Common use of Delivery Delay Liquidated Damages Clause in Contracts

Delivery Delay Liquidated Damages. (a) Each Liquefaction Train, Cold Box and E-House, and certain Deliverables have a Delivery Date. If Seller fails to deliver a Liquefaction Train, Cold Box, E-House or such Deliverable by its associated Delivery Date, as the Delivery Date may be extended according to a Change Order, Seller shall be obligated to pay to Buyer liquidated damages (the “Delivery Delay Liquidated Damages”) for delay in achieving the Delivery Date as from the first Day following the scheduled Delivery Date until the Day on which delivery of (i) that specific Liquefaction Train, Cold Box or E-House to the Delivery Point actually occurs, provided that Seller shall not be obligated to pay Delivery Delay Liquidated Damages for any Day (or part thereof) beyond [***] that is required for a Liquefaction Train to clear customs in the Country for reasons that are not attributable to Seller’s or its Subcontractors’ acts or omissions or (ii) that specific Deliverable to Buyer actually occurs. (b) The Delivery Delay Liquidated Damages payable by Seller to Buyer for each Day of delay in delivery of a specific Deliverable to Buyer beyond the Delivery Date for such Deliverable is [***] per Day. The aggregate amount of the Delivery Delay Liquidated Damages payable by Seller to Buyer for all Deliverables shall not exceed [***]. (c) For each Liquefaction Train (including the associated Cold Box or E-House), the liquidated damages payable by Seller to Buyer for each Day of delay in delivery of the specific Liquefaction Train, Cold Box or E-House (in each case, in its entirety) to the Delivery Point beyond the Delivery Date is (i) in respect of the first [***] Liquefaction Trains, Cold Box or E-House to be delivered, an amount equal to: (1) for each of the first [***] Days of delay, the amount in Dollars set forth opposite such Day on Appendix L (Liquidated Damage Amounts); and (2) thereafter, [***] per Day for each day of such delay for the next [***] days; (ii) in respect of the subsequent [***] Liquefaction Trains, Cold Boxes or E-Houses, an amount equal to: (1) for each of the first [***] Days of delay, the amount in Dollars set forth opposite such Day on Appendix L (Liquidated Damage Amounts); and (2) thereafter, [***] per Day for each day of such delay for the next [***] days. (d) The aggregate amount of Delivery Delay Liquidated Damages payable by Seller to Buyer for (i) each Liquefaction Train (including the associated Cold Box and E-House) shall not exceed the applicable Delivery Delay Liquidated Damages Cap, and (ii) all Liquefaction Trains (including all Cold Boxes and E-Houses) shall not exceed the Aggregate Delivery Delay Liquidated Damages Cap. Liquidated Damages payable by Seller to Buyer shall not exceed the Liquidated Damages Cap. Once Seller has accrued Delivery Delay Liquidated Damages in an amount equal to the Delivery Delay Liquidated Damages Cap or Aggregate Delivery Delay Liquidated Damages Cap, as applicable, Buyer shall be entitled to exercise the rights provided in Clause 6.5. (e) Buyer shall invoice Seller for any amounts due for Delivery Delay Liquidated Damages. Payment of any Delivery Delay Liquidated Damages shall occur by Seller within [***] following the date Buyer submits to Seller an invoice therefore. Buyer and Seller agree that the amount of Delivery Delay Liquidated Damages are reasonable in light of the anticipated harm caused by the breach of duty related thereto and the difficulties of proof of loss and inconvenience or non-feasibility of obtaining any adequate remedy with respect to the actual level of damages Buyer is likely to suffer as the result of a Delivery Delay Event, and the Parties are estopped from contesting the validity or enforceability of such liquidated damages. Except as provided in Clause 28.1 and Clause 28.3, the payment of Delivery Delay Liquidated Damages during the period prior to the Delay Limit Date shall be Buyer’s sole and exclusive remedy and Seller’s sole and exclusive liability for any Delivery Delay Event. In the event the Delivery Delay Liquidated Damages provisions in the Agreement are found for any reason to be void, invalid or otherwise inoperative so as to disentitle Buyer from claiming and recovering Delivery Delay Liquidated Damages from Seller for any Delivery Delay Event, Buyer shall, in addition to the remedies set forth below in Clause 6.5, be entitled to claim against Seller and recover for damages for any Delivery Delay Event; provided that such damages shall not exceed the limitations set forth in Clause 6.4(d).

Delivery Delay Liquidated Damages. (a) Each Liquefaction Train, Cold Box and E-House, Train and certain Deliverables have a Delivery Date. If Seller fails to deliver a Liquefaction Train, Cold Box, E-House Train or such Deliverable by its associated Delivery Date, as the Delivery Date may be extended according to a Change Order, Seller shall be obligated to pay to Buyer liquidated damages (the “Delivery Delay Liquidated Damages”) for delay in achieving the Delivery Date as from the first Day following the scheduled Delivery Date until the Day on which delivery of (i) that specific Liquefaction Train, Cold Box or E-House Train to the Delivery Point actually occurs, provided that Seller shall not be obligated to pay Delivery Delay Liquidated Damages for any Day (or part thereof) beyond [***] that is required for a Liquefaction Train to clear U.S. customs in the Country for reasons that are not attributable to Seller’s or its Subcontractors’ acts or omissions or (ii) that specific Deliverable to Buyer actually occurs. (b) The Delivery Delay Liquidated Damages payable by Seller to Buyer for each Day of delay in delivery of a specific Deliverable to Buyer beyond the Delivery Date for such Deliverable is [***] per Day. The aggregate amount of the Delivery Delay Liquidated Damages payable by Seller to Buyer for all Deliverables shall not exceed [***]] . (c) For each Liquefaction Train (including the associated Cold Box or E-House)Train, the liquidated damages payable by Seller to Buyer for each Day of delay in delivery of the specific Liquefaction Train, Cold Box or E-House Train (in each case, in its entirety) to the Delivery Point beyond the Delivery Date is (i) in respect of the first [***] Liquefaction Trains, Cold Box or E-House Trains to be delivered, an amount equal to: (1) for each of the first [***] Days of delay, the amount in Dollars set forth opposite such Day on Appendix L (Liquidated Damage Amounts); and (2) thereafter, [***] per Day for each day of such delay for the next [***] days; (ii) in respect of the subsequent [***] Liquefaction Trains, Cold Boxes or E-Houses, an amount equal to: (1) for each of the first [***] Days of delay, the amount in Dollars set forth opposite such Day on Appendix L (Liquidated Damage Amounts); and (2) thereafter, [***] per Day for each day of such delay for the next [***] days. (d) The aggregate amount of Delivery Delay Liquidated Damages payable by Seller to Buyer for (i) each Liquefaction Train (including the associated Cold Box and E-House) shall not exceed the applicable Delivery Delay Liquidated Damages Cap, and (ii) all Liquefaction Trains (including all Cold Boxes and E-Houses) shall not exceed the Aggregate Delivery Delay Liquidated Damages Cap. Liquidated Damages payable by Seller to Buyer shall not exceed the Liquidated Damages Cap. Once Seller has accrued Delivery Delay Liquidated Damages in an amount equal to the Delivery Delay Liquidated Damages Cap or Aggregate Delivery Delay Liquidated Damages Cap, as applicable, Buyer shall be entitled to exercise the rights provided in Clause 6.5. (e) Buyer shall invoice Seller for any amounts due for Delivery Delay Liquidated Damages. Payment of any Delivery Delay Liquidated Damages shall occur by Seller within [***] following the date Buyer submits to Seller an invoice therefore. Buyer and Seller agree that the amount of Delivery Delay Liquidated Damages are reasonable in light of the anticipated harm caused by the breach of duty related thereto and the difficulties of proof of loss and inconvenience or non-feasibility of obtaining any adequate remedy with respect to the actual level of damages Buyer is likely to suffer as the result of a Delivery Delay Event, and the Parties are estopped from contesting the validity or enforceability of such liquidated damages. Except as provided in Clause 28.1 and Clause 28.3, the payment of Delivery Delay Liquidated Damages during the period prior to the Delay Limit Date shall be Buyer’s sole and exclusive remedy and Seller’s sole and exclusive liability for any Delivery Delay Event. In the event the Delivery Delay Liquidated Damages provisions in the Agreement are found for any reason to be void, invalid or otherwise inoperative so as to disentitle Buyer from claiming and recovering Delivery Delay Liquidated Damages from Seller for any Delivery Delay Event, Buyer shall, in addition to the remedies set forth below in Clause 6.5, be entitled to claim against Seller and recover for damages for any Delivery Delay Event; provided that such damages shall not exceed the limitations set forth in Clause 6.4(d).

Delivery Delay Liquidated Damages. (a) Each Liquefaction Train, Cold Box and E-House, Train and certain Deliverables have a Delivery Date. If Seller fails to deliver a Liquefaction Train, Cold Box, E-House Train or such Deliverable by its associated Delivery Date, as the Delivery Date may be extended according to a Change Order, Seller shall be obligated to pay to Buyer liquidated damages (the “Delivery Delay Liquidated Damages”) for delay in achieving the Delivery Date as from the first Day following the scheduled Delivery Date until the Day on which delivery of (i) that specific Liquefaction Train, Cold Box or E-House Train to the Delivery Point actually occurs, provided that Seller shall not be obligated to pay Delivery Delay Liquidated Damages for any Day (or part thereof) beyond [***] that is required for a Liquefaction Train to clear customs in the Country for reasons that are not attributable to Seller’s or its Subcontractors’ acts or omissions or (ii) that specific Deliverable to Buyer actually occurs. (b) The Delivery Delay Liquidated Damages payable by Seller to Buyer for each Day of delay in delivery of a specific Deliverable to Buyer beyond the Delivery Date for such Deliverable is [***] per Day. The aggregate amount of the Delivery Delay Liquidated Damages payable by Seller to Buyer for all Deliverables shall not exceed [***]. (c) For each Liquefaction Train (including the associated Cold Box or E-House), the liquidated damages payable by Seller to Buyer for each Day of delay in delivery of the specific Liquefaction Train, Cold Box or E-House Train (in each case, in its entirety) to the Delivery Point beyond the Delivery Date is (i) in respect of the first [***] Liquefaction Trains, Cold Box or E-House Trains to be delivered, an amount equal to: (1) for each of the first [***] Days of delay, the amount in Dollars set forth opposite such Day on Appendix L (Liquidated Damage Amounts); and (2) thereafter, [***] per Day for each day of such delay for the next [***] days; (ii) in respect of the subsequent [***] Liquefaction Trains, Cold Boxes or E-Houses, Trains an amount equal to: (1) for each of the first [***] Days of delay, the amount in Dollars set forth opposite such Day on Appendix L (Liquidated Damage Amounts); and (2) thereafter, [***] per Day for each day of such delay for the next [***] days. (d) The aggregate amount of Delivery Delay Liquidated Damages payable by Seller to Buyer for (i) each Liquefaction Train (including the associated Cold Box and E-House) shall not exceed the applicable Delivery Delay Liquidated Damages Cap, and (ii) all Liquefaction Trains (including all Cold Boxes and E-Houses) shall not exceed the Aggregate Delivery Delay Liquidated Damages Cap. Liquidated Damages payable by Seller to Buyer shall not exceed the Liquidated Damages Cap. Once Seller has accrued Delivery Delay Liquidated Damages in an amount equal to the Delivery Delay Liquidated Damages Cap or Aggregate Delivery Delay Liquidated Damages Cap, as applicable, Buyer shall be entitled to exercise the rights provided in Clause 6.5. (e) Buyer shall invoice Seller for any amounts due for Delivery Delay Liquidated Damages. Payment of any Delivery Delay Liquidated Damages shall occur by Seller within [***] following the date Buyer submits to Seller an invoice therefore. Buyer and Seller agree that the amount of Delivery Delay Liquidated Damages are reasonable in light of the anticipated harm caused by the breach of duty related thereto and the difficulties of proof of loss and inconvenience or non-feasibility of obtaining any adequate remedy with respect to the actual level of damages Buyer is likely to suffer as the result of a Delivery Delay Event, and the Parties are estopped from contesting the validity or enforceability of such liquidated damages. Except as provided in Clause 28.1 and Clause 28.3, the payment of Delivery Delay Liquidated Damages during the period prior to the Delay Limit Date shall be Buyer’s sole and exclusive remedy and Seller’s sole and exclusive liability for any Delivery Delay Event. In the event the Delivery Delay Liquidated Damages provisions in the Agreement are found for any reason to be void, invalid or otherwise inoperative so as to disentitle Buyer from claiming and recovering Delivery Delay Liquidated Damages from Seller for any Delivery Delay Event, Buyer shall, in addition to the remedies set forth below in Clause 6.5, be entitled to claim against Seller and recover for damages for any Delivery Delay Event; provided that such damages shall not exceed the limitations set forth in Clause 6.4(d).