DELAY AND DEFAULT Clause Samples
The "Delay and Default" clause defines the consequences and procedures that apply when a party fails to perform its contractual obligations on time. Typically, this clause outlines what constitutes a delay or default, the notification requirements, and any grace periods or remedies available to the non-breaching party, such as the right to claim damages or terminate the contract. Its core function is to allocate risk and provide a clear framework for addressing late performance or non-performance, thereby protecting both parties from uncertainty and potential losses.
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DELAY AND DEFAULT. Seller shall promptly notify Buyer in writing of any anticipated or actual delay, the reasons therefore, and the actions being taken by seller to overcome or minimize the delay. If requested by ▇▇▇▇▇, Seller shall, at Seller’s expense, ship via air or other expedient method of transportation to avoid or minimize the delay to the maximum extent possible. In the event Seller, for any reason, anticipates any difficulty in complying with the required delivery date, or in meeting any of the other requirements of this order, Seller shall promptly notify Buyer in writing, Seller will notify Buyer as soon as ▇▇▇▇▇▇ learns of any change in ownership or control of Sellers products. If such change occurs, Buyer will have unilateral right to terminate this agreement. In the event of any such termination, ▇▇▇▇▇▇ agrees to render full cooperation to Buyer in order to minimize disruption of the Buyer's program. In lieu of terminations, Buyer may require Seller to provide adequate assurance of performance, including, but not limited to the institution of special controls regarding the protection of Buyer's proprietary information.
DELAY AND DEFAULT. 15.14.1 The Supplier undertakes to keep the Contracting Company informed of circumstances which result or may potentially result in delay in the delivery of Products.
15.14.2 Failure by the Supplier in delivering any Product on or before the relevant Delivery Date for such Product to the Contracting Company shall entitle the Contracting Company to claim from the Supplier liquidated damages in respect of each of such failure as follows: the sum equivalent to [one per cent (1%)] of the relevant costs for such Product for each day of delay (including Sundays and public holidays) or part thereof after the relevant deadline up to:
(i) the date of actual delivery; or
(ii) in case of non-delivery, the date of termination with respect to such Product, subject to a maximum of [ten per cent (10%)] of the relevant costs for such Product, without prejudice to any other liability or obligation of the Supplier under the relevant Statement of Work. The Supplier and the Contracting Company accept and agree that the aforesaid is a genuine pre-estimate of the loss that would be suffered by the Contracting Company resulting from or in connection with the Supplier’s late delivery, taking into account all relevant considerations, including the disruptions caused to the Contracting Company’s operations and the possible costs in sourcing for substitute sources before the late delivery was effected.
15.14.3 Such liquidated damages shall be paid to the Contracting Company not later than [thirty (30) days] from the date of issuance of the Contracting Company's written notification to the Supplier informing the Supplier of the amount of liquidated damages payable. the Contracting Company shall be entitled to deduct a sum equivalent to the liquidated damages payable and/or any payment due to the Contracting Company under Clause 15.14.2 from any monies due or to become due to the Supplier failing which the liquidated damages and/or such payments shall be a debt due from the Supplier to the Contracting Company. The Contracting Company shall be entitled to charge interest on any delayed payment by the Supplier at the rate of [eight per cent (8%) per annum] or the maximum rate of interest permitted by law, if lower.
15.14.4 If the Supplier fails to deliver the Products in accordance with the relevant Statement of Work or the Products are rejected by the Contracting Company or the relevant Statement of Work is terminated for cause by the Contracting Company:
(i) the Supplier shall use its...
DELAY AND DEFAULT. In the event the Vendor fails to achieve (other than as permitted by this Contract) the Substantial Completion of a System on or before the Guaranteed Substantial Completion Date for such System or during a ten day cure period following such date, the Vendor shall pay, weekly in arrears, for the next [*] commencing on the eleventh day after the Guaranteed Substantial Completion Date, Liquidated Damages to the Owner in an amount equal to [*] (pro-rated on a daily basis for periods of time less than one week) of the total amount of all Purchase Orders relating to the System with respect to which the Vendor has so failed, based on the number of days elapsed after a ten day cure period following the Guaranteed Substantial Completion Date and before the achievement of Substantial Completion; provided that in the event that Substantial Completion is not achieved prior to the expiration of such [*] period, thereafter Vendor shall pay, weekly in arrears, additional Liquidated Damages to the Owner in an amount equal to [*] (pro-rated on a daily basis for periods of time less than one week) of the total amount of all Purchase Orders relating to the System with respect to which the Vendor has so failed, based on the number of days elapsed after the [*] plus ten day cure period following the Guaranteed Substantial Completion Date and before the achievement of Substantial Completion; provided that in no event shall the amount of Liquidated Damages so paid in respect of a System exceed [*] of the total amount of all Purchase Orders relating to the System with respect to which the Vendor has so failed.
DELAY AND DEFAULT. In the event the Vendor fails to achieve (other than as permitted by this Contract) the Substantial Completion of a System on or before the Guaranteed Substantial Completion Date for such System or during a ten day cure period following such date, the Vendor shall pay, weekly in arrears, for the next [*] commencing on the eleventh day after the Guaranteed Substantial Completion Date, Liquidated Damages to the Owner in an amount equal to [*] (pro-rated on a daily basis for periods of time less than one week) of the total amount of all Purchase Orders relating to the System with respect to which the Vendor has so failed, based on the number of days elapsed after a ten day cure period following the Guaranteed Substantial Completion Date and before the achievement of Substantial Completion; [*] Certain material (included by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.
DELAY AND DEFAULT. Time is and shall remain of the essence in the performance of this Agreement and Seller shall strictly adhere to the shipment or delivery schedules specified in this Agreement. Failure to deliver in accordance with the Agreement Schedule, if unexcused, shall constitute a material breach of this Agreement. In the event of any anticipated or actual delay, including but not limited to delays attributed to labor disputes, Seller shall: (i) promptly notify Purchaser in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) provide Purchaser with a written recovery schedule; and (iii) if requested by Purchaser, ship via air or other expedited routing, at no additional cost to Purchaser, to avoid or minimize delay to the maximum extent possible.