Common use of Disputes and Adjustments of Invoices Clause in Contracts

Disputes and Adjustments of Invoices. If an invoice or portion thereof or any other claim or adjustment arising hereunder is disputed in good faith, payment of the undisputed portion of the invoice must be made when due, with Notice of the objection given to the other Party stating the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved; provided, however, that if the disputing Party’s Credit Rating is below Investment Grade, it must transfer Performance Assurance to the other Party in an amount equal to the amount in dispute. The Parties shall use good faith efforts to resolve the dispute or identify the adjustment as soon as possible. Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) days of such resolution along with interest accrued at the Interest Rate from and including the due date up to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment up to but excluding the date repaid or deducted by the Party receiving such overpayment. If an invoice is not rendered by Seller within twelve (12) months after the close of the applicable Delivery Date the right to payment for such performance is waived.

Disputes and Adjustments of Invoices. If In the event an invoice or portion thereof or any other claim or adjustment adjustments arising hereunder is disputed in good faithdisputed, payment of the undisputed portion of the invoice must shall be required to be made when due, with Notice of the objection given to the other Party stating Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved; provided, however, that if the disputing Party’s Credit Rating is below Investment Grade, it must transfer Performance Assurance to the other Party in an amount equal to the amount in dispute. The Parties shall agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possiblepossible in accordance with the provisions of Article Eighteen (Dispute Resolution). Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) calendar days of such resolution along with interest accrued at the Interest Rate from and including the due date up to date, but excluding the date paidon which the payment is made. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent paymentsinvoices, with interest accrued at the Interest Rate from and including the date of such overpayment up to but excluding the date repaid or deducted by the Party receiving such overpayment. If Any dispute with respect to an invoice is not rendered by Seller waived unless the other Party is Notified in accordance with this Section 9.4 within twelve (12) months after the close of invoice is rendered or any specific adjustment to the applicable Delivery Date the right to payment for such performance invoice is waivedmade.