EXTRA-CONTRACTUAL DAMAGES Extra-contractual damages are defined as punitive, statutory or compensatory damages due to the Ceding Company's negligence, oppression, malice, fault, wrongdoing or bad faith in connection with an award against the Ceding Company in excess of the limits of the policy reinsured as a result of, but not limited to, an act, omission or course of conduct committed solely by the Ceding Company in connection with the benefits payable under a particular policy reinsured under this Agreement.
EXTRA CONTRACTUAL OBLIGATIONS In the event Retrocedant or Retrocessionaire is held liable to pay any punitive, exemplary, compensatory or consequential damages because of alleged or actual bad faith or negligence related to the handling of any claim under any Reinsurance Contract or otherwise in respect of such Reinsurance Contract, the parties shall be liable for such damages in proportion to their responsibility for the conduct giving rise to the damages. Such determination shall be made by Retrocedant and Retrocessionaire, acting jointly and in good faith, and in the event the parties are unable to reach agreement as to such determination, recourse shall be had to Article XV hereof.
Contractor’s Employees Contractor may, in its discretion and at its own expense, employ such assistants as Contractor deems necessary to perform the Services. If any specific employee is designated in Schedule 1 to perform the Services, Contractor may only replace such designated employee with SMUD’s prior written approval, and with a replacement satisfactory to SMUD. SMUD may not control, direct, or supervise Contractor or Contractor’s Representatives in the performance of the Services. Contractor agrees to assume full responsibility for the payment and deduction of all state and federal taxes and benefits from Contractor’s Representatives, including but not limited to any applicable payroll and income taxes, unemployment insurance, disability insurance, retirement, workers’ compensation, pension, or other social security benefits for all persons or entities employed or retained by Contractor in the performance of the Services under this Agreement, and if applicable for all self-employment and other taxes incurred by Contractor in the performance of the Services.
Sub-Contractors Transfer Agent may, without further consent on the part of Customer, subcontract with other subcontractors for telephone and mailing services as may be required from time to time; provided, however, that the Transfer Agent shall be as fully responsible to the Customer for the acts and omissions of any subcontractor as it is for its own acts and omissions.
SUBCONTRACTUAL RELATIONS 5.3.1 By written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities
Contractor’s Personnel The Contractor shall employ only personnel who are appropriately qualified, skilled and experienced in their respective trades or occupations. The Authority may require the Contractor to remove any personnel engaged for the Works, who in the opinion of the Authority:
(a) has engaged in any misconduct;
(b) is incompetent or negligent in the performance of his duties;
(c) fails to conform with any provisions of the Contract;
(d) engages in any conduct which is prejudicial to safety, health, or the protection of the environment; or
(e) makes errors in the discharge of his functions. If appropriate and required by the Employer, the Contractor shall then appoint (or cause to be appointed) a suitable replacement person.
Where a Contracting Party expropriates the assets of a company which is incorporated or constituted under the law in force in any part of its own territory, and in which investors of the other Contracting Party own shares, it shall ensure that the provisions of this Article are applied so as to guarantee prompt, adequate and effective compensation in respect of their investment to such investors of the other Contracting Party who are owners of those shares.
Contractual Penalty If the Contractor refuses or fails to duly complete the Assignment after the Assignment Order has been awarded to the Contractor and signed in accordance with this Agreement, the Company is entitled to request the Contractor to pay a contractual penalty in the amount of 10% (ten percent) of the Fee for the respective Assignment. Should the Contractor fail to meet any of the milestones or delivery dates under any of the Assignment Orders and provided that the cause of such delay is attributable to the action or inaction of the Contractor, the Company is entitled to request the Contractor to pay to the Company a contractual penalty of 0.1% (zero point one percent) of the amount of the Fee payable for the respective Assignment for each day of delay, provided that each such contractual penalty shall not exceed 10% (ten percent) of the Fee payable for the respective Assignment. Should the Company delay any payment in accordance with Clause 5.7, the Contractor is entitled to request the Company to pay a contractual penalty in the amount of 0.1% (zero point one percent) from the delayed amount for each day of delay, provided that the total amount of such contractual penalty payable by the Company under this Clause 13.2.3 shall not exceed 10% (ten percent) of the delayed amount. The contractual penalties shall be applied upon the sole discretion of the entitled Party under the Agreement considering the material consequences of the breach. Payment of the contractual penalty shall not release the Party from performance of any of its obligations under the Agreement. FORCE MAJEURE
SUB-CONTRACTING 34.1. The Purchaser approves the appointment of the sub-contractors specified in Schedule 5.6 (Approved Sub-contractors) in respect of the obligations specified in that Schedule.
34.2. The Service Provider may not sub-contract its obligations under the Contract to other sub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of the Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the Contract. The Service Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own.
34.3. Where the Service Provider enters into a sub-contract the Service Provider must ensure that a provision is included which:
34.3.1. requires payment to be made of all sums due by the Service Provider to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service Provider, payment must be made to the sub-contractor without deduction;
34.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the Purchaser;
34.3.3. requires that all contracts with sub-contractors and suppliers which the sub- contractor intends to procure, and which the sub-contractor has not before the date of this Contract, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx.xx) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and
34.3.4. is in the same terms as that set out in this clause 34.3 (including for the avoidance of doubt this clause 34.3.4 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and sub-contractor as the case may be.
34.4. The Service Provider shall also include in every sub-contract:
34.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 occur; and
34.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract.
34.5. Where requested by the Purchaser, copies of any sub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable.
34.6. Where the Service Provider proposes to enter into a sub-contract it must:
34.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and
34.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.
Certification as Small Contractor or Minority Business Enterprise This paragraph was intentionally left blank.
