Delays clause: Copy, customize, and use instantly
Introduction
A delays clause outlines the rights and responsibilities of the parties involved when delays occur during the execution of obligations or timelines specified in the agreement. This clause defines what constitutes a delay, how delays are to be handled, and the possible consequences for delayed performance.
Below are templates for delays clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
General delays clause
This variation applies broadly to delays in performance.
If either party is unable to perform its obligations under this Agreement due to delays, the affected party must promptly notify the other party of the delay and the expected duration. Such delays shall not constitute a breach of this Agreement, provided that the delay is not caused by the fault or negligence of the affected party.
Delays due to force majeure
This variation applies to delays caused by force majeure events.
Neither party shall be held responsible for any delays in the performance of their obligations under this Agreement if such delays are caused by events beyond their reasonable control, including but not limited to acts of God, war, strikes, labor disputes, natural disasters, or government restrictions. The affected party must notify the other party of the force majeure event and its expected impact on performance.
Delays for project completion deadlines
This variation applies to delays related to project completion deadlines.
If the completion of the project or delivery of the goods or services outlined in this Agreement is delayed for any reason, the party responsible for the delay must provide a written notice to the other party. The parties may agree to extend the completion deadline or take appropriate actions to mitigate the impact of the delay.
Delays for third-party services
This variation applies to delays caused by third-party services or suppliers.
In the event that a delay occurs due to third-party services or suppliers, the party experiencing the delay must immediately inform the other party and provide reasonable evidence that the delay was caused by such third parties. Any such delays shall not constitute a breach of this Agreement, but the parties shall take reasonable steps to mitigate the effects of the delay.
Delays for regulatory approval
This variation applies when delays occur due to regulatory approvals.
If the performance of this Agreement is delayed due to the need for regulatory approval, the affected party shall promptly notify the other party of the delay and the expected timeline for receiving the necessary approvals. In such cases, the timeline for performance shall be extended by the length of the delay caused by the regulatory approval process.
Delays due to actions of the other party
This variation applies when one party's delay is caused by the actions or inactions of the other party.
If one party fails to fulfill its obligations under this Agreement, causing a delay in the performance of the other party's obligations, the non-defaulting party may extend the deadline for performance. The defaulting party shall not be responsible for delays caused by the other party's failure to perform in a timely manner.
Delays for custom or bespoke work
This variation applies to delays related to custom or bespoke work.
If delays occur due to the need for custom designs, specialized components, or any other bespoke work, the party responsible for the custom work shall inform the other party of the delay and provide a revised timeline for completion. Delays caused by customization shall not constitute a breach of this Agreement.
Delays with liquidated damages
This variation applies when delays result in liquidated damages.
If any party fails to meet the specified timelines for performance under this Agreement, the delayed party shall be liable for liquidated damages of [specific amount, e.g., $500 per day] for each day the delay continues beyond the agreed-upon completion date. The liquidated damages are intended to cover the losses caused by the delay and do not limit the other party’s right to seek further compensation.
Delays in delivery of goods
This variation applies to delays in the delivery of goods.
In the event that the delivery of goods is delayed, the party responsible for the delay must notify the other party of the new estimated delivery date. If the delay exceeds [specific timeframe, e.g., 30 days], the other party may choose to cancel the order and seek a refund or alternative remedy.
Delays due to insufficient resources
This variation applies when delays occur due to insufficient resources, such as staff or materials.
If the party responsible for performance is delayed due to insufficient resources, such as a lack of staff, materials, or equipment, the party experiencing the delay must promptly notify the other party and take reasonable steps to resolve the issue and minimize the impact of the delay. Extended delays may result in the renegotiation of timelines or additional compensation for the affected party.
Delays for weather-related disruptions
This variation applies when delays are caused by weather-related events.
In the event of a delay caused by extreme weather conditions, such as hurricanes, storms, or flooding, the affected party must notify the other party of the delay and provide an updated schedule. These weather-related delays shall not be considered a breach of this Agreement, but the affected party must take reasonable steps to mitigate the impact of the delay.
Delays for unforeseen circumstances
This variation applies when delays occur due to unforeseen circumstances.
If a party is unable to meet the obligations set forth in this Agreement due to unforeseen circumstances, they must notify the other party as soon as reasonably possible. These unforeseen delays shall not be deemed a breach of this Agreement, provided that the affected party takes reasonable steps to remedy the delay.
Delays due to supply chain disruptions
This variation applies to delays caused by disruptions in the supply chain.
If a delay occurs due to a disruption in the supply chain, such as shortages or delays in obtaining necessary materials or goods, the party responsible for procurement shall inform the other party of the delay. The timeline for performance shall be extended by the duration of the delay caused by the supply chain disruption.
Delays due to strikes or labor disputes
This variation applies when delays occur due to strikes or labor disputes.
If a delay occurs as a result of a strike, lockout, or other labor dispute, the party affected by the delay shall immediately notify the other party. The party responsible for the delay shall not be held liable for the delay if such labor-related disruptions are beyond their control.
Delays due to software or technical failures
This variation applies to delays caused by software or technical issues.
If a delay arises due to technical failures, such as server outages, software bugs, or other IT-related issues, the affected party must notify the other party promptly and provide an updated timeline for resolution. Such delays shall not be considered a breach of the Agreement if the affected party takes reasonable efforts to restore service or resolve the issue.
Delays for government-imposed restrictions
This variation applies when delays are caused by government-imposed restrictions.
If a delay occurs due to government-imposed restrictions, such as a quarantine or lockdown order, the affected party must notify the other party as soon as possible. The timeline for performance shall be extended by the duration of the restriction or until the government order is lifted.
Delays for approval or permit requirements
This variation applies to delays caused by waiting for approvals or permits.
If performance is delayed due to the need for regulatory approvals or permits, the affected party shall notify the other party and provide an estimated timeline for receiving the required approvals. The timeline for the completion of the agreement shall be extended for the duration of the delay caused by the approval process.
Delays due to failure to meet conditions precedent
This variation applies when delays occur due to failure to meet conditions precedent.
If a delay occurs because one party has failed to fulfill a condition precedent required under this Agreement, the other party is entitled to extend the performance deadline until the condition is satisfied. Failure to meet such conditions does not relieve the delayed party of their obligations under this Agreement.
Delays due to third-party dependencies
This variation applies when delays are caused by third-party dependencies.
In the event of a delay caused by a third-party provider, such as a subcontractor or vendor, the party experiencing the delay must notify the other party promptly. The delay shall not constitute a breach of this Agreement, but the party responsible for managing the third party shall take reasonable steps to mitigate the effects of the delay.
Delays due to changes in law or regulation
This variation applies when delays are caused by changes in laws or regulations.
If a delay arises due to changes in applicable laws, regulations, or governmental requirements, the affected party shall promptly notify the other party and provide an updated timeline. The performance deadline shall be extended by the length of the delay caused by such regulatory changes.
Delays due to labor shortages
This variation applies to delays caused by labor shortages.
If performance is delayed due to a shortage of qualified labor or workforce, the affected party shall inform the other party of the delay and provide an expected timeline for resolution. The affected party shall use reasonable efforts to minimize the impact of such labor shortages and mitigate any further delays.
Delays for issues with subcontractors
This variation applies when delays occur due to subcontractor performance issues.
If a delay is caused by a subcontractor’s failure to perform as expected, the responsible party must promptly inform the other party. The party facing the delay may be granted an extension, provided the delay is not due to the primary contractor’s negligence or failure to properly manage the subcontractor.
Delays for approval from stakeholders
This variation applies when delays are caused by waiting for stakeholder approvals.
In the event of a delay due to the need for approval or sign-off from stakeholders, the party responsible for obtaining approval shall notify the other party of the delay and provide an updated timeline for when approval is expected. The timeline for performance shall be extended for the duration of the delay caused by the approval process.
Delays for construction-related issues
This variation applies to delays related to construction or building projects.
If there is a delay in the construction or building project due to unforeseen conditions, such as unexpected site conditions, permitting issues, or weather, the contractor must notify the other party promptly and provide a revised completion schedule. These delays shall not constitute a breach of this Agreement, provided reasonable steps are taken to resolve the issues.
Delays for product defects or recalls
This variation applies to delays caused by defects or product recalls.
If a delay occurs due to product defects or the need for a recall, the party responsible for the product shall notify the other party immediately. The delivery or performance deadline will be extended by the time required to address the defect or recall issue, including any corrective actions taken.
Delays for equipment failure
This variation applies when delays occur due to equipment failure.
In the event that a delay is caused by the failure of essential equipment or machinery, the affected party must notify the other party of the issue and provide an estimated timeline for repair or replacement. The deadline for performance will be extended based on the time required to resolve the equipment failure.
Delays for staffing changes or turnover
This variation applies to delays caused by staffing changes or turnover.
If a delay arises due to staffing changes or turnover, the responsible party must inform the other party as soon as possible. The timeline for performance may be extended to accommodate the time needed for training new staff or hiring replacements.
Delays for delays in materials procurement
This variation applies to delays caused by delays in procuring materials.
If a delay arises due to the inability to procure necessary materials or resources on time, the affected party must notify the other party immediately. The timeline for delivery or performance will be extended by the duration of the delay in obtaining the materials, provided that the affected party takes all reasonable steps to procure the materials as quickly as possible.
Delays due to unforeseen technical issues
This variation applies when delays are caused by unforeseen technical challenges.
If a delay occurs due to unforeseen technical issues, such as software bugs, hardware failure, or system malfunctions, the affected party must notify the other party immediately. The timeline for performance will be extended for the period required to resolve these technical issues.
Delays due to pandemics or public health emergencies
This variation applies to delays caused by pandemics or public health emergencies.
In the event of delays caused by pandemics, public health emergencies, or widespread health-related restrictions, the affected party must promptly inform the other party. The timeline for performance shall be extended by the duration of the public health emergency or any related restrictions that prevent timely performance.
Delays for approval or processing of financial matters
This variation applies when delays are caused by financial matters such as funding or payment approvals.
If a delay occurs due to the approval or processing of financial matters, including payments, loans, or funding, the responsible party must notify the other party immediately. The performance deadline will be extended based on the time required for financial approvals or processing.
Delays due to international trade restrictions
This variation applies when delays are caused by international trade restrictions.
If a delay occurs due to trade restrictions, tariffs, or other international regulations that prevent the timely delivery of goods or services, the affected party must notify the other party promptly. The timeline for performance will be adjusted based on the duration of such restrictions.
Delays due to government shutdowns
This variation applies to delays caused by government shutdowns.
In the event of a government shutdown or closure that impacts the timely performance of obligations under this Agreement, the affected party must immediately notify the other party. The performance deadline will be extended by the duration of the shutdown or closure.
Delays caused by regulatory compliance issues
This variation applies to delays caused by regulatory compliance challenges.
If a delay occurs due to the need to comply with new or changing regulations, laws, or industry standards, the affected party shall notify the other party. The timeline for performance will be extended based on the time needed to meet the new compliance requirements.
Delays due to labor strikes or work stoppages
This variation applies to delays caused by labor strikes or work stoppages.
If a delay occurs due to a labor strike or work stoppage, the affected party must notify the other party promptly. The performance schedule will be extended for the period of the strike or work stoppage, provided that the affected party takes reasonable steps to mitigate the delay.
Delays due to unforeseen natural disasters
This variation applies when delays are caused by natural disasters like earthquakes or floods.
In the event that a delay occurs due to a natural disaster, such as an earthquake, flood, or tornado, the affected party must notify the other party immediately. The timeline for performance will be extended for the duration of the delay caused by the disaster.
Delays due to delays in government licensing or permits
This variation applies when delays occur due to delays in obtaining necessary licenses or permits.
If a delay is caused by the failure to obtain necessary government licenses or permits, the responsible party must notify the other party promptly. The performance deadline will be extended by the time required to secure the required licenses or permits.
Delays for quality control inspections
This variation applies when delays occur due to quality control inspections.
If a delay occurs due to required quality control inspections or testing, the affected party must notify the other party immediately. The timeline for performance shall be extended to account for the duration of the inspection process, provided the party experiencing the delay uses reasonable efforts to complete the inspections as quickly as possible.
Delays due to supply chain breakdowns
This variation applies when delays are caused by breakdowns in the supply chain.
If a delay occurs due to a breakdown in the supply chain, including transportation issues, raw material shortages, or disruptions in vendor services, the responsible party must notify the other party as soon as possible. The timeline for performance will be extended to account for the duration of the supply chain disruption.
Delays due to construction permits or inspections
This variation applies to delays caused by construction permit or inspection issues.
If a delay arises due to waiting for necessary construction permits, inspections, or approvals, the affected party must notify the other party promptly. The completion timeline will be extended based on the time required to obtain the necessary approvals or pass the inspections.
Delays due to unforeseen changes in market conditions
This variation applies when delays are caused by unforeseen changes in market conditions.
If a delay occurs due to unforeseen changes in market conditions, such as a sudden downturn in the market or a shift in demand, the affected party must notify the other party. The timeline for performance shall be adjusted based on the impact of these market changes.
Delays due to legal actions or litigation
This variation applies when delays are caused by legal actions or litigation.
If a delay occurs due to legal actions, lawsuits, or other litigation that prevent the timely performance of this Agreement, the affected party must immediately notify the other party. The performance schedule will be extended by the time required to resolve the legal matter.
Delays caused by delays in material certification
This variation applies when delays occur due to certification issues with materials.
If a delay occurs because materials or products require certification and the certification process is delayed, the affected party must notify the other party. The performance schedule will be extended by the duration of the certification delay.
Delays due to changes in scope of work
This variation applies when delays are caused by changes in the scope of work.
If a delay arises due to changes in the scope of work, whether initiated by the client or external factors, the party responsible for the change must notify the other party promptly. The timeline for performance will be adjusted based on the extent of the change and its impact on the project schedule.
Delays due to the unavailability of key personnel
This variation applies when delays are caused by the unavailability of key personnel.
If a delay occurs due to the unavailability of key personnel, including illness, personal emergencies, or vacation, the responsible party must notify the other party immediately. The timeline for performance will be extended based on the time needed to replace or reassign the key personnel.
Delays caused by currency or exchange rate fluctuations
This variation applies when delays occur due to currency or exchange rate fluctuations.
If a delay arises because of significant fluctuations in currency or exchange rates that impact the ability to perform under this Agreement, the affected party must notify the other party. The performance deadline will be extended to account for the delay caused by the financial changes.
Delays due to restrictions on transportation or logistics
This variation applies when delays are caused by transportation or logistics restrictions.
If delays occur due to restrictions on transportation, customs issues, or other logistics challenges, the affected party must notify the other party promptly. The timeline for performance will be extended for the period of the transportation or logistics delay.
Delays due to workforce strikes or union disputes
This variation applies when delays are caused by workforce strikes or disputes.
If a delay occurs due to a strike, labor union dispute, or other workforce-related issues, the affected party must notify the other party of the situation. The timeline for performance shall be extended based on the duration of the labor dispute or strike.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.