Common use of Disputed Invoices Clause in Contracts

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. 10.9.1 If either Party does not question or dispute an Invoice within thirty (30) days of receiving it, the Invoice shall be considered correct, complete and conclusive between the Parties. 10.9.2 If either Party disputes any item or part of an item set out in any Invoice then that Party shall serve a notice (an "Invoice Dispute Notice") on the other Party setting out (i) the item or part of an item which is in dispute, (ii) its estimate of what such item or part of an item should be, (iii) and with all written material in support of its claim. 10.9.3 If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as invoicing Party agrees to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out claim raised in the Invoice Dispute Notice issued pursuant to Article 10.9.2, the invoicing Party shall revise such Invoice within seven (7) days of receiving such notice and: (i) from the Disputing disputing Party and if the disputing Party has not paid already made the disputed Tax Invoiceexcess payment, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing invoicing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior shall refund to the time set out in clause 9.4 or 9.5; or disputing Party, such excess amount within fifteen (ii15) days of receiving such notice. In such a case, the Disputing Party has paid excess amount shall be refunded along with interest at the disputed invoicesame rate as the Late Payment Surcharge, calculate which shall be applied from the amount that the Disputing Party has over paid and promptly issue a Credit Note date on which such excess payment was made to the Disputing invoicing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on and up to and including the date on which such payment has been received as refund. 10.9.4 If the original Tax Invoice was paid and ending when re-payment is made, but the amount need invoicing Party does not be settled prior agree to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out claim raised in the Invoice Dispute noticeNotice issued pursuant to Article 10.9.2, either party may raise it shall, within fifteen (15) days of receiving the Invoice Dispute Notice, furnish a notice to the disputing Party providing (i) reasons for its disagreement; (ii) its estimate of what the correct amount should be; and (iii) all written material in support of its counter-claim. 10.9.5 Upon receipt of notice of disagreement to the Invoice Dispute Notice under Article 10.9.4, authorised representative(s) or a director of the board of directors/member of board of each Party shall meet and make best endeavours to amicably resolve such Dispute within fifteen (15) days of receiving such notice of disagreement to the Invoice Dispute Notice. 10.9.6 If the Parties do not amicably resolve the dispute within fifteen (15) days of receipt of notice of disagreement to the Invoice Dispute Notice pursuant to Article 10.9.4, the matter shall be referred to Appropriate Commission for Dispute resolution in accordance with clause 23 Article 16. 10.9.7 If a Dispute regarding a Monthly Transmission Charge Invoice or a Supplementary Invoice is settled pursuant to Article 10.7 or by Dispute resolution mechanism provided in this Agreement in favour of the Party that issues the Invoice Dispute Notice, the other Party shall refund the amount, if any incorrectly charged and if collected from the Disputing disputing Party has not paid or pay as required, within five (5) days of the disputed Tax Dispute either being amicably resolved by the Parties pursuant to Article 10.9.5 or settled by Dispute resolution mechanism, along with interest (at the same rate as Late Payment Surcharge) or Late Payment Surcharge from the date on which such payment had been made to the invoicing Party or the date on which such payment was originally due, as may be applicable. 10.9.8 For the avoidance of doubt, it is clarified that despite a Dispute regarding an Invoice, it must pay the concerned Long Term Transmission Customer shall, without prejudice to its right to Dispute, be under an obligation to make payment, of the lower of (a) an amount equal to simple average of last three (3) months Invoices (being the undisputed amount portion of such three months Invoices) and (b) Monthly Invoice which is being disputed, provided such Monthly Invoice has been raised based on the disputed Tax Invoice issued Allocated Project Capacity and in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing PartyAgreement.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes or a Revision Invoice, as applicable) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("“Disputing Party"”) must notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.511.4; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-re- payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-Non- disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-Non- disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) will: if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) : the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) or the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) or if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) and on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must will issue a Credit Note to the Disputing Party.. Incorrect invoices: If it is found at any time that a party has been overcharged or undercharged and the party has paid the Tax Invoice (which includes a Revision Invoice) containing such overcharge or undercharge, within 20 Working Days after the error has been discovered and the amount has been agreed between the parties, the party that has been overpaid will refund to the other party the amount of any such overcharge or the party that has underpaid will pay to the other party the amount of any such undercharge, in both cases together with a Use of Money Adjustment on the overcharged or undercharged amount, provided that there will be no right to re-open Tax Invoices if more than 18 months has elapsed since the date of the Tax Invoice. No set off: Both parties will make the payments required to be made to the other under this agreement in full without deduction of any nature whether by way of set off, counterclaim or otherwise except as otherwise set out in clause 11.7 or as may be required by law. Refund of charges: If: as a consequence of a fault on the Network, there is a continuous interruption affecting a Consumer’s Point of Connection for 24 hours or longer; and the Retailer within 60 days of the interruption requests the Distributor to refund the charges paid by the Retailer in respect of the ICP or ICPs for that Consumer for the number of complete days during which the loss of supply continued, the Distributor will issue a Credit Note and refund, in the next monthly billing cycle, the Distribution Services charges paid by the Retailer in respect of the ICP or ICPs for that Consumer for the number of complete days during which supply was interrupted. PRUDENTIAL REQUIREMENTS Retailer will satisfy prudential requirements: If required by a notice from the Distributor, the Retailer will comply with either one of the following prudential requirements within 10 Working Days of receipt of the Distributor's notice: the Retailer will maintain an acceptable credit rating; or the Retailer will provide and maintain acceptable security by, at the Retailer's election: providing the Distributor with a cash deposit of the value specified in clause 12.6 ("Cash Deposit"), which the Distributor will hold in a trust account that the Distributor will establish and operate in accordance with clause 12.24; arranging for a third party with an acceptable credit rating to provide security in a form acceptable to the Distributor, of the value specified in clause 12.6; or

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must:will:‌ (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-Non- disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. 10.9.1 If either Party does not question or dispute an Invoice within thirty (30) days of receiving it, the Invoice shall be considered correct, complete and conclusive between the Parties. 10.9.2 If either Party disputes any item or part of an item set out in any Invoice then that Party shall serve a notice (an "Invoice Dispute Notice") on the other Party setting out (i) the item or part of an item which is in dispute, (ii) its estimate of what such item or part of an item should be, (iii) and with all written material in support of its claim. 10.9.3 If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as invoicing Party agrees to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out claim raised in the Invoice Dispute Notice issued pursuant to Article 10.9.2, the invoicing Party shall revise such Invoice within seven (7) days of receiving such notice and: (i) from the Disputing disputing Party and if the disputing Party has not paid already made the disputed Tax Invoiceexcess payment, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing invoicing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior shall refund to the time set out in clause 9.4 or 9.5; or disputing Party, such excess amount within fifteen (ii15) days of receiving such notice. In such a case, the Disputing Party has paid excess amount shall be refunded along with interest at the disputed invoicesame rate as the Late Payment Surcharge, calculate which shall be applied from the amount that the Disputing Party has over paid and promptly issue a Credit Note date on which such excess payment was made to the Disputing invoicing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on and up to and including the date on which such payment has been received as refund. 10.9.4 If the original Tax Invoice was paid and ending when re-payment is made, but the amount need invoicing Party does not be settled prior agree to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out claim raised in the Invoice Dispute noticeNotice issued pursuant to Article 10.9.2, either party may raise it shall, within fifteen (15) days of receiving the Invoice Dispute Notice, furnish a notice to the disputing Party providing (i) reasons for its disagreement; (ii) its estimate of what the correct amount should be; and (iii) all written material in support of its counter-claim. 10.9.5 Upon receipt of notice of disagreement to the Invoice Dispute Notice under Article 10.9.4, authorised representative(s) or a director of the board of directors/ member of board of each Party shall meet and make best endeavours to amicably resolve such Dispute within fifteen (15) days of receiving such notice of disagreement to the Invoice Dispute Notice. 10.9.6 If the Parties do not amicably resolve the dispute within fifteen (15) days of receipt of notice of disagreement to the Invoice Dispute Notice pursuant to Article 10.9.4, the matter shall be referred to Appropriate Commission for Dispute resolution in accordance with clause 23 Article 16. 10.9.7 If a Dispute regarding a Monthly Transmission Charge Invoice or a Supplementary Invoice is settled pursuant to Article 10.7 or by Dispute resolution mechanism provided in this Agreement in favour of the Party that issues the Invoice Dispute Notice, the other Party shall refund the amount, if any incorrectly charged and if collected from the Disputing disputing Party has not paid or pay as required, within five (5) days of the disputed Tax Dispute either being amicably resolved by the Parties pursuant to Article 10.9.5 or settled by Dispute resolution mechanism, along with interest (at the same rate as Late Payment Surcharge) or Late Payment Surcharge from the date on which such payment had been made to the invoicing Party or the date on which such payment was originally due, as may be applicable. 10.9.8 For the avoidance of doubt, it is clarified that despite a Dispute regarding an Invoice, it must pay the concerned Long Term Transmission Customer shall, without prejudice to its right to Dispute, be under an obligation to make payment, of the lower of (a) an amount equal to simple average of last three (3) months Invoices (being the undisputed amount portion of such three months Invoices) and (b) Monthly Invoice which is being disputed, provided such Monthly Invoice has been raised based on the disputed Tax Invoice issued Allocated Project Capacity and in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing PartyAgreement.

Disputed Invoices. (a) If the Trader a Party disagrees with any Monthly Hire Invoice and/or or the Distributor disputes a Tax Reimbursement Invoice Due Date, it shall pay all undisputed amounts of such Monthly Hire Invoice and/or Reimbursement Invoice (which includes a Revision subject to adjustment for outstanding undisputed Monthly Hire Invoice and/or Reimbursement Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must and shall immediately notify the other party Party ("Non-disputing the “Issuing Party"”) of the reasons for such disagreement, except that in writing and provide details the case of manifest error in computation the Party receiving the Monthly Hire Invoice and/or Reimbursement Invoice shall pay the correct amount after advising the Issuing Party of the error. A Monthly Hire Invoice and/or Reimbursement Invoice may be contested by the Party that received it or modified by the Party that sent it, by notice delivered to the other Party within a period of ***** after such receipt or sending, as the case may be. Where a Party issues a new invoice to take into account any such modification(s), the new invoice should refer to the serial number of the disputed invoice. Promptly after resolution of any dispute as to a Monthly Hire Invoice and/or Reimbursement Invoice, the reasons why amount agreed to be due shall be paid by Owner or Charterer (as the Disputing Party disputes that invoice within 18 months of case may be) to the other Party, together with interest thereon at the rate provided in Clause 10.6(b) from the date of payment to the first Tax Invoice issued in respect date of repayment of the Distribution Services charges due amount. In the subject of event the disputed Tax Parties are unable to resolve the dispute as to a Monthly Hire Invoice ("and/or Reimbursement Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must:matter shall be referred to arbitration in accordance with Clause 45. (ab) if If Charterer commits a breach of its obligation to pay Hire properly due pursuant to this Charter (for the Non-disputing Party agrees with avoidance of doubt an amount modified pursuant to Clause 10.6(a) shall not be considered properly due pending the matters set out resolution of any dispute in the Invoice Dispute notice and:relation to such modification): (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, Owner shall notify Charterer of such default and any remaining amount owed must be paid by the Disputing Party Charterer shall within 6 Working Days ***** of receipt of such notice pay to Owner the Credit Noteamount due, but need not pay prior including interest, failing which Owner may withdraw the Vessel from the service of Charterer and terminate this Charter in accordance with Clause 28.3(b) without prejudice to the time set out in clause 9.4 any other rights Owner may have under this Charter or 9.5otherwise; orand (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on such unpaid amounts shall bear interest from due date until the date the original Tax Invoice was paid and ending when re-payment is madeat a rate, but the amount need not be settled prior compounded annually, equal to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party*****.

Disputed Invoices. If (a) No later than 18 months after the Trader or last day of the Distributor disputes a Tax month to which an Invoice (which includes a Revision Invoice) issued under this clause 9agreement relates, the party disputing the invoice to which that Xxxxxxx was issued ("Disputing Party"“Recipient”) must notify may give notice to the other party ("Non-disputing Party"“Issuer”) setting out reasonable details of a dispute (in writing and provide details as to each case, an “Invoice Dispute Notice”). (b) Where the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving Recipient issues an Invoice Dispute noticeNotice before the due date for payment and has not paid the disputed Invoice, and the Non-disputing Party must: (a) if the Non-disputing Party Issuer agrees with the matters set out in the Invoice Dispute notice and: (i) Notice, the Disputing Party has not paid the disputed Tax Invoice, Issuer must promptly issue a Credit Note for the disputed amount, amount and the Recipient must pay any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, Note but need not pay prior to the time set out in clause 9.4 9.5 or 9.5; or9.6. (iic) Where the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party Issuer disagrees with the matters set out in the Invoice Dispute noticeNotice, either party may raise a Dispute in accordance with clause 23 17 and if the Disputing Party Recipient has not paid the disputed Tax InvoiceInvoice it may withhold payment of the disputed portion of the Invoice until the dispute has been resolved, so long as it must pay has given the Invoice Dispute Notice in good faith and pays any undisputed portion of the disputed Invoice by the applicable due date. (d) When the correct amount of the disputed Tax Invoice issued is finally agreed by the parties or determined by an arbitrator, court, or other tribunal of competent jurisdiction (“Resolution Date”), except to the extent the parties agree otherwise: (i) where the Recipient has withheld payment of an amount that was correctly included in accordance the disputed Invoice, the Recipient will pay the amount within 10 Working Days of the Resolution Date, together with clauses 9.4 or 9.5Default Interest applied from the original due date up to but excluding the date of payment; (ii) where the Issuer has undercharged the Recipient (in that the amount claimed in the Invoice was less than the amount the Issuer was entitled to invoice at the time of issuing the Invoice), the Issuer may issue a further Invoice for the amount of the undercharge, together with a Use of Money Adjustment applied to that amount from the due date of the original Invoice up to but excluding the date of the new Invoice, and the Recipient will pay that Invoice within 10 Working Days of receipt, so long as that Invoice is accompanied by reasonably detailed supporting information; and (ciii) on the resolution of a Dispute under clause 23, any where an amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date has been incorrectly included in the disputed Invoice (in that the amount would have been due for payment under this clause 9, and ending when payment is made. To claimed in the extent Invoice was greater than the Tax Invoice is held not amount the Issuer was entitled to be payableinvoice at the time of issuing the Invoice), the Non-disputing Party must Issuer will promptly issue a corresponding Credit Note to the Disputing PartyRecipient, and if the Recipient has already paid some or all of that amount, then within 10 Working Days of the Resolution Date, the Issuer will refund the overpayment to the Recipient, together with: (A) a Use of Money Adjustment, applied from the date of overpayment up to but excluding the date of the refund, or (if earlier) the date 15 Working Days after receipt of the Invoice Dispute Notice; and (B) unless the overpayment is refunded to the Recipient within 15 Working Days after receipt of the Invoice Dispute Notice, Default Interest, applied from the date 15 Working Days after receipt of the Invoice Dispute Notice up to but excluding the date of the refund.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("“Disputing Party"”) must notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) : if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) or if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) and on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoicea) issued under this clause 9, the A party disputing the in receipt of an invoice ("“Disputing Party"”) must notify the other party which issued the invoice ("Non-“Invoicing Party”) not less than 2 Business Days before the due date for payment of an invoice under clauses 7.2 or 7.4 (“Notice of Dispute”) if it disputes its obligation under this Agreement to pay all or part of that invoice (“Disputed Invoice”) and must include in that notice its grounds for disputing Party"the Disputed Invoice and the amount disputed. (b) in writing and provide details as to the reasons why Unless the Disputing Party disputes that invoice within 18 months gives a Notice of Dispute to the Invoicing Party, the Disputing Party must pay the Disputed Invoice in full, subject to its right to seek a subsequent adjustment under clause 7.5 (adjustment of invoices) or to dispute the amount of the date invoice under clause 7.7(d) after the invoice has been paid in full. (c) If the Disputing Party notifies the Invoicing Party of a Disputed Invoice under a Notice of Dispute, the parties will seek to resolve that dispute in accordance with clause 7.7(d), and the Disputing Party will be required to pay the amount of the first Tax Invoice issued invoice not genuinely disputed by the Disputing Party. (d) Any dispute as to an invoice shall be resolved in respect accordance with this clause and neither party may refer the dispute to the dispute resolution procedure under clause 14 until the parties have satisfied paragraph (1) of the Distribution Services charges the subject this clause 7.7(d) and, if applicable, paragraph (2) of the disputed Tax Invoice ("Invoice Dispute"this clause 7.7(d). On receiving an Invoice Dispute notice, the Non-disputing The Invoicing Party mustwill: (a1) discuss with the Disputing Party any queries that the Disputing Party may have in relation to an invoice; and (2) if it receives a reasonable request in writing from the Non-disputing Disputing Party agrees within 10 Business Days after receipt of the invoice setting out the grounds giving rise to the request, conduct an internal review of the invoice within 10 Business Days after receipt of the request, and report its findings to the Disputing Party as soon as practicable after completion of that review. If the matter is not resolved within 2 Business Days from the receipt by the Disputing Party of the Invoicing Party’s report under clause 7.7(d)(2), either party may refer it to dispute resolution under clause 14. (e) If, following the resolution of a dispute in accordance with clause 7.7(d) or clause 14, it is determined that the matters amount that is properly due to the Invoicing Party in relation to that invoice is: (1) more than the amount already paid by the Disputing Party, then the Disputing Party must pay within 3 Business Days to the Invoicing Party the difference between the amount already paid and the amount determined to be payable, together with interest on that amount for the period of the underpayment; (2) less than the amount already paid by the Disputing Party, then the Invoicing Party must pay within 3 Business Days to the Disputing Party the difference between the amount already paid and the amount determined to be payable, together with interest on that amount for the period of the overpayment, provided that if the parties agree any required adjustment between the parties to reflect resolution of the dispute may instead be made by an adjustment to a subsequent invoice issued under this Agreement. (f) Interest on the difference payable under clause 7.7(e) shall be calculated at the Default Rate applicable on the first day of each month, capitalised on the first day of each month and calculated on actual days elapsed and a 365 day year for each day after that invoice was due to be paid up to and including the date the difference and any accrued interest payable under this clause 7.7(f) (if any) is paid. (g) Unless the parties otherwise agree, no party may set out off or deduct any money which it owes to the other party against any money which the other party owes to the first party. (h) The payment by the Disputing Party of all or part of an invoice from the Invoicing Party (whether or not that invoice was disputed by the Disputing Party at the time) will not preclude the Disputing Party from subsequently challenging its liability to pay that invoice in accordance with this clause 7.7 or a part of that invoice (unless the Invoice Dispute notice and:challenge relates to a dispute which has already been finally determined in accordance with this clause 7.7). (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue Where a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days provision of receipt a relevant Regulatory Instrument (including if in operation Division 3 of Part 21 of the Credit NoteNational Gas Rules (“Other general billing and payment matters” ) regulates the process for disputing invoices issued under this Agreement, but need not pay prior to then that process will apply in place of the time set out in clause 9.4 or 9.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time process set out in clauses 9.4 or 9.5; or7.7(a) to 7.7(f) and 7.7(h). (bj) if The parties agree that where Rule 510 of the Non-disputing Party disagrees with National Gas Rules (“Disputed statements of charges”) applies to a dispute in relation to an invoice, that once the matters set out User has given a notice under rule 510(a) the parties will, during the following 10 business days (as that term is defined in the Invoice Dispute notice, either National Gas Rules) use their best endeavours to resolve the dispute including each attending such meetings as may be reasonably required by a party may raise a Dispute in accordance with clause 23 and if to resolve the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Partydispute.

Disputed Invoices. (a) If the Trader or the Distributor disputes a Tax Party disagrees with any Monthly Fees Invoice and/or Debit Note, it shall pay all undisputed amounts of such Monthly Fees Invoice and/or Debit Note (which includes a Revision Invoicesubject to adjustment for outstanding undisputed Monthly Fees Invoice and/or Debit Notes) issued under this clause 9, the party disputing the invoice ("Disputing Party") must and shall immediately notify the other party Party ("Non-disputing the “Issuing Party"”) of the reasons for such disagreement, except that in writing and provide details the case of manifest error in computation the Party receiving the Monthly Fees Invoice or the Debit Note shall pay the correct amount after advising the Issuing Party of the error. A Monthly Fees Invoice or Debit Note may be contested by the Party that received it or modified by the Party that sent it, by notice delivered to the other Party within a period of ***** after such receipt or sending, as the case may be. Where a Party issues a new invoice to take into account any such modification(s), the new invoice should refer to the serial number of the disputed invoice. Promptly after resolution of any dispute as to a Monthly Fees Invoice or Debit Note, the reasons why amount agreed to be due shall be paid by Contractor or Customer (as the Disputing Party disputes that invoice within 18 months of case may be) to the other Party, together with interest thereon at the rate provided in Clause 6.6(b) from the date of payment to the first Tax Invoice issued in respect date of repayment of the Distribution Services charges due amount. In the subject of event the disputed Tax Parties are unable to resolve the dispute as to a Monthly Fees Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, or Debit Note the Non-disputing Party must:matter shall be referred to arbitration in accordance with Clause 36.2. (ab) if If Customer commits a breach of its obligation to pay any Fee properly due pursuant to this Agreement (for the Non-disputing Party agrees with avoidance of doubt an amount modified pursuant to Clause 6.6(a) shall not be considered properly due pending the matters set out resolution of any dispute in the Invoice Dispute notice and:relation to such modification): (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, Contractor shall notify Customer of such default and any remaining amount owed must be paid by the Disputing Party Customer shall within 6 Working Days ***** of receipt of such notice pay to Contractor the Credit Noteamount due, but need not pay prior including interest, failing which Contractor may cease to the time set out perform its obligations hereunder and terminate this Agreement in clause 9.4 accordance with Clause 22.3 without prejudice to any other rights Contractor may have under this Agreement or 9.5otherwise; orand (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on such unpaid amounts shall bear interest from due date until the date the original Tax Invoice was paid and ending when re-payment is madeat a rate, but the amount need not be settled prior compounded annually, equal to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party*****.

Disputed Invoices. 16.1 If the Trader or Customer disputes any part of the Distributor disputes a Tax Invoice (which includes a Revision InvoicePayment Dispute) issued under this clause 9, the party disputing the invoice ("Disputing Party") it must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice give Downer written notice within 18 months 3 days of the date of the first Tax Invoice issued containing sufficient particulars of the dispute to enable Downer to make assessment of the dispute. 16.2 If the Customer raises a Payment Dispute, Downer may require the Customer to: pay an amount equal to the disputed amount into Court or Xxxxxx’x solicitor’s trust account; provide additional security in accordance with clause 17; or provide a personal guarantee and indemnity from a director or other third party in respect of the Distribution Services charges Payment Dispute. 16.3 If the subject Customer: does not give notice of its Payment Dispute within the time stipulated; or fails to comply with 16.2, it will be deemed to: not to have any Payment Dispute in respect of any aspect of the Tax Invoice; accept the validity of the Tax Invoice; and be absolutely barred from bringingany further Payment Dispute, claim for set-off or deduction in relation to the amount outstanding, the quantities or the rates applied in the Tax Invoice. 16.4 The Customer must pay the non-disputed amount of the Tax Invoice by the due date for payment, notwithstanding the existence of the Payment Dispute. 16.5 If the Customer has received payment from its Client for any amount included in the Payment Dispute or otherwise included in a Tax Invoice, the Customer hereby assigns that amount directly to Downer. 16.6 The Customer must do all things necessary to give effect to the assignment in clause 16.5, and hereby appoints Downer as its power of attorney to give notice to the Client and or the End User of the assignment and to direct payment to Downer. 16.7 If, despite the assignment clause 16.5, the Client or End User makes a payment directly to the Customer, the Customer must make payment to Downer of the disputed amount in full, whether subject to a Payment Dispute or otherwise, within 3 days of receipt from the Client. The Customer agrees in those circumstances to pay the amount in full to Downer as a liquidated debt. 16.8 The Customer must produce copies of its books and accounting records to verify any amount received in connection with Asphalt recorded in a Tax Invoice ("Invoice Dispute"). On receiving and Downer may appoint an Invoice Dispute notice, independent auditor at the Non-disputing Party must: (a) if Customer’s cost to verify whether a payment has been received by the Non-disputing Party agrees with the matters set out Client in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for relation to the disputed amount, . The Customer also appoints Downer as its agent to discuss the Payment Dispute and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payablewith the Client. 16.9 Notwithstanding any other rights Downer may have under this Agreement, the Non-disputing Party must issue Customer agrees to grant a Credit Note to first ranking charge over the Disputing Party.monies it holds as a result of the payment in

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.5; or (ii) (the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-re- payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) an invoice issued under this clause 9clauses 11.3, 11.4 or 11.5, the party disputing the invoice ("Disputing Party"“disputing party”) must shall notify the other party ("Non“non-disputing Party"party”) in writing and provide details as to the reasons why the Disputing Party disputing party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect supply of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). ) On receiving an the Invoice Dispute notice, the Nonnon-disputing Party mustparty shall: (a) if where the Nonnon-disputing Party party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party Retailer or the Distributor, as appropriate, has not paid the disputed Tax Invoiceinvoice, promptly issue a Credit Note for new invoice and the disputed amount, and any remaining amount owed must be paid by relevant party will pay the Disputing Party new invoice within 6 10 Working Days of receipt of the Credit Notereceiving it, but need not pay prior to the time set out in clause 9.4 11.3, 11.4 or 9.511.5; or (ii) the Disputing Party Retailer or the Distributor, as appropriate, has paid the disputed invoice, calculate the amount that the Disputing Party relevant party has over paid and promptly issue a Credit Note an invoice to the Disputing Party disputing party for the amount over paidpaid amount, which must include and that invoice plus a Use of Money Adjustment. Any amount owed must Adjustment is to be paid by the Non-disputing Party settled within 6 10 Working Days of issuing the Credit Notenon- disputing party’s invoice for the over paid amount. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.3, 11.4 or 9.511.5; or (b) if where the Nonnon-disputing Party party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute the matter will be referred to dispute resolution in accordance with clause 23 25 and if the Disputing Party Retailer or the Distributor, as appropriate, has not paid the disputed Tax Invoiceinvoice, it must will pay the undisputed amount of the disputed Tax Invoice invoice issued in accordance with clauses 9.4 11.3, 11.4 or 9.511.5; and (c) on upon the resolution of a any Invoice Dispute under clause 2311.7(b), any the party which is found to have an outstanding amount owed must be paid by the relevant party will pay that amount within 6 10 Working Days. , plus Default Interest is payable to the other party. The Default Interest will apply for the period commencing on the date the disputed amount would have been due for payment under this clause 9clauses 11.3, 11.4 or 11.5, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("“Disputing Party"”) must notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-Non- disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 14 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-Non- disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9Clause 14, the party Party disputing the invoice ("“Disputing Party"”) must will notify the other party Party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute noticeNotice, the Non-disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice Notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 Clause 14.4 or 9.514.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 Clauses 14.4 or 9.514.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute noticeNotice, either party Party may raise a Dispute in accordance with clause 23 Clause 26 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 Clauses 14.4 or 9.514.5; and (c) on the resolution of a Dispute under clause 23Clause 26, any amount owed must be paid by the relevant party Party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9Clause 14, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if From and after delivery of an Invoice to IR, IR shall have the Non-disputing Party agrees with right to dispute any specific item or items set forth in such Invoice by delivering to Xxxxxxxxx a notice in writing (each such notice, a “Dispute Notice”) identifying the matters set out in specific item or items (including amounts) being disputed (each such item, a “Disputed Item,” and the Invoice being disputed, a “Disputed Invoice”) and providing in reasonably sufficient detail the basis for such dispute, by not later than the date that is the Payment Deadline for such Invoice (the period of time from delivery to IR of an Invoice through to the Payment Deadline being, the “Dispute notice andPeriod”). For any given Invoice, if a Dispute Notice is not delivered to Xxxxxxxxx by the expiration of the Dispute Period, all items and amounts set forth in such Invoice shall be deemed to be final and binding on IR. (b) If a Dispute Notice is delivered to Xxxxxxxxx for an Invoice before the expiration of the Dispute Period (the actual date of such delivery, the “Dispute Notice Delivery Date”), then: (i) during the Disputing ten (10)-Business Day period immediately following such Dispute Notice Delivery Date (such period, or such longer period as the Parties shall mutually agree in writing (each in its sole discretion), the “Mutual Resolution Period”), each Party has not paid shall use its commercially reasonably, good faith efforts to mutually resolve the disputed Tax InvoiceDisputed Items before the expiration of such Mutual Resolution Period (including furnishing, promptly issue a Credit Note for the disputed amountor causing to be furnished, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out other Party such information and documentation as may be commercially reasonably requested by such other Party in clause 9.4 or 9.5respect of any Disputed Item); orand (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party Payment Deadline for the amount over paidapplicable Disputed Invoice shall be tolled until the earlier to occur of (x) the Mutual Resolution Date (as defined below) whereupon the Payment Deadline shall be as set forth in Section 6(c), which must include a Use of Money Adjustment. Any amount owed must and (y) the Final Determination Date (as defined below) whereupon the Payment Deadline shall be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time as set out forth in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; andSection 6(d). (c) on If, by the expiration of the Mutual Resolution Period, the Parties mutually resolve all Disputed Items under the applicable Disputed Invoice, then within five (5) Business Days after the date of such mutual resolution (such date, the “Mutual Resolution Date”), Xxxxxxxxx shall deliver to IR the applicable Disputed Invoice, revised to reflect such mutual resolution, and the Payment Deadline in respect of such revised Disputed Invoice shall be five (5) Business Days after the receipt by IR of such revised Disputed Invoice (d) If, by the expiration of the Mutual Resolution Period, the Parties shall have failed to resolve all Disputed Items under the applicable Disputed Invoice, then the Parties shall jointly engage an independent accounting firm mutually agreed upon by the Buyer and the Seller, each acting commercially reasonably (the “Independent Arbitrator”) for review and resolution of a Dispute under clause 23any such unresolved Disputed Items. The Independent arbitrator shall (A) act as an arbitrator and not as an auditor, any amount owed must (B) be paid bound by the relevant party within 6 Working Days. Default Interest is payable for principles set forth in this Agreement (and not by independent review), (C) limit its review to those Disputed Items set forth in the period commencing on the date the disputed amount would have been due for payment under this clause 9Dispute Notice that remain unresolved, and ending when payment (D) not assign a value to any Disputed Item that is madegreater than the greatest value for such Disputed Item, or less than the smallest value for such Disputed Item, in either case claimed by either Party. To The Independent Arbitrator shall be instructed to resolve the extent Disputed Items that remain unresolved promptly, and to render its final determination in writing to both Parties setting forth in reasonable detail the Tax basis upon which its determination was made (the “Independent Arbitrator’s Determination”). The date on which the Independent Arbitrator has furnished both Parties with the Independent Arbitrator’s Determination in writing is the “Final Determination Date.” Within ten (10) Business Days after receipt by Xxxxxxxxx of the Independent Arbitrator’s Determination, Xxxxxxxxx shall deliver to IR the applicable Disputed Invoice, revised to reflect such Final Determination, and the Payment Deadline in respect of such revised Disputed Invoice is held not to shall be payable, five (5) Business Days after the Non-disputing Party must issue a Credit Note to receipt by IR of such revised Disputed Invoice. (e) The costs and expenses of the Disputing Independent Arbitrator in determining any Disputed Items shall be borne 50/50 by each Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) an invoice issued under this clause 9clauses 11.3, 11.4 or 11.5, the party disputing the invoice ("Disputing Party"“disputing party”) must shall notify the other party ("Non“non-disputing Party"party”) in writing and provide details as to the reasons why the Disputing Party disputing party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect supply of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). ) On receiving an the Invoice Dispute notice, the Nonnon-disputing Party mustparty shall: (a) if where the Nonnon-disputing Party party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party Retailer or the Distributor, as appropriate, has not paid the disputed Tax Invoiceinvoice, promptly issue a Credit Note for new invoice and the disputed amount, and any remaining amount owed must be paid by relevant party will pay the Disputing Party new invoice within 6 10 Working Days of receipt of the Credit Notereceiving it, but need not pay prior to the time set out in clause 9.4 11.3, 11.4 or 9.511.5; or (ii) the Disputing Party Retailer or the Distributor, as appropriate, has paid the disputed invoice, calculate the amount that the Disputing Party relevant party has over paid and promptly issue a Credit Note an invoice to the Disputing Party disputing party for the amount over paidpaid amount, which must include and that invoice plus a Use of Money Adjustment. Any amount owed must Adjustment is to be paid by the Non-disputing Party settled within 6 10 Working Days of issuing the Credit Notenon- disputing party’s invoice for the over paid amount. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.3, 11.4 or 9.511.5; or (b) if where the Nonnon-disputing Party party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute the matter will be referred to dispute resolution in accordance with clause 23 25 and if the Disputing Party Retailer or the Distributor, as appropriate, has not paid the disputed Tax Invoiceinvoice, it must will pay the undisputed amount of the disputed Tax Invoice invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.11.3,

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 or 9.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 912, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-Non- disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 12.4 or 9.512.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 12.4 or 9.512.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 26 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 12.4 or 9.512.5; and (c) on the resolution of a Dispute under clause 2326, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 912, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) The Authority’s Representative will inform PPP Co. in writing if he disputes in good faith the Non-disputing Party agrees with the matters set out amount specified in the Invoice Dispute notice and: any invoice delivered pursuant to Clause 24.3 (iPayable Monthly in Arrears) the Disputing Party has not paid the disputed Tax Invoice(“Disputed Amount”), promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working [ • ] Business Days of receipt of the Credit Noterelevant invoice, but need not pay prior providing details of the amount disputed and the grounds for the Dispute. If the Authority’s Representative gives such notice to PPP Co., the provisions of Clause 24.7(b) (Disputed Invoices) will apply. Any failure by the Authority’s Representative to give such notice will be without prejudice to the time set out in clause 9.4 or 9.5; or right of the Authority’s Representative to give such notice at any later date within six (ii6) months following receipt of the Disputing Party has paid the disputed relevant invoice, calculate and may withhold payment of the Disputed Amount pending agreement or determination of PPP Co.’s entitlement to the Disputed Amount. If, within a period of six (6) months of submission, it subsequently transpires that the amount that of the Disputing Party has over paid and promptly issue invoice is incorrect by reason of a Credit Note genuine error, PPP Co. may submit a revised invoice or credit note to the Disputing Party for Authority (specifying what the amount over paiderror was), which must include and providing a Use of Money Adjustment. Any amount owed must be paid complete corrected statement and information as required by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out Clause 24.3 (Payable Monthly in clauses 9.4 or 9.5; orArrears). (b) if If the Non-disputing Party disagrees with Authority’s Representative disputes the matters set out amount specified in the Invoice Dispute notice, either party may raise a Dispute any invoice in accordance with clause 23 and if Clause 24.7(a) (Disputed Invoices) the Disputing Party has not paid the disputed Tax Invoice, it must Authority will pay the undisputed amount part of the disputed Tax Invoice issued invoice in accordance with clauses 9.4 or 9.5; andClause 24.4 (Payment Following Invoice) but will be entitled to withhold the balance remaining pending resolution of the Dispute. (c) on The Parties will negotiate in good faith in an attempt to resolve such Dispute. If the resolution of a Authority’s Representative and PPP Co. are unable to resolve the Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on ten (10) Business Days from the date the disputed Dispute was notified by the Authority’s Representative under Clause 24.7(a) (Disputed Invoices) either may refer the Dispute for resolution under the Fast Track Procedure. (d) Save as expressly set out in this Project Agreement, an amount would have been due for payment properly payable by one Party to the other under this clause 9, Project Agreement will be due and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue payable twenty (20) Business Days following receipt of a Credit Note to the Disputing Partyvalid invoice in respect of that amount.

Disputed Invoices. (a) If a Party disagrees with any invoice and, it shall pay the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing full amount of the invoice ("Disputing Party") must and shall immediately notify the other party Party ("Non-disputing the “Issuing Party"”) of the reasons for such disagreement, except that in writing and provide details the case of manifest error in computation the Party receiving the monthly invoice shall pay the correct amount after advising the Issuing Party of the error. An invoice may be contested by the Party that received it or modified by the Party that sent it, by notice delivered to the other Party within a period of ***** months after such receipt or sending, as the case may be. Where a Party issues a new invoice to take into account any such modification(s), the new invoice shall refer to the serial number of the disputed invoice. Promptly after resolution of any dispute as to an invoice, the reasons why amount agreed to be due shall be paid by Contractor or Customer (as the Disputing Party disputes that invoice within 18 months of case may be) to the other Party, together with interest thereon at the Interest Rate from the date of payment (the first Tax Invoice issued in respect "Payment Date") or the disputed invoice to the date of repayment of the Distribution Services charges due amount. In the subject event the Parties are unable to resolve the dispute as to an invoice the matter shall be referred to arbitration in accordance with Clause 31.2. (b) If a Party commits a breach of the disputed Tax Invoice its obligation to pay any amount properly due pursuant to this Agreement: ​ ​ SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH ("Invoice Dispute"I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). On receiving an Invoice Dispute notice, the Non-disputing Party must: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and:​ (i) the Disputing other Party shall notify the defaulting Party of such default and, if Customer has not paid defaulted on payment of the disputed Tax InvoiceDaily Service Fee, promptly issue a Credit Note for the disputed amountthen Contractor may suspend performance of its obligations under this Agreement until such default is cured, and during any remaining amount owed must be paid by such suspension period the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior Daily Service Fee shall continue to the time set out in clause 9.4 or 9.5accrue; orand (ii) such unpaid amounts shall bear interest from the Disputing Party has due date until the date paid at a rate, compounded annually, equal to LIBOR plus ***** per cent. (*****%) per annum (the disputed invoice"Interest Rate"), calculate which shall be the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing sole compensation of Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending other Party’s failure to make payments when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Partydue.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-Non- disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. If (a) No later than 18 months after the Trader or last day of the Distributor disputes a Tax Invoice (month to which includes a Revision Invoice) an invoice issued under this clause 9agreement relates, the party disputing the to which that invoice was issued ("Disputing Party"“Recipient”) must notify may give notice to the other party ("Non-disputing Party"“Issuer”) setting out reasonable details of a dispute (in writing and provide details as to each case, an “Invoice Dispute Notice”). (b) Where the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving Recipient issues an Invoice Dispute noticeNotice before the due date for payment and has not paid the disputed invoice, and the Non-disputing Party must: (a) if the Non-disputing Party Issuer agrees with the matters set out in the Invoice Dispute notice and: (i) Notice, the Disputing Party has not paid the disputed Tax Invoice, Issuer must promptly issue a credit invoice or Credit Note for the disputed amount, amount and the Recipient must pay any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the credit invoice or Credit Note, Note but need not pay prior to the time set out in clause 9.4 9.5 or 9.5; or9.6. (iic) Where the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party Issuer disagrees with the matters set out in the Invoice Dispute noticeNotice, either party may raise a Dispute in accordance with clause 23 17 and if the Disputing Party Recipient has not paid the disputed Tax Invoiceinvoice it may withhold payment of the disputed portion of the invoice until the dispute has been resolved, so long as it must pay has given the Invoice Dispute Notice in good faith and pays any undisputed portion of the disputed invoice by the applicable due date. (d) When the correct amount of the disputed Tax Invoice issued invoice is finally agreed by the parties or determined by an arbitrator, court, or other tribunal of competent jurisdiction (“Resolution Date”), except to the extent the parties agree otherwise: (i) where the Recipient has withheld payment of an amount that was correctly included in accordance the disputed invoice, the Recipient will pay the amount within 10 Working Days of the Resolution Date, together with clauses 9.4 or 9.5Default Interest applied from the original due date up to but excluding the date of payment; (ii) where the Issuer has undercharged the Recipient (in that the amount claimed in the invoice was less than the amount the Issuer was entitled to invoice at the time of issuing the invoice), the Issuer may issue a further invoice for the amount of the undercharge, together with a Use of Money Adjustment applied to that amount from the due date of the original invoice up to but excluding the date of the new invoice, and the Recipient will pay that invoice within 10 Working Days of receipt, so long as that invoice is accompanied by reasonably detailed supporting information; and (ciii) on the resolution of a Dispute under clause 23, any where an amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date has been incorrectly included in the disputed invoice (in that the amount would have been due for payment under this clause 9, and ending when payment is made. To claimed in the extent invoice was greater than the Tax Invoice is held not amount the Issuer was entitled to be payableinvoice at the time of issuing the invoice), the Non-disputing Party must Issuer will promptly issue a corresponding credit invoice or Credit Note to the Disputing PartyRecipient, and if the Recipient has already paid some or all of that amount, then within 10 Working Days of the Resolution Date, the Issuer will refund the overpayment to the Recipient, together with: (A) a Use of Money Adjustment, applied from the date of overpayment up to but excluding the date of the refund, or (if earlier) the date 15 Working Days after receipt of the Invoice Dispute Notice; and (B) unless the overpayment is refunded to the Recipient within 15 Working Days after receipt of the Invoice Dispute Notice, Default Interest, applied from the date 15 Working Days after receipt of the Invoice Dispute Notice up to but excluding the date of the refund.

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoicea) issued under this clause 9, the A party disputing the in receipt of an invoice ("“Disputing Party"”) must notify the other party which issued the invoice ("Non-“Invoicing Party”) within 7 Business Days of receipt of an invoice (of the kind described in clause 7.8(a)) (“Dispute Period”) if it disputes its obligation under this agreement to pay all or part of that invoice (“Disputed Invoice”) and must include in that notice its grounds for disputing Party"the Disputed Invoice and the amount disputed. (b) in writing and provide details as to the reasons why Unless the Disputing Party disputes that invoice gives notice to the Invoicing Party within 18 months the Dispute Period, the Disputing Party must pay the Disputed Invoice in full, subject to its right to seek a subsequent adjustment under clause 7.6 or to dispute the amount of the date invoice under clause 7.9(d) after the invoice has been paid in full. (c) If the Disputing Party notifies the Invoicing Party of a Disputed Invoice with the Dispute Period, the parties will seek to resolve that dispute in accordance with clause 7.9(d), and the Disputing Party will be required to pay the greater of the first Tax Invoice issued in respect following amounts within the applicable period for payment of the Distribution Services charges relevant invoice under clause 7.8(a): (1) the subject amount of the invoice not genuinely disputed Tax Invoice by the Disputing Party; or ("Invoice Dispute"2) 80% of the amount of the previous undisputed invoice from the Invoicing Party (or any other reasonable amount agreed by the parties). On receiving For the purposes of this clause 7.9(c), where a dispute as to an Invoice Dispute noticeinvoice is resolved, the Non-disputing resolved amount will be deemed to be an undisputed invoice amount. (d) Any dispute (notified under clause 7.9(a)) shall be resolved in accordance with this clause and neither party may refer the dispute to the dispute resolution procedure under clause 14 until the parties have satisfied obligations under clause 7.9(c), paragraph (1) of this clause 7.9(d) and, if applicable, paragraph (2) of this clause 7.9(d). The Invoicing Party mustwill: (a1) if the Non-disputing Party agrees discuss with the matters set out Disputing Party any queries that the Disputing Party may have in relation to an invoice; and (2) conduct an internal review of the Invoice Dispute notice andinvoice within 10 Business Days after receipt of the notice. The Invoicing Party will report its findings to the Disputing Party as soon as practicable after completion of that review. If the matter is not resolved within 2 Business Days from the receipt by the Disputing Party of the Invoicing Party’s report under clause 7.9(d)(2), either party may refer it to dispute resolution under clause 14. (e) If, following the resolution of a dispute in accordance with clause 7.9(d) or clause 14, it is determined that the amount that is properly due to the Invoicing Party in relation to that invoice is: (i1) more than the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be already paid by the Disputing Party within 6 Working Days of receipt of the Credit NoteParty, but need not pay prior to the time set out in clause 9.4 or 9.5; or (ii) then the Disputing Party has paid must pay within 3 Business Days to the disputed invoice, calculate Invoicing Party the difference between the amount already paid and the amount determined to be payable, together with interest on that amount for the period of the underpayment; (2) less than the amount already paid by the Disputing Party, then the Invoicing Party has over paid and promptly issue a Credit Note must pay within 3 Business Days to the Disputing Party for the difference between the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was already paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not determined to be payable, together with interest on that amount for the Non-disputing Party must issue period of the overpayment. (f) Interest on the difference payable under clause 7.9(e) shall be calculated at the Default Rate applicable on the first day of each month, capitalised on the first day of each month and calculated on actual days elapsed and a Credit Note 365 day year for each day after that invoice was due to be paid up to and including the date the difference and any accrued interest payable under this clause 7.9(e) (if any) is paid. (g) Unless the parties otherwise agree, no party may set off or deduct any money which it owes to the other party against any money which the other (second) party owes to the first party. (h) The payment by the Disputing PartyParty of all or part of an invoice from the Invoicing Party (whether or not that invoice was disputed by the Disputing Party at the time) will not preclude the Disputing Party from subsequently challenging its liability to pay that invoice or a part of that invoice (unless the challenge relates to a dispute which has already been finally determined in accordance with this clause 7.9).

Disputed Invoices. If the Trader Retailer or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 911, the party disputing the invoice ("“Disputing Party"”) must will notify the other party ("“Non-disputing Party"”) in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party mustwill: (a) if the Non-disputing Party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior to the time set out in clause 9.4 11.4 or 9.511.5; or (ii) the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must will include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must will apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.4 or 9.511.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 25 and if the Disputing Party has not paid the disputed Tax Invoice, it must will pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 11.4 or 9.511.5; and (c) on the resolution of a Dispute under clause 2325, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 911, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must will issue a Credit Note to the Disputing Party.

Disputed Invoices. If the Trader or the Distributor any party disputes a Tax Invoice (which includes a Revision Invoice) an invoice issued under this clause 9clauses 11.1 or 11.3, the disputing party disputing the invoice ("Disputing Party") must shall notify the other receiving party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputing party disputes that invoice within 18 12 months of the date of the first Tax Invoice issued in respect supply of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an the Invoice Dispute notice, the Non-disputing Party mustreceiving party shall: (a) if where the Non-disputing Party receiving party agrees with the matters set out in the Invoice Dispute notice and: (i) the Disputing Party Generator or the Distributor, as appropriate, has not paid the disputed Tax Invoiceinvoice, promptly issue a Credit Note for new invoice and the disputed amount, and any remaining amount owed must be paid by relevant party will pay the Disputing Party new invoice within 6 Working Days of receipt of the Credit Notereceiving it, but need not pay prior to the time set out in clause 9.4 11.1 or 9.511.3; or (ii) the Disputing Party Generator or the Distributor, as appropriate, has paid the disputed invoice, calculate the amount that the Disputing Party relevant party has over or under paid and promptly issue a Credit Note an invoice to the Disputing Party disputing party for the amount over paidor under paid amount, which must include a Use of Money Adjustment. Any amount owed must as appropriate, and that invoice plus any Default Interest is to be paid by the Non-disputing Party settled within 6 Working Days of issuing the Credit Noteinvoice for the over or under paid amount. A Use of Money Adjustment must The Default Interest will apply for the period commencing on the date the original Tax Invoice invoice was paid due for settlement under clauses 11.1 or 11.3 and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 11.1 or 9.511.3; or (b) if where the Non-disputing Party receiving party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute the matter will be referred to dispute resolution in accordance with clause 23 and if the Disputing Party Generator or the Distributor, as appropriate, has not paid the disputed Tax Invoiceinvoice, it must will pay the undisputed amount of the disputed Tax Invoice invoice issued in accordance with clauses 9.4 11.1 or 9.511.3; and (c) on upon the resolution of a any Invoice Dispute under clause 2311.5(b), any the party which is found to have an outstanding amount owed must be paid by the relevant party will pay that amount within 6 Working Days. , plus Default Interest is payable to the other party. The Default Interest will apply for the period commencing on the date the disputed amount would have been due for payment under this clause 9clauses 11.1 or 11.3, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing Party.

Disputed Invoices. If (a) No later than 18 months after the Trader or last day of the Distributor disputes month to which a Tax Invoice (which includes a Revision Invoice) issued under this clause 9agreement relates, the party disputing the invoice to which that Tax Invoice was issued ("Disputing Party"“Recipient”) must notify may give notice to the other party ("Non-disputing Party"“Issuer”) setting out reasonable details of a dispute (in writing each case, an “Invoice Dispute Notice”). (b) Where the Recipient issues an Invoice Dispute Notice before the due date for payment and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of has not paid the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute noticeInvoice, and the Non-disputing Party must: (a) if the Non-disputing Party Issuer agrees with the matters set out in the Invoice Dispute notice and: (i) Notice, the Disputing Party has not paid the disputed Tax Invoice, Issuer must promptly issue a Credit Note for the disputed amount, amount and the Recipient must pay any remaining amount owed must be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, Note but need not pay prior to the time set out in clause 9.4 9.5 or 9.5; or9.6. (iic) Where the Disputing Party has paid the disputed invoice, calculate the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing Party for the amount over paid, which must include a Use of Money Adjustment. Any amount owed must be paid by the Non-disputing Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party Issuer disagrees with the matters set out in the Invoice Dispute noticeNotice, either party may raise a Dispute in accordance with clause 23 17 and if the Disputing Party Recipient has not paid the disputed Tax InvoiceInvoice it may withhold payment of the disputed portion of the Tax Invoice until the dispute has been resolved, so long as it must pay has given the Invoice Dispute Notice in good faith and pays any undisputed portion of the disputed Tax Invoice by the applicable due date. (d) When the correct amount of the disputed Tax Invoice issued is finally agreed by the parties or determined by an arbitrator, court, or other tribunal of competent jurisdiction (“Resolution Date”), except to the extent the parties agree otherwise: (i) where the Recipient has withheld payment of an amount that was correctly included in accordance the disputed Tax Invoice, the Recipient will pay the amount within 10 Working Days of the Resolution Date, together with clauses 9.4 or 9.5Default Interest applied from the original due date up to but excluding the date of payment; (ii) where the Issuer has undercharged the Recipient (in that the amount claimed in the Tax Invoice was less than the amount the Issuer was entitled to invoice at the time of issuing the Tax Invoice), the Issuer may issue a further Tax Invoice for the amount of the undercharge, together with a Use of Money Adjustment applied to that amount from the due date of the original Tax Invoice up to but excluding the date of the new Tax Invoice, and the Recipient will pay that Tax Invoice within 10 Working Days of receipt, so long as that Tax Invoice is accompanied by reasonably detailed supporting information; and (ciii) on the resolution of a Dispute under clause 23, any where an amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date has been incorrectly included in the disputed Tax Invoice (in that the amount would have been due for payment under this clause 9, and ending when payment is made. To the extent claimed in the Tax Invoice is held not was greater than the amount the Issuer was entitled to be payableinvoice at the time of issuing the Tax Invoice), the Non-disputing Party must Issuer will promptly issue a corresponding Credit Note to the Disputing PartyRecipient, and if the Recipient has already paid some or all of that amount, then within 10 Working Days of the Resolution Date, the Issuer will refund the overpayment to the Recipient, together with: (A) a Use of Money Adjustment, applied from the date of overpayment up to but excluding the date of the refund, or (if earlier) the date 15 Working Days after receipt of the Invoice Dispute Notice; and (B) unless the overpayment is refunded to the Recipient within 15 Working Days after receipt of the Invoice Dispute Notice, Default Interest, applied from the date 15 Working Days after receipt of the Invoice Dispute Notice up to but excluding the date of the refund.

Disputed Invoices. (a) If a Party disagrees with any invoice and, it shall pay the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing full amount of the invoice ("Disputing Party") must and shall immediately notify the other party Party ("Non-disputing the “Issuing Party"”) of ​ ​ ​ ​ ​ SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). ​ the reasons for such disagreement, except that in writing and provide details the case of manifest error in computation the Party receiving the Monthly Hire Invoice shall pay the correct amount after advising the Issuing Party of the error. An invoice may be contested by the Party that received it or modified by the Party that sent it, by notice delivered to the other Party within a period of ***** months after such receipt or sending, as the case may be. Where a Party issues a new invoice to take into account any such modification(s), the new invoice shall refer to the serial number of the disputed invoice. Promptly after resolution of any dispute as to an invoice, the reasons why amount agreed to be due shall be paid by Owner or Charterer (as the Disputing Party disputes that case may be) to the other Party, together with interest thereon at the Interest Rate from the Payment Date or the disputed invoice within 18 months of to the date of the first Tax Invoice issued in respect repayment of the Distribution Services charges due amount. In the subject of event the disputed Tax Invoice ("Invoice Dispute"). On receiving Parties are unable to resolve the dispute as to an Invoice Dispute notice, invoice the Non-disputing Party must:matter shall be referred to arbitration in accordance with Clause 34.2. (ab) if the Non-disputing If a Party agrees with the matters set out in the Invoice Dispute notice andcommits a breach of its obligation to pay any amount properly due pursuant to this Charter: (i) the Disputing other Party shall notify the defaulting Party of such default and if Charterer has not paid the disputed Tax Invoice, promptly issue a Credit Note for the disputed amount, and any remaining amount owed must defaulted on payment of Hire then Owner shall be paid by the Disputing Party within 6 Working Days of receipt of the Credit Note, but need not pay prior entitled to the time remedies set out in clause 9.4 or 9.5Clause 23.4(c); orand (ii) such unpaid amounts shall bear interest from the Disputing Party has due date until the date paid at a rate, compounded annually, equal to LIBOR plus ***** per cent. (*****%) per annum (the disputed invoice“Interest Rate”), calculate which shall be the amount that the Disputing Party has over paid and promptly issue a Credit Note to the Disputing sole compensation of Party for the amount over paid, which must include a Use other Party’s failure to make payments when due (notwithstanding any right of Money Adjustment. Any amount owed must be paid by the Non-disputing either Party within 6 Working Days of issuing the Credit Note. A Use of Money Adjustment must apply to claim for the period commencing on the date the original Tax Invoice was paid and ending when re-payment is made, but the amount need not be settled prior termination payments pursuant to the time set out in clauses 9.4 or 9.5; or (b) if the Non-disputing Party disagrees with the matters set out in the Invoice Dispute notice, either party may raise a Dispute in accordance with clause 23 and if the Disputing Party has not paid the disputed Tax Invoice, it must pay the undisputed amount of the disputed Tax Invoice issued in accordance with clauses 9.4 or 9.5; and (c) on the resolution of a Dispute under clause 23, any amount owed must be paid by the relevant party within 6 Working Days. Default Interest is payable for the period commencing on the date the disputed amount would have been due for payment under this clause 9, and ending when payment is made. To the extent the Tax Invoice is held not to be payable, the Non-disputing Party must issue a Credit Note to the Disputing PartyClause 23.5).