Late‑payment clause for your contracts (country notes)

Replace every field in square brackets. Delete options that do not apply. Make sure this clause does not conflict with another section of the contract.

1. Parties and scope. This clause applies between [supplier’s legal name] (“Supplier”) and [buyer’s legal name] (“Buyer”) for [goods, services or work covered] under [contract or purchase-order reference].

2. Invoice and payment deadline. Supplier may invoice Buyer at [invoice frequency or milestone] by sending the invoice to [email address or invoicing portal]. Buyer will pay each valid invoice in [currency] within [number] calendar days after [receipt of invoice / stated milestone / other agreed trigger]. The parties’ requested standard is payment within 15 calendar days after receipt of an undisputed invoice, subject to applicable law and the parties’ written agreement.

3. Invoice requirements and receipt. An invoice must identify [required purchase-order number, description, amount, tax details or other documents]. Buyer will confirm receipt, or identify a missing required item, within [number] business days. An administrative issue does not postpone payment of an amount that is otherwise due and undisputed. The invoice is treated as received on [date of delivery to the agreed address / portal timestamp / other agreed method].

4. Disputed invoices. If Buyer disputes any part of an invoice, Buyer will notify Supplier in writing within [number] business days after receipt. The notice must identify the amount disputed, the specific reason, and the information needed to assess the dispute. Buyer will pay the undisputed portion by its due date. The parties will refer the disputed portion to [named contacts or roles], who will meet or confer within [number] business days and try in good faith to resolve it. If they do not resolve it within [number] days, either party may use the contract’s dispute-resolution process or applicable legal remedies.

5. Late payment. For an amount not paid by its due date, Buyer will pay late-payment interest at [rate and calculation method], beginning on [first day after the due date / other lawful start date], and any recovery costs that are [specified, reasonable and permitted by applicable law]. This paragraph applies only to the extent allowed by applicable law. If the law supplies a mandatory rate, method or entitlement, that rule applies instead of any inconsistent term in this paragraph.

6. No unagreed deductions or extensions. Buyer will not deduct, set off or withhold an amount from an invoice, or extend its payment deadline, unless the parties agree in writing or applicable law allows it. A change to payment terms must be in writing and approved by [authorized roles or named contacts].

7. Records and payment details. Buyer will send remittance details to [email or contact] when payment is made. Supplier will notify Buyer in writing of any change to its payment details using [verification method]. The parties will keep records of invoices, payment dates, disputes and agreed adjustments in accordance with applicable law.

8. Governing terms. This clause is subject to [applicable law and contract provisions]. If any part is unenforceable, the remaining terms continue to apply to the extent permitted by law. Nothing in this clause excludes a right or protection that cannot lawfully be excluded.