This clause sets a deadline—usually 6 months or 1 year after a problem occurs—after which you cannot sue for breach of contract, even if you have a valid claim. For example: "Any claim must be made within 12 months of delivery, or you lose the right to claim." This protects the other party from old, stale claims and gives them certainty about their legal exposure. UK and US law generally allows these time limits, though they must be reasonable and clearly written.
Make sure the deadline is long enough for you to discover problems. For physical products, 12 months is often reasonable; for services, you might need longer. Check whether the clock starts from delivery, completion, or when you discover the problem—this makes a big difference. Negotiate to extend the deadline if you're dealing with something that takes time to fail (like construction or software), and ask for it to restart if the other party actively hides the problem. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause sets a deadline—usually 6 months or 1 year after a problem occurs—after which you cannot sue for breach of contract, even if you have a valid claim.
Why should I care about this clause?
For example: "Any claim must be made within 12 months of delivery, or you lose the right to claim." This protects the other party from old, stale claims and gives them certainty about their legal exposure.
What are my options?
UK and US law generally allows these time limits, though they must be reasonable and clearly written.