Your supplier promised delivery on 15 March. It's now 25 March and nothing has arrived. You've got customers waiting, production lines sitting idle, and a reputation at stake. What can you actually do? The answer depends entirely on what your supply agreement says about late delivery and remedies.
Why delivery timelines matter
Under UK law, delivery is usually a condition of the contract. That means if the supplier fails to deliver on time, you've got rights. But the strength of those rights—and what remedy you can pursue—depends on your contract.
The Sale of Goods Act 1979 implies a term that goods will be delivered within a reasonable time. But "reasonable" is vague. Does that mean one day late? One week? One month? A well-drafted supply agreement removes the guesswork by specifying an exact date and what happens if that date is missed.
Time is of the essence: the critical clause
One of the most important phrases in a supply agreement is: "Time is of the essence." This tells the supplier that meeting the deadline is not just nice-to-have—it's fundamental to the contract.
If your contract includes this phrase and delivery is late, you might be entitled to reject the goods entirely, even if they arrive just one day late. You don't have to accept them and sue for damages; you can send them back.
But if the contract doesn't include "time is of the essence," a court will treat late delivery as a breach of warranty, not a breach of condition. That means you can't reject the goods automatically—you have to accept them and claim damages for the delay. That's a much weaker position.
So the first thing to check: is "time is of the essence" in your agreement? If not, push for it. It's a huge difference in your practical rights.
Liquidated damages vs. penalties
Most supply agreements include a "late delivery" clause that specifies what the supplier owes if they miss the deadline. Common language: "If delivery is late, the supplier shall pay £1,000 per day until delivery is made, up to a maximum of 10% of the contract price."
This is a liquidated damages clause. It pre-agrees the damages without requiring you to prove actual loss. You don't have to show you lost money—the contract says late delivery costs £1,000 per day, and you get that amount automatically.
But there's a trap. Under UK law, liquidated damages must be a genuine pre-estimate of the loss you'll suffer. If it's way too high, a court will strike it down as a "penalty." The question is: would the late delivery genuinely cause you £1,000 per day in loss? If so, it's enforceable. If it's wildly excessive, it's not.
Recent case law (Cavendish Square Holdings v Makdessi) has made this clearer: a clause is enforceable if it represents a genuine pre-estimate of loss and isn't manifestly excessive. Courts will look at the commercial context. For a £100,000 contract, £1,000 per day in damages is reasonable. For a £5,000 contract, it's probably a penalty.
What if the contract has no late delivery clause?
If there's no specific clause about late delivery, you can still sue for damages. But you have to prove them. You need to show: (1) delivery was late, (2) this caused you financial loss, and (3) the loss is quantifiable.
That sounds straightforward, but it's not. You have a duty to mitigate—to take reasonable steps to reduce your loss. If your production line stopped because of late delivery, did you try to get emergency supplies from another source? If you didn't, you can't claim full damages.
You also need to prove causation. If you lose a customer because of late delivery, you need to show that's really why—not because of market changes, price competition, or other factors. The court wants evidence.
For these reasons, liquidated damages are far more valuable. You don't have to prove loss—it's built into the contract.
Right to cure and cure periods
"Cure" means the right to fix the problem. A "cure period" is how long the supplier gets after the deadline to deliver without you terminating the contract.
Supplier-friendly agreements often say: "Delivery shall be within 15 days of the agreed date, and if delivery is late, the supplier shall have a further 10-day cure period before the buyer can terminate."
This protects the supplier from immediate termination over small delays. But it can trap you. If the cure period expires and you still don't have goods, you might have waited 25 days beyond the deadline. That's a long time to be without critical supplies.
A balanced approach: a short cure period (3-5 days) for minor delays, with escalating remedies (damages, termination for material breach) if the cure fails. Make sure the clause lets you terminate if the cure period is exceeded.
Rejection and acceptance of late goods
Do you have to accept goods that arrive late? It depends. Under the Sale of Goods Act, if time is of the essence, you can reject them. But you must act quickly. Once you've accepted the goods (used them, resold them, or done something that shows acceptance), you can't reject them anymore. You can only claim damages.
The practical rule: if goods arrive late and they don't meet your needs anymore (because you've already solved the problem another way, or the market has changed), reject them immediately. Don't unpack them or use them. Send them back and cite the late delivery. If you wait, acceptance is implied and you lose the right to reject.
Force majeure and excuses for late delivery
Most supply agreements include a force majeure clause: "The supplier is not liable for delays caused by circumstances beyond their reasonable control, such as war, natural disaster, or government action."
This is fair—you can't reasonably penalise a supplier for a flood or a pandemic. But watch the scope. Some suppliers try to include things like "supplier shortages" or "staff illness" under force majeure. That's too broad. The supplier should have backup supplies and contingency staffing.
A good force majeure clause is narrow and specific: natural disasters, war, government prohibition, or acts of God. Not market disruptions or ordinary business risks.
Remedies if the supplier is consistently late
What if late delivery becomes a pattern? The contract should address this. Typical escalation:
First late delivery: Liquidated damages apply. The supplier pays per the clause.
Two or more late deliveries within 12 months: You can terminate the contract without liability, or switch to a new supplier.
Persistent lateness: Grounds for termination for material breach, regardless of whether each individual delay is minor.
Make sure your agreement allows you to exit if the supplier proves unreliable. A supplier who's repeatedly late is not a reliable partner.
Next steps
If you're signing a supply agreement, check three things: (1) Is "time is of the essence" in there? (2) Are liquidated damages specified for late delivery? (3) Is the late delivery clause balanced—does it give you practical remedies without being so harsh you can't live with it?
If you're in dispute over late delivery, get the agreement reviewed to understand your rights. Upload your supply agreement to QuickLegalCheck for a detailed analysis of your remedies and protections.