Under Art. 21/2 of the Turkish Commercial Code (TTK), the content of an invoice that is not objected to within 8 days is deemed accepted; however, this presumption does not show that the goods listed in the invoice were physically delivered to the buyer.
Notes that the seller adds to the invoice and that are not signed by the buyer or its authorized representative do not bind the buyer; the absence of an objection does not mean that the late payment charge stated in the invoice has been accepted, and a late payment charge may be collected under a contract.
The principal document for proving delivery is the waybill bearing the signature of the buyer or of its insured employee; if there is no delivery protocol and the waybills are unsigned, the seller cannot prove delivery by witnesses because of the threshold for proof by written instrument.
Under Art. 222 of the Code of Civil Procedure (HMK), if the buyer records the invoice in its commercial books and benefits from the VAT deduction, or reports it on the BA form, this is regarded as a strong presumption of delivery, and the burden of proof passes to the buyer.
Under Article 4(2) of the Turkish Commercial Code No. 6102 (TTK), the rules of proof and the submission of evidence in commercial cases are based on the Code of Civil Procedure (HMK). Under this provision, commercial disputes and general civil actions run parallel as regards the rules of evidence; even so, the obligation to issue and serve invoices that comes with merchant status gives this process a special legal character suited to the dynamics of commercial life.
This study aims to examine the probative force of the invoice, a special means of proof in commercial sales contracts, and the consequences it produces in the legal sphere. Within the scope of the study, the concept of the invoice and the scope of a failure to object to an invoice under TTK Art. 21 are examined first; then the points at which the invoice falls short in proving the fact of "delivery" and the strength of the signed waybill are addressed.
The main focus of our article is the distribution of the burden of proof between the parties in proving physical delivery, even though the invoice constitutes evidence of the existence of a contractual relationship. We hope it will be useful.
● Legal Nature of the Invoice and Scope of TTK Article 21
In commercial life, an invoice is, as a rule, a document giving rise to a debt or a document showing the content of a sale that has been made. Under Article 21/2 of the TTK, a person who receives an invoice and does not object to its content within 8 days of receiving it is deemed to have accepted the content of the invoice.
However, the legal limits of this acceptance must be drawn clearly:
Failure to object within the 8-day period creates a presumption that the parties agreed on matters such as the price, the quantity and the type of goods. The fact that no objection was made to the invoice does not mean that the goods stated in that invoice were physically delivered to the buyer. Delivery is a material fact and lies outside the presumption created by the invoice.
"Therefore, where no objection is made to the invoice within eight days, the burden of proof does not shift, in the manner provided for in Article 21/2 of Law No. 6102, with respect to matters falling outside the ordinary content of the invoice. In other words, failure to object to an invoice issued contrary to the contract will not produce adverse consequences and will not cause the price in the invoice to become final." Court of Cassation (Yargıtay), 6th Civil Chamber, Docket No. 2023/2950, Decision No. 2024/1852, 30.05.2024
"on the grounds that the invoices subject to the enforcement proceedings had been issued unilaterally by the plaintiff alone, that the invoices issued were documents reflecting the outcome, that there was no information or document concerning the process, that the BS and BA forms did not confirm this sale, and that the delivery of the goods in question could not be proven, it was decided that the action be dismissed and that there was no ground to award compensation for bad faith against the plaintiff." Court of Cassation, 11th Civil Chamber, Docket No. 2024/6090, Decision No. 2025/3953, 03.06.2025
"An invoice alone is not evidence of the existence of a receivable, and moreover the defendant’s signature does not appear in the section for the recipient’s signature at the bottom of the invoices in question. In that case, the delivery of the products in dispute is a legal transaction and can be proven only by written evidence under Art. 6 of the Turkish Civil Code (TMK) and Arts. 190 and 200 of the HMK. The invoices submitted to the file do not show that the goods were delivered. The plaintiff must prove the fact of delivery by legal evidence. Upon examination of the service slips in the case file, it is understood that the service slip relating to the LED TV does not bear the defendant’s signature. Likewise, there is no delivery document and there are no mutually corroborating service slips for the refrigerator, hair straightener and vacuum cleaner in dispute. Whereas the court should have assessed that the delivery of the products in dispute to the defendant could not be proven by legal evidence and ruled accordingly, its decision to allow the action on erroneous reasoning is contrary to procedure and law and requires reversal." Court of Cassation, 3rd Civil Chamber, Docket No. 2021/7253, Decision No. 2021/12178, 29.11.2021
● Validity of Entries Written on the Invoice
Statements such as "The goods have been delivered in full" or "Payment has been received in cash", which sellers add to the invoice unilaterally, are, as a rule, unilateral declarations. A note that has not been approved by the signature of the buyer or its authorized representative does not bind the buyer. Although such entries sometimes constitute prima facie written evidence, on their own they do not have the quality of conclusive evidence capable of refuting the other party’s defense that it did not receive the goods.
Another point to note here is the late payment charge written on the invoice. It is possible to include a statement on the invoice that a late payment charge will apply. However, if the other party does not comply with it, even if it has accepted the invoice within the time limit, this does not mean that it has accepted the interest rate stated in the late payment charge note. A late payment charge may be collected under a contract.
"In its decision dated 27/06/2003, Docket No. 2001/1, Decision No. 2003/1, the Grand Assembly for the Unification of Case Law of the Court of Cassation unified the case law to the effect that ‘... in disputes arising from a valid contractual relationship that was not concluded in writing between the parties, where the statement (if the price is not paid within a certain period, a late payment charge is payable) is written on the invoices and served on the other party and the other party does not object within eight days under Art. 23/2 of the TTK, this results only in the contents of the invoice becoming final and does not mean that the late payment charge has been accepted by the defendant and may be claimed’.” Sakarya Regional Court of Appeal, 7th Civil Chamber, Docket No. 2024/1586, Decision No. 2026/276, 16.02.2026
"on the grounds that the plaintiff had made 221,129.84 TL of 13 invoices totaling 230,255.03 TL the subject of enforcement proceedings; that among these invoices, the invoice dated April 20, 2009 for 6,181.90 TL was a price difference invoice; that, since the said invoice did not bear the defendant’s signature and since it could not be proven that there was an agreement or established practice between the parties that a price difference invoice would be issued, the amount of this invoice was not accepted as a receivable of the plaintiff; that likewise, since the invoice dated July 23, 2009 for 9,119.63 TL did not bear the defendant’s signature either, the amount of this invoice was not accepted as a receivable of the plaintiff either; that, since the waybills of the 11 invoices other than these two bore signatures and, as explained above, these signatures were accepted as belonging to the defendant, the plaintiff was accepted as a creditor on account of these invoices; that, since the plaintiff’s commercial books had not been kept properly, the balance carried over from 2008 could not be accepted as a receivable; that, accordingly, as a result of the examination of the invoices in dispute carried out in line with the reversal decision of the Assembly of Civil Chambers of the Court of Cassation, the plaintiff’s receivable arising from the invoices in dispute was 214,953.50 TL; that payments by the defendant of 174,758.64 TL were recorded in the plaintiff’s books; that these payments therefore had to be deducted from the plaintiff’s receivable; and that, as a result of the offsetting, the plaintiff’s receivable was determined to be 40,194.86 TL, it was decided that the action be partially accepted, that the objection to the enforcement proceedings be set aside in respect of 40,194.86 TL, and that compensation for denial of debt be collected from the defendant." Court of Cassation, 11th Civil Chamber, Docket No. 2024/1293, Decision No. 2024/3188, 24.04.2024
● The Golden Document for Proving Delivery: The Waybill
In commercial disputes, the principal document that courts look for regarding the fact of delivery is a properly issued waybill bearing the signature of the person who received the goods. The signature on the waybill must belong to the buyer or to its insured employee. If the signature is denied, a signature examination (istibdal) is carried out under HMK Article 208.
Under Art. 230/5 of the Tax Procedure Law (VUK), a waybill must be issued when goods are transported. This document is the strongest means of proving that the goods were actually delivered. Apart from the waybill, courier delivery slips or warehouse receiving slips are also supporting documents used to prove delivery; however, a causal link with the buyer must be established.
"By the decision of the court of first instance whose date and number are given above, on the grounds that an invoice is not on its own a sufficient means of proving a contractual relationship or the delivery of goods, but that the invoices covering the sale of goods relied on by the plaintiff were invoices that also served as waybills, that the goods were received on behalf of the defendant by the witnesses ... and ..., who are the defendant’s spouse and the spouse’s sibling, that they worked on behalf of the defendant and that the signatures on the invoices were theirs, and that in this case the plaintiff had proven its claim that the goods were delivered, and that the defendant had also failed to prove that it had paid the invoice amounts, it was decided that the action be accepted and that the receivable of 174,243.52 TL be collected from the defendant together with statutory interest running from the default date of April 15, 2019." Court of Cassation, 3rd Civil Chamber, Docket No. 2023/1480, Decision No. 2023/3493, 04.12.2023
"Furthermore, among the invoices in dispute, waybill No. 80317 of invoice No. 293064 dated August 3, 2010, and likewise waybill No. 80286 of invoice No. 292988 dated July 22, 2010, bear the name and signature of ..., and this person’s name and signature also appear on the waybills of invoices not in dispute that were previously issued by the plaintiff; considering that the price of the goods in the invoices covered by those waybills was also paid by the defendant, it is now understood that this person is an employee of the defendant, and it must therefore be accepted that this person received the goods in the 2 invoices and waybills mentioned above on behalf of the defendant. For all these reasons, the burden of proving that the goods in these invoices and waybills were not received lies with the defendant. Court of Cassation, 11th Civil Chamber, Docket No. 2020/5729, Decision No. 2021/5820, 29.09.2021
● Distribution of the Burden of Proof and Procedural Rules
In commercial cases, the general rule is the principle that "the claimant must prove its claim". If the plaintiff (the seller) claims that it sold and delivered goods, it must prove that delivery took place. If the buyer raises the defense that "The invoice arrived but the goods did not", it becomes unavoidable for the seller to submit a signed delivery document. If there is no "delivery protocol" between the parties and the waybills are unsigned, the seller cannot prove delivery by witnesses, because under the HMK the threshold for proof by written instrument applies.
"In a sales relationship, the plaintiff must properly prove the quantity of the goods it sold and their delivery to the buyer, and the defendant must properly prove the payments it made. The plaintiff, which claims to have delivered the goods in the invoices in dispute, must prove delivery by a written document, depending on the value of the subject matter of the dispute." Adana Regional Court of Appeal, 9th Civil Chamber, Docket No. 2020/16, Decision No. 2021/1425, 02.12.2021
"An invoice alone is not evidence of the existence of a receivable, and moreover the defendant’s signature does not appear in the section for the recipient’s signature at the bottom of the invoices in question. In that case, the delivery of the products in dispute is a legal transaction and can be proven only by written evidence under Art. 6 of the TMK and Arts. 190 and 200 of the HMK. The invoices submitted to the file do not show that the goods were delivered. The plaintiff must prove the fact of delivery by legal evidence. Upon examination of the service slips in the case file, it is understood that the service slip relating to the LED TV does not bear the defendant’s signature. Likewise, there is no delivery document and there are no mutually corroborating service slips for the refrigerator, hair straightener and vacuum cleaner in dispute. Whereas the court should have assessed that the delivery of the products in dispute to the defendant could not be proven by legal evidence and ruled accordingly, its decision to allow the action on erroneous reasoning is contrary to procedure and law and requires reversal." Court of Cassation, 3rd Civil Chamber, Docket No. 2021/7253, Decision No. 2021/12178, 29.11.2021
● Probative Force of Commercial Books (HMK 222)
The most important exception to the rule that an invoice alone does not prove delivery is the entries in commercial books. Under HMK Article 222, if the buyer has recorded the invoice in its own commercial books and benefited from the VAT deduction, this creates a very strong presumption that the goods were received. In this case, the burden of proof shifts, and the burden of proving that it did not receive the goods passes to the buyer.
Current case law of the Court of Cassation accepts the buyer’s recording of the invoice in its commercial books, and in particular its reporting of the invoice to the Tax Office on the BA form, as a strong presumption that delivery took place. In this case, disputes over unsigned waybills are left behind and the burden of proof shifts, so that the burden of proving that the goods were not received or that their price was paid passes to the buyer.
"on the grounds that the plaintiff delivered the goods in dispute to the plaintiff within the scope of the contract, that the 16 invoices were recorded in the defendant’s commercial books and also appeared in the BA forms reported by the defendant to the tax office, that this information was likewise recorded in the plaintiff’s commercial books, that in this case the plaintiff delivered the goods in the invoices in dispute to the defendant within the scope of the contract, and that it thus fulfilled its burden of proof regarding the delivery of the goods, that the defendant had to prove that it had paid the invoice amounts, that it could not submit any evidence or document to that effect, that the plaintiff waived its claim for the accrued interest requested in the enforcement proceedings, and that the defendant debtor’s objection to the enforcement proceedings was unjustified, it was decided that the action be partially accepted, that the defendant’s objection to the enforcement proceedings conducted under file No. 2013/18972 of the Ankara 6th Enforcement Office be set aside in respect of the principal claim of 131,387.05 TL euro and that the enforcement proceedings continue for this amount under the terms of the proceedings, that compensation for denial of debt calculated at the rate of 20% of the amount of the receivable awarded be collected from the defendant and paid to the plaintiff, and that the claim for the accrued interest requested in the enforcement proceedings be dismissed owing to the waiver." Court of Cassation, 11th Civil Chamber, Docket No. 2023/4153, Decision No. 2023/4857, 11.09.2023
"It is understood from the contents of the file that the invoices on which the enforcement proceedings in dispute are based are recorded in the defendant’s books and that the defendant also benefited from the VAT deduction on the basis of these invoices. In this case, it must be accepted that the goods in dispute were delivered to the defendant. The court’s ruling as written, having erred in assessing the evidence in this respect, was not found to be correct." Court of Cassation, 19th Civil Chamber, Docket No. 2015/14027, Decision No. 2016/3633, 02.03.2016
Although an invoice determines the amount of a receivable, whether that receivable becomes due generally depends on the condition of delivery. To avoid any loss of rights, it is vitally important that merchants always obtain a stamped and signed waybill at the time of delivery, make it a habit to have the buyer sign the notes on the invoice, and keep detailed records of courier shipments.
Att. Ömer Çebi
Ömer Korak
This article is a general assessment prepared in accordance with the legislation in force on its date of publication; it does not constitute a legal opinion. This English text is a translation of the Turkish original; in case of any discrepancy, the Turkish version prevails.
Related service: Debt Collection in Türkiye →