An Invoice Without an Agreed Order in Turkey: Evidence and Objections

At a glance

1. Identify what the supplier says was agreed

Start by asking which transaction the invoice represents. Record the invoice number, issue date, supplier, recipient, description, quantity, price and currency. Identify whether it is a demand for a new order, a recurring subscription, a change to an existing project or an account adjustment. A vague description such as consultancy services does not tell the reviewer what deliverable was promised, who accepted it or when performance became due.

Find the quotation, purchase order, acceptance, contract and subsequent changes. A written signature is not the only possible evidence of agreement in every ordinary commercial transaction. Messages, conduct and the applicable contract rules can matter. Therefore, the absence of the buyer’s standard purchase-order form should not be presented as an automatic defence if an authorised person actually ordered and received the work through another accepted process.

Conversely, a supplier’s internal order number does not establish the customer’s assent merely because it appears on an invoice. Distinguish documents generated by the supplier from communications or conduct attributable to the customer. Put them in chronological order. This makes it possible to examine contract formation rather than argue only about whether one company’s accounts software contains a receivable.

2. Check the parties and the authority of the person who placed the order

Compare the legal names on the quotation, correspondence, contract and invoice. A trading brand and a registered company are not necessarily the same person. A group company that uses the same office address does not automatically owe another group member’s purchase debt. Explain any discrepancy before directing an objection or claim against a convenient but incorrect entity.

Identify the person who communicated acceptance and the capacity in which they acted. An employee’s involvement can range from collecting quotations to having authority to commit the business. Examine the representation rules and the actual communications; do not assume that any person using a company email address could sign every contract. Equally, a business should not deny an authorised order solely because the employee who arranged it later left.

Where a foreign parent company or purchasing agent was involved, separate the agency relationship from the supply contract. Ask who bought the goods and who merely coordinated logistics or payment. A complete file should show the authority relied upon and any later approval. The international contract dispute guide explains the surrounding jurisdiction and document questions.

3. Understand the eight-day invoice rule without overstating it

Article 21(2) concerns an invoice recipient’s acceptance of its contents where no objection is made within eight days of receipt. Receipt, the nature of the document and the matters it records therefore matter. Preserve the actual delivery evidence instead of calculating from the issue date merely because that is the date printed in the largest type.

The decision published in the Ministry of Justice’s case-law database discusses the invoice’s evidential role in connection with contractual performance. The rule should not be simplified into a statement that sending any invoice creates any contract the sender chooses. The underlying relationship and the alleged sale or service must still be addressed in the particular dispute.

An objection likewise does not automatically eliminate an otherwise valid debt. A recipient can dispute the amount or description while evidence establishes an authorised transaction and performance. Treat the objection as part of an accurate position: identify what is denied, what is accepted and what information is missing. Unsupported blanket denials can distract from a defensible dispute over a particular quantity, price or unapproved variation.

Check a confirmation letter separately from the invoice

Article 21(3) of the Turkish Commercial Code addresses a written confirmation of a contract or statement made orally or through the communication methods identified in that provision. Where its conditions are met, failure to object within eight days of receipt results in the recipient being deemed to accept that the confirmation corresponds to the contract or statements. This is a separate rule from the invoice-content rule in Article 21(2); the two documents need not have the same receipt date.

For example, an email purporting to confirm a telephone agreement to an upgraded product should be reviewed as part of the agreement evidence, not ignored until an invoice arrives. Preserve the original communication, the alleged earlier discussion, the participants’ authority and the confirmation’s receipt record. Do not assume that every unsolicited quotation is a qualifying confirmation letter, or that an objection to a later invoice necessarily answers the earlier document. The published text of Article 21 sets out the invoice and confirmation provisions separately.

4. Preserve electronic and paper delivery evidence

Keep the invoice in its original available form and the record showing how it reached the business. For electronic invoicing, preserve the system acknowledgements and relevant transmission information. For an email attachment, retain the full message and attachment rather than a screenshot stripped of sender and date. For paper, keep the accompanying delivery record and internal receipt information.

Technical acceptance, accounting entry and civil-law agreement should not be treated as identical events without examining the relevant process. Ask the finance team what each system status means. A screen displaying received might reflect technical delivery rather than a decision by the purchasing department that the goods were correct. The legal assessment should not invent a meaning for a platform label that nobody has explained.

If the invoice went to a former address or an unauthorised personal account, document the facts rather than simply asserting that it was never seen. Identify forwarding, access and any later acknowledgement. Those details can affect the evidence of receipt and the appropriate response. Keep the original records even when a translated summary is prepared for an overseas manager.

5. Match the invoice to the goods or services allegedly supplied

For goods, identify delivery notes, carrier records, warehouse receipts, serial numbers and any acceptance document. Ask who received the shipment and on whose behalf. Delivery to a shared loading bay does not answer every question about the intended buyer or contents. Likewise, a signed receipt for several packages does not necessarily establish agreement with every technical specification printed on a later invoice.

For services, identify the promised outputs and evidence of actual performance. A report, completed installation, support log or approved design can answer different questions. Time spent by the supplier is not automatically the contractual measure of payment where a fixed result was promised. Conversely, a dissatisfied customer should not describe work as entirely absent when identifiable services were delivered and the dispute is really about quality.

Separate non-performance from defective performance. Different notice requirements and remedies can apply, including the commercial sale rules where relevant. An invoice objection is not necessarily a substitute for timely notification of a defect in delivered goods. A useful file therefore records the order dispute, delivery facts and any defect report separately, with their respective dates and evidence.

6. Examine extra charges and changes to the original order

A frequent disagreement concerns work added after the original quotation. Identify the requested change, who approved it, the proposed price and the effect on delivery. A supplier’s statement that additional work was necessary does not automatically establish the customer’s acceptance of every extra charge. The contract’s variation process and the actual communications should be examined together.

Do not assume that a fixed-price label settles every later issue. The agreed scope can exclude particular work, and the parties can validly agree changes. Equally, an open-ended project should not be retrospectively presented as permission to charge without any intelligible basis. Prepare a comparison showing original obligations, alleged additions and the evidence of each agreement.

When the invoice combines accepted and disputed items, allocate the amounts. Identify whether a payment settles the uncontested portion or forms part of a proposed full resolution. Avoid a remittance description that contradicts the written objection. A transparent allocation helps prevent a partial payment from being misunderstood as acceptance of every additional item or, conversely, ignored in a later claim.

7. Send a focused objection through an appropriate channel

The response should identify the invoice and explain the dispute in terms that can be investigated. For example, distinguish a wrong company name, an order never authorised, a price differing from the accepted quotation and goods not delivered. Attach or identify the principal supporting documents. Ask for the missing records rather than relying only on the phrase not accepted.

Choose the method with attention to the legal act being performed. Article 18(3) of the Commercial Code identifies particular methods for specified notices between merchants concerning default and termination. An invoice objection and a termination notice should not be assumed to have identical form requirements. Obtain advice on the necessary channel and evidential objective instead of turning a routine email into a supposedly universal formal notice.

Keep the exact response and proof of dispatch or delivery. A draft left in the finance department’s folder does not establish communication to the supplier. Where the business sends both a platform objection and a separate letter, preserve both and make their positions consistent. Translation should accurately reflect the reservation being made and not inadvertently acknowledge a debt the client disputes.

8. Explain accounting records rather than treating them as a verdict

The parties’ commercial books and underlying records can have evidential significance under the applicable procedural rules. An entry should therefore be assessed carefully, but not treated in isolation as a final court determination. Identify who made it, the documents supporting it and any correction or reversal. Keep the accounting explanation separate from the legal question of whether the claimed performance occurred.

Ask whether the amount was recorded as an accepted liability, a disputed invoice, a provisional accrual or another category. Different accounting treatment can reflect different facts. A later adjustment does not erase the need to preserve the earlier record and explain the change. Do not manipulate entries after a dispute arises to create a misleading impression of the original transaction.

For an overseas shareholder seeking access to those records, the limited-company information-rights guide explains a separate statutory process. Shareholder inspection does not itself decide the supplier’s claim, and it does not authorise unrestricted disclosure of customer or employee data. The review should remain tied to the legitimate information need and appropriate confidentiality arrangements.

9. Keep the invoice dispute separate from deadlines in enforcement or court

A payment order or court document creates a procedural question distinct from the invoice’s original objection period. Identify the document, issuing authority, file number, service record and deadline. Do not assume that an earlier objection sent to the supplier automatically counts as an objection filed with an enforcement office or a defence submitted to court.

The debt collection guide explains why starting enforcement does not conclusively prove a disputed debt. The correct response depends on the particular procedure. A generic seven-day instruction should not be applied to every document bearing an enforcement reference without checking the type of process and service details.

Commercial mediation requirements also depend on the claim being pursued. Identify whether the proposed action seeks payment, a declaration concerning indebtedness or another remedy. Informal discussions between accountants are not automatically statutory mediation. Preserve urgent rights first, then organise the contract and payment evidence needed to present the merits coherently.

10. A hypothetical invoice for an unapproved upgrade

Assume a buyer accepted a quotation for ten standard units. The supplier later invoices ten upgraded units at a higher price, referring to a telephone conversation. The buyer’s receiving staff accepted the packages but the purchasing manager disputes approving the upgrade. These invented facts illustrate the analysis; they do not determine which party would win a real case.

The file needs the original quotation, alleged change instruction, identities and authority of the participants, delivery records and product specifications. The buyer records the date the invoice was received and objects precisely to the disputed change and price. The supplier identifies the evidence said to establish approval. Neither side should substitute a general assertion that an invoice or delivery signature settles every issue.

A negotiated solution might distinguish accepted goods, replacement arrangements and a price adjustment. Any settlement should specify which invoice entries are resolved and how existing payments are credited. The example shows why the most useful first step is reconstructing the actual agreement and performance rather than treating an accounting document as a complete contract history.

11. Prepare a proportionate review from abroad

Provide the invoice, receipt evidence, accepted quotation, order communications, delivery or service records and any objection. Add a short chronology explaining the disputed amount and any urgent procedural document. The first assessment should identify the decisive gap: agreement, authority, performance, calculation or payment. This prevents unnecessary translation of an entire business archive before the central issue is understood.

Bakırcı & Keskin Law Office has physical offices in Istanbul and Mersin. Commercial matters elsewhere in Turkey are coordinated from our Istanbul and Mersin offices under the applicable jurisdiction, procedure and agreed mandate. English reporting helps overseas decision-makers understand the file; it does not replace Turkish filing requirements or promise that every step can occur without local action. A message to the office alone does not establish representation or preserve a deadline.

Related English guides

International contract disputes · Debt enforcement · Limited-company records

Frequently asked questions

Official sources

• Turkish Commercial Code No. 6102: Articles 18, 21 and 23
• Ministry of Justice case-law database: invoice and contractual performance
• Code of Civil Procedure No. 6100: evidence and commercial books
• Turkish Code of Obligations No. 6098: contract and performance

Turkish legislation and any applicable treaty control. This is general English-language information, not an official translation or an opinion on an individual file.