Limitation of Liability for Loss or Damage to Products Sample Clauses

Limitation of Liability for Loss or Damage to Products. NDC’s maximum liability to Customer arising out of or related to loss or damage to Products (“Product Losses”) shall not exceed ten million dollars ($10,000,000) per occurrence (“Limit”). The Parties, which are both sophisticated commercial organizations negotiating at arm’s length, jointly acknowledge and agree they have negotiated a commercially reasonable Limit that is not unreasonably disproportionate to the value of the Products and the Fees charged and that reasonably reflect the Parties’ respective business interests. In the event Customer desires in its reasonable discretion for NDC’s liability for Product Losses to exceed the Limit, then Customer may request, in writing, that NDC obtain additional protection in excess of the Limit, the additional cost for which will be borne by and the sole responsibility of Customer. Customer understands the issuance of such excess coverage is subject to NDC’s insurer’s approval.

Limitation of Liability for Loss or Damage to Products. Except as specifically provided in a Exhibit, Schedule, or SOW, including but not limited to Service Schedules 1 and 2 and other service schedules as they may be added from time to time, SCS’s maximum liability to Client arising out of or related to loss or damage to Products shall not exceed the SCS standard liability amounts which are as follows (the “SCS Standard Liability Limits”): (a) for Claims arising from SCS’s *** Services occurring in SCS’s facilities or premises, including owned or leased property, ***; (b) for Claims arising from *** Services, ***, whichever is less; (c) for Claims arising from *** Services, including arranging for inland or air transportation, ***; and (d) for Claims arising from ***, the liability limits set forth in *** with the Services; provided, however, *** Services does not include a liability limit, SCS’s liability limit shall be ***. Client and SCS agree that they have negotiated a reasonable limit of liability based on the value of the Products and the Parties’ respective business interests and rates charged. Client may obtain additional protection in excess of the SCS Standard Liability Limits, up to the actual or declared value of the Products, shipment or transaction, by written request and payment of an additional charge prior to the provision of Services. Client waives all rights of subrogation on behalf of its insurers for any loss or damage in excess of the SCS Standard Liability Limits set forth herein, or if applicable, such different limits of liability specified in a Schedule or SOW. Notwithstanding the foregoing, SCS shall not be liable for delay, loss or damage of any kind which occurs while Products are in the care, custody or control of a third party unless otherwise provided in SCS’s transportation documents or an Incorporated Document. “Third party” as used herein includes, but is not limited to, carriers, warehouseman, forwarders, ocean transportation intermediaries, customs brokers, affiliates, brokers, or agents to which Products are entrusted for transportation, handling, delivery, and/or storage. All claims in connection with acts of a third party shall be brought against the third party. SCS shall reasonably cooperate with Client regarding such claims.