Common use of Disputed Invoices Clause in Contracts

Disputed Invoices. (a) In the event of disagreement concerning any invoice, the Party in disagreement shall timely pay the amount that is not in dispute and promptly give the other Party Proved Notice stating the reasons why it disagrees with the disputed amounts. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable manner. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute shall be submitted to an Expert for determination pursuant to Article 17 and the Parties involved agree to seek an expedited determination thereof. Upon resolution of the dispute, the payor shall immediately pay to the payee the amount determined under such resolution to be owed to the payee, plus interest accrued at an annual rate of three (3) percentage points above the Base Rate from the due date pursuant to Clause 13.3 (b) until the date payment is actually made. (b) Invoices may be corrected or modified only if, within sixty (60) Days after receipt thereof, the Party that disputes the invoice serves notice on the other Party questioning its correctness. If no such notice of dispute is served during such period, invoices shall be deemed correct and accepted by the Party to which they were delivered.

Appears in 2 contracts

Samples: Contract for the Sale and Purchase of Natural Gas, Contract for the Sale and Purchase of Natural Gas (GeoPark LTD)

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Disputed Invoices. (a) In the event of disagreement concerning any invoice, the Party in disagreement shall timely pay the amount that is not in dispute and promptly give the other Party Proved Notice stating the reasons why it disagrees with the disputed amounts. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable manner. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute shall be submitted to an Expert for determination pursuant to Article 17 and the Parties involved agree to seek an expedited determination thereof. Upon resolution of the dispute, the payor shall immediately pay to the payee the amount determined under such resolution to be owed to the payee, plus interest accrued at an annual rate of three (3) percentage points above the Base Rate from the due date pursuant to Clause 13.3 (b) until the date payment is actually made. (b) Invoices may be corrected or modified only if, within sixty six (606) Days Months after receipt thereof, the Party that disputes the invoice serves notice on the other Party questioning its correctness. If no such notice of dispute is served during such period, invoices shall be deemed correct and accepted by the Party to which they were delivered.

Appears in 2 contracts

Samples: Contract for the Sale and Purchase of Natural Gas (GeoPark LTD), Contract for the Sale and Purchase of Natural Gas (GeoPark LTD)

Disputed Invoices. (a) In the event any portion of disagreement concerning any invoiceinvoice is in dispute, the undisputed amount shall be paid when due. The Party in disagreement disputing a payment shall timely pay the amount that is not in dispute and promptly give notify the other Party Proved Notice stating of the reasons why it disagrees with basis for the disputed amounts. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification dispute, setting forth the details of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable mannerreasonable specificity. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute Disputes shall be submitted discussed by the Authorized Representatives, who shall use reasonable efforts to an Expert for determination pursuant amicably and promptly resolve the disputes, and any failure to Article 17 and the Parties involved agree shall be subject to seek an expedited determination thereofresolution in accordance with Section 14.3. Upon resolution of the any dispute, if all or part of the payor disputed amount is later determined to have been due, then the Party owing such payment or refund shall immediately pay to the payee within ten (10) days after receipt of notice of such determination the amount determined under such resolution to be owed to the payee, due plus interest accrued thereon at an annual rate of three (3) percentage points above the Base Interest Rate from the due date pursuant to Clause 13.3 (b) until the date payment is actually made. of payment. For purposes of this Section 11.3, “Interest Rate” shall mean the lesser of (bi) Invoices two hundred (200) basis points above the per annum prime rate reported daily in The Wall Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law. Buyer may be corrected or modified only ifdispute an invoice at any time within three hundred sixty-five (365) days after Xxxxx’s receipt of the invoice, provided that Buyer provides Seller with a written notification of such dispute, setting forth the details of such dispute in reasonable specificity. If, within sixty three hundred sixty-five (60365) Days after days of Xxxxx’s receipt thereofof an invoice, the Party Xxxxx does not notify Seller in writing of a dispute related to that disputes the invoice serves notice on the other Party questioning its correctness. If no such notice of dispute is served during such periodinvoice, invoices Buyer shall be deemed to have waived any dispute related to that invoice and the invoice shall be considered correct and accepted by the Party to which they were delivered.complete. APPROVAL DRAFT

Appears in 1 contract

Samples: Renewable Power Purchase Agreement

Disputed Invoices. (a) In the event any portion of disagreement concerning any invoiceinvoice is in dispute, the undisputed amount shall be paid when due. The Party in disagreement disputing a payment shall timely pay the amount that is not in dispute and promptly give notify the other Party Proved Notice stating of the reasons why it disagrees with basis for the disputed amounts. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification dispute, setting forth the details of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable mannerreasonable specificity. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute Disputes shall be submitted discussed by the Authorized Representatives, who shall use reasonable efforts to an Expert for determination pursuant amicably and promptly resolve the disputes, and any failure to Article 17 and the Parties involved agree shall be subject to seek an expedited determination thereofresolution in accordance with Section 14.3. Upon resolution of the any dispute, if all or part of the payor disputed amount is later determined to have been due, then the Party owing such payment or refund shall immediately pay to the payee within ten (10) days after receipt of notice of such determination the amount determined under such resolution to be owed to the payee, due plus interest accrued thereon at an annual rate of three (3) percentage points above the Base Interest Rate from the due date pursuant to Clause 13.3 (b) until the date payment is actually made. of payment. For purposes of this Section 11.3, “Interest Rate” shall mean the lesser of (bi) Invoices two hundred (200) basis points above the per annum prime rate reported daily in The Wall Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law. Buyer may be corrected or modified only ifdispute an invoice at any time within three hundred sixty five (365) days after Buyer’s receipt of‌‌ the invoice, provided that Buyer provides Seller with a written notification of such dispute, setting forth the details of such dispute in reasonable specificity. If, within three hundred sixty five (60365) Days after days of Buyer’s receipt thereofof an invoice, the Party Buyer does not notify Seller in writing of a dispute related to that disputes the invoice serves notice on the other Party questioning its correctness. If no such notice of dispute is served during such periodinvoice, invoices Buyer shall be deemed to have waived any dispute related to that invoice and the invoice shall be considered correct and accepted by the Party to which they were deliveredcomplete.

Appears in 1 contract

Samples: Power Purchase Agreement

Disputed Invoices. If a 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 (asubject to adjustment for outstanding undisputed Monthly Fees Invoice and/or Debit Notes) and shall immediately notify the other Party (the "Issuing Party") of the reasons for such disagreement, except that, in 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 ***** Banking Days after such receipt or sending, as the case may be. In the event the Parties are unable to resolve the dispute as to a Monthly Fees Invoice or Debit Note the matter shall be referred to arbitration in accordance with Clause 32.3. Promptly after resolution of disagreement concerning any invoicedispute as to a Monthly Fees Invoice or Debit Note, the Party in disagreement amount agreed or determined to be due shall timely pay be paid by Contractor or Customer (as the amount that is not in dispute and promptly give case may be) to the other Party Proved Notice stating Party, together with interest thereon at the reasons why it disagrees with the disputed amounts. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable manner. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute shall be submitted to an Expert for determination pursuant to Article 17 and the Parties involved agree to seek an expedited determination thereof. Upon resolution of the dispute, the payor shall immediately pay to the payee the amount determined under such resolution to be owed to the payee, plus interest accrued at an annual rate of three (3) percentage points above the Base Default Rate from the original due date pursuant to Clause 13.3 (b) until the date of payment is actually madeof the due amount. (b) Invoices may be corrected or modified only if, within sixty (60) Days after receipt thereof, the Party that disputes the invoice serves notice on the other Party questioning its correctness. If no such notice of dispute is served during such period, invoices shall be deemed correct and accepted by the Party to which they were delivered.

Appears in 1 contract

Samples: Fsru Operation and Services Agreement (Hoegh LNG Partners LP)

Disputed Invoices. (a) 15.5.1 In the event of disagreement concerning a Party disagrees with any invoice, it shall nevertheless make provisional payment of the Party total amount specified in disagreement the invoice and shall timely pay the amount that is not in dispute and promptly give immediately notify the other Party Proved Notice stating of the reasons why it disagrees with for such disagreement, except that in the disputed amountscase of obvious error in computation the Party receiving the invoice shall pay the correct amount after disregarding such error. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable manner. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute shall be submitted to an Expert for determination pursuant to Article 17 and the Parties involved agree to seek an expedited determination thereof. Upon resolution of the dispute, the payor shall immediately pay to the payee the amount determined under such resolution to be owed to the payee, plus interest accrued at an annual rate of three (3) percentage points above the Base Rate from the due date pursuant to Clause 13.3 (b) until the date payment is actually made. (b) Invoices An invoice may be corrected or modified only if, within sixty (60) Days after receipt thereof, contested by the Party that disputes received it, or modified by the invoice serves Party that sent it, by written notice on delivered to the other Party questioning its correctnesswithin a period of ninety (90) days after such receipt or sending, as the case may be. If no such notice of dispute is served during served, such period, invoices invoice shall be deemed correct and accepted by both Parties. Promptly after resolution of any dispute as to an invoice, the amount of any over-payment or under-payment shall be paid by the relevant Party to which they were deliveredthe other Party, together with interest on such over-payment or under-payment, as the case may be, such interest being calculated at the Interest Rate from the date payment was due to the actual date of payment. 15.5.2 Promptly and no later than five (5) Business Days after determination of any dispute as to an invoice by the Parties in accordance with Clause 18.2.1, any amounts of the original invoice that become payable as a result of such resolution shall be paid by Seller or Buyer (as the case may be) to the other Party. Interest on any such payment shall accrue at the Interest Rate from (but excluding) the due date of the original invoice to (and including) the date when final payment is made.

Appears in 1 contract

Samples: Master LNG Sale and Purchase Agreement

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Disputed Invoices. If Contractor reasonably and in good faith disputes any invoice or any portion thereof, Contractor shall give Subcontractor Notice of such dispute within fifteen (a15) In the event Business Days after receipt of disagreement concerning any such invoice, reasonable documentation, and the Party in disagreement required lien waivers and shall nevertheless timely pay the amount that is not undisputed portion of such invoice in accordance with Section 5.3. If Contractor fails to dispute an invoice within such fifteen (15) Business Day period, Contractor shall be deemed to have accepted such invoice in full. Upon receipt by Subcontractor of a timely dispute Notice, the Parties shall meet and promptly give the other Party Proved Notice stating the reasons why it disagrees with the disputed amounts. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable manner. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute shall be submitted to an Expert for determination pursuant to Article 17 and the Parties involved agree to seek an expedited determination thereofamicably. Upon resolution of any disputed amount, the agreed- upon amount shall be paid within fifteen (15) Business Days after resolution of the dispute. Contractor shall not be deemed to be in default of this Agreement by reason of withholding payment with respect to any portion of an invoice disputed reasonably and in good faith; provided, that if such dispute is resolved in Subcontractor’s favor, Contractor shall pay interest (as provided in the payor shall immediately pay next sentence) on such unpaid amounts dating back to the payee original due date set forth in the amount determined under such resolution to be owed to the payee, plus interest accrued at an annual rate of three (3) percentage points above the Base Rate from applicable invoice. Any payment not received on or before the due date pursuant to Clause 13.3 for such payment, shall bear interest at the rate of two percent (b2%) until above the date rate per annum quoted in the Wall Street Journal as the prime rate for corporate loans (or the arithmetic mean if there is more than one such rate), or the highest rate allowable by law, whichever is lower, commencing on the first Day after such payment is actually madedue and continuing until paid. (b) Invoices may be corrected or modified only if, within sixty (60) Days after receipt thereof, the Party that disputes the invoice serves notice on the other Party questioning its correctness. If no such notice of dispute is served during such period, invoices shall be deemed correct and accepted by the Party to which they were delivered.

Appears in 1 contract

Samples: Engineering, Procurement and Construction Agreement (BlueNRGY Group LTD)

Disputed Invoices. (a) In the event any portion of disagreement concerning any invoiceinvoice is in dispute, the undisputed amount shall be paid when due. The Party in disagreement disputing a payment shall timely pay the amount that is not in dispute and promptly give notify the other Party Proved Notice stating of the reasons why it disagrees with basis for the disputed amounts. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification dispute, setting forth the details of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable mannerreasonable specificity. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute Disputes shall be submitted discussed by the Authorized Representatives, who shall use reasonable efforts to an Expert for determination pursuant amicably and promptly resolve the disputes, and any failure to Article 17 and the Parties involved agree shall be subject to seek an expedited determination thereofresolution in accordance with Section 14.3. Upon resolution of the any dispute, if all or part of the payor disputed amount is later determined to have been due, then the Party owing such payment or refund shall immediately pay to the payee within ten (10) days after receipt of notice of such determination the amount determined under such resolution to be owed to the payee, due plus interest accrued thereon at an annual rate of three (3) percentage points above the Base Interest Rate from the due date pursuant to Clause 13.3 (b) until the date payment is actually made. of payment. For purposes of this Section 11.3, “Interest Rate” shall mean the lesser of (bi) Invoices two hundred (200) basis points above the per annum prime rate reported daily in The Wall Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law. Buyer may be corrected or modified only ifdispute an invoice at any time within three hundred sixty five (365) days after Buyer’s receipt of the invoice, provided that Buyer provides Seller with a written notification of such dispute, setting forth the details of such dispute in reasonable specificity. If, within three hundred sixty five (60365) Days after days of Buyer’s receipt thereofof an invoice, the Party Buyer does not notify Seller in writing of a dispute related to that disputes the invoice serves notice on the other Party questioning its correctness. If no such notice of dispute is served during such periodinvoice, invoices Buyer shall be deemed to have waived any dispute related to that invoice and the invoice shall be considered correct and accepted by the Party to which they were deliveredcomplete.

Appears in 1 contract

Samples: Power Purchase Agreement (Ormat Technologies, Inc.)

Disputed Invoices. (a) In the event any portion of disagreement concerning any invoiceinvoice is in dispute, the undisputed amount shall be paid when due. The Party in disagreement disputing a payment shall timely pay the amount that is not in dispute and promptly give notify the other Party Proved Notice stating of the reasons why it disagrees with basis for the disputed amounts. Buyer and Seller will enter into good faith negotiations (but without liability on any claim that a party did not negotiate in good faith) promptly upon notification dispute, setting forth the details of any disputed invoice, to attempt to resolve such dispute in a mutually acceptable mannerreasonable specificity. If such dispute is not resolved within thirty (30) Days, however, then upon the request of either Buyer or Seller, the dispute Disputes shall be submitted discussed by the Authorized Representatives, who shall use reasonable efforts to an Expert for determination pursuant amicably and promptly resolve the disputes, and any failure to Article 17 and the Parties involved agree shall be subject to seek an expedited determination thereofresolution in accordance with Section 14.3. Upon resolution of the any dispute, if all or part of the payor disputed amount is later determined to have been due, then the Party owing such payment or refund shall immediately pay to the payee within ten (10) days after receipt of notice of such determination the amount determined under such resolution to be owed to the payee, due plus interest accrued thereon at an annual rate of three (3) percentage points above the Base Interest Rate from the due date pursuant to Clause 13.3 (b) until the date payment is actually made. of payment. For purposes of this Section 11.3, “Interest Rate” shall mean the lesser of (bi) Invoices two hundred (200) basis points above the per annum prime rate reported daily in The Wall Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law. Buyer may be corrected or modified only ifdispute an invoice at any time within three hundred sixty-five (365) days after Xxxxx’s receipt of the invoice, provided that Buyer provides Seller with a written notification of such dispute, setting forth the details of such dispute in reasonable specificity. If, within sixty three hundred sixty-five (60365) Days after days of Xxxxx’s receipt thereofof an invoice, the Party Xxxxx does not notify Seller in writing of a dispute related to that disputes the invoice serves notice on the other Party questioning its correctness. If no such notice of dispute is served during such periodinvoice, invoices Buyer shall be deemed to have waived any dispute related to that invoice and the invoice shall be considered correct and accepted by the Party to which they were deliveredcomplete.

Appears in 1 contract

Samples: Renewable Power Purchase Agreement

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