Liquidated Damages (LD)
Also known as: LD
Liquidated damages (LD) are a pre-agreed sum a supplier must pay the buyer if it fails to meet a defined obligation, such as a delivery deadline.
Rather than argue over actual losses after a breach, the parties agree in advance a fixed amount — often a percentage of the contract value per day or week of delay — that becomes payable if the supplier misses a milestone. This gives certainty to both sides and a clear incentive for the supplier to perform on time.
To be enforceable, liquidated damages must be a genuine pre-estimate of likely loss, not a penalty designed purely to punish. They are common in construction, equipment supply and project contracts where late delivery causes measurable knock-on costs, and the LD clause should specify the rate, any cap and the triggering events precisely.
Frequently asked questions
- What are liquidated damages?
- Liquidated damages are a pre-agreed sum a supplier pays the buyer for failing to meet a defined obligation, such as delivering late, avoiding the need to prove actual losses.
- What is the difference between liquidated damages and a penalty?
- Liquidated damages are a genuine pre-estimate of likely loss and are generally enforceable, whereas a penalty is designed to punish and may not be enforceable. The distinction depends on how the clause is drafted.
Related terms
Service Level Agreement (SLA)
A service level agreement (SLA) defines the measurable standards a supplier commits to — such as response time, uptime or delivery reliability — and the consequences of missing them.
Read definitionTerms and Conditions (T&Cs)
Terms and conditions (T&Cs) are the clauses that govern the rights and obligations of the parties in a purchase or supply agreement.
Read definitionPerformance Bond
A performance bond is a financial guarantee, usually from a bank, that pays the buyer a set sum if the supplier fails to fulfil its contractual obligations.
Read definitionPenalty Clause
A penalty clause is a contract term that imposes a financial charge on a party for failing to meet agreed obligations, such as late or defective delivery.
Read definitionExplore related across the knowledge graph
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