Tools / Contract library / Late chips: allocation, component constraints and delay relief
Contract library · GPU capacity contracts
Late chips: allocation, component constraints and delay relief
If the GPUs arrive late from NVIDIA or the server maker, who carries the delay?
In Anthropic’s order for Vera Rubin capacity from Nscale, the provider carries delay first: no fees while a tranche is late, then late delivery discounts, then a right for Anthropic to terminate the tranche with no liability. A supply chain shortage excuses the delay only if the provider showed early evidence, such as an initial allocation confirmation, that it had placed binding orders for enough systems, and told Anthropic promptly when its supplier changed its commitments. Until every tranche is delivered, the provider may not move other customers ahead. The discounts are stated to be partial compensation, not liquidated damages.
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What the filed contracts say
Contract
What the filed wording says
Anthropic / Nscale GPU order
The provider must report any actual or potential delay with its reasons and a written corrective action plan.
Anthropic / Nscale GPU order
After a long delay Anthropic pays nothing for the delay period and may terminate the tranche with no payment or liability.
Anthropic / Nscale GPU order
A supplier’s component constraint excuses the delay only if the provider gave early evidence, such as an initial allocation confirmation, of binding orders for enough GPU systems.
Anthropic / Nscale GPU order
The provider must also give written notice when its supplier changes its supply commitments, before the expected delivery date.
Anthropic / Nscale GPU order
Until all tranches are delivered, the provider may not reprioritise deliveries to other customers.
Anthropic / Nscale GPU order
The fee relief is partial compensation, not liquidated damages or a penalty.
The filed wording
Notification. Provider will notify Anthropic in writing as soon as reasonably practicable after Provider becomes aware of any actual or potential delay in the expected Delivery of all or any part of a Tranche, and will include in such notification all material information concerning the delay, including an explanation of the reason for the delay and a written corrective action plan to mitigate the delay and prevent any future delays.
Anthropic–Nscale order for GPU services (Vera Rubin NVL72), form filed with Nscale’s registration statement, Order, section 6 (Notification) · Nscale S-1, Exhibit 10.25
Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
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