Review of Standard Terms and Conditions

Legal Article · 12 November 2026
Av. Thomas Andreas Di Constantinople

Standard terms are provisions one party prepares alone in advance for use in numerous similar future contracts and presents to the other. Under Article 20 of the Turkish Code of Obligations, their location in the main text or annex is not decisive. Stating that terms were read and negotiated does not alone prove individual discussion of every provision.

Adverse terms can become part of the contract only if their existence is clearly disclosed, an opportunity to learn their content is provided, and they are accepted. Without the conditions in Article 21 of the Turkish Code of Obligations, they are treated as unwritten. The same consequence applies to provisions alien to the contract's nature and transaction's characteristics.

Review is not limited to incorporation. Unclear or ambiguous provisions are interpreted against the drafter. Clauses allowing unilateral variation adverse to the other party may be treated as unwritten under Article 24 of the Turkish Code of Obligations. Article 25 restricts provisions worsening the other party's position contrary to good faith.

A term being treated as unwritten generally does not eliminate the remainder of the contract. The disputed term must first be identified, followed by separate incorporation, interpretation, and content reviews. Invalidity of the entire contract cannot be inferred automatically.

Legal Basis: Turkish Code of Obligations No. 6098, Articles 20–25. Official legislative text.

This article has been prepared for general legal information purposes.