What should you do if you receive an invoice for different prices, materials or services to those agreed? Can you dispute it at any time, e.g. if you did not notice the discrepancy straight away, or should you dispute it immediately? A recent ruling by the Court of Cassation shows that vigilance remains essential.
Basic principles regarding the obligation to pay an invoice
An invoice between companies is generally due and payable when it has been expressly accepted or has not been disputed within a reasonable period of time (express or implied acceptance).
An accepted invoice, in turn, creates a (legal) presumption that the invoice corresponds to the agreement between the parties. The parties may challenge this presumption, but only on serious and justified grounds, e.g. when an employee has accidentally accepted an invoice that does not correspond to the agreed price, quantity, description or date. However, such a challenge this is far from evident.
Recent decision of the Court of Cassation
In a judgment of the Court of Cassation dated 16 October 2025, the aforementioned legal presumption was put to the test, i.e.: what happens if the invoice was not challenged in due time (implied acceptance), but does not correspond to the agreement between the parties. In this specific case, a contractor sent invoices for external woodwork to a developer of residential construction projects. One and a half months after the invoice date, the developer contested the invoices on the grounds, a.o., that the invoices differed from the offer. Following extensive proceedings, the case ended up at the Court of Cassation. The Court ruled that, if an invoice is not disputed within a reasonable period of time (implied acceptance), it must be presumed that the invoice corresponds with the agreement between the parties, even if the invoice deviates partially from what was agreed.
Although specific facts lead to this outcome in the current case, there are some important lessons for companies, i.e.:
- Review of invoices: examine invoices thoroughly before expressly accepting or paying them;
- Dispute invoices: if an invoice deviates from the agreement, dispute it in writing, explicit the reasoning, and do so as soon as possible (to avoid the risk of implied acceptance);
- Deviation from the agreement: if an invoice was not disputed in time, check whether there are serious reasons why the invoice does not comply with the terms of the agreement and would therefore not be due and payable;
- Company policy (good governance): in order to avoid unnecessary stress and protect your business, draft guidelines on administrative deadlines for validating or disputing invoices, appoint authorised representatives to communicate regarding invoices, and stipulate that invoices with deviations from the agreement are only possible with the express consent of both parties.
How can De Langhe Advocaten help you?
De Langhe Advocaten, a law firm specialising in commercial law, assists companies with:
- A risk analysis of internal policies on how to deal with incoming and outgoing invoices;
- Mitigating risks by drafting robust contracts, ensuring that the agreement between the parties is reflected in the invoices;
- Taking a practical and solution-oriented approach in the event of a dispute regarding invoicing.
Feel free to contact De Langhe Advocaten for an initial meeting. As commercial lawyers, they always consider the legal and commercial impact for your business.
Authors:
- Pieter-Jan Aerts, De Langhe Advocaten
