Invoice Disputes

Invoice Disputes

From time to time, a customer may dispute an invoice submitted by a vendor for ordered goods or services.  As the following exemplars demonstrate, the parties may agree that a good-faith dispute properly noticed essentially stays enforcement of a vendor’s payment rights pending resolution of the dispute:

Exemplar C43-1

Unless otherwise set forth in the applicable Order or if there is a bona fide dispute with respect to payment of such invoice or a portion of the invoice, Buyer will pay each properly billed itemized invoice net 25th prox.  If there is a bona fide dispute regarding any invoice rendered or amount paid, the disputing party will notify the other party by written notice, in accordance with the Notice Section of this Agreement, and the parties will use their best efforts to resolve such dispute expeditiously. The time for paying the portion of the invoice in dispute will be extended by a period of time equal to the time between receipt of such notice and the resolution of such dispute. Undisputed portions of any invoice will be paid as stated above. Payment by Buyer of the undisputed potions of any invoice will not relieve Supplier of its obligation to perform services in accordance with the Order or constitute a waiver or acceptance of any defects or defaults.

Exemplar C43-2

Client will pay Contractor the fees set forth in a Schedule (the “Fees”) within sixty (60) days after Client’s receipt of an invoice from Contractor. If Client fails to pay any undisputed invoiced amounts when due, Client will, upon demand, pay interest at the rate of 1.5% per month (but in no event more than the highest interest rate allowable by law) on such delinquent amounts from the due date until the date of payment. If Client reasonably and in good faith disputes an invoiced item, then Client will notify Contractor in writing (which may be via email) prior to the invoice payment due date of the nature and basis of the dispute, and the parties will use their reasonable, good faith efforts to resolve the dispute within thirty (30) days following the invoice payment due date. Client will pay all undisputed amounts when due, and the disputed amount (or such amount as may be ultimately determined to be correct) shall be due within fifteen (15) days after the dispute is resolved.

Exemplar C43-3

Customer may dispute invoiced Fees if Customer believes in good faith that Fees were inaccurately invoiced (an “Invoice Dispute”). Invoice Disputes must be submitted to Contractor in writing and identify all disputed amounts and the reasons for dispute. Contractor will review in good faith all Invoice Disputes, and will provide Customer an explanation of Fees due following such review (an “Invoice Dispute Report”). If an Invoice Dispute is submitted before the Payment Due Date, then notwithstanding Section X (Payment), (a) Customer must only pay the amounts not subject to the Invoice Dispute, and (b) unpaid Fees stated in an Invoice Dispute Report to be accurately invoiced are due within 30 days after delivery of such report. If an Invoice Dispute is submitted after the Payment Due Date and the Invoice Dispute Report states that Fees paid were incorrectly invoiced, then Google will issue a credit equal to the agreed amount.

In the following exemplar, the vendor waives its right to be paid if the vendor fails to charge the customer in a timely manner (akin to a contractual statute of limitations):

Exemplar C43-4

If there is a delay of one hundred twenty (120) days or more in the delivery of any type of invoice to Buyer, the amount of such invoice due and payable by Buyer in accordance with this Agreement may be forfeited at Buyer’s sole discretion, and no further payment obligations by Buyer with respect to the delayed invoice will be due.