Garment Manufacturing Agreement: Clauses and Sample Wording for Turkey

What does Turkish law say if nothing is written?

Contracts are not bound to any form unless the law provides otherwise (TBK Art. 12, Turkish text), so an agreement made by phone or message is still a contract; the problem is proof and gaps. A person who receives a letter confirming an oral agreement and does not object within eight days is deemed to accept it (TTK Art. 21/3), so confirming orders by email helps, though it does not replace a contract. The 15th Civil Chamber of the Court of Cassation (Yargıtay) has treated contract sewing in which the client supplied the fabric as a contract for work, “eser sözleşmesi” in Turkish (decisions 2018/3366 K. and 2019/1255 K.); your lawyer decides which provisions apply to your relationship. The default rules on duty of care, defect notice and withdrawal are in our contract garment manufacturing guide; the table adds the other defaults a contract has to complete.

Standard terms: if you use a template

A text you prepare alone, in advance, for use in many similar contracts and present to the other side can count as standard terms, “genel işlem koşulları” in Turkish (TBK Art. 20). Standard terms that work against the other side are treated as unwritten if that side was not clearly informed of them, could not learn their content, or did not accept them (Art. 21), and unclear terms are read against the party who drafted them (Art. 23); a note saying “accepted after negotiation” does not by itself remove their character (Art. 20/3). Tekstil Rehberi recommends a common framework text, with the price, lead time, penalty and acceptance clauses negotiated with each workshop and recorded in writing. The same definition can apply to terms a workshop sends you, so have your lawyer read them.

Garment manufacturing agreement: nine clauses with sample wording

The samples are short skeletons; square brackets are the places you fill in. We recommend no rates, day counts or amounts, because they depend on the product, the workshop and the negotiation. The lawyers of both parties should review them.

1. Parties, scope and order form

Write each party's trade name, tax number, address and authorized signatory. If both parties are merchants, notices of default, termination and withdrawal must be made by notary, registered letter, telegram or registered electronic mail (KEP) sent with a secure electronic signature (TTK Art. 18/3), so add KEP and service addresses. Whether the workshop is a merchant (“tacir”) or a tradesman (“esnaf”) also matters: several rules here (TTK Arts. 18/3 and 22, HMK Art. 17) apply only to merchants, and TTK Art. 15 defines tradesmen separately. In the scope, show item by item which stages are contracted out and who supplies what (fabric, lining, interlining, trims, thread, labels, hangers, packaging). Tekstil Rehberi recommends a framework agreement plus an order form for each order giving model, quantity, breakdown, unit price, lead time and tech pack version.

Clause 1 – Scope. [Brand name] (“Brand”) has [Workshop name] (“Workshop”) perform [cutting / sewing / pressing and packing] for the model, quantity and size-color breakdown stated in the attached order form (Annex 1). Fabric and [lining, interlining, labels, packaging] are supplied by the Brand; [sewing thread] is supplied by the Workshop. The items included in the price are listed one by one in Annex 1.

2. Material delivery, fabric account and wastage

If the client supplies the material, the contractor must use it with care, account for it and return what is left (TBK Art. 472/2), and must immediately notify defective material or any circumstance endangering the work (Art. 472/3). The law gives no wastage percentage; it varies with fabric, print or pattern, marker and style, so write it before cutting. Cover dispatch and counting, the incoming check and its notification period, the fabric account (received, cut, wastage, leftover) and its deadline after cutting, and the return of leftovers. Because damage to material destroyed by an unforeseeable event falls on whoever supplied it (Art. 483), also write the workshop's storage and insurance duties when you supply the fabric; the workshop's own fault is assessed separately.

Clause 2 – Material. The Brand delivers the material under a dispatch note by [roll / meter / kg]. The Workshop counts and checks it within [..] business days and notifies missing or defective material in writing within the same period. After cutting, the Workshop gives a written account showing fabric received, cut, wastage and leftover within [..] business days. The accepted wastage is limited to [percentage / the consumption table in Annex 2]; leftover fabric and pieces are returned to the Brand.

3. Sample, pre-production approval and changes

The approved sample is the reference for production. Write who gives the approval, through which channel and on what date, and whether the sample is charged; bulk production should not start without an approved sample and pre-production (PP) approval (for the sample stages, see types of garment samples). Most disputes arise from changes after approval, so make it a rule that any change to the model, quantity, size breakdown or lead time is made only in writing, with its effect on price and time stated in the same document.

4. Lead time, late-delivery penalty and force majeure

State what the lead time means: ready for dispatch at the workshop, or arrival at the brand's warehouse? If the brand supplies the fabric, say the lead time depends on the date the fabric reaches the workshop and extends by the same period if fabric or approval is late; for the workshop this is the most important line.

The parties set the penalty freely (TBK Art. 182/1), and an agreed penalty can be claimed even if no loss arose (Art. 180/1). A court reduces a penalty found excessive on its own motion (Art. 182/3), but a debtor who is a merchant cannot ask for a reduction on that ground (TTK Art. 22); TTK Art. 15 extends only Articles 20 and 53 of the Code (and TMK Art. 950/2) to tradesmen, so ask your lawyer whether the workshop counts as a merchant or a tradesman. A creditor who accepts late performance without reservation may lose the right to the penalty (TBK Art. 179/2): write “right to late-delivery penalty is reserved” on the delivery record. Define force majeure (for example earthquake, fire, official ban), the notice period and the extension.

Clause 4 – Lead time and delay. The delivery date is stated in the order form; delivery means the moment the goods are [ready for dispatch at the Workshop / arrive at the Brand's warehouse]. If the Brand does not give the fabric, trims or approval by the date in the form, the delivery date extends by the same period. If the Workshop passes the delivery date, the Brand may claim a late-delivery penalty of [percentage] of the contract-work price of the delayed goods for each [day] of delay, up to [cap]. A party affected by force majeure notifies the other party in writing within [..] days.

5. Quality, acceptance and defect notice

The acceptance standard is the approved sample, the tech pack and the measurement tolerances. If AQL will be used, state the level, the AQL value, the defect classes, the accept and reject numbers and who does the sampling (see AQL inspection for garments); for outside inspection, see the quality control firms page. A client who does not inspect the work promptly after delivery and notify defects within a suitable period is deemed to have accepted it (TBK Arts. 474, 477). “Suitable period” does not give a number of days, so write the days yourself. Also set rework, sorting or price reduction on rejection, who bears the cost and the new delivery date.

In full-package jobs, where the workshop supplies the fabric, a contractor who supplies the material is liable for its defects like a seller (Art. 472/1). Whether full package counts as a contract for work or a sale is not discussed here; if it counts as a sale, TTK Art. 23/1-c requires merchants to notify an obvious defect within two days of delivery and any other defect within eight days after delivery. Inspect at delivery in full-package jobs and set the period with your lawyer.

Clause 5 – Quality and acceptance. The goods shall conform to the approved sample, the tech pack and the measurement tolerances in Annex 3. The Brand inspects within [..] business days after delivery using [AQL plan: level / AQL value / defect classes] and notifies findings in writing with photographs. Goods not accepted are reworked within [..] business days [at the Workshop's cost]; the Workshop may object in writing to the findings and request a second inspection.

6. Price, payment, invoice and VAT

State the unit price excluding VAT with its scope (cutting, thread, label attaching, pressing and packing, cartons, freight); for the items a quote may include or leave out, see CMT cost per T-shirt in Turkey. This guide gives no price figures, because price varies with quantity, style and fabric. State the currency; if it is not TL, also state which exchange rate and which date apply to invoicing.

The statutory default is payment on delivery of the work (TBK Art. 479), so regulate advances and interim payments by contract. As of the date of this article, under TTK Art. 1530/5 the payment period in supplies of goods and services between commercial enterprises is at most 60 days from the invoice or from acceptance. A longer period may be agreed expressly, but not if the creditor is an SME (or the debtor is a large enterprise), in which case 60 days is the limit. With no written term, default arises without notice 30 days after the invoice is received (Art. 1530/4). If the agreement sets no interest rate, the Central Bank announces one every January (Art. 1530/7): its Communiqué of January 2, 2026 (Official Gazette No. 33125) set 43.00% per year from January 1, 2026, with a minimum compensation amount (“asgari giderim”) of TL 2,020. Whether these rules and that rate apply to a foreign buyer or to a payment in foreign currency is a question for your lawyer. Someone who receives an invoice and does not object within eight days is deemed to accept its content (TTK Art. 21/2).

As of the date of this article, the Turkish VAT General Implementation Communiqué (section I/C-2.1.3.2.7) places contract textile and clothing work under partial withholding, applied by the buyer groups it lists. Write down whether withholding applies and what the invoice will carry; whether a foreign buyer is affected is a question for the workshop's accountant, and where the workshop supplies the fabric the tax nature of the work needs separate assessment. This guide is not tax advice.

Clause 6 – Price and payment. The unit price is [amount, currency] excluding VAT and covers the items in Annex 1. [If the price is not in TL: invoices are issued at the [source] rate of [date].] VAT and withholding apply under the legislation in force on the invoice date. [Percentage] of the price is paid as an advance on order confirmation and the balance within [..] days of the acceptance record; the amount not in dispute is paid. Amounts not paid when due bear default interest at [rate / the rate set by legislation].

7. Subcontracting and the workshop's employees

The law says a contractor may have the work done by someone else if its personal qualities do not matter (TBK Art. 471/3); if the agreement is silent, subcontracting causes disputes. If you allow it, write: written approval, the subcontractor's name, which stage it covers, responsibility staying with the main workshop, and audit access. If you forbid it, write the consequence of a breach. For first screening questions, see how to choose a CMT workshop in Turkey.

Social security registration, workplace safety and child labor are duties of the workshop as an employer: it must notify insured employees to the Social Security Institution before they start work (Law No. 5510 Art. 8) and ensure their occupational health and safety (Law No. 6331 Art. 4), and employing children who have not completed age 15 is prohibited except for narrow exceptions (Labor Law Art. 71). Tekstil Rehberi recommends asking for the registration and premium payment documents and putting a ban on undeclared employment into the agreement. Labor Law Art. 2 makes a principal employer jointly liable to a subcontractor's employees, but it rests on a definition of subcontracting that depends on the facts and is not assessed here; if you are concerned, ask an employment lawyer. If your own customers require a social compliance audit, see BSCI audit in Turkey.

8. Confidentiality, model rights and overproduction

The tech pack, patterns, designs, samples and labels are the brand's work product. Write that they are used only for this order, shown to no third party and never used for another brand's goods; that they are returned, or destroyed under a record, when the job ends; that nothing above the ordered quantity is produced; and that rejects, seconds and leftover goods, labels and parts are counted and delivered or destroyed, never sold. The law protects somewhat but does not replace explicit wording: TTK Art. 55/1-c-1 lists unauthorized use of a work product entrusted to someone, and Art. 55/1-d the unlawful disclosure of production and trade secrets, as unfair competition (remedies in Art. 56). A contractual penalty for breach (TBK Arts. 179-182) lightens the burden of proving loss (Art. 180/1).

Clause 8 – Confidentiality and overproduction. The tech pack, patterns, designs, samples and labels belong to the Brand; they are used only for work under this agreement, shown to no third party and not used for any other brand. No quantity above the order may be produced. Rejects, seconds and leftover goods, labels and parts are counted and delivered to the Brand or, on the Brand's written instruction, destroyed under a record; they may not be sold. The obligation continues for [..] years after the agreement ends. In case of breach the Workshop pays a contractual penalty of [amount / calculation method].

9. Termination, cancellation, disputes and final provisions

Write the grounds for termination (delay beyond a set day, unacceptable quality, non-payment, breach of the subcontracting or confidentiality rules, breach of social security and safety duties) and the consequences (return of material, semi-finished goods, patterns and tech packs, and an account of the work done). Order cancellation is separate: the client may terminate before the work is finished, but only on paying for the part done and compensating the contractor's losses (TBK Art. 484), so tie the cancellation fee to a formula in advance (cut pieces, prepared material, reserved capacity).

Merchants may agree on the competent court by contract: the agreement must be in writing, the legal relationship specified or specifiable, and the court named (HMK Arts. 17, 18/2). Whether you want a Turkish court at all, or another forum such as arbitration, is a question for you and your lawyer. For commercial lawsuits over money claims, compensation, annulment of an objection to enforcement proceedings, negative declaratory actions and restitution, applying to a mediator first is a prerequisite for the lawsuit (TTK Art. 5/A). Also settle copies, entry into force, annexes and written amendment, and ask your accountant whether the agreement is subject to stamp duty (“damga vergisi”) and who pays it.

Clause 9 – Notices and disputes. The parties have stated their service and KEP addresses in the agreement heading; notices of default and termination are made to these addresses by the methods listed in TTK Art. 18/3. In a dispute the parties first meet in writing within [..] days; if it is not resolved, the courts and enforcement offices of [city] are competent. The agreement may be amended only by a written document signed by both parties' authorized signatories.

Brand and workshop read the same clause differently

A one-sided text is weak in both negotiation and dispute; knowing each party's priority moves the text toward balance.

Checklist before you sign

1. Are trade names, tax numbers, addresses, KEP addresses and signatories correct?
2. Is there an order form for every order (model, quantity, breakdown, unit price, lead time, tech pack version)?
3. Is it written who supplies what and what the price includes?
4. Are the incoming check, fabric account, wastage limit, return of leftovers, storage and insurance settled?
5. Are there an approved sample, an approval authority and a change procedure?
6. Are the lead-time definition, the extension for late fabric, the penalty (rate, start day, cap) and force majeure written?
7. Are the acceptance standard, AQL, defect classes, inspection and objection periods and the rejection procedure written?
8. Is the price exclusive of VAT; are currency, rate date, withholding and invoice form settled with an accountant; are advance, term and interest written?
9. Are the subcontracting permission and the social security and safety documents settled?
10. Are confidentiality, return of tech packs and patterns, overproduction and the ban on selling seconds written?
11. Are the termination grounds, cancellation fee, competent court, copies, entry into force and stamp duty settled?
12. Has a lawyer qualified in Turkish law reviewed the text, and an accountant the tax clauses?

Next steps

Screen the workshop against criteria and compare quotes on the same scope before the agreement; the agreement records the outcome. See our guides on how to choose a CMT workshop in Turkey and on CMT cost per T-shirt in Turkey, and browse firms that do contract sewing on the CMT sewing workshops page; verify each firm yourself. This guide outlines how to write the agreement in general terms; ask a lawyer about your own agreement and an accountant about its tax effect. Legislation and Central Bank rates change; check the current texts and rates before signing.