Tony M Jun 9, 2015:

And technically... as Danya has pointed out, it is commercially not normal practice to withhold payment of only one part of an invoice — normal practice would be to withhold the entire invoice total amount, unitl the dispute had been resolved, in which case a credit note might be raised for the disputed amount, and then the balance of the invoice would be settled, such that payment + credit note = original invoice amount.

This is really the whole point of this clause: payment of quite a large invoice could be held up if there is a quibble even over one small item on it.

Tony M Jun 9, 2015:

Not ambiguous I'm afraid I don't agree with Łukasz — I believe Zebung is correct when s/he says that both instances refer to 'invoices'.

There really isn't any ambiguity, as it says 'payment thereof' — not only does this follow on from 'invoices shall be paid', but also, the use of the preposition 'of' means it can only refer to 'payment of the invoices'; there is no other preceding noun to which 'payment of...' could apply, since the only other noun is 'items', with which one couldn't use 'of' — it would be 'payment for any items' or would have been shortened to 'payment for which' (which wouldn't actualy fit with the syntax as it stands).

The EN is very precise, and specifically so in order for it to be unambiguous!

"All such invoices shall be paid by Company ... after the receipt thereof, unless any items thereon are questioned by Company, in which event Company shall have the right to withhold payment of [such invoices] until ... "

Cf.:

"All such invoices shall be paid by Company ... after the receipt thereof, unless any items thereon are questioned by Company, in which event Company shall have the right to withhold payment [for any such items] until ... "

zebung Jun 9, 2015:

I think both refer to the invoices (the second meaning theat they can withold payment of disputed invoices). Agree with Lukasz.

Inge Luus Jun 9, 2015:

Agree 100% with Łukasz Gos-Furmankiewicz.

Łukasz Gos-Furmankiewicz Jun 9, 2015:

(I'm a lawyer and legal translator.) Which thereof? The first one or the second one? The first one refers to the invoices, the second one is ambiguous, and you, as the translator, shouldn't have to be guessing. It's the lawyers' job to set it right and explain the ambiguity. If you can't get them to do it, you need to make the translation exactly as ambiguous (i.e. in the same way and degree) as the original.