Overview

The WaiverNo Waiver, or Waiver and Extension clause aims to ensure that a party's failure to enforce its contractual rights, whether intentionally or by oversight, does not result in a waiver of those rights or remedies for their breach.

A party may decide not to strictly enforce the provisions of the contract on a particular occasion or under certain circumstances. It might, for example, accept late payments without insisting on an agreed-upon penalty, or allow the other party to send goods of a different quality on occasion. 

At its most basic, the Waiver clause provides that a party does not waive its rights to insist upon strict compliance with terms of the contract in the future simply because it has deviated from the enforcement of those terms in the past. A more complex Waiver and Extension clause will also make the parties right to extend or waive explicit, provide any limitations on that right, obligations, conditions, or time frames that cannot be extended or waived, and how extensions and waivers are executed.