English to Polish Law/Patents Law: Contract(s)

Delay

If yyy is not able to deliver the Products on time or if a delay is likely to occur, yyy shall without undue delay notify xxx thereof in writing, stating the reason for the delay and, if possible, the time when delivery can be expected. If yyy fails to give such notice, yyyy shall, regardless of the provisions in this Agreement, reimburse xxx for agreed expenses caused by the delay.

In the event that yyy fails to deliver the Products on time and fails to inform xxx about delay latest three (3) working days before confirmed delivery date xxx is entitled to liquidated damages from the date on which the ordered delivery should have taken place. The liquidated damages shall be 1% of the total value of the order which is delayed for each complete day of delay, regardless the fact that the delay may only concern a part of the order. The liquidated damages shall not exceed 30%. of the respective order value.

xxx is entitled to a reduction of the agreed purchase price for the relevant order, corresponding to the total amount of the liquidated damages.

Any liquidated damages shall not limit xxx’s right to claim reimbursement for any additional expenses, damages or losses suffered by xxx, in the event that such expenses, damages or losses suffered by xxx exceeds the liquidated damages. The amount must be agreed by both parties before any reduction.

Notwithstanding the above, xxx is entitled to immediately cancel the delayed order and/or to terminate this agreement if the delay is of vital importance to xxx or if the liquidated damages exceed the cap amount stated above.

If xxx causes any additional cost for yyy xxx must discuss this open with yyy.