In the sale of movables, the statute of limitations concerning the seller’s liability for defects is specifically regulated under Article 231 of the Turkish Code of Obligations. As a rule, claims arising from the seller’s liability for defects are time-barred two years after the transfer of the goods to the buyer. However, in commercial sales of movables, pursuant to Article 23/1(c) of the Turkish Commercial Code, the provisions of the Turkish Code of Obligations apply by analogy. Therefore, even when both parties are merchants, the liability for defects and the applicable limitation periods are determined based on the provisions of the Turkish Code of Obligations.
Pursuant to Article 231/1 of the Turkish Code of Obligations, unless the seller has assumed liability for a longer period under the contract of sale, claims arising from defects must, as a rule, be brought within two years from the delivery of the goods to the buyer. The fact that the defect becomes apparent only after delivery does not affect the commencement of this period; therefore, the statute of limitations continues to run for all defects, including hidden defects, and expires upon the lapse of two years from the date of delivery.
On the other hand, although the statute of limitations is in principle uninterrupted, certain actions such as the buyer initiating legal proceedings, commencing enforcement proceedings, or the seller acknowledging the debt arising from the defect, interrupt the running of the statute of limitations. In such cases, the limitation period is recommended, thereby effectively extending the buyer’s timeframe to pursue remedies.
Pursuant to Article 231/2 of the Turkish Code of Obligations, if the seller knowingly conceals a defect from the buyer or fails to detect a defect that would normally be apparent due to gross negligence, the seller is deemed to be grossly at fault and cannot benefit from the protection of the statute of limitations. In such cases, the general ten-year limitation period under Article 146 of the Code of Obligations applies, and provided that gross fault can be proven, the buyer’s right to bring an action expires not in two years but in ten years. This provision is intended to prevent sellers who deliver defective goods with intent to deceive or through gross negligence from escaping liability by relying on the short limitation period, thereby ensuring that the buyer is not adversely affected by the statute of limitations.
In practice, such liability based on gross fault often arises in connection with hidden defects. These are defects that cannot be detected by ordinary inspection at the time of delivery but become apparent during the use of the goods. Hidden defects are frequently encountered in industrial equipment, particularly in the automotive and heavy industry sectors. For example, engine malfunctions may not be detectable at the time of delivery but may cause significant problems over time. Since such defects generally emerge after delivery, it is often inevitable for buyers to initiate legal action after the two-year period has elapsed. Although Article 231/2 of the Code of Obligations aims to protect the buyer against the statute of limitations defense in such cases, how this rule is interpreted and applied by the courts is of crucial importance.
The Court of Cassation consistently holds that the short limitation period cannot be applied where hidden defects have been concealed by the seller’s gross fault. In a judgment rendered in a case concerning engine failure, although the dispute was governed by the former Code of Obligations, the Court expressly stated that the defect in question qualified as a hidden defect, that the seller had concealed it with gross fault, and therefore the expiration of the limitation period did not exempt the seller from liability. This decision clearly illustrates that the Court of Cassation interprets the short limitation period not in a restrictive manner to the detriment of the buyer, but rather in a protective manner in favor of the buyer.
In its established precedent, the Court of Cassation has consistently interpreted the protective provision set forth in Article 231/2 of the Code of Obligations in favor of buyers, reaching the conclusion that when a hidden defect and gross fault coexist, the seller cannot benefit from the short limitation period. Nevertheless, it is observed that in first-instance courts, due to the manner in which evidence is assessed or uncertainties in expert reports, outcomes contrary to this clear rule may occasionally be reached. Accordingly, the decisions rendered by higher courts serve as guidance to ensure that the application before the first-instance courts also develops in the correct direction.
In line with this approach, certain decisions of the Regional Courts of Appeal have emphasized that, in cases involving hidden defects in the goods sold, the buyer cannot be expected to detect such defects at the time of delivery; therefore, the duty of inspection is limited with respect to hidden defects. These courts have further held that where the seller delivers goods with hidden defects through gross fault, fraudulent conduct and gross negligence constitute obstacles to the running of the limitation period, leading to the conclusion that the seller cannot benefit from the statute of limitations defense in cases of hidden defects combined with gross fault.
In legal doctrine as well, the prevailing view is that the seller cannot invoke the short limitation period where gross fault exists in relation to hidden defects. Given that hidden defects, by their very nature, cannot be detected at the time of delivery, and considering that in cases where the seller, due to professional expertise, knew or ought to have known of the defect, the buyer should be protected, it is argued that the ten-year general limitation period under Article 146 of the Code of Obligations applies.
Considering all these points, both the technological advancements affecting all manufacturing sectors and the rapid expansion of global sales networks necessitate a fairer and more flexible approach beyond the classical rules of limitation. Since buyers cannot reasonably be expected to detect hidden defects at the time of delivery, the termination of their right to bring an action within as short a period as two years conflicts with the protective function of law. Article 231/2 of the Turkish Code of Obligations addresses this issue by allowing buyers to pursue their rights within a ten-year period, whether the concealment results from intent to deceive or gross negligence. In this context, holding importers engaged in sophisticated and complex manufacturing accountable for hidden defects is not merely a legal exception but a fundamental necessity for the establishment of commercial trust and fairness. It is therefore of great importance that practitioners interpret the two-year limitation period not in favor of manufacturers, but in line with the legislation in a correct and equitable manner, thereby ensuring that buyers remain protected against hidden defects for ten years, which is essential to the realization of justice.
Göktürk Şahin, Managing Associate
Selen Kaya, Trainee Lawyer