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COMMERC I AL LAW
65
Late Charge Clause on Commercial Invoices
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Introduction
In daily commercial life, invoices are used as documents issued in
exchange of goods sold or services provided. Invoices are significant for
the determination of the relationship between the parties and the price of
goods or services.
The Turkish Commercial Code (hereinafter referred to as the “TCC”)
does not define invoices. However, Article 229 of the Tax Procedural Law
includes a definition. In this regard, an invoice is defined as “
a commercial
document given to the customer by the merchant, who sells goods or
provides services, in order to show the debt incurred by the customer
in exchange for the goods sold or services provided
”. As can be seen
from this definition, an invoice is a document related to the fulfillment
of an agreement previously concluded. Accordingly, first of all, a valid
contractual relationship between the parties is required.
Although the TCC does not contain a definition for invoices, Article
23 of the TCC titled “
Invoice and Confirmation Letter
” stipulates that a
person who buys goods or procures services may demand an invoice from
the person who sells such goods or provides such services and may also
demand that the effected payment to be stated within the contents of the
invoice.
The same article also stipulates that “
A person in receipt of an invoice
is deemed to have accepted its contents unless there is an objection to the
invoice or its contents within eight days from its receipt
”. This article shows
that an invoice is a means of proof and that unless there is an objection, it
maintains the presumption of a benefit to the issuer and against the receiver.
The most frequent dispute arising out of the application of this article is
the controversy as to the validity of late charge clauses written on invoices.
Regarding this controversy, the Court of Appeal Grand Assembly has
concluded a unification of precedents dated 27 June 2003 and numbered
2001/1 E. and 2003/1 K., in order to resolve the different opinions issued
by different chambers.
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Article of June 2010