Mondelez 2012 Annual Report Download - page 244

Subject to the other provisions of this Article 12 and except as otherwise provided in the applicable Supplement for the countries specified
therein, each Monthly Invoice provided for under Section 12.1
shall be due and payable by Kraft by wire transfer in immediately available funds
within [ * * * ] days after receipt by Kraft of such Monthly Invoice unless the amount in question is disputed in accordance with Section 12.4 .
Any amount due under this Agreement for which a time for payment is not otherwise specified also shall be due and payable within [ * * * ]
days, subject to Kraft’s right to withhold pursuant to Section 12.4 . Any undisputed amounts not paid when due will thereafter bear interest until
paid at the Interest Rate.
With respect to any amount to be paid or reimbursed by Kraft hereunder, Kraft may set off against such amount any amount that Supplier is
obligated to pay or credit Kraft hereunder; provided that (i) Kraft will first set off amounts due with respect to any Services in any country
against invoices for the same country; (ii) Kraft will notify Supplier if the invoice for the same country is insufficient to set off the full amount
due and permit Supplier or the applicable Supplier Affiliate to pay remaining amount due, and (iii) Kraft will be responsible for currency risk for
amounts Kraft elects to set off against another country’s invoice to the extent such other country uses a different currency.
Kraft may withhold payment of particular Charges that Kraft reasonably disputes in good faith subject to the following:
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS
THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
95
12.2
Payment Due
.
12.3
Set Off
.
12.4
Disputed Charges
.
12.4.1
Notice of Dispute
. If Supplier’s invoice includes sufficient detail and supporting documentation to enable Kraft to reasonably
determine whether Supplier’
s Charges are in accordance with this Agreement, Kraft shall notify Supplier on or before the payment due
date of such invoice if it disputes any of the Charges in such invoice.
12.4.2 Notice of Insufficient Detail, Documentation and Dispute . If Supplier’s invoice does not include sufficient detail and supporting
documentation to enable Kraft to reasonably determine whether Supplier’s Charges are in accordance with this Agreement, Kraft shall
so notify Supplier on or before the payment due date. Supplier shall promptly provide such reasonable detail and supporting
documentation, and Kraft shall notify Supplier within 10 business days after receipt thereof by the Kraft Contract Manager whether it
disputes any of the Charges in Supplier
’
s invoice.
12.4.3
Description and Explanation
. If Kraft disputes any Supplier Charges, Kraft shall so notify Supplier promptly after becoming aware
of the issue and provide a description of the particular Charges in dispute and an explanation of the reason why Kraft disputes such
Charges.
12.4.4
Continued Performance
. Subject to compliance with the provisions of
Section 12.4.6
, each Party agrees to continue performing its
obligations under this Agreement while any dispute is being resolved unless and until such obligations are terminated by the
termination or expiration of this Agreement.