Template:IETA Master Agreement 9

9 Billing and Payment
9.1 Payment Due Date. Payment for each Transaction shall be due on the Payment Due Date. The Premium in respect of the purchase of an Option shall be paid by the Buyer to the Seller on the Premium Payment Date in relation to the relevant Option Transaction.
9.2 Statement.

9.2(a) Subject to Clause 9.2(b) (Statement), as soon as practicable after the Delivery Date or Trade Date for each Transaction, the Delivering Party shall send to the Receiving Party a written statement (the “Statement”) showing for such Transaction (or the relevant part of it, as the case may be):

9.2(a)(i) the PTA Quantity, Allowance Price, Contract Amount and, if an Option Transaction, the Premium;

9.2(a)(ii) the number of Delivered Allowances and the dates of the relevant Transfers;

9.2(a)(iii) (if applicable) the number of Physically Netted Allowances and full details of the Transaction(s) against which such Allowances were netted;

9.2(a)(iv) any amount owing from one Party to the other, including any amount owing by reason of Clause 12 (Transfer or Acceptance Failure), 9.4 (Disputed Payments) or 14 (Termination), stating any part of that amount or any other amount that has already been paid or set off under Clause 9.6 (Payment Netting);

9.2(a)(v) the net amount payable from one Party to the other after taking into account all the matters set out above (the “Statement Amount”); and

9.2(a)(vi) VAT on the Contract Amount and, in the case of an Option Transaction, on any Premium, and any other amount payable under Clause 11 (Taxes).

Each Party shall provide to the other Party such further information as may reasonably be requested by the other Party to substantiate the information contained in any Statementissued pursuant to this Clause 9.2.

9.2(b) For the avoidance of doubt, where a Monthly Billing Cycle is adopted by the Parties, only one consolidated Statementneeds to be issued for each calendar month as soon as practicable after the end of that calendar month in respect of all Transactions having a Payment Due Date falling within that calendar month. Each consolidated Statementwill specify (i) each of the items listed in Clause 9.2(a)(i) - (vi) in respect of each individual Transaction to which it pertains and (ii) aggregate totals for each of those items in respect of all Transactions to which it pertains.

9.2(c) Where, in respect of a Transaction, the Delivered Allowance Volume exceeds the relevant PTA Quantity, as long as the Receiving Party has taken all steps reasonably within its power to Transfer the excess number of Allowances back to the Delivering Party’s Holding Account, the Delivered Allowance Volume shall be deemed to be equal to the PTA Quantity for the purpose of calculating the Statement Amount.

9.3 Payment Mechanics.

9.3(a) By no later than the Payment Due Date, the Receiving Party or the Delivering Party, as the case may be, shall pay the Statement Amount to the other Party.

9.3(b) Payment shall be made in Euros by direct bank transfer or equivalent transfer of immediately available funds to the credit of the account specified by the Party to whom such payment is due.

9.4 Disputed Payments.

9.4(a) If a Party disputes in good faith any sum, either shown in the Statement, or payable in respect of an EEP Amount (or any other applicable penalties under the EU ETS Rules) under Clause 12.1(b)(ii) (Failure to Transfer), or of which it is notified in accordance with Clause 9.9 (No Accurate Information Available), as being payable by that Party, it shall give notice to the other Party of the amount in dispute and the reasons for the dispute and shall pay:

9.4(a)(i) if this Clause 9.4(a)(i) is specified as applying in Schedule 2 (Elections), the full amount invoiced by no later than the Payment Due Date; or

9.4(a)(ii) if this Clause 9.4(a)(ii) is specified as applying in Schedule 2 (Elections), the undisputed amount invoiced by no later than the Payment Due Date.

9.4(b) The Parties shall seek to settle the disputed amount as soon as reasonably possible. If they are unable to do so within a period of fourteen (14) days after the date a Party first notifies the other Party of such a dispute, either Party may, if so specified in Schedule 2 (Elections), require this matter to be referred to an Expert for determination in accordance with Clause 18.9 (Expert Determination).

9.4(c) Any adjustment payment required to be made in accordance with the resolution of a dispute shall be made, with interest payable in accordance with Clause 9.5 (Interest), within three (3) Banking Days of that resolution.

9.4(d) All Statements are conclusively presumed final and accurate unless objected to in writing, with adequate explanation and documentation, within two (2) years after the month the Statementwas received, or should have been received, by the Receiving Party.

9.5 Interest.

9.5(a) If a Party fails to pay to the other Party any amount due by the Payment Due Date as set out in this Agreement (or otherwise determined by any dispute resolution process), interest shall be payable on that amount at an annual rate equal to the Base Rate as applicable from time to time plus three per cent (3%) compounded monthly from and including the Payment Due Date up to, but excluding the date that payment is actually made.

9.5(b) If, following the resolution of a dispute or otherwise to correct any mistaken overpayment or underpayment made in good faith, one Party is required to pay an amount to the other Party, interest shall be payable on that amount at an annual rate equal to the Base Rate specified in the relevant Confirmation as applicable from time to time plus one per cent (1%) compounded monthly from the date when the amount would have been paid or not paid (as applicable) if the dispute, overpayment or underpayment had not occurred up to, but excluding the date that payment is actually made.

9.5(c) If the rate in Clauses 9.5(a) or 9.5(b) (Interest) ceases temporarily or permanently to be published, then the Party owed money may substitute a rate published by a published interbank lending rate that it considers in good faith to be the equivalent of that rate.

9.6 Payment Netting. If on any date Statement Amounts in Euros would otherwise be payable by each Party to the other, whether under one or more Transactions, then, on that date, each Party’s obligation to pay any such Statement Amount will be automatically satisfied and discharged and, if the aggregate of the Statement Amounts that would otherwise have been payable by one Party exceeds the aggregate of the Statement Amounts that would otherwise have been payable by the other Party, replaced by an obligation upon the Party by whom the larger aggregate of the Statement Amounts would have been payable to pay to the other Party the excess of the larger aggregate of the Statement Amounts over the smaller aggregate of the Statement Amounts.
9.7 Physical Netting of Deliveries. Unless otherwise specified in Schedule 2 (Elections), if on any date Allowances of the same Allowance Type and Specified Period would otherwise be Transferable by the Parties in respect of two or more Transactions which provide for Transfer between a Registry Pair or Transfer between an Account Pair, then on such date each Party’s obligation to Transfer any such Allowances will be automatically satisfied and discharged and, if the aggregate number of Allowances that would otherwise have been Transferable by one Party exceeds the aggregate number of Allowances that would otherwise have been Transferable by the other Party, replaced by an obligation upon the Party from whom the larger aggregate number of Allowances would have been Transferable to Transfer to the other Party a number of Allowances (of the same Allowance Type and Compliance Period) equal to the excess of the larger aggregate number of Allowances over the smaller aggregate number of Allowances.
9.8 Failure to Issue Statement. If the Delivering Party fails to issue a Statementin accordance with Clause 9.2 (Statement) or 9.3 (Payment Mechanics), then the Receiving Party may issue that Statementto the Delivering Party and, once issued, that Statementshall be treated as a Statementissued by the Delivering Party for the purposes of this Agreement. Failure to issue a Statementdoes not affect the rights and obligations of the Parties under this Agreement and is not a breach of a material obligation of this Agreement under Clause 14.2(c) (Material Obligations).
9.9 No Accurate Information Available. If any information required to prepare a Statementis not available at the time the Statementin question is prepared, then a Party may prepare the Statementin question based on its reasonable estimate of that information. If there is any change to the information used to prepare the Statementin question after it has been received or information that was estimated in order to prepare it becomes available, then, within two (2) years of the date the relevant Statementwas received, either Party may, by notice to the other, require an adjustment payment to be made to reflect the changed or newly available information. The adjustment payment is to be made within three (3) Banking Days of receipt of the notice together with interest calculated in accordance with Clause 9.5(b) (Interest).