Common use of Exclusion and Limitation of Liability Clause in Contracts

Exclusion and Limitation of Liability. (a) You acknowledge that our timely supply of the Gold Bullion depends on availability and other practicalities. You further acknowledge that we shall not be liable to you under any circumstances whatsoever for any Losses directly or indirectly caused by any delay in delivery or any unavailability of Gold Bullion, whether as a result of any third party (including any counterparty pursuant to the Corresponding Purchase Transaction) or otherwise, unless such delay in delivery or unavailability of Gold Bullion arises directly out of our gross negligence, fraud or wilful default. (b) In the event of settlement of any Losses you suffer, we (including our insurers) shall become subrogated, to the extent of such payment, to all of your rights of recovery against any responsible party respecting such Losses. You undertake to execute and deliver all documents required by us (including our insurers), and to cooperate with and assist our insurers fully in connection with the exercise of such rights, including the maintenance of any legal proceeding in your name. You further undertake that neither you nor your agents shall do anything to prejudice our or our insurers’ rights. (c) Without prejudice to any provision of these Gold Bullion Terms, we will not be liable to you in respect of any Losses incurred by reason of, arising from or resulting from any loss of or damage to the Gold Bullion once they are delivered to you in accordance with Clause 4.5.