Principles of International Commercial Contracts, 1994 - UNIDROIT
Chapter 7 - Non-Performance
Section 4 - Damages
Article 7.4.13 - Agreed Payment for Non-Performance
(1) Where the contract provides that a party who does not perform is to pay a specified sum to the aggrieved party for such non-performance, the aggrieved party is entitled to that sum irrespective of its actual harm.
(2) However, notwithstanding any agreement to the contrary the specified sum may be reduced to a reasonable amount where it is grossly excessive in relation to the harm resulting from the non- performance and to the other circumstances.