Common use of LIABILITY AND LIMITATION OF DAMAGES Clause in Contracts

LIABILITY AND LIMITATION OF DAMAGES. (a) DSA shall not be liable for any loss or damage to Goods tendered, received, stored or handled however caused unless such loss or damage resulted from DSA’s gross negligence. Any presumption of conversion under applicable law shall not apply to a loss with respect to any Goods, and a claim for conversion must be established through affirmative evidence that DSA converted the Goods to its own use. In no event will DSA be liable for any Act of God or other circumstance beyond DSA’s control as further described in Section 18. DSA and Client agree that none of their respective members, directors, officers, employees, shareholders, or any of their (or any of those parties') respective agents shall have any personal obligation hereunder, and that DSA and Client shall not seek to assert any claim or enforce any of their rights hereunder against any of such parties. (b) If DSA is grossly negligent and ships the Goods to the wrong address, DSA shall pay the reasonable transportation charges incurred to return the Goods to the Warehouse. If the consignee fails to return the Goods, DSA’s maximum liability shall be for the fair market value to replace such Goods and DSA shall have no liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of Client or a third party. (c) Client agrees to indemnify, defend, and hold harmless DSA, and its members, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including undercharges, rail demurrage, truck/intermodal detention, or related charges and reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party relating to or arising out of or resulting from any claim of a third party or DSA arising out of or occurring in connection with DSA’s services or from DSA’s negligence, willful misconduct, or breach of this Agreement.

LIABILITY AND LIMITATION OF DAMAGES. (a) DSA Company shall not be liable for any loss or destruction of or damage to Goods tenderedGoods, receivedhowever caused, stored or handled however caused unless (i) such loss loss, destruction or damage resulted from DSACompany’s gross negligencefailure to exercise such care in regard to the Goods as a reasonably careful person would exercise under like circumstances; and (ii) such loss, destruction or damage is in excess of the shrink allowance of one-half percent (½%) as set forth below. Any presumption of conversion under applicable law Company shall not apply to a loss with respect to any Goods, and a claim for conversion must be established through affirmative evidence that DSA converted the Goods to its own use. In no event will DSA be liable for any Act loss or destruction of God or other circumstance beyond DSA’s control as further described in Section 18. DSA and Client agree damage to Goods that none of their respective members, directors, officers, employees, shareholders, or any of their (or any of those parties') respective agents shall could not have any personal obligation hereunder, and that DSA and Client shall not seek to assert any claim or enforce any of their rights hereunder against any been avoided by the exercise of such partiescare. The parties have agreed to a shrink allowance of one-half percent (½%) because both parties recognize that it is inevitable that a certain amount of Goods will be lost or damaged in the course of storage and handling whether the Goods are stored by Company or by Xxxxxx at its own locations using its own employees. (b) If DSA is grossly negligent Company and ships Xxxxxx agree that Company’s duty of care referred to in Section 9(a) does not extend to providing a sprinkler system at the Goods to the wrong address, DSA shall pay the reasonable transportation charges incurred to return the Goods to the Warehouse. If the consignee fails to return the Goods, DSA’s maximum liability shall be for the fair market value to replace such Goods and DSA shall have no liability for damages due to the consignee’s acceptance Warehouse or use of the Goods whether such Goods be those of Client or a third partyany portion thereof. (c) Client agrees Unless specifically agreed to indemnifyin writing, defendCompany shall not be required to store Goods in a humidity controlled environment or be responsible for tempering Goods. (d) IN THE EVENT OF LOSS OR DESTRUCTION OF OR DAMAGE TO GOODS FOR WHICH COMPANY IS LEGALLY LIABLE, and hold harmless DSAXXXXXX AGREES THAT COMPANY’S LIABILITY SHALL BE LIMITED TO THE LESSER OF THE FOLLOWING: (1) THE ACTUAL COST TO XXXXXX OF REPLACING, and its membersOR REPRODUCING THE LOST, officersDAMAGED, directorsOR DESTROYED GOODS TOGETHER WITH TRANSPORTATION COSTS TO WAREHOUSE; (2) THE FAIR MARKET VALUE OF THE LOST, employeesDAMAGED, agentsOR DESTROYED GOODS ON THE DATE XXXXXX IS NOTIFIED OF SUCH LOSS, affiliatesDAMAGE AND DESTRUCTION; (3) 50 TIMES THE MONTHLY STORAGE CHARGE APPLICABLE TO SUCH LOST, successorsDAMAGED OR DESTROYED GOODS; (4) $0.50 PER POUND FOR SUCH LOST, and permitted assigns DAMAGED, OR DESTROYED GOODS. PROVIDED, HOWEVER THAT WITHIN A REASONABLE TIME AFTER RECEIPT OF THIS CONTRACT, XXXXXX MAY REQUEST, IN WRITING, AN INCREASE IN COMPANY’S LIABILITY ON PART OR ALL OF THE GOODS IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION; FURTHER PROVIDED THAT NO SUCH REQUEST SHALL BE VALID UNLESS MADE BEFORE LOSS OR DESTRUCTION OF OR DAMAGE TO ANY PORTION OF THE GOODS HAS OCCURRED. (collectively, "Indemnified Party"e) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including undercharges, rail demurrage, truck/intermodal detention, or related charges and reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party relating to or arising out of or resulting from any claim of a third party or DSA arising out of or occurring in connection with DSA’s services or from DSA’s negligence, willful misconduct, or breach of this AgreementCOMPANY’S LIABILITY REFERRED TO IN SECTION 9(d) SHALL BE XXXXXX’X EXCLUSIVE REMEDY FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS OR DESTRUCTION OF OR DAMAGE TO GOODS. XXXXXX WAIVES ANY RIGHT TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW.

LIABILITY AND LIMITATION OF DAMAGES. (a) DSA TC Trading Company shall not be liable for any loss or destruction of or damage to Goods tenderedGoods, receivedhowever caused, stored or handled however caused unless such loss loss, destruction or damage resulted from DSATC Trading Company’s gross negligencefailure to exercise such care regarding the Goods as a reasonably careful person would exercise under like circumstances. Any presumption of conversion under applicable law TC Trading Company shall not apply to a loss with respect to any Goods, and a claim for conversion must be established through affirmative evidence that DSA converted the Goods to its own use. In no event will DSA be liable for any Act loss or destruction of God or other circumstance beyond DSA’s control as further described in Section 18. DSA and Client agree damage to Goods that none of their respective members, directors, officers, employees, shareholders, or any of their (or any of those parties') respective agents shall could not have any personal obligation hereunder, and that DSA and Client shall not seek to assert any claim or enforce any of their rights hereunder against any been avoided by the exercise of such partiescare. (b) TC Trading Company and Xxxxxx agree that TC Trading Company’s duty of care referred to in Section 10(a) does not extend to providing a sprinkler system at the Warehouse or any portion thereof. (c) Unless specifically agreed to in writing, TC Trading Company shall not be required to store Goods in a humidity-controlled environment or be responsible for tempering Goods. (d) IN THE EVENT OF LOSS OR DESTRUCTION OF OR DAMAGE TO GOODS FOR WHICH TC TRADING COMPANY IS LEGALLY LIABLE, XXXXXX DECLARES THAT TC TRADING COMPANY’S LIABILITY SHALL BE LIMITED TO THE LESSER OF THE FOLLOWING: THE REPLACEMENT COST OF SUCH LOST, DAMAGED AND DESTROYED GOODS, 50 TIMES THE INITIAL STORAGE CHARGE FOR SUCH LOST, DAMAGED AND DESTROYED GOODS OR $0.50 PER POUND FOR SAID LOST, DAMAGED, AND DESTROYED GOODS, PROVIDED, HOWEVER THAT WITHIN A REASONABLE TIME AFTER RECEIPT OF THIS CONTRACT, XXXXXX MAY REQUEST, IN WRITING, AN INCREASE IN TC TRADING COMPANY’S LIABILITY ON PART OR ALL OF THE GOODS IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION; FURTHER PROVIDED THAT NO SUCH REQUEST SHALL BE VALID UNLESS MADE BEFORE LOSS OR DESTRUCTION OF OR DAMAGE TO ANY PORTION OF THE GOODS HAS OCCURRED. (e) TC Trading Company’s liability referred to in Section 10(d) shall be Xxxxxx’x exclusive remedy for any claim or cause of action whatsoever relating to loss or destruction of or damage to Goods. Xxxxxx waives any right to rely upon any presumption of conversion imposed by law. (f) In no event shall Xxxxxx be entitled to recover any incidental, special, punitive, or consequential damages of any type or description. (g) If DSA is grossly negligent and TC Trading Company negligently mis-ships the Goods to the wrong addressGoods, DSA TC Trading Company, at its option, shall pay the reasonable transportation charges incurred to return the Goods mis-shipped goods to the WarehouseWarehouse or the value of the mis- shipped Goods based upon Section 10(d). If the consignee fails to return the Goods, DSA’s maximum liability shall be for the fair market value to replace such Goods and DSA TC Trading Company shall have no liability whatsoever for any damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of Client or a third partyGoods. (c) Client agrees to indemnify, defend, and hold harmless DSA, and its members, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including undercharges, rail demurrage, truck/intermodal detention, or related charges and reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party relating to or arising out of or resulting from any claim of a third party or DSA arising out of or occurring in connection with DSA’s services or from DSA’s negligence, willful misconduct, or breach of this Agreement.

LIABILITY AND LIMITATION OF DAMAGES. a. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (aINCLUDING LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES OR SERVICES OR COST OF COVER) DSA shall not be liable for any loss or damage to Goods tenderedIN CONNECTION WITH OR ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES, receivedWHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, stored or handled however caused unless such loss or damage resulted from DSA’s gross negligenceINCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Any presumption of conversion under applicable law shall not apply to a loss with respect to any GoodsIP PARKING’S MAXIMUM AGGREGATE LIABILITY FOR ANY CAUSES WHATSOEVER, and a claim for conversion must be established through affirmative evidence that DSA converted the Goods to its own use. In no event will DSA be liable for any Act of God or other circumstance beyond DSA’s control as further described in Section 18. DSA and Client agree that none of their respective membersAND REGARDLESS OF THE FORM OF ACTION, directors, officers, employees, shareholders, or any of their WILL AT ALL TIMES BE LIMITED TO FIFTY (or any of those parties'50) respective agents shall have any personal obligation hereunder, and that DSA and Client shall not seek to assert any claim or enforce any of their rights hereunder against any of such partiesPERCENT OF THE PURCHASE AMOUNTS PAID TO IP PARKING IN CONNECTION TO THE PRODUCTS SUBJECT TO THE CLAIM. (b) If DSA is grossly negligent and ships the Goods to the wrong address, DSA shall pay the reasonable transportation charges incurred to return the Goods to the Warehouse. If the consignee fails to return the Goods, DSA’s maximum liability shall be for the fair market value to replace such Goods and DSA shall have no liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of Client or a third party. (c) Client b. Customer agrees to indemnifydefend and indemnify IP Parking, defend, its present and hold harmless DSA, and its members, future officers, directors, employeesshareholders, employees and agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") to hold each of them harmless from and against any and all lossesclaim, demands, causes of action, damages, liabilities, deficienciescosts and expenses, claimsincluding reasonable attorney’s fees, arising from (i) Customer’s or its customer’s specific use of a Product, including product liability claims or actions, judgmentsunless such action is solely related to the Product itself and has no bearing with the use or combination with other products, settlements(ii) unauthorized maintenance, interest, awards, penalties, fines, costsrepairs or modification of Products by or on behalf of Customer or its customers, or expenses (iii) Products that are out of whatever kindthe ordinary course of business of IP Parking and that were explicitly requested and/or designed by Customer. c. Customer undertakes and agrees to obtain and keep in full force and effect at all times valid policies of insurance against all liabilities, risks and losses (including underchargesbut not limited to the losses caused by any unlawful act on the part of any person, rail demurrage, truck/intermodal detention, or related charges and reasonable attorneys' fees, fees and the costs liabilities based on product liability claims) in respect of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party Customer’s business relating to or arising out of or resulting from any claim of a third party or DSA arising out of or occurring in connection with DSA’s services or from DSA’s negligence, willful misconduct, or breach of this Agreementthe Products.

LIABILITY AND LIMITATION OF DAMAGES. (a) DSA PROVIDER AND ITS AFFILIATES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOSS OR DESTRUCTION OF OR DAMAGE TO THE GOODS, HOWEVER CAUSED, UNLESS SUCH LOSS, DAMAGE OR DESTRUCTION ARISES DIRECTLY AND EXCLUSIVELY FROM PROVIDER’S FAILURE TO EXERCISE SUCH CARE IN REGARD TO THE GOODS AS A REASONABLY CAREFUL PERSON WOULD EXERCISE UNDER LIKE CIRCUMSTANCES. PROVIDER AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OR DESTRUCTION OF OR DAMAGE TO GOODS THAT COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE. Without limiting the foregoing, Provider will have no liability for lost or damaged Goods (i) caused by any defects in the packaging or manufacture of such Goods, (ii) attributable to carriers (contract or otherwise), (iii) delivered to Provider in a damaged condition, (iv) attributable to concealed damage or data entry errors, (v) as a result of the negligence or intentional misconduct of Customer or any of its employees, agents or subcontractors (other than Provider) or (vii) caused by a Force Majeure Event (as defined below). All overages during any physical inventory shall be netted against shortages in said physical inventory across product lines and all net overages as a result of any physical inventory shall be carried forward and/or backward to offset prior and/or future net physical inventory shortages. (b) Provider and Customer agree that the duty of care referred to in Section 11(a) above does not require Provider to provide or maintain a sprinkler system at any warehouse. (c) Unless specifically agreed to in writing, Provider shall not be liable required to store Goods in a humidity-controlled environment or be responsible for tempering Goods. (d) PROVIDER SHALL NOT BE RESPONSIBLE FOR DETENTION OR DEMURRAGE OR DELAYS IN LOADING OR UNLOADING TRAILERS OR CARS OR DELAYS IN OBTAINING CARS FOR OUTBOUND SHIPMENT UNLESS SUCH DETENTION, DEMURRAGE OR DELAY WAS CAUSED DIRECTLY AND EXCLUSIVELY BY PROVIDER’S FAILURE TO EXERCISE REASONABLE CARE. (e) IN THE EVENT OF LOSS OR DESTRUCTION OF OR DAMAGE TO GOODS FOR WHICH PROVIDER AND/OR ANY OF ITS AFFILIATES ARE LEGALLY LIABLE, CUSTOMER DECLARES THAT PROVIDER’S AND ITS AFFILIATES’ TOTAL, INDIVIDUAL AND COLLECTIVE LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE LESSER OF THE FOLLOWING: (i) THE ACTUAL COST TO CUSTOMER OF REPLACING, OR REPRODUCING THE LOST, DAMAGED, AND/OR DESTROYED GOODS TOGETHER WITH THE ACTUAL COSTS REASONABLY AND NECESSARILY INCURRED BY THE CUSTOMER TO TRANSPORT THE GOODS TO THE WAREHOUSE (TO THE EXTENT THAT THOSE HAVE BEEN INCURRED AT COMMERCIALLY REASONABLE MARKET RATES), (ii) THE FAIR MARKET VALUE OF THE LOST, DAMAGED, AND/OR DESTROYED GOODS ON THE DATE CUSTOMER IS NOTIFIED OF THE LOSS, DAMAGE AND/OR DESTRUCTION; OR (iii) $0.50 PER POUND FOR SAID LOST, DAMAGED, AND/OR DESTROYED GOODS. (f) Customer and Provider agree that they have negotiated a reasonable limit of liability based on the value of the Goods and the parties’ respective business interests and rates charged. Customer waives all rights of subrogation on behalf of its insurers for any loss or damage in excess of the liability limits set forth herein, or if applicable, such different limits of liability specified in the Services Agreement. (g) The liability referred to in Section 11(e) above shall be Customer’s exclusive remedy against Provider and its affiliates for any claim or cause of action whatsoever relating to loss or destruction of or damage to Goods tendered, received, stored or handled however caused unless such loss or damage resulted from DSA’s gross negligence. Any presumption of conversion under applicable law and shall not apply to a loss with respect to any Goods, all claims including inventory shortage and a claim for conversion must be established through mysterious disappearance claims unless Customer proves by affirmative evidence that DSA Provider or its affiliates converted the Goods to its or their own use. In no event will DSA be liable for Customer waives any Act rights to rely upon any presumption of God or other circumstance beyond DSA’s control as further described in Section 18. DSA and Client agree that none of their respective members, directors, officers, employees, shareholders, or any of their (or any of those parties') respective agents shall have any personal obligation hereunder, and that DSA and Client shall not seek to assert any claim or enforce any of their rights hereunder against any of such partiesconversion imposed by law. (bh) If DSA Customer shall hold Provider and the Indemnitees harmless from and indemnify them against all claims, regardless of how or by whom such a claim is grossly negligent and ships raised, asserting liability for loss, damage, or destruction of Goods in an amount above the Goods limitations of damages set forth in this Section 11. All Losses incurred by Provider or its affiliates relating in any way to the wrong address, DSA shall pay the reasonable transportation charges incurred to return the Goods to the Warehouse. If the consignee fails to return the Goods, DSA’s maximum liability any such claim shall be for the fair market value charged to replace such Goods and DSA Customer, shall have no liability for damages due to the consignee’s acceptance or use become part of the Goods whether such Goods be those of Client or a third party. (c) Client agrees to indemnify, defendCharges, and hold harmless DSA, and its members, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including undercharges, rail demurrage, truck/intermodal detention, or related charges and reasonable attorneys' fees, fees and shall be secured by the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred lien created by Indemnified Party/awarded against Indemnified Party relating to or arising out of or resulting from any claim of a third party or DSA arising out of or occurring in connection with DSA’s services or from DSA’s negligence, willful misconduct, or breach of this Agreementthese Service Terms.

LIABILITY AND LIMITATION OF DAMAGES. (a) DSA Company shall not be liable for any loss or destruction of or damage to the Goods, however caused, unless such loss, damage or destruction resulted from Company’s failure to exercise such care in regard to the Goods tenderedas a reasonably careful person would exercise under like circumstances. Company is not liable for damages which could not have been avoided by the exercise of such care. Company and Customer agree that Company’s duty of care referred to herein shall not extend to providing a sprinkler system at the warehouse complex or any portion thereof. (b) In no event shall Company be liable for any loss or damage caused by: (1) acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical or equipment failures; cyber-attacks; civil commotions; hazards incident to a state of war; acts of terrorism; acts or omissions of customs or quarantine officials; acts of carriers related to security; the nature of the freight or any defects thereof; inherent vice of the goods; perishable qualities of the merchandise; fires; frost or change of weather; sprinkler leakage; floods; wind; storm; moths; public enemies; or other causes beyond its control; (2) fragile articles injured or broken, receivedunless packed by Company’s employees and unpacked by them at the time of delivery; (3) pilferage or theft, stored or handled however caused unless such loss or damage resulted from DSA’s gross negligenceis caused by the failure of Company to exercise such ordinary care required by law; and (4) concealed damage, or for losses incurred due to the concealed damage of the Goods. (c) IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION TO GOODS FOR WHICH THE COMPANY IS LEGALLY LIABLE, XXXXXX DECLARES THAT COMPANY'S LIABILITY SHALL BE LIMITED TO THE LESSER OF THE FOLLOWING: (1) THE ACTUAL COST TO XXXXXX OF REPLACING, OR REPRODUCING THE LOST, DAMAGED, AND/OR DESTROYED GOODS TOGETHER WITH TRANSPORTATION COSTS TO WAREHOUSE; (2) THE FAIR MARKET VALUE OF THE LOST, DAMAGED, AND/OR DESTROYED GOODS ON THE DATE XXXXXX IS NOTIFIED OF LOSS, DAMAGE AND/ORDESTRUCTION; (3) 50 TIMES THE MONTHLY STORAGE CHARGE APPLICABLE TO SUCH LOST, DAMAGED AND/OR DESTROYED GOODS; (4) $0.50 PER POUND FOR SAID LOST, DAMAGED, AND/OR DESTROYED GOODS. Any presumption PROVIDED, HOWEVER THAT WITHIN A REASONABLE TIME AFTER RECEIPT OF THIS WAREHOUSE RECEIPT, XXXXXX MAY, UPON WRITTEN REQUEST INCREASE COMPANY'S LIABILITY ON PART OR ALL OF THE GOODS IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION; FURTHER PROVIDED THAT NO SUCH REQUEST SHALL BE VALID UNLESS MADE BEFORE LOSS, DAMAGE OR DESTRUCTION TO ANY PORTION OF THE GOODS HAS OCCURRED. (d) The COMPANYS liability referred to in Section 9(c) shall be XXXXXX'X exclusive remedy against COMPANY for any claim or cause of conversion under applicable law action whatsoever relating to loss, damage and/or destruction of GOODS and shall not apply to a loss with respect to any Goods, all claims including inventory shortage and a claim for conversion must be established through mysterious disappearance claims unless XXXXXX proves by affirmative evidence that DSA COMPANY converted the Goods GOODS to its own use. XXXXXX waives any rights to rely upon any presumption of conversion imposed by law. In no event will DSA shall XXXXXX be liable for any Act of God or other circumstance beyond DSA’s control as further described in Section 18. DSA and Client agree that none of their respective membersentitled to incidental, directorsspecial, officers, employees, shareholderspunitive, or any of their (or any of those parties') respective agents shall have any personal obligation hereunder, and that DSA and Client shall not seek to assert any claim or enforce any of their rights hereunder against any of such partiesconsequential damages. (be) If DSA is grossly negligent and ships the Goods No Consequential Damages. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF COMPANY’S DUTIES, NEGLIGENCE LIABILITY WITHOUT FAULT OR ANY OTHER LEGAL THEORY OR BASIS, SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME, DAMAGES ARISING FROM LOSS, ATTORNEYS FEES OR PUNITIVE DAMAGES, WRONG DELIVERY, OR DAMAGE TO PROPERTY, LOSS OF USE OF GOODS, COST OF SUBSITUTED GOODS, DELAYED DELIVERY OR FAILURE TO ATTEMPT DELIVERY, WHETHER OR NOT COMPANY HAD KNOWLEDGE THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR. (f) Temperature or Humidity Controlled Storage. Unless specifically agreed to the wrong addressin writing, DSA Company shall pay the reasonable transportation charges incurred to return the Goods to the Warehouse. If the consignee fails to return the Goods, DSA’s maximum liability shall not be responsible for the fair market value to replace such Goods and DSA shall have no liability for damages due to the consignee’s acceptance or use storage of the Goods whether such in a temperature or humidity-controlled environment. Customer knowingly accepts that the Goods will be those warehoused in a non-temperature/humidity-controlled environment. Company will not be responsible for any loss or damage to the Goods that result from fluctuations in temperature range or in humidity levels of Client or a third party. (c) Client agrees to indemnify, defend, and hold harmless DSA, and its members, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including undercharges, rail demurrage, truck/intermodal detention, or related charges and reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party relating to or arising out of or resulting from any claim of a third party or DSA arising out of or occurring in connection with DSA’s services or from DSA’s negligence, willful misconduct, or breach of this Agreement.warehouse. Company will furthermore not