Common use of Liability and Claims Clause in Contracts

Liability and Claims. Claims against UNFPA arising out of or related to the procurement of the Supplies shall be dealt with in accordance with the provisions of the Basic Agreement; provided, however, that claims related to commercial contracts asserted by parties with which UNFPA has a signed contract will be handled in accordance with the terms of such contract. UNFPA does not assume liability with regard to any claims arising out of or relating to or connected with this Agreement, including but not limited to those arising out of or relating to any defect in the quality or quantity of Supplies, the delivery of the Supplies, the use of the Supplies, or otherwise, unless caused by UNFPA’s failure to execute the procurement with reasonable diligence. UNFPA will under no circumstances be liable for any incidental, indirect or consequential damages or for lost revenues or profits arising as a result of UNFPA’s procuring the Supplies or performance of its obligations or exercise of its rights under this Agreement. UNFPA's total liability in any event will not exceed the value of the procurement of Supplies with respect to which a claim is made. UNFPA accepts no liability for any third party claims arising out of or related to this Agreement, including but not limited to those arising out of or relating to any defect in the quality or quantity of Supplies, the delivery of the Supplies, the use of the Supplies, or otherwise, unless caused by UNFPA’s failure to execute the procurement. The Government indemnifies and will deal with, defend and hold UNFPA harmless in connection with any third party claim or other cause of action arising out of or relating to this Agreement. In case of dispute on the technical conformity or quality of WHO-approved pharmaceuticals, the Parties accept final assessment by WHO. The Government will be responsible for asserting all claims available to it either (a) automatically, pursuant to purchase contracts entered into by UNFPA; or (b) as a result of the terms under which UNFPA has procured the Supplies. UNFPA will provide all reasonable assistance to the Government in connection with such claims; provided, however, that UNFPA and the Government shall first reach agreement as to any costs to be incurred in that respect (including but not limited to counsel’s fees or court costs). Any compensation received by UNFPA from manufacturers, suppliers or shippers arising out of or related to contractual or other liability of such manufacturers, suppliers or shippers in connection with the procurement and delivery of the Supplies shall be for the Government’s account and shall be dealt with by UNFPA in accordance with the Government’s instructions.

Liability and Claims. Claims against 15.1 UNFPA arising out of or related shall not be liable either to the procurement of the Supplies shall be dealt with in accordance with the provisions of the Basic Agreement; provided, however, that claims related to commercial contracts asserted by parties with which UNFPA has a signed contract will be handled in accordance with the terms of such contract. UNFPA does not assume liability with regard Customer or to any third party for any claims or demands arising out of or relating to or connected with this Agreement, the Procurement Services including but not limited to those any claims or demands arising out of or relating to any defect in the quality or quantity of Suppliesquantity, the delivery shipment (including any loss of or damage to the Supplies, the or delay during transport or shipment), or use of the SuppliesSupplies or Services, or otherwise, unless caused solely by UNFPA’s the failure of UNFPA to execute the procurement Procurement Services with reasonable diligence. In any event, UNFPA will under no circumstances shall not be liable for any incidental, indirect or consequential damages to, or for any lost revenues or profits arising as a result of by, the Customer or any third party, and UNFPA’s procuring the Supplies or performance of its obligations or exercise of its rights under this Agreement. UNFPA's total liability shall, in any event will event, not exceed the value of the procurement of Supplies and Services with respect to which a the claim or demand is made. UNFPA accepts no liability . 15.2 The Customer will be solely responsible for asserting vis a vis the Supplier any third party claims or demands arising out of or related relating to this Agreementor in connection with the Procurement Services Contract, including but not limited to those any claims or demands arising out of or relating to any defect in the quality quality, quantity, shipment, or quantity of Supplies, the delivery of the Supplies, the use of the SuppliesSupplies or Services, or otherwise, unless caused by UNFPA’s failure . UNFPA will make reasonable efforts to execute provide to the procurement. The Government indemnifies and will deal with, defend and hold UNFPA harmless Customer any reasonable assistance in connection with any third party claim such claims or other cause demands. The Supplies may not be returned to UNFPA. 15.3 Without prejudice to the foregoing, claims in respect of action loss, damage to and destruction of Supplies arising out of or relating under UNFPA’s cargo insurance policy will be submitted by UNFPA to this Agreement. In case of dispute its insurer on the technical conformity or quality Customer’s behalf. Accordingly, any settlement of WHO-approved pharmaceuticalsclaims received by UNFPA in this manner will be transferred by UNFPA to the Customer. 15.4 The Parties will use their best efforts to avoid any additional costs and expenses not provided for in the Price Quote Form. However, the Parties accept final assessment by WHO. The Government will are aware that during the performance of the Procurement Services, including during transport and shipment, additional costs and expenses may nevertheless be responsible incurred, for asserting all claims available to it either (a) automatically, pursuant to purchase contracts entered into by UNFPA; or (b) example as a result of the terms under which UNFPA has procured the Supplies. UNFPA will provide all reasonable assistance to the Government or in connection with such claims; provideddelay, howeverport congestion, that UNFPA warehousing, overtime, additional logistics or security charges, instructions issued to UNFPA, the carrier or the freight forwarder by the Customer or the consignee, demurrage and the Government shall first reach agreement as to any costs to be incurred in that respect detention (including but not limited container demurrage and detention), industrial action, or any re-direction of supplies during shipment (including to counsel’s fees an alternative port of discharge) or court costsshipment by an alternative mode of transportation (“Additional Costs”). Consistent with the principle contained in UNFPA Financial Regulation 15.3 that all costs associated with the Procurement Services shall be borne by the Customer, the Customer or consignee will pay any Additional Costs directly to the carrier, freight forwarder, warehouse operator, port authority, service provider or other party. This will not apply if the Additional Costs were caused solely by the failure of UNFPA to execute the Procurement Services with reasonable diligence. 15.5 Any compensation received by UNFPA from manufacturers, suppliers Suppliers or shippers arising out of or related to contractual or other liability of such manufacturers, suppliers Suppliers or shippers in connection with the procurement and delivery of the Supplies shall be for the GovernmentCustomer’s account and shall be dealt with by UNFPA in accordance with the GovernmentCustomer’s instructions.

Liability and Claims. Claims against 15.1 UNFPA arising out of or related shall not be liable either to the procurement of the Supplies shall be dealt with in accordance with the provisions of the Basic Agreement; provided, however, that claims related to commercial contracts asserted by parties with which UNFPA has a signed contract will be handled in accordance with the terms of such contract. UNFPA does not assume liability with regard Customer or to any third party for any claims or demands arising out of or relating to or connected with this Agreement, the Procurement Services including but not limited to those any claims or demands arising out of or relating to any defect in the quality or quantity of Suppliesquantity, the delivery shipment (including any loss of or damage to the Supplies, the or delay during transport or shipment), or use of the SuppliesSupplies or Services, or otherwise, unless caused solely by UNFPA’s the failure of UNFPA to execute the procurement Procurement Services with reasonable diligence. In any event, UNFPA will under no circumstances shall not be liable for any incidental, indirect or consequential damages to, or for any lost revenues or profits arising as a result of by, the Customer or any third party, and UNFPA’s procuring the Supplies or performance of its obligations or exercise of its rights under this Agreement. UNFPA's total liability shall, in any event will event, not exceed the value of the procurement of Supplies and Services with respect to which a the claim or demand is made. UNFPA accepts no liability . 15.2 The Customer will be solely responsible for asserting vis a vis the Supplier any third party claims or demands arising out of or related relating to this Agreementor in connection with the Procurement Services Contract, including but not limited to those any claims or demands arising out of or relating to any defect in the quality quality, quantity, shipment, or quantity of Supplies, the delivery of the Supplies, the use of the SuppliesSupplies or Services, or otherwise, unless caused by UNFPA’s failure . UNFPA will make reasonable efforts to execute provide to the procurement. The Government indemnifies and will deal with, defend and hold UNFPA harmless Customer any reasonable assistance in connection with any third party claim such claims or other cause demands. The Supplies may not be returned to UNFPA. 15.3 Without prejudice to the foregoing, claims in respect of action loss, damage to and destruction of Supplies arising out of or relating under UNFPA’s cargo insurance policy will be submitted by UNFPA to this Agreement. In case of dispute its insurer on the technical conformity or quality Customer’s behalf. Accordingly, any settlement of WHO-approved pharmaceuticalsclaims received by UNFPA in this manner will be transferred by UNFPA to the Customer and/or Global Fund. 15.4 The Parties will use their best efforts to avoid any additional costs and expenses not provided for in the Price Quote Form. However, the Parties accept final assessment by WHOare aware that during the performance of the Procurement Services, including during transport and shipment, additional costs and expenses may nevertheless be incurred. The Government will be responsible for asserting all claims available to it either (a) automatically, pursuant to purchase contracts entered into by UNFPA; or (b) Examples include: as a result of the terms under which UNFPA has procured the Supplies. UNFPA will provide all reasonable assistance to the Government or in connection with such claims; provideddelay, howeverport congestion, that UNFPA warehousing, overtime, additional logistics or security charges, instructions issued to UNFPA, the carrier or the freight forwarder by the Customer or the consignee, demurrage and the Government shall first reach agreement as to any costs to be incurred in that respect detention (including but not limited container demurrage and detention), industrial action, or any re-direction of supplies during shipment (including to counsel’s fees an alternative port of discharge) or court costsshipment by an alternative mode of transportation (“Additional Costs”). Consistent with the principle contained in UNFPA Financial Regulation 15.3, all Additional Costs shall be borne by the Customer. This will not apply if the Additional Costs were caused solely by the failure of UNFPA to execute the Procurement Services with reasonable diligence. 15.5 Any compensation received by UNFPA from manufacturers, suppliers Suppliers or shippers arising out of or related to contractual or other liability of such manufacturers, suppliers Suppliers or shippers in connection with the procurement and delivery of the Supplies shall be for the GovernmentCustomer’s account and shall be dealt with by UNFPA in accordance with the GovernmentCustomer’s instructions. UNFPA will give timely notice to the Global Fund prior to any payment to the Customer to permit the Global Fund to give effect to any rights it may have vis-à-vis the Customer with respect to such payment.

Liability and Claims. Claims against UNFPA arising out of or related to the procurement of the Supplies shall be dealt with in accordance with the provisions of the Basic Agreement; provided, however, that claims related to commercial contracts asserted by parties with which UNFPA has a signed contract will be handled in accordance with the terms of such contract. UNFPA does shall not assume liability with regard be liable either to the Government or to any third party for any claims or demands arising out of or relating to or connected with this Agreement, including but not limited to those any claims or demands arising out of or relating to any defect in the quality or quantity of Suppliesquantity, the delivery of the Suppliesshipment, the or use of the Supplies, or otherwise, unless caused by UNFPA’s the failure of UNFPA to execute the procurement with reasonable diligence. In any event, UNFPA will under no circumstances shall not be liable for any incidental, indirect or consequential damages to, or for any lost revenues or profits arising as a result of by, the Government or any third party, and UNFPA’s procuring the Supplies or performance of its obligations or exercise of its rights under this Agreement. UNFPA's total liability shall, in any event will event, not exceed the value of the procurement of Supplies with respect to which a the claim or demand is made. UNFPA accepts no liability for any third party claims arising out of or related to this Agreement, including but not limited to those arising out of or relating to any defect in the quality or quantity of Supplies, the delivery of the Supplies, the use of the Supplies, or otherwise, unless caused by UNFPA’s failure to execute the procurement. The Government indemnifies and will deal with, defend and hold UNFPA harmless in connection with any third party claim or other cause of action arising out of or relating to this Agreement. The Government will be responsible for asserting any claims or demands arising out of or relating to or in connection with this Agreement, including but not limited to any claims or demands arising out of or relating to any defect in the quality, quantity, shipment, or use of the Supplies, or otherwise vis-à-vis third parties including any manufacturer or supplier. UNFPA will provide all reasonable assistance to the Government in connection with such claims or demands. The Supplies may not be returned to UNFPA. In case of dispute on the technical conformity or quality of WHO-approved pharmaceuticals, the Parties accept final assessment by will seek the opinion of WHO. The Government will Parties are aware that in some exceptional circumstances (that do not qualify as force majeure) additional cost and expenses may be responsible incurred, for asserting all claims available to it either (a) automatically, pursuant to purchase contracts entered into by UNFPA; or (b) example as a result of the terms under which UNFPA has procured the Supplies. UNFPA will provide all reasonable assistance to the Government or in connection with such claims; provideddelay, howeverport congestion, that UNFPA and warehousing, overtime, additional logistics or security charges, official instructions issued to UNFPA, the carrier or the freight forwarder by the Government shall first reach agreement as to any costs to be incurred in that respect or the consignee, demurrage and detention (including but not limited container demurrage and detention), industrial action, or any re-direction of Supplies during shipment (including to counsel’s fees an alternative port of discharge) or court costs)shipment by an alternative mode of transportation. In such situations, the Parties shall consult with each other on modalities of amicable resolution of the matter. Any compensation received by UNFPA from manufacturers, suppliers Suppliers or shippers arising out of or related to contractual or other liability of such manufacturers, suppliers Suppliers or shippers in connection with the procurement and delivery of the Supplies shall be for the Government’s account and shall be dealt with transferred by UNFPA to the Government or the Bank in accordance with the Government’s instructions.