Can I agree a fixed late-delivery payment?
Yes, you can negotiate an agreed late-delivery payment with your UK sourcing seller. Ask your solicitor to check enforceability and draft the delivery trigger, calculation, exceptions and relationship with other remedies together. Agree the order facts and milestones with Cambridge China Bridge.
Confirm the seller and brief the solicitor
Start with the company selling you the goods, the governing law and the contract documents. Ask your solicitor to confirm which law governs the order rather than assuming this from the counterparty's UK location. Our seller or agent guide explains that distinction. Ask a solicitor qualified in the chosen jurisdiction to review the clause alongside the seller supply terms.
Give the solicitor your delivery purpose, the consequences of delay and the commercial interest the payment should protect. Ask them to assess penalty risk and proportionality rather than simply label the payment compensation. The penalty principles quoted in the official Nosworthy judgment say that simply punishing the defaulter is not a proper interest.
Define exactly when the payment starts
Choose a binding delivery milestone: factory readiness, shipment or receipt at the named destination. State the date, time zone, required goods and documents, and the evidence establishing completion. Decide whether defective goods, missing documents or an unusable partial delivery stop the clock. Avoid using an estimated sailing date as a substitute for the agreed delivery obligation.
Ask the solicitor to define permitted extensions, buyer changes, late approvals, overlapping causes of delay and the notice and evidence needed to revise the deadline. Specify who approves a revised date and whether accrued payments remain payable. Coordinate these provisions with the force majeure guide.
Make the calculation reproducible
Choose a lump sum for the missed milestone or an agreed amount for each defined period of delay. For a recurring payment, multiply the agreed rate by the chargeable periods, then apply the agreed cap. Define calendar or working periods, treatment of incomplete periods, currency and the stopping event. If the rate uses order value, identify the affected goods and whether freight, duty and VAT enter that base.
Prepare a written rationale using expected disruption, replacement sourcing, idle resources and the delivery purpose. Ask the solicitor to assess the legitimate interest protected and the proposed amount together. Cabinet Office public procurement guidance recommends proportionate liquidated damages; use that as a drafting prompt, not a mandatory formula for your private purchase.
Align the payment with other remedies
Ask the solicitor to state whether the payment is the exclusive monetary remedy for the defined delay or whether specified additional losses remain claimable. Identify what it covers and arrange credit for overlapping recovery. Address expedited freight, replacement purchases, defective goods and refunds separately, rather than relying on a broad statement that all remedies remain available.
Specify the effect of termination, abandonment and goods that are never delivered: when the calculation stops, how accrued payments are handled and what remedy is intended afterwards. State whether the delay cap sits within or outside the overall liability cap, and what should happen if the payment clause is unenforceable. Test the wording against the termination and exclusion clauses.
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Agree the claim and payment process
Specify the claim notice, supporting calculation, recipient, payment deadline and dispute procedure. Decide whether settlement uses a payment, credit note or deduction, and ask the solicitor to draft the agreed mechanism. Read the withholding payment guide before proposing a deduction from an outstanding invoice.
Ask your accountant to check VAT treatment and documentation rather than assuming every compensation payment is treated alike. Before signing, run the clause through partial delivery, an approved extension, disputed quality and termination scenarios. Keep the agreed schedule, revisions, delivery evidence and claim calculations together so the buyer and seller can reproduce the result.
Frequently asked questions
Can I add a late-delivery payment after ordering?
Ask the seller to agree a written amendment and have your solicitor check how it joins the existing terms. Specify whether it concerns future delay, an existing missed deadline or settlement of an existing claim.
What is a reasonable late-delivery amount?
Prepare the commercial rationale and expected disruption costs. Ask your solicitor to assess proportionality and penalty risk, and agree a calculation and cap suited to the affected delivery.
Can I claim compensation and cancel the order?
Ask your solicitor to draft cancellation and the delay payment together. State the stopping event, treatment of accrued payments, intended remedies after termination and credit for overlapping recovery.
Can I deduct the payment from the seller's invoice?
Agree the deduction mechanism expressly and have your solicitor check the invoice terms. Specify notice, evidence and handling of disputed amounts before making a deduction.