Ylisuuri lasku ja reklamaatiovelvollisuus
Avainsanat:
reklamaatiovelvollisuus, passiivisuus, lasku, kauppalaki, irtaimen kauppa, velvoiteoikeusAbstrakti
Overinvoicing and the customer’s duty to give notice
It is quite common in business that a seller of goods or a provider of services sends the customer an invoice for a greater sum of money than that to which the invoicer is contractually entitled to. This may happen simply by mistake, but it is also possible that the invoicer anticipates that the customer may disagree with the invoiced sum. In any case, if the customer becomes aware of the overinvoicing, they normally give notice to the invoicer and challenge the invoiced amount. However, it may also happen that the customer fails to react to the invoice within any reasonable time, or even pays up on the invoice as it is. In such situations, the question arises whether the customer’s passivity, or the payment on the invoice without challenge, is a reason to conclude that the customer has forfeited the right to challenge the invoice, so that the customer’s payment obligation then will be that indicated in the excessive invoice.
In this article the question is assessed in accordance with different possibly applicable legal norms. The author concludes that the customer’s duty to give notice has the strongest legal grounds in situations where the exact amount of the customer’s obligation to pay cannot be derived from the parties’ agreement. According to Section 47 of the Sale of Goods Act (kauppalaki), the buyer has in such situations the duty to give notice to the seller of the excessiveness of the invoice. If they fail to do so, and if the invoiced amount is not unreasonable, the buyer’s payment obligation is determined according to the invoice. It seems reasonable to apply this rule in other business-to-business contracts, too.
In cases where the exact contract price can be derived from the contract itself, Section 47 of the Sale of Goods Act is not applicable either directly or by way of analogy. In such a situation, the clear rule seems to be that the customer does not have a legal duty to give notice of an excessive invoice – even though in practice giving notice is, of course, normal and wise. Under some circumstances it is possible to regard the customer as having tacitly accepted the invoiced, higher contract price as a contractual modification, but the threshold for such a conclusion seems to be relatively high.
