Construction Contracts in Türkiye: Eser Sözleşmesi Explained for Foreign Investors

If you are building, renovating or commissioning any work in Türkiye, your relationship with the contractor is usually a works contract, called eser sözleşmesi in Turkish and governed by the Turkish Code of Obligations No. 6098. In plain terms, the contractor promises to deliver a finished result, a building, a fit-out, an engineering work or a software build, and you promise to pay an agreed price. This guide explains the parts that most often cause disputes for foreign investors: how the price is set, when the work must be delivered, what happens if it is defective or late, and how either side can end the contract.

What an eser sözleşmesi actually is

An eser sözleşmesi (works contract, sometimes translated as contract for work) is the agreement under which a contractor undertakes to produce a specific result, and the client undertakes to pay for it. It is the standard legal frame for construction, renovation, turnkey fit-outs, manufacturing of a bespoke item, and many engineering or technical works.

The key word is result. Unlike an ordinary service or employment relationship, where someone is paid for their effort and time, in a works contract the contractor owes you a finished, usable work. If the result is not delivered, or is delivered defective, the contractor is in breach even if they worked hard.

Two parties sit at the centre of every works contract: the yüklenici (contractor, the party who builds or produces) and the iş sahibi (the client or employer, the party who orders and pays). Throughout this guide, "you" means the client.

The contractor's core duties

Turkish law expects the contractor to perform with care and loyalty, and to protect your interests as a careful professional would. In practice this breaks down into several duties:

• Personal performance, in principle: the contractor is generally expected to carry out the work personally or under their own management. Subcontracting may be allowed, but the contractor stays responsible to you for the whole result.
• Supplying materials of proper quality: where the contractor provides the materials, they must be suitable; where you supply them, the contractor must use them carefully and warn you if they are unfit.
• Duty to warn: if your instructions, the supplied materials, or the ground or site conditions threaten the work, the contractor must warn you in time. A contractor who stays silent can become liable for the resulting damage.
• Timely start and diligent progress: the contractor must begin and continue the work so that delivery on time is realistic.

Price: lump-sum (götürü) versus cost-basis (maliyet)

How you agree the price changes your risk profile dramatically. Turkish law recognises two main models.

1. Lump-sum / fixed price (götürü bedel). You agree a single total figure for the whole work. The headline benefit is certainty: in principle the contractor must complete the agreed work for that price, even if it turns out to cost them more, and even if it costs them less they cannot charge you more. This shifts most cost risk onto the contractor.

2. Cost-basis price (maliyet / approximate cost). The price is built up from the actual labour and materials, sometimes against an estimate. Here more of the cost risk sits with you, the client, because the final figure can move with real costs.

For most foreign investors who want budget certainty, a clearly scoped götürü bedel contract is attractive, but it only protects you if the scope, drawings and specifications are tightly defined. A vague scope turns every change into a "variation" the contractor will price separately.

Delivery, acceptance and inspection

When the work is finished, the contractor delivers it and you inspect and accept it. This moment matters because acceptance affects your rights over defects.

• Inspect promptly. Once you receive the work, you are expected to examine it within a reasonable time, as far as the ordinary course of business allows, and to notify the contractor of any defects you find.
• Notify defects in writing. If you discover a defect, tell the contractor without undue delay. Silence can be treated as acceptance of the work as it is.
• Hidden defects. Defects that could not be seen on a normal inspection (latent defects) can be raised when they later come to light, provided you notify the contractor promptly once you discover them.

A practical tool here is a snagging / acceptance protocol (a handover document listing outstanding items). Record every open defect in it and make payment of the final instalment conditional on those items being closed.

Defect liability (ayıba karşı tekeffül)

Ayıba karşı tekeffül means the contractor's liability for defects in the work, the Turkish equivalent of a statutory warranty for defects. If the delivered work does not have the agreed or expected qualities, or is unfit for its purpose, you generally have a menu of remedies.

• Repair / rectification: you can require the contractor to fix the defect, typically at the contractor's cost, where this is possible and not disproportionately expensive.
• Price reduction: you can ask for a reduction in the price proportionate to the loss of value caused by the defect.
• Rescission / refusal of the work: if the defect is so serious that the work cannot reasonably be accepted, or accepting it cannot be expected of you, you may reject the work and unwind the contract.
• Damages: separately, you may claim compensation for losses caused by the contractor's fault.

Importantly, if the defect arose because the contractor ignored your instructions or used unsuitable materials they should have warned you about, that strengthens your position. If the defect is your fault, for example you imposed a design the contractor warned against, the contractor's liability can be reduced or excluded.

Delay and penalty clauses (cezai şart)

Late delivery is one of the most common disputes on Turkish construction projects. There are two layers of protection.

1. Statutory consequences of delay. If the contractor is late, general default rules let you claim the damage the delay actually caused, and in serious cases give grounds to end the contract. You normally have to show the loss.

2. Contractual penalty clause (cezai şart / liquidated damages). A penalty clause is a pre-agreed sum the contractor must pay for each day or week of delay, regardless of proof of loss. This is usually the more powerful tool, because you do not have to prove your exact damages, you simply apply the agreed rate.

Termination before completion

Sometimes a project has to stop before the work is finished. Turkish law gives both sides exit routes, with different financial consequences.

• Client's right to terminate against payment: as a general rule, the client may terminate the works contract before the work is completed, but in that case the client must pay for the work already done and compensate the contractor, with the contractor's saved expenses and what they earn (or deliberately fail to earn) elsewhere taken into account. In short, walking away early is possible but it is not free.
• Termination for the contractor's breach: if it becomes clear during the work that, through the contractor's fault, the work will be defective or contrary to the contract, you can warn them, set a reasonable deadline to put it right, and if they fail, take steps including ending the contract or having the work corrected at their expense.
• Impossibility and unforeseen events: if performance becomes impossible for reasons attributable to neither side, the contract can fall away, with a settlement for the work and costs incurred up to that point.
• Death or incapacity of the contractor: where the contractor's personal skill was essential, their death or loss of capacity can end the contract.

Contractor liability periods, and how to protect yourself

Defect claims under a works contract are subject to limitation periods, after which the claim can no longer be brought. Turkish law uses a tiered framework that depends, among other things, on whether the work is an immovable structure (a building) and on the contractor's degree of fault. The periods run from delivery of the work.

• For ordinary movable works, the defect-liability claim runs out two years after delivery.
• For defective immovable structures (buildings), a longer five-year period applies, reflecting how serious construction defects are and how late they can appear.
• Where the contractor acted with gross fault (ağır kusur), the period extends to twenty years regardless of whether the work is movable or immovable.

These tiers come from the Turkish Code of Obligations No. 6098 (the works-contract limitation rule). A separate but related protection applies where the contractor deliberately concealed a defect (kasten gizleme): concealment stops the contractor from relying on your acceptance to escape liability for that hidden defect. In other words, gross fault is what stretches the limitation period to twenty years, while concealment is what defeats the argument that you lost your rights by accepting the work, two distinct ideas that are easy to confuse.

Practical steps that protect foreign investors:

• Get the contract in writing, in Turkish or bilingual, with the Turkish version's status defined, and with the scope, drawings and specifications attached.
• Use retention (teminat) and staged payments tied to milestones, so you keep leverage until defects are cleared.
• Require performance and advance-payment guarantees (bank guarantees) for larger projects.
• Document everything: warnings, instructions, variations, inspections and the handover protocol.
• Act fast on defects and deadlines, and take legal advice early if delivery slips or quality drops.

Frequently asked questions