What is a Sales Contract? Rights and Responsibilities You Need to Know When Buying and Selling Goods

One of the most common legal transactions in daily life is a sales contract. Many transactions, such as buying a phone, a car, a house, or ordering a product online, essentially create a sales relationship in legal terms.

However, many people are unaware that the transaction they are conducting is a sales contract , or what rights this contract grants them.

A sales contract is an agreement in which one party undertakes to transfer the possession and ownership of a good or right, and the other party undertakes to pay a price in return.

In other words, for sale;

• The seller will deliver the goods,
• The buyer, in return, pays the price

He undertakes.

The sales contract, which is regulated in detail in the Turkish Code of Obligations, has a very wide range of applications, from daily life to commercial life.

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What are the elements of a sales contract?

For a transaction to be considered a sales contract, certain essential elements must be present.

1. There must be a good or right to be sold

The subject of a sales contract is not limited to physical goods.

For example;

• House,
• Vehicle,
• Plot,
• Electronic product,
• Machine,
• Commercial products,
• Some rights

It may be subject to a sales contract.

2. The Seller Must Undertake the Delivery Obligation

The seller's primary obligation is to deliver the goods to the buyer and transfer ownership.

For example, in a car sale, simply handing over the keys is not enough. The necessary legal procedures for the transfer of ownership must also be completed.

3. The buyer must pay the fee

The most important feature that distinguishes a sales contract from other contracts is that the counter-performance is monetary.

If one good is given in exchange for another, this transaction an exchange contract (barter) .

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What are the rights of the seller and the buyer?

A sales contract outlines the mutual rights and obligations of both the seller and the buyer.

Seller's Responsibilities

Sales person;

• To deliver the goods sold,
• Transferring ownership to the buyer,
• To deliver the goods with the agreed specifications
• Being responsible for legal defects

It is necessary.

For example, when selling a used vehicle, if a third party has rights over the vehicle or if a significant legal issue that should have been known before the sale has been concealed, the seller may be held liable.

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Buyer's Obligations

The buyer's primary obligation is to pay the purchase price.

In addition, the buyer;

• To receive the goods,
• To act in accordance with the agreed terms,
• To conduct the necessary investigations

is in this situation.

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What does "Delivery" mean in a sales contract?

One of the most important aspects of a sales contract is delivery.

It is not enough for the seller to simply "say they will deliver the goods." The sold item must be physically or legally delivered to the buyer.

Delivery method may vary depending on the subject of the sale.

For example:

• In the case of movable goods, actual delivery,
• Notary procedures for vehicles,
• Title deed procedures for real estate

It is important.

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What is a defective product? What are the buyer's rights?

One of the most common problems in sales contracts is the delivery of defective goods.

A defect is a situation where a sold item does not possess the characteristics agreed upon between the parties or does not fulfill its intended purpose.

For example;

• A phone sold as brand new turns out to be defective
• The purchased vehicle has a hidden engine problem,
• The machine that was purchased is not working,

This could be an example of a defective product issue.

Depending on the nature of the defect, the buyer may have various rights.

These include:

• Requesting a discount on the sale price,
• Request free repair
• Requesting an exchange of the item,
• Cancellation of contract

Such rights may exist.

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What is a Hidden Defect in a Sales Contract?

Some problems are not noticed at the time of delivery.

For example;

• Engine failure that occurs after use,
• The structural problem of the building was discovered later,
• Manufacturing defect that appears in the product over time

It could be considered a hidden flaw.

Therefore, it is important to carefully examine the characteristics of the goods being purchased, especially in high-value transactions.

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What should be considered when selling a house or land?

Real estate sales are among the highest-value transactions in daily life.

When buying a house or land;

• Land registry records should be examined
• Mortgage and foreclosure situations should be investigated
• The legal status of the property should be checked
• The terms of sale must be clearly defined.

In real estate sales, official procedures must be completed at the land registry office for the transfer of ownership.

A simple written agreement between the parties alone does not always guarantee the transfer of ownership.

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Rights in Online Sales

Today, many sales transactions take place online.

Consumers also have certain rights when shopping online.

Especially;

• Distance selling contracts,
• Right of withdrawal,
• Liability for defective products

Issues such as these are important.

Even if the purchase is made online, both the seller and the buyer retain certain legal responsibilities.

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Is a sales contract required to be in writing?

Not all sales contracts require written form.

For example, verbal sales can be made during daily shopping.

However, the law requires specific formal requirements for certain types of sales.

Especially;

• Real estate sales,
• Transfer of specific rights,
• Special regulated transactions

Formal requirements must be met.

In high-value sales, a written contract is important to protect the rights of both parties.

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Can a sales contract be cancelled?

Termination or cancellation of a sales contract is not possible in all cases.

However;

• Breach of contract by one of the parties,
• Delivery of defective goods,
• The presence of deception or impaired will,
• Special circumstances arising from the law

In situations like these, legal avenues may be considered.

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Things to Consider When Drafting a Sales Contract

To avoid future problems in the sales process, the following points should be considered:

• The goods being sold must be clearly indicated.
• Payment terms should be in writing.
• A delivery date must be set.
• The current condition of the goods should be described.
• Faults should not be hidden, if they exist.
• The parties' identity and contact information must be written correctly.
• Legal oversight is required for high-value sales.

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Conclusion

A sales contract is one of the most frequently used types of contracts in daily life. This contract, which enables the transfer of a good or right in exchange for a specific price, creates significant rights and responsibilities for both the buyer and the seller.

Especially in the sale of vehicles, houses, land, or high-value assets, it is crucial to prepare a contract that clearly defines the rights of both parties, rather than relying solely on verbal agreement.

A small mistake made during a sale can lead to serious legal disputes later on. Therefore, acting in accordance with legal requirements during sales transactions and seeking expert legal support when necessary can prevent loss of rights.

 

Supreme Court Decisions on Sales Contracts:

13th Civil Chamber, Case No. 2016/23460 E., Decision No. 2019/3603 K.

"Case Law Text"

COURT: Civil Court of First Instance

The case file was examined and considered after the plaintiff's lawyer appealed within the prescribed time limit against the judgment dismissing the case for the reasons stated in the ruling, following the trial of the appeal against the annulment of the objection between the parties.

DECISION

The plaintiff stated that he was engaged in the real estate brokerage business and that, according to the contract signed with the defendant on August 20, 2013, he was to purchase the property owned by the defendant sale a contract has been signed regarding this matter, the buyer has been identified according to the contract, the contract has been concluded, and according to article 3 of the contract.. sales It was agreed that a commission of 3% of the price would be paid to the real estate agent sale The plaintiff alleges that the defendant failed to pay the 47,400 TL real estate brokerage fee owed despite the transaction taking place on 04/09/2013, and that the defendant unjustly objected to the enforcement proceedings initiated as a result. Therefore, the plaintiff requests that the objection be dismissed, the proceedings continue, and the defendant be ordered to pay 20% enforcement denial compensation.
The defendant requested the dismissal of the case.
The court dismissed the case, rejecting the defendant's claim for compensation as the conditions for such a claim were not met; the plaintiff appealed the judgment.
The plaintiff claims that the document dated 20.08.2013, which is the subject of the enforcement proceedings, is:Sales contractAccording to the contract titled "...", the plaintiff claimed that he was owed a commission fee from the defendant; the defendant argued that he did not receive such a service from the plaintiff, that the plaintiff signed the contract as a witness, and that the case should be dismissed; the court, however, determined that the plaintiff's basis for the enforcement proceedings was.. sales contract that the plaintiff's name appears as a witness in this contract and that the plaintiff signed the document in his capacity as a witness, and that this document.. sales contract and commission contract It is not of a legal nature, as it is seen that the document was stamped at the top and signed by a witness at the bottom, thus the contract is not valid for the commission contract The case was dismissed on the grounds that it was not properly prepared. However, the subject of the case is the document dated 20.08.2013, "Sales contractUpon examination of the contract titled "...", it is observed that although the plaintiff's signature is present as a witness, the commission agent's stamp is also affixed, and the plaintiff's signature is also present. Article 3 of the contract regulates the commission agent's receivables, thus indicating the commission agent's role contract It was assessed that the contract contains these elements and is therefore valid. Therefore, the court ruled that the contract dated 20.08.2013 is validSales contractthe commission of the agreement titled " contract While the matter should have been assessed and a decision made accordingly, the erroneous assessment and the resulting written judgment are contrary to procedure and law, and warrant reversal.
CONCLUSION: For the reasons explained above, the judgment is REVERSED in favor of the plaintiff, the advance court fee shall be refunded upon request, and pursuant to Article 440/I of the Code of Civil Procedure, the right to appeal the decision within 15 days from the date of notification remains open. The decision was made unanimously on 20/03/2019.

14th Civil Chamber, Case No. 2021/474 E., Decision No. 2021/1706 K.

"Case Law Text"

14th Law Chamber

COURT: Civil Court of First Instance

With the petition filed by the plaintiffs' attorney against the defendants on March 7, 2014 sales promise to the contract Following the hearing held on the request for cancellation and registration of title deeds, the plaintiffs' attorney requested that the Supreme Court review the judgment dated June 1, 2016, which dismissed the case. After deciding to accept the appeal petition, which was found to be filed within the time limit, the file and all the documents contained therein were examined and the necessary considerations were made:
DECISION
The plaintiff's attorney stated that the field registered under parcel number 373 in ... province, ... district, ... village, is currently registered in the name of the original deceased, ..., that after the death of ..., the heirs divided their respective shares on the ground and have been using them until today, and that some heirs have registered their shares as immovable property sales promise contract They transferred their shares, the deceased's wife sold her share to ... through a notarized deed, and ... transferred 8 acres each of the remaining shares to ... through another notarized deed, and ... again through a notarized deed.. sales promise contract ... sold 6,000 m² to ..., ... then sold the share to ... with a notarized deed, ... sold 2,000 m² of land to ... through a notary public regarding inheritance, ... was the ancestor of some of the plaintiffs, ... sold the remaining 2,000 m² share to ... with a notarized deed, therefore ...'s share does not remain in the land registry, real estate sales promise contract with the defendants sales The plaintiffs requested the cancellation of their shares in the promissory notes and their registration in the plaintiffs' names.
The defendant's attorney, in the response brief, stated: sale that at the time it was made, ... was not an heir, that the 10-year statute of limitations had expired, and that the transaction was made to .. sale The defendant argued for the dismissal of the case, stating that it was invalid and that his client was illiterate.
The defendants, …, …, …, stated in their testimonies during the trial that they wanted the shares to be distributed equally and that the plaintiffs were using a portion of the property.
The court dismissed the case.
The judgment was appealed by the plaintiffs' attorney.
Sales promise from the contract The first criterion to be considered for the acceptance of lawsuits for the cancellation and registration of title deeds arising from joint ownership is whether the contract is capable of being performed. If one of the co-owners of a jointly owned property promises to sell their inheritance share to a person outside the joint ownership, the contract is valid as a commitment transaction. However, the possibility of performance of the contract cannot be considered until the joint ownership is dissolved. However, if the real estate is sold between co-owners of a joint ownership.. sales promise contract If done, provided the partnership is not disrupted, the seller's joint venture partner's share is added to the buyer's joint venture partner's share sales promise contract It is possible to perform it.
Regarding the specific case; the court determined that the property in question is subject to co-ownership provisions, and the shares in the property.. sales Although the court ruled that the contract, which was drawn up based on a promise, is legally valid, that its performance is not possible without its conversion into joint ownership, and therefore the present lawsuit was filed prematurely, and that there was no possibility of performance and no claimable debt as of the date of the lawsuit, thus dismissing the lawsuit on procedural grounds due to the lack of a prerequisite for filing a lawsuit, the decision is contrary to procedure and law because it was given as a result of an erroneous assessment.
Namely;
1- Made on 23.01.1963 sales promise contract the parties and the ancestor of the deceased ... his wife ... and his sons ..
2- Made on 01.04.1992 sales promise contract the parties are the daughters of … and …
3- Made on 27.11.1963 sales promise contract the parties and the ancestor of the deceased … his wife … and his daughter …
4- Made on 16.03.1978 sales promise contract It has been determined that the parties to the contract and the lawsuit are the daughter of the deceased, Z., and the wife of the deceased, and that these individuals, who are also parties to the contract and the lawsuit, are the heirs of the deceased according to the inheritance certificate numbered 2014/316 and 2014/682 of the Aydın 1st Civil Court of Peace; therefore, due to the existence of a contract between the co-owners of the joint ownership, the real estate.. sales promise contract Performance is possible.
In this case, while the court should have examined the merits of the case and evaluated the evidence presented by both parties before rendering a decision, the court erroneously dismissed the case based on a written judgment, which is deemed incorrect. Therefore, the judgment must be overturned.
CONCLUSION: For the reasons explained above, the appellant's appeal is accepted, the judgment is REVERSED, the advance court fees paid are to be returned to those who paid them, and the right to request a correction of the decision is open within 15 days from the date of notification of the decision. This decision was made unanimously on March 11, 2021.