Reviewing the Invoice Together with the Underlying Commercial Relationship
An invoice is an important commercial document issued in return for goods sold, work performed or a benefit provided within a commercial enterprise. As a rule, however, an invoice is not assessed independently of the contract and the performance that gave rise to it. Whether a contract or an actual commercial relationship was previously established between the parties, whether an order was placed, the delivery of the goods or the performance of the service, and the quantity, unit price, due date and payment terms must be determined separately.
In an invoice dispute, the following in particular:
- The written contract, offer and order form
- The previous commercial practice of the parties
- The date the invoice was issued and sent
- The record showing that the invoice reached the buyer
- Waybill, delivery, transport and warehouse records
- Service acceptance, completion or progress payment documents
- Quantity, amount, discount, tax and due date entries on the invoice
- Return, price difference and exchange rate difference invoices
- Payment, advance, offsetting and set-off transactions
- Commercial books and current account records
- E-mail, KEP and corporate system correspondence
- The scope of the objection and the way it was delivered to the other party
are assessed together. The mere fact that an invoice has been issued does not, by itself, prove in every case that the goods on the invoice were delivered or that the service was performed in accordance with the contract. On the other hand, the recording of the invoice in the other party’s commercial books, its partial payment, its confirmation by delivery documents or its acceptance in later correspondence may carry weight together with the other evidence.
Objection to an Invoice and the Legal Effect of the Eight-Day Period
Under the Turkish Commercial Code, a person who receives an invoice and does not object to its content within eight days of the date of receipt is deemed to have accepted that content. For the period to apply, the date on which the invoice was received must be determinable. Physical delivery records, KEP messages, e-Invoice system records, corporate e-mail and other electronic notification data may be important in this review.
In assessing the consequences of the eight-day period, the following distinctions must be kept in mind:
- As a rule, the objection period is assessed from the date the invoice was received, not from the date it was issued.
- Failing to object in time may give rise to a statutory presumption as to the content of the invoice; this presumption is not absolute and may be rebutted by proof to the contrary.
- Remaining silent about an invoice does not, by itself, create a contract that was never formed between the parties.
- Delivery of the goods or actual performance of the service must still be proved where necessary.
- Whether the invoice contains new terms, a contractual penalty or a due date surcharge that differ from the existing contract is assessed separately.
- An objection made after the period has expired does not become entirely worthless in the dispute; however, it may have consequences for the burden of proof and the statutory presumption.
- An objection may be made to only a part of the invoice, to the quantity, the amount, the due date or the nature of the performance.
- The scope and proof of a “rejection” or “application response” in the e-Invoice system, and of an invoice objection within the meaning of the Turkish Commercial Code, must be reviewed separately according to the specific system and transaction.
For the security of proof, it is important that the objection be made by notary, KEP, registered mail with return receipt, a notice bearing a secure electronic signature or another method whose delivery to the other party can be proved, and that the number, date and amount of the invoice objected to and the grounds of the objection be stated clearly.
Distinguishing a Confirmation Letter from a Reconciliation Letter
A confirmation letter sent to verify the content of a contract concluded, or statements made, by telephone, electronic means of communication or orally is specifically regulated in the Turkish Commercial Code. If the recipient of a confirmation letter does not object within eight days of the date of receipt, this may carry the statutory consequence that the letter is deemed consistent with the earlier contract or statement.
In assessing a confirmation letter:
- Whether a contract had previously been concluded or a statement made
- Whether the letter is a new offer or a confirmation of an earlier agreement
- The authority of the sender and the recipient to represent
- The dates the document was sent and received
- The period, content and proof of delivery of the objection
- Whether the letter changes the price, quantity, due date, delivery or jurisdiction terms
- KEP, secure electronic signature, corporate e-mail and system records
- The actual practice of the parties after the confirmation letter
are examined. A confirmation letter serves to verify the content of a contract or an earlier statement; it is not the same document as a reconciliation letter that compares accounting balances at the end of a period. Nor does a letter by which one party unilaterally adds new obligations become binding in its entirety merely because it bears the title “confirmation.”
Proof of Delivery of Goods and Performance of Services
An invoice and a commercial book entry do not, in every case, show by themselves that the core obligation was performed. An allegation that goods were delivered or a service was performed must be supported by objective records appropriate to the nature of the work.
The main means of proof:
- Dispatch and transport waybills
- A signed delivery record
- Warehouse entry and exit records
- Cargo and logistics records
- Vehicle tracking and delivery location data
- Order and purchase approval
- Service acceptance or work completion record
- Progress payment, quantity survey and site records
- User account, access and system records
- Photographs, videos and time-stamped digital records
- E-mail, KEP and corporate messaging records
- Records of third parties or subcontractors
- Subsequent sale, use or consumption records
Whose signature appears on the delivery document, and whether the signatory was authorized to accept delivery, must also be examined. Acceptance of the goods does not mean that all defenses concerning quantity, quality, defects or conformity with the contract have fallen away.
How Do We Prepare an Invoice Objection for the File?
We review together which item the objection is directed at, how and when the invoice was received, the earlier contract and the delivery documents. In determining the method and scope of the notice, we distinguish whether the whole debt or a specific amount is in dispute.
Which date matters in calculating the period?
The eight days in TTK Art. 21/2 are tied to the receipt of the invoice. For a confirmation letter as well, the date of receipt matters under Art. 21/3. Record the dates of issue, dispatch, arrival in the system and reading separately. The calculation of the period and the specific method of notice must be assessed on the basis of the document.
Does a return invoice replace every objection?
Issuing a return invoice and delivering a legal objection to the other party are not the same act. The reason for the return, whether the goods were actually sent back, the content of the notice and the evidence of its receipt are examined together. Notices concerning defective or incomplete performance are also not reduced to a mere invoice objection.
Writing new terms on the invoice
The presence on an invoice of a due date surcharge, contractual penalty or jurisdiction clause that was not agreed in advance does not mean that these become contract terms in every case. The underlying agreement and later conduct of acceptance are assessed separately.