The Letter Before Action That Contradicts Clause 8.2

There are two substantive discrepancies. First, the instructions demand payment within ten days, but clause 8.2 gives the Buyer 30 days from receipt of each undisputed invoice. A letter before action that misstates the contractual period damages the client's credibility and may be used by the other side. Second, '其' is ambiguous: the duty to remedy could fall on the supplier or the buyer. As a drafter I have more latitude than a translator to improve clarity, but I cannot invent facts or choose a party without instructions. I would not send the letter today. I would send the partner a short query identifying both points, attach a marked-up draft with bracketed alternatives, and ask the client to confirm which entity must cure and which invoice and receipt date are relied on. The six-week limitation period is relevant but does not justify sending an inaccurate letter; there is time to obtain instructions and, if necessary, issue a protective letter that preserves rights without misstating clause 8.2.

Draft: 'Under clause 8.2 of the Agreement, the Buyer was required to pay each undisputed invoice within 30 days of receipt. Invoice [number], dated [date], was received by the Buyer on [date]. Payment therefore fell due on [date]. As at the date of this letter, the sum of [amount] remains outstanding. Unless payment in full is received by [date], our client will commence proceedings to recover the outstanding sum, together with interest and costs. All of our client's rights and remedies are reserved.' I would use the defined term 'Buyer', not 'Party A', because the contract governs. I would not use 'ten days' unless the client confirms a separate contractual or statutory basis. I would preserve 'undisputed' because clause 8.2 is limited to undisputed invoices; omitting it would overstate the claim. The reservation of rights is standard, but I would not label the letter 'without prejudice', because a letter before action is intended to be open and may be shown to the court. I would leave the payment deadline as a placeholder until the partner confirms a date that is realistic and consistent with the pre-action protocol.

I would not resolve it by guessing. I would quote the Chinese sentence in a query to the partner and ask whether the obligation to remedy attaches to the Buyer's failure to pay or to the Supplier's alleged defective performance. If the contract contains a cure clause, I would ask for the clause number and draft the sentence by reference to that clause rather than to a pronoun. If instructions remain unclear, I would use a bracketed alternative such as '[the Buyer/the Supplier] shall remedy the breach within a reasonable time' and leave the bracket visible in the draft. I would not send a letter containing an unresolved bracket. If the partner insists on sending today, I would mark the letter as a draft for client approval and explain in writing that the ambiguity has not been confirmed. The limitation date is a reason to preserve rights, not a reason to attribute a breach to the wrong party.