Legal Qualification and Implications of an Invoice under Turkish Law
Legal Qualification and Implications of an Invoice under Turkish Law
Invoice is defined under Turkish law as a commercial document issued by a merchant in order to show the amount payable by the customer in exchange for the goods sold or services provided by the merchant. An invoice contains the quantity, characteristics, price and relevant matters concerning the goods sold or services provided.
Issuance and receipt of an invoice has significant implications for the parties. The provisions regarding the invoice are regulated in Article 21 of the Turkish Commercial Code (“TCC“). According to the Article 21 of the Turkish Commercial Code, the customer may request an invoice from the merchant who has sold or produced goods, provided a service or benefit for his/her commercial enterprise. If the other party has paid this price, he/she may request that it be shown on the invoice.
As stated in Article 21 of the TCC, the recipient of an invoice is entitled to object to the contents of an invoice in 8 days. Otherwise, it is presumed that the recipient accepts the contents of the invoice. If the recipient wants to rebut such presumption later, he/she can only do so with other written documents.
Making such a presumption however is subject to the following conditions.
- Both parties of the invoice, the issuer and the recipient must be merchants. Under Turkish law, commercial companies and certain natural persons owning and operating a commercial enterprise are classified as merchants and they are subject to a different legal regime than other persons (g., consumers).
- There must be an agreement between the parties of an invoice. Without a valid agreement between the parties, the recipient would not be obligated to pay the amount stated in an invoice even if he/she fails to contest such an invoice within the required period.
- An invoice could only be used as proof for the items that can be included in an invoice. These are the items such as quantity, characteristics, and price of the goods sold or services provided. Other clauses included in an invoice that are not customary would not be presumed as accepted by the recipient even if the recipient does not contest the invoice within the required period.
It is important to emphasize that the recipient of an invoice is presumed to have accepted the contents of an invoice (e.g., price and specifications of the services provided) if the recipient does not contest the invoice in 8 days. However, according to the jurisprudence of the Turkish Court of Cassation, failure to contest an invoice is not sufficient to presume that the recipient accepts the fact that “the services are provided or goods are delivered”. In a decision on this subject, the Turkish Court of Cassation states the following: “If no objection is made to the content of the invoice within 8 days, it will be presumed that only the data specified in the invoice are correct. Otherwise, this does not mean that the work or service that caused the invoice to be issued has also been fulfilled. In case of dispute, it must be proven that relevant work or service has been fulfilled.”[1] Therefore, the presence of an uncontested invoice, solely, is not sufficient to prove the fact that the services are provided or the goods are delivered.
On the other hand, according to the Turkish Court of Cassation, if the relevant uncontested invoice is recorded to the commercial register of the recipient it gives rise to the presumption that the services described under the invoice are provided or the goods are delivered[2]. If the recipient wishes to rebut this presumption, he/she must provide written evidence to the contrary.
If an uncontested invoice is not sufficient to prove the fact that the services are provided or the goods are delivered, the issuer of the invoice needs to prove such fact with another means of evidence, e.g., an explicit acceptance by the recipient on the completion of the services or the delivery of goods. As a result, the main implication of a failure to contest an invoice is the creation of presumption that the contents of an invoice are accepted by the recipient. The invoice, solely, might not be sufficient to prove actual completion of the services or the delivery of goods which, however, could be proved by other means of evidence.
Finally, it is important to note that the results of an uncontested invoice would only occur if the invoice were duly delivered to the recipient. Therefore, in case of a dispute, the issuer of the invoice needs to be able to prove the counter- party’s receipt of the invoice.
[1] Court of Cassation 11th Civil Chamber, E.2004/7832, K.2005/4738.
[2] Court of Cassation 11th Civil Chamber, E.2004/7832, K.2005/4738; Court of Cassation 19th Civil Chamber, 15.7.2013, E.2013/7951, K.2013/12822; Court of Cassation 23rd Civil Chamber, 02.11.2015, E.2014/6567, K.2015/6991.
Legal Qualification and Implications of an Invoice under Turkish Law
Invoice is defined under Turkish law as a commercial document issued by a merchant in order to show the amount payable by the customer in exchange for the goods sold or services provided by the merchant. An invoice contains the quantity, characteristics, price and relevant matters concerning the goods sold or services provided.
Issuance and receipt of an invoice has significant implications for the parties. The provisions regarding the invoice are regulated in Article 21 of the Turkish Commercial Code (“TCC“). According to the Article 21 of the Turkish Commercial Code, the customer may request an invoice from the merchant who has sold or produced goods, provided a service or benefit for his/her commercial enterprise. If the other party has paid this price, he/she may request that it be shown on the invoice.
As stated in Article 21 of the TCC, the recipient of an invoice is entitled to object to the contents of an invoice in 8 days. Otherwise, it is presumed that the recipient accepts the contents of the invoice. If the recipient wants to rebut such presumption later, he/she can only do so with other written documents.
Making such a presumption however is subject to the following conditions.
- Both parties of the invoice, the issuer and the recipient must be merchants. Under Turkish law, commercial companies and certain natural persons owning and operating a commercial enterprise are classified as merchants and they are subject to a different legal regime than other persons (g., consumers).
- There must be an agreement between the parties of an invoice. Without a valid agreement between the parties, the recipient would not be obligated to pay the amount stated in an invoice even if he/she fails to contest such an invoice within the required period.
- An invoice could only be used as proof for the items that can be included in an invoice. These are the items such as quantity, characteristics, and price of the goods sold or services provided. Other clauses included in an invoice that are not customary would not be presumed as accepted by the recipient even if the recipient does not contest the invoice within the required period.
It is important to emphasize that the recipient of an invoice is presumed to have accepted the contents of an invoice (e.g., price and specifications of the services provided) if the recipient does not contest the invoice in 8 days. However, according to the jurisprudence of the Turkish Court of Cassation, failure to contest an invoice is not sufficient to presume that the recipient accepts the fact that “the services are provided or goods are delivered”. In a decision on this subject, the Turkish Court of Cassation states the following: “If no objection is made to the content of the invoice within 8 days, it will be presumed that only the data specified in the invoice are correct. Otherwise, this does not mean that the work or service that caused the invoice to be issued has also been fulfilled. In case of dispute, it must be proven that relevant work or service has been fulfilled.”[1] Therefore, the presence of an uncontested invoice, solely, is not sufficient to prove the fact that the services are provided or the goods are delivered.
On the other hand, according to the Turkish Court of Cassation, if the relevant uncontested invoice is recorded to the commercial register of the recipient it gives rise to the presumption that the services described under the invoice are provided or the goods are delivered[2]. If the recipient wishes to rebut this presumption, he/she must provide written evidence to the contrary.
If an uncontested invoice is not sufficient to prove the fact that the services are provided or the goods are delivered, the issuer of the invoice needs to prove such fact with another means of evidence, e.g., an explicit acceptance by the recipient on the completion of the services or the delivery of goods. As a result, the main implication of a failure to contest an invoice is the creation of presumption that the contents of an invoice are accepted by the recipient. The invoice, solely, might not be sufficient to prove actual completion of the services or the delivery of goods which, however, could be proved by other means of evidence.
Finally, it is important to note that the results of an uncontested invoice would only occur if the invoice were duly delivered to the recipient. Therefore, in case of a dispute, the issuer of the invoice needs to be able to prove the counter- party’s receipt of the invoice.
[1] Court of Cassation 11th Civil Chamber, E.2004/7832, K.2005/4738.
[2] Court of Cassation 11th Civil Chamber, E.2004/7832, K.2005/4738; Court of Cassation 19th Civil Chamber, 15.7.2013, E.2013/7951, K.2013/12822; Court of Cassation 23rd Civil Chamber, 02.11.2015, E.2014/6567, K.2015/6991.
