Contracts & Pricing

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.

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