Payment by T&D Sample Clauses
The 'Payment by T&D' clause establishes that payments for goods or services will be made by the entity referred to as T&D. Typically, this clause outlines the timing, method, and conditions under which T&D is responsible for fulfilling payment obligations, such as upon delivery, after invoice approval, or within a specified period. Its core function is to clearly allocate financial responsibility, ensuring all parties understand who is accountable for payment and under what terms, thereby reducing the risk of disputes or confusion regarding payment processes.
Payment by T&D. (a) The T&D shall pay the amount stated in any invoice from Seller upon the later of (i) ten (10) days of the date appearing on the invoice or (ii) the 25th day of the month in which the invoice is received by T&D (“Due Date”), or if the T&D in good faith objects to all or a portion of the invoice, the T&D shall on or before the Due Date, (i) pay the undisputed portion of the invoice and (ii) provide an itemized statement of its objections setting forth in reasonable detail the basis for its objections. If the T&D does not object prior to the Due Date, the T&D shall be obligated to pay the full amount of such invoice, but the T&D may subsequently object to such invoice and, if such objection proves to be correct, receive a refund of the disputed amount, plus interest (calculated using the Dispute Interest Rate set forth in Section 4.2.4(b)) from the date of T&D’s original payment through the date of Seller’s refund payment. The right to dispute or object to an invoice, shall, subject to the time limitation provided in this Section 4.2.4(a), survive the expiration or termination of this Agreement. Payments shall be made by electronic funds transfer to an account designated by Seller in the invoice or in a notice delivered to the Seller.
(b) Any invoiced amounts remaining unpaid and not objected to after the expiration of the period for providing notice of a dispute pursuant to Section 4.2.4(a) shall bear interest at an annual interest rate equal to the prime rate (sometimes referred to as base rate) for corporate loans as published by The Wall Street Journal, in the money rates section, or in the event The Wall Street Journal ceases publication of such a rate, an equivalent rate selected by Seller, as such rate may be in effect from time to time during the period any such amounts remain unpaid, plus a margin of 200 basis points (“Late Payment Rate”). Any amounts which are the subject of a timely, good-faith dispute by Seller but which are subsequently determined to be due and owing shall bear interest at an annual interest rate equal to the prime rate, as defined in the previous sentence (“Dispute Interest Rate”).
(c) Unless the Parties mutually agree otherwise in writing, any payment due under subsection 4.2.4(a) or 4.2.4(b) hereof shall not be subject to monthly netting established by the Parties in the ordinary course of trading and shall be made without setoff or any other reduction on account of any claim Seller may have against T&D, other than a claim...