Commercial LawWhat is an Invoice? Invoice Objection Period and Procedure

Invoice is one of the most basic and frequently used documents of commercial life. According to the Tax Procedure Law, it is a commercial document issued by the merchant who sells the goods or does the work in order to show the amount owed by the customer in return for the goods sold or the work done. The invoice is not only a tax document, but also a means of proof that has important legal consequences under the Turkish Commercial Code (TCC). In particular, the fact that the party receiving the invoice does not object to the content of the invoice within a certain period of time constitutes a strong presumption of acceptance. Therefore, it is of vital importance for both the invoice issuer and the invoice recipient to know the legal period and procedure for objecting to the invoice in order to prevent loss of rights. In this article, we will examine in detail the legal nature of the invoice, the 8-day objection period regulated under the TCC and the legal consequences of non-compliance with this period.

Legal Nature and Proof Power of Invoice: An invoice alone does not prove the existence of a contractual relationship between the parties or the existence of a debt. An invoice is a document related to the performance phase of a previously established contract (sale, service, work, etc.). That is, it shows that a good has been delivered or a service has been rendered pursuant to a contract and that a certain price has been demanded in return. In order for an invoice to be evidence in a lawsuit, firstly, the existence of a legal relationship (contract, order, etc.) between the parties that constitutes the basis of the invoice must be proven. Once this relationship is proven, the invoice plays an important role in proving the price claimed within the scope of that relationship.

Objection to the Invoice and 8-Day Period (Art. 21/2 of the TCC): Paragraph 2 of Article 21 of the TCC introduces an important regulation on objection to the invoice, in line with the need for speed and trust in commercial life:

This provision creates an “ordinary presumption”. In other words, if the person who receives the invoice does not object to the content of the invoice (e.g. type of goods, quantity, unit price, total price, maturity date) within eight days from the date the invoice is notified to him, he is deemed to have accepted this content.

Commencement and calculation of the objection period:

• The period starts from the date of receipt (notification) of the invoice to the addressee. The date of receipt of the invoice, not the date of issue, is essential.
• The eight-day period is a calendar day, not a working day. If the last day of the period falls on a holiday, the period is extended until the end of the first working day.

Legal Consequences of Failure to Object:

• Acceptance of the Content of the Invoice: Only the content of the invoice that is not objected within the time limit is deemed to be accepted. In other words, it is assumed that there is no longer any dispute about the type, quantity and price of the goods written on the invoice.
• Does Not Prove the Existence of a Contract: This presumption does not mean that there is a contractual relationship between the parties. If there has never been a contract between the parties, the fact that you have not objected to an invoice sent to you within 8 days does not make you liable for that invoice. In a lawsuit, the party sending the invoice must first prove the underlying debt relationship between you.
• Reverses the Burden of Proof: Normally, the burden of proof is on the creditor to prove the quantity and price of the goods sold, but in the case of an invoice that is not challenged within 8 days, the burden of proof shifts. Now, the debtor who claims that the content of the invoice is incorrect must prove this claim. This puts the debtor in a very difficult situation.

How to Object to the Invoice? There is no regulation on the form of objection in the law. However, since the objector will have the burden of proving that the objection was made in due time and in accordance with the procedure in a possible lawsuit, it is critical to make the objection in writing and in a way that has a high proof power:

1. Notary Notification: It is the safest and most provable method.
2. Registered Letter with Return Receipt: It is an effective method to prove the date of notification.
3. Registered Electronic Mail (REM): If the parties use KEP, this is also a legally valid and secure way of objection.
4. E-mail or Fax: It is valid as long as it can be proved that the other party received the e-mail or fax, but its proof power is weaker than the other methods. In the text of the objection, the date and number of the invoice objected to and the reasons for the objection (incorrect price, missing quantity, non-delivery of the goods, etc.) should be clearly and clearly stated.

Closed Invoice and Open Invoice Distinction:

• Closed Invoice: Stamping and signing the bottom of the invoice means that the invoice price is paid in advance. In this case, there is a presumption that the price has been paid, and the seller who claims otherwise (i.e. says that he has not received payment) must prove it.
• Open Invoice: Stamping and signing the top of the invoice indicates that the invoice price has been sold on credit (on credit) and has not yet been paid.

Although the objection to the invoice may seem like a simple transaction in commercial life, it has extremely important legal consequences due to the 8-day grace period. As a merchant, you should carefully examine every invoice you receive and when you detect any errors or discrepancies in its content, you should immediately notify the other party of your objection by a way with high proof power without missing the 8-day period. Failure to take this simple but important step may cause you to have to pay an amount that you do not actually owe or owe less in a future lawsuit. Likewise, as a creditor, following whether the invoices you have issued are objected to by the other party in due time will strengthen your hand in proving your receivable.