Common use of Indemnity Insurance Clause in Contracts

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall Thailand’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall Thailand’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall Thailand). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand (including without limitation those awarded against Pall Thailand in any such suit or proceeding) and, at Pall Thailand’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall Thailand’s property or premises); (c) any liability it may have to Pall Thailand arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand as an additional insured and shall waive any rights of subrogation against Pall Thailand. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 2 contracts

Samples: Purchase Order, Purchase Order Terms and Conditions

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Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand India (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall ThailandIndia’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand India indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand India in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandIndia’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandIndia). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand India (including without limitation those awarded against Pall Thailand India in any such suit or proceeding) and, at Pall ThailandIndia’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand India to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand India the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand India in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandIndia’s property or premises); (c) any liability it may have to Pall Thailand India arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000USD$1,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand India on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand India as an additional insured and shall waive any rights of subrogation against Pall ThailandIndia. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand India (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall ThailandIndia’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand India indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand India in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandIndia’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandIndia provided that the Supplier shall inform Pall India of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand India (including without limitation those awarded against Pall Thailand India in any such suit or proceeding) and, at Pall ThailandIndia’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand India to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand India the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand India in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandIndia’s property or premises); (c) any liability it may have to Pall Thailand India arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000USD$1,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand India on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand India as an additional insured and shall waive any rights of subrogation against Pall ThailandIndia. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand NPL (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall ThailandNPL’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, law or contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand NPL indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand NPL in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandNPL’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandNPL). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand NPL (including without limitation those awarded against Pall Thailand NPL in any such suit or proceeding) and, at Pall ThailandNPL’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand NPL to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-non- infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-non- infringing Goods; or (iv) refund Pall Thailand NPL the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand NPL in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common under law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandNPL’s property or premises); (c) any liability it may have to Pall Thailand NPL arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000, to be maintained Order for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand NPL on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand NPL as an additional insured and shall waive any rights of subrogation against Pall ThailandNPL. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order Agreement

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand Australia (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall ThailandAustralia’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand Australia indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand Australia in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandAustralia’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandAustralia). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand Australia (including without limitation those awarded against Pall Thailand Australia in any such suit or proceeding) and, at Pall ThailandAustralia’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand Australia to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand Australia the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand Australia in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandAustralia’s property or premises); (c) any liability it may have to Pall Thailand Australia arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,00010,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand Australia on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand Australia as an additional insured and shall waive any rights of subrogation against Pall ThailandAustralia. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand Taiwan (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall ThailandTaiwan’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification)) . Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand Taiwan indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand Taiwan in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandTaiwan’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandTaiwan, provided that the Supplier shall inform Pall Taiwan of such infringement as soon as reasonably possible upon Supplier’s discovery of the same ). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand Taiwan (including without limitation those awarded against Pall Thailand Taiwan in any such suit or proceeding) and, at Pall ThailandTaiwan’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand Taiwan to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand Taiwan the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand Taiwan in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandTaiwan’s property or premises); (c) any liability it may have to Pall Thailand Taiwan arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000US$5,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 six (6) years, and shall provide to Pall Thailand Taiwan on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand Taiwan as an additional insured and shall waive any rights of subrogation against Pall ThailandTaiwan. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand Indonesia (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall ThailandIndonesia’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand Indonesia indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand Indonesia in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandIndonesia’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandIndonesia provided that the Supplier shall inform Pall Indonesia of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand Indonesia (including without limitation those awarded against Pall Thailand Indonesia in any such suit or proceeding) and, at Pall ThailandIndonesia’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand Indonesia to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand Indonesia the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand Indonesia in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandIndonesia’s property or premises); (c) any liability it may have to Pall Thailand Indonesia arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,0005,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand Indonesia on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand Indonesia as an additional insured and shall waive any rights of subrogation against Pall ThailandIndonesia. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand China (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall Thailand’s the Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms Terms and conditions Conditions of Purchase or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand China indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand China in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed claim to be infringed) by the Goods, or services supplied under Pall Thailand’s the Purchase Order (except infringement resulting from adherence to the Specifications provided by Pall China to Supplier by Pall Thailand). Supplier shall pay all damages, costs, chargecharges, expenses and legal fees incurred by Pall Thailand China (including without limitation those awarded against Pall Thailand China in any such suit or proceedingproceedings) and, at Pall ThailandChina’s discretion, either (i) at Supplier’s ’ s expense, obtain through negotiation the right for Pall Thailand China to purchase and/or use the Goods; , or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; , or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand China the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand China in respect of: (a) such liabilities as are envisaged in clause Clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandChina’s property or premises);; and (c) any liability it may have to Pall Thailand China arising out of the transportation and delivery of the Goods; and. (d) where 11.4 In the event the Supplier has design obligations, professional indemnity Supplier agrees to obtain and maintain all requisite insurances, from a registered insurance company, deemed appropriate given the nature of an amount stated in the services to be provided by the Supplier, and which are typically held by other suppliers providing similar services. If such insurances are mandatory under existing legislation or become mandatory due to any legislation enacted after the date of the Purchase Order, or if no amount the Supplier agrees to immediately obtain the required insurances during the course of providing the services to Pall China. It is statedunderstood by the Supplier that obtaining and maintaining of such insurances is the Supplier’s sole responsibility, $1,000,000, to and shall be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall . 11.5 Supplier agrees to provide to Pall Thailand China on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand as an additional insured and shall waive any rights of subrogation against Pall Thailand. The insurance policies shall in no way define or limit such insurances required to be effected by the obligation of Supplier in the event of losspursuant to this Clause 11.

Appears in 1 contract

Samples: Purchase Order

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Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall Thailand’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification)) . Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall Thailand’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall Thailand, provided that the Supplier shall inform Pall Thailand of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand (including without limitation those awarded against Pall Thailand in any such suit or proceeding) and, at Pall Thailand’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall Thailand’s property or premises); (c) any liability it may have to Pall Thailand arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand as an additional insured and shall waive any rights of subrogation against Pall Thailand. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.or

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand Taiwan (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall ThailandTaiwan’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification)) . Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand Taiwan indemnified from and fromand against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand Taiwan in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandTaiwan’s Purchase Order (except infringement resulting from adherence fromadherence to the Specifications provided to Supplier by Pall ThailandTaiwan, provided that the Supplier shall inform Pall Taiwan of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand Taiwan (including without limitation those awarded against Pall Thailand Taiwan in any such suit or proceeding) and, at Pall ThailandTaiwan’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand Taiwan to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand Taiwan the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand Taiwan in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandTaiwan’s property or premises); (c) any liability it may have to Pall Thailand Taiwan arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000US$5,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 six (6) years, and shall provide to Pall Thailand Taiwan on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand Taiwan as an additional insured and shall waive any rights of subrogation against Pall ThailandTaiwan. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand Beijing (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall Thailand’s the Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms Terms and conditions Conditions of Purchase or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand Beijing indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand Beijing in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed claim to be infringed) by the Goods, or services supplied under Pall Thailand’s the Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandBeijing to Supplier). Supplier shall pay all damages, costs, chargecharges, expenses and legal fees incurred by Pall Thailand Beijing (including without limitation those awarded against Pall Thailand Beijing in any such suit or proceedingproceedings) and, at Pall ThailandBeijing’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand Beijing to purchase and/or use the Goods; , or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; , or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand Beijing the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand Beijing in respect of: (a) such liabilities as are envisaged in clause Clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandBeijing’s property or premises);; and (c) any liability it may have to Pall Thailand Beijing arising out of the transportation and delivery of the Goods; and. (d) where 11.4 In the event the Supplier has design obligations, professional indemnity Supplier agrees to obtain and maintain all requisite insurances, from a registered insurance company, deemed appropriate given the nature of an amount stated in the services to be provided by the Supplier, and which are typically held by other suppliers providing similar services. If such insurances are mandatory under existing legislation or become mandatory due to any legislation enacted after the date of the Purchase Order, or if no amount the Supplier agrees to immediately obtain the required insurances during the course of providing the services to Pall Beijing. It is statedunderstood by the Supplier that obtaining and maintaining of such insurances is the Supplier’s sole responsibility, $1,000,000, to and shall be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall . 11.5 Supplier agrees to provide to Pall Thailand Beijing on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand as an additional insured and shall waive any rights of subrogation against Pall Thailand. The insurance policies shall in no way define or limit such insurances required to be effected by the obligation of Supplier in the event of losspursuant to this Clause 11.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand Korea (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses exp enses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection connect ion with Pall ThailandKorea’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand Korea indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand Korea in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandKorea’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandKorea provided that the Supplier shall inform Pall Korea of such infringement as soon as reasonably possible upon Supplier’s discovery of the same). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand Korea (including without limitation those awarded against Pall Thailand Korea in any such suit or proceeding) and, at Pall ThailandKorea’s discretion, either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand Korea to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-infringing Goods; or (iv) refund Pall Thailand Korea the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand Korea in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandKorea’s property or premises); (c) any liability it may have to Pall Thailand Korea arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000US$5,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand Korea on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand Korea as an additional insured and shall waive any rights of subrogation against Pall ThailandKorea. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order

Indemnity Insurance. 11.1 Supplier shall indemnify Pall Thailand Korea (and its successors and assigns) in respect of all loss, damage, liability or injury whatsoever involving any person or property (including third parties and property) and against any action, claim, demand, damages, cost, charge or expenses (including reasonable legal fees, internal processing costs, rework and remanufacturing costs) arising out of or in connection with Pall ThailandKorea’s Purchase Order, to the extent that the same shall have been caused or contributed to by any breach by Supplier of Supplier’s obligations under these terms and conditions or by the negligence or wilful misconduct of Supplier, or its directors, employees or agents, including (without limitation) Supplier’s obligations under clause 19 (Anti-Bribery Certification). Such indemnity shall be in addition to any other remedies afforded by law, contract or equity and shall survive termination of the Purchase Order. 11.2 Supplier shall also hold Pall Thailand Korea indemnified from and against all actions, claims, demands, damages, costs, charges and expenses suffered or incurred by Pall Thailand Korea in respect of any patents or other intellectual property rights of a third party, which may be infringed (or claimed to be infringed) by the Goods, or services supplied under Pall ThailandKorea’s Purchase Order (except infringement resulting from adherence to the Specifications provided to Supplier by Pall ThailandKorea). Supplier shall pay all damages, costs, charge, expenses and legal fees incurred by Pall Thailand Korea (including without limitation those awarded against Pall Thailand Korea in any such suit or proceeding) and, at Pall ThailandKorea’s discretion, either either (i) at Supplier’s expense, obtain through negotiation the right for Pall Thailand Korea to purchase and/or use the Goods; or (ii) rework the Goods so as to make them non-infringing while preserving their original functionality; or (iii) replace the Goods with functionally equivalent non-non- infringing Goods; or (iv) refund Pall Thailand Korea the amounts hereunder. 11.3 Supplier shall maintain insurance cover, at Supplier’s expense, acceptable to Pall Thailand Korea in respect of: (a) such liabilities as are envisaged in clause 11.1; (b) liability at common law or statute for any person employed by the Supplier in or about the performance of the Supplier’s obligations hereunder, including for workers compensation, work cover or similar liabilities of Supplier (who shall be liable to its employees for such matters even if they undertake performance of services or delivery of Goods on or about Pall ThailandKorea’s property or premises); (c) any liability it may have to Pall Thailand Korea arising out of the transportation and delivery of the Goods; and (d) where the Supplier has design obligations, professional indemnity insurance of an amount stated in the Purchase Order, or if no amount is stated, $1,000,000US$5,000,000, to be maintained for the duration of the Supplier’s performance of its obligations and thereafter for a period of 6 years, and shall provide to Pall Thailand Korea on request valid certificates of insurance in respect thereof. Such insurance policies shall name Pall Thailand Korea as an additional insured and shall waive any rights of subrogation against Pall ThailandKorea. The insurance policies shall in no way define or limit the obligation of Supplier in the event of loss.

Appears in 1 contract

Samples: Purchase Order

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