she owes maintenance under the law, those deprived thereby may request the annulment of the contract.

Instead of annulling the contract, the judge may order the maintenance creditor to pay maintenance to the persons to whom he or she owes maintenance, to be set off against the performances to be rendered by the maintenance debtor.

The rights of the heirs to bring an action for reduction and of the creditors to bring an action for annulment are reserved.

If there is a significant disproportion between the performances of the parties and the party receiving more cannot prove that the intention was to make a gift to him or her, the other party may terminate the contract at any time by giving six months' notice. In determining this disproportion, the difference between the capital value corresponding to the value of what was given to the maintenance debtor and the annuity that would be settled by the relevant social security institution shall be taken as the basis.

The performances rendered during the period up to the time of termination of the contract shall be assessed together with capital and interest, and shall be returned to the party which emerges as creditor as a result of the balancing.

If continuation of the contract becomes intolerable because of a breach of obligations arising from the contract, or if other important reasons render continuation of the contract impossible or excessively difficult, either party may terminate the contract without notice. Where the contract is terminated on the basis of one of these reasons, the party at fault shall return what it has received and shall be obliged to pay the party not at fault appropriate compensation for the damage suffered thereby.

The judge may either uphold the termination of the contract without notice or, upon the request of one of the parties or of his or her own motion, put an end to their living together in the household and award the maintenance creditor a life annuity.

If the maintenance debtor dies, the maintenance creditor may request the termination of the contract within one year. In that case, the maintenance creditor may claim from the heirs of the maintenance debtor payment of a sum equal to the amount that he or she could have claimed from the bankruptcy estate in the event of the bankruptcy of the maintenance debtor.

The maintenance creditor may not transfer his or her right to another person.

In the event of the bankruptcy of the maintenance debtor, the maintenance creditor acquires the right to register as a claim in the bankruptcy estate a sum equal to the capital value that would have to be paid to the relevant social security institution in order to obtain the periodic annuity owed by the debtor.

In order to satisfy this claim, the maintenance creditor may participate in an attachment being carried out against the debtor by third parties.

A contract of simple partnership is a contract whereby two or more persons undertake to combine their efforts and property in order to achieve a common purpose.

A partnership which does not bear the distinguishing characteristics of the partnerships regulated by law shall be deemed a simple partnership subject to the provisions of this Chapter.

Each partner is obliged to make a contribution to the partnership in the form of money, claims or other property, or labour.

Unless otherwise agreed in the contract, contributions must be of the importance and nature required by the purpose of the partnership and equal to one another.

Where the contribution of a partner consists of granting the use of a thing, the provisions of the lease contract, and where it consists of the ownership of a thing, the provisions of the sales contract, concerning risk and liability for defects and for eviction shall apply by analogy.

The partners are obliged to share among themselves all gains which by their nature belong to the partnership.

Unless otherwise agreed in the contract, each partner's share in profits and losses is equal, irrespective of the value and nature of his or her contribution.

Where the contract determines only the partners' shares in either the profits or the losses, that determination shall also apply to the share in the other.

An agreement that a partner shall share only in the profits without sharing in the losses is valid only for a partner whose contribution consists solely of labour.

Decisions of the partnership shall be taken unanimously by all partners.

Where the contract provides that decisions shall be taken by majority vote, the majority shall be determined according to the number of partners.

Unless management has been entrusted by contract or by decision to one or more partners only or to a third party, all partners have the right to manage the partnership.

Where the partnership is managed by all or several of the partners, each of them may act without the participation of the others; however, each partner authorised to manage the partnership may prevent a transaction from being carried out by objecting to it before it is completed.

The unanimity of all partners is required for the appointment of a general representative of the partnership and for the conduct of extraordinary business of the partnership. However, where delay would cause harm, each managing partner is authorised in this respect.

The partners may not, for their own benefit or for the benefit of third parties, carry out any business that would obstruct or harm the purpose of the partnership.

The other partners shall be liable to a partner for the expenses incurred or the debts assumed by that partner for the business of the partnership; the other partners are obliged to compensate that partner for losses suffered directly as a result of management activities and for losses resulting from risks inherent in the management of the partnership.

A partner who advances money to the partnership may claim interest from the day of the advance.

A partner who, without being obliged to do so, has expended labour on the business of the partnership may claim payment of compensation as required by equity.

Each partner is obliged to exercise in the business of the partnership the same effort and care as he or she exercises in his or her own affairs.

Each partner is obliged to compensate the others for damage caused by his or her own fault, without the right to set off benefits he or she has procured for the partnership in other business.

A partner who conducts the business of the partnership for remuneration shall be liable in accordance with the provisions on mandate.

Management authority granted to one of the partners by the partnership contract may not be revoked or restricted by the other partners without just cause.

Even if the partnership contract contains a provision that the authority may not be revoked, each of the other partners may revoke the management authority if there is just cause.

Just cause exists in particular where the managing partner grossly neglects his or her duties or loses the capacity necessary for good management.

Unless otherwise provided in this Chapter of the Code or in the partnership contract, the relations between the managing partners and the other partners shall be subject to the provisions on the contract of mandate.

Where a partner not authorised to manage the partnership conducts business of the partnership, or where a partner having such authority exceeds his or her authority, the provisions on agency without authority shall apply.

The managing partners are obliged to render account at least once a year and to pay the partners their shares in the profits. An agreement extending the accounting period is absolutely null and void. The same rule shall apply where the person managing the partnership is not one of the partners.

Even without management authority, each partner has the right to obtain information on the conduct of the partnership's business, to inspect its books and records, to take copies thereof and to prepare a summary of its financial position.

Agreements to the contrary are absolutely null and void.

The admission of a new partner to the partnership is subject to the consent of all partners.

If one of the partners unilaterally makes a third party a partner in his or her share in the partnership or transfers his or her share to that third party, that third party shall not acquire the status of partner.

In the event that a partner gives notice of termination, is placed under guardianship, becomes bankrupt, has his or her share in the liquidation converted into money through compulsory enforcement, or dies, and the contract contains a provision that the partnership shall continue with the other partners, then upon the occurrence of one of these events that partner or his or her representative, or the heir of the deceased partner, may withdraw from the partnership or may be excluded from the partnership by a written notice to be given by the other partners.

Where a partner withdraws or is excluded from the partnership, his or her share shall pass automatically to the other partners in proportion to their shares.

The other partners are obliged to return to the withdrawing or excluded partner the items whose use he or she left to the partnership, and also, by releasing him or her from joint and several liability arising from the matured debts of the partnership, to pay the liquidation share that would have had to be paid had the partnership been liquidated on the date on which his or her status as partner ended. For debts of the partnership that have not yet matured, the other partners may provide him or her with security instead of releasing him or her from the debt.

The liquidation share of the withdrawing or excluded partner shall be calculated, as of the date on which his or her status as partner ended, by a person who is an expert in financial matters. If the parties cannot agree on the expert, that person shall be appointed by the judge.

If, on the date on which the status of partner ends, the assets of the partnership are insufficient to cover its debts, the withdrawing or excluded partner is obliged to pay to the other partners the amount of debt corresponding to his or her share, within the framework of the rules on sharing in losses.

The withdrawing or excluded partner shall share in the profit or loss arising from transactions not yet concluded during the period in which he or she was a partner.

The person whose status as partner has ended may claim, as of the end of that financial year, the share of profit, if any, due to him or her from the partnership in respect of completed transactions, and the necessary information concerning ongoing transactions.

A partner who enters into a transaction with a third party in his or her own name and for the account of the partnership shall personally become creditor and debtor vis-à-vis that person.

If one of the partners enters into a transaction with a third party in the name of the partnership or of all the partners, the other partners shall become creditors or debtors of that person only in accordance with the provisions on representation.

A partner entrusted with management shall be presumed to have authority to represent the partnership or all partners vis-à-vis third parties. However, the authority to carry out important acts of disposition by a managing partner having power of representation must have been granted unanimously by all partners, and this must be expressly stated in the instrument of authority.

Things, claims and rights in rem acquired for the partnership or transferred to the partnership shall belong to all partners jointly in common ownership within the framework of the partnership contract.

Unless otherwise provided in the partnership contract, the creditors of a partner may exercise their rights only against that partner's share in the liquidation.

The partners shall, unless otherwise agreed, be jointly and severally liable to a third party for the debts assumed by them jointly or through a representative within the framework of the partnership relationship.

The partnership shall be dissolved in the following cases:

1. By the achievement of the purpose provided in the partnership contract or by its achievement becoming impossible.

2. By the death of one of the partners, if the contract contains no provision for the continuation of the partnership with the heirs.

3. By a partner being placed under guardianship, becoming bankrupt or having his or her share in the liquidation converted into money through compulsory enforcement, if the contract contains no provision that the partnership shall continue.

4. By a unanimous decision of all partners.

5. By the expiry of the term agreed for the partnership.

6. By a partner giving notice of termination, if the right to give notice of termination has been reserved in the partnership contract or if the partnership was established for an indefinite term or for the lifetime of one of the partners.

7. By a court decision upon a request for dissolution where just causes exist, at any time and without any further condition being required.

If the partnership was established for an indefinite term or to last for the lifetime of one of the partners, each partner may give notice of termination six months in advance.

Notice of termination may not be given contrary to the rules of good faith, and in particular not at an inappropriate time. Notice of termination shall take effect only at the end of the financial year.

If, after the expiry of the term provided in the contract, the partnership is continued by the tacit intention of the partners, it shall be converted into a partnership of indefinite term.

If the partnership is dissolved otherwise than by notice of termination, a partner's authority to manage the business of the partnership shall continue in his or her favour until the time at which he or she learned, or would have learned had he or she exercised the care required by the circumstances, of the dissolution.

If the partnership is dissolved by the death of one of the partners, the heir of the deceased partner is obliged to notify the other partners of the situation immediately. The heir shall, until the necessary measures are taken, continue the business previously conducted by the deceased partner within the framework of the rules of good faith. The other partners shall likewise provisionally continue to conduct the business of the partnership in the same manner.

A partner who contributed the ownership of a thing as his or her contribution may not, upon the liquidation carried out following the dissolution of the partnership, take back that thing as it is; however, he or she may claim the value assigned to his or her contribution.

If this value has not been determined, the return shall be made on the basis of the value of the thing at the time it was contributed.

If anything remains after the debts of the partnership have been paid and the advances made to the partnership by each partner, the expenses incurred for the partnership and the contributions made have been returned, this profit shall be shared among the partners.

If the assets of the partnership remaining after payment of the debts, expenses and advances are insufficient for the return of the contributions made by the partners, the loss shall be shared among the partners.

Upon the dissolution of the partnership, liquidation shall be carried out jointly by all partners, including the non-managing partners. However, if the partnership contract provides for certain specific transactions to be carried out by one of the partners in his or her own name and for the account of the partnership, that partner is obliged to carry out those transactions alone and to render account to the others even after the dissolution of the partnership.

The partners may appoint a liquidator to conduct the liquidation. If they cannot agree on this, each partner may request that the liquidator be appointed by the judge.

The remuneration to be paid to the liquidator shall, if there is no provision in the contract or no unanimous decision of the partners on this matter, be determined by the judge having regard to the labour required by the liquidation and to the income of the partnership assets, and shall be met from the partnership assets or, if this is not possible, jointly and severally by the partners.

Disputes that may arise concerning the liquidation procedure or the share to be distributed to each partner as a result of the liquidation shall be resolved by the judge upon the request of the persons concerned.

The dissolution of the partnership shall not alter the obligations towards third parties.

This Code is the Fifth Book of the Turkish Civil Code No. 4721 dated 22/11/2001 and supplements it.

The Code of Obligations No. 818 dated 22/4/1926 is repealed.

Added: 8/6/2022, Law No. 7409, Art. 4

With respect to residential leases, agreements concerning the rent to be applied in lease periods renewed between the date on which this article enters into force and 1/7/2023 (this date included) shall be valid provided that they do not exceed twenty-five percent of the rent for the previous lease year. Where the rate of change of the twelve-month averages in the consumer price index for the previous lease year remains below twenty-five percent, the rate of change shall apply. This rule shall also apply to lease contracts with a term longer than one year. Contracts concluded so as to exceed these rates shall be invalid as regards the excess amount. The provision of this paragraph shall also apply to decisions to be rendered by the judge pursuant to paragraph 2 of Article 344.

Added: 14/7/2023, Law No. 7456, Art. 23

With respect to residential leases, agreements concerning the rent to be applied in lease periods renewed between 2/7/2023 and 1/7/2024 (these dates included) shall be valid provided that they do not exceed twenty-five percent of the rent for the previous lease year. Where the rate of change of the twelve-month averages in the consumer price index for the previous lease year remains below twenty-five percent, the rate of change shall apply. This rule shall also apply to lease contracts with a term longer than one year. Contracts concluded so as to exceed these rates shall be invalid as regards the excess amount. The provision of this paragraph shall also apply to decisions to be rendered by the judge pursuant to paragraph 2 of Article 344.

This Code shall enter into force on 1 July 2012.

The provisions of this Code shall be executed by the Council of Ministers.