Common use of Seller’s Liability Clause in Contracts

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Seller.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT(a) As long as the Indemnity Escrow Amount has not been exhausted or released in accordance with the terms of this Agreement and the Escrow Agreement, TORT the Purchaser Indemnified Parties shall first seek monetary recovery from such Indemnity Escrow Amount with respect to any Claims made against Seller(s) under Article 8 and, notwithstanding anything to the contrary in this Agreement, the Sellers shall be solidarily liable for the full amount of any such Claims. (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTYb) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF Once the Indemnity Escrow Amount is fully exhausted and subject to the monetary limitations of liability provided under Sections 8.5 and 8.15(c) : (i) US$5,000 OR if the Purchaser Indemnified Parties seeks any monetary recovery for any Claim against a Seller (a) for the breach or inaccuracy of any representation or warranty of such Seller contained in Article 3 or in an Ancillary Agreement to which such Seller is a party, (b) for any breach or non-performance by such Seller of any of its covenants in this Agreement or in any Ancillary Agreement to which such Seller is a party, or (c) with respect to such Seller’s fraud such breaching Seller alone shall be severally (not solidarily) liable to the Purchaser Indemnified Parties and the Purchaser Indemnified Parties cannot seek monetary recovery from any other Sellers in respect of such Claim; and (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save if the Purchaser Indemnified Parties seeks any monetary recovery for any Claim against the Sellers (A) for the breach or inaccuracy of any representation or warranty of the Sellers contained in the case of fraud Article 4 or fraudulent concealment by the Seller, the Seller shall be under no liability (B) in respect of any claim Claim made under Sections 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(g), the Contract and any such claim Sellers shall be wholly barred severally (and unenforceable unless: not solidarily) liable to the Purchaser Indemnified Parties. (ic) Once the Buyer notifies Indemnity Escrow Amount is fully exhausted, the indemnification obligations of each Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which any Claim will be limited, in respect of each Seller to the Services are claimed to have monetary limitation of liability provided under Section 8.5(b) 8.5(c), 8.5(d) or 8.5(e), as applicable. For greater clarity, the determination of whether such monetary limitation of liability has been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that met shall take into account any indemnity amount recovered by the above provisions of this Section 10 are reasonable and reflected in Purchaser Indemnified Parties from the price which would be higher without those provisions Indemnity Escrow Amount and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits Purchaser Indemnified Parties shall have no further recourse against the Sellers if the applicable monetary limitation of liability has been met or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Sellerexceeded.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR In no event shall the Seller’s Liability or the Purchaser’s Liability under this Agreement (whether under this Article 8 or otherwise) exceed fifteen percent (15%) of the Purchase Price (the “Indemnity Cap”); provided, however, that the Indemnity Cap shall not apply to (A) any Damages arising under Section 9.1(a), (B) any intentional misrepresentation or willful breach of any matter contained herein or fraud; (C) breaches of the representations and warranties described in Sections 8.4(a) and (b); (D) any Retained Liability or Assumed Liability; or (E) breaches of any of Seller Parties’ or Purchaser’s covenants herein. With respect to breaches of the representations and warranties described in Sections 8.4(a) and (b), in no event shall the Seller’s Liability under this Agreement (whether under this Article 8 or otherwise) exceed one hundred percent (100%) of the Purchase Price. (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save Notwithstanding anything to the contrary in this Agreement, neither the case of fraud or fraudulent concealment by the Seller, Purchaser Indemnitees nor the Seller Indemnitees shall be entitled to assert any claims for indemnification under no liability this Article 8 or Article 9 unless and until the aggregate Damages are in respect excess of $1,600,000 (the “Aggregate Basket Amount”) and, in such event, for the amount of all such Damages, subject to Section 8.5(a)(i); provided, however, that the Aggregate Basket Amount shall not apply to (A) any Damages arising under Section 9.1(a), (B) any intentional misrepresentation or willful breach of any claim under matter contained herein or fraud; (C) any Retained Liability or Assumed Liability; or (D) breaches of any of Seller Parties’ or Purchaser’s covenants herein. Neither the Contract and any such claim Purchaser Indemnitees or Seller Indemnitees shall be wholly barred and unenforceable unless: entitled to assert any claims for indemnification under this Article 8 or Article 9 in an amount less than $25,000 (ithe “Individual Basket Amount”); provided, however, that the Individual Basket Amount shall not apply to (A) the Buyer notifies the any Damages arising under Section 9.1(a); (B) any intentional misrepresentation or willful breach of any matter contained herein or fraud; (C) any Retained Liability or Assumed Liability; or (D) breaches of any of Seller Parties’ or Purchaser’s covenants herein. (iii) The parties acknowledge that, except as expressly provided in detail and in writing of the alleged basis for the claim within two Article 2 or Article 3, (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (iiA) the Seller Parties have not made nor are making any representations and warranties whatsoever regarding the subject matter of this Agreement, express or implied, and (B) the Purchaser is permitted not relying and has not relied on, any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (iv) Without limiting the effect of any other limitation contained in this Article 8, for purposes hereof, no representation or warranty of the Seller Parties in Article 2 or Article 3 is deemed to inspect any and all property with respect to which the Services are claimed be or to have been defective inaccurate if (I) the Purchaser (including any of the Purchaser’s Representatives) obtained actual knowledge of the inaccuracy of such representation or warranty before the Closing and (II) the Purchaser elected nonetheless to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that proceed with the above provisions of this Closing. (v) Except as set forth in Section 10 are reasonable 8.5(a)(iv), the representations, warranties and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability covenants of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may Parties shall not be limited affected or excluded deemed waived by law to the extent arising out reason of any investigation made by or on behalf of the errors Purchaser (including any of the Purchaser’s Representations) or omissions by reasons of Sellerany facts or circumstances that the Purchaser or any of the Purchaser’s Representatives should have known but did not actually know.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT9.3.1 Seller shall indemnify and hold harmless Purchaser against and from any and all costs, TORT losses, penalties, fines, damages, liabilities and expenses (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTYincluding reasonable accountant’s and attorney’s fees and expenses) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (“Losses”) incurred or suffered by Purchaser arising out of or relating to (i) US$5,000 OR any third party claims arising out of or related to any use, on or prior to the Closing Date, of asbestos by the Company or the Business or of any entity that was an affiliate or predecessor of the Company prior to the Closing Date (including without limitation, products liability claims and premises liability claims made by any persons), and (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIMany Losses arising out or related to the TMD Agreement. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case By way of fraud or fraudulent concealment by the Sellerclarification, any Losses relating to Taxes shall be addressed solely under Clause 10. 9.3.2 The Purchaser shall notify the Seller shall be under no liability without undue delay and in respect any event within 20 Business Days after having positive knowledge (positive Kenntnis) of any claim for breach of a Seller’s Guarantee or of a Seller’s covenant (ie claims under Clause 9.3.3) or for indemnity pursuant to Clauses 9.3.1 or 10 (the Contract “Claim Notice”). The Claim Notice shall describe the claim and any such claim shall be wholly barred the underlying facts in reasonable detail and unenforceable unless: shall, to the extent possible, specify the amount of the estimated damage. 9.3.3 If (i) the Buyer notifies the Seller a Seller’s Guarantee is incorrect in detail and whole or in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and part or (ii) the Seller is permitted in breach of any covenant (in whole or in part) contained in this Agreement, the Seller shall be liable to inspect put the Company in the position which would have existed had the Seller’s Guarantee been correct or the covenant had not been breached (Naturalrestitution). If the Seller has not remedied the breach of the Seller’s Guarantee or of the Seller’s covenant within a reasonable period of time (which shall be in any and all property with respect event, no more than 40 Business Days after receipt of the Claim Notice), the Seller shall be obliged to pay to the Purchaser the amount of any Losses that would be necessary to put the Company, or at the election of the Purchaser, the Purchaser in the position in which the Services are claimed to have been defective Company or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which Purchaser, respectively, would be higher without those provisions and in had the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits Seller’s Guarantee been correct or excludes the liability Seller’s covenant not been breached. 9.3.4 In respect of the scope of Seller’s liability the following shall apply: (i) Seller for: shall not be liable for indirect damages or consequential losses (xincluding loss of profits) death provided, however, that Seller shall be liable for all Losses arising out or personal injury relating to third party claims subject to Clauses 7.7.2, 7.10.2, 7.12, 9.3.1 (i) and 9.3.1 (ii) including any indirect damages or consequential losses related to any third party claims covered by that Clause. (ii) Seller shall only be liable to the extent resulting the event causing the damage has not been taken into account in the Annual Accounts or the Closing Statements. (iii) Seller shall not be liable to the extent: (a) the Purchaser’s claim results from or is increased as a consequence of the passing or change of any law, statute, ordinance, rule, regulation, or administrative practice of any government, governmental department, agency or regulatory body after the Closing Date including (without prejudice to the generality of the foregoing) any increase in the rates of taxation or any imposition of taxation or any withdrawal of relief from taxation not actually (or prospectively) in effect at the Closing Date; (b) the damage is paid by an insurance held by the Company or the Purchaser in which event the Seller shall be liable for increases in insurance premiums; provided that the Purchaser shall procure that unpaid insurance claims are assigned to the Seller (subject in all respects to Clause 9.7); (c) the damage is paid from a third party; or (d) the damage or liability occurs or is increased due to the fact that the Purchaser has not timely sent a Claim Notice in accordance with Clause 9.3.2, but only to the extent of such increase. 9.3.5 For the avoidance of doubt, sec. 254 BGB (mitigation of damages) shall apply. 9.3.6 Where one and the same set of facts (Sachverhalt) qualifies under more than one provision entitling Purchaser to a claim or remedy under this Agreement, there shall be only one claim or remedy. In particular, the foregoing shall apply if one and the same set of facts (Sachverhalt) qualifies under more than one of the Seller’s negligence; Guarantees. If however the same set of facts entails several damages or losses, each of such losses can be claimed (y) liability incurred by but in not event one and the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not same damage can be limited or excluded by law to the extent arising out of the errors or omissions of Sellerclaimed twice).

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT10.1 The Purchaser is and remains fully responsible at all times for the reliability and safety of its own installations, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATIONmechanisms, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save and goods. 10.2 The Seller is not liable for any damage resulting from errors or unlawful acts by itself, its employees or any other persons engaged by or on behalf of the Seller in the case execution of fraud the agreement concluded with the Purchaser, unless it is an error made or fraudulent concealment unlawful act committed by persons that can be considered to be bodies of its company or executive officers and the Purchaser also proves that it constitutes intent or gross negligence of such persons. 10.3 The Seller does not guarantee the suitability of the goods and services supplied or made available by it or of the goods made available for a special purpose. 10.4 The Seller is not liable for any damage resulting from or directly or indirectly related to the use of alternative or biological fuels, irrespective of whether it concerns an addition of such fuels or the supply of pure biological fuels. 10.5 Seller is not liable for any damage resulting from its recommendations for use, unless the recommendations are provided by persons that can be considered to be bodies of its company or executive officers and the Purchaser also proves that it constitutes intent or gross negligence of such persons. 10.6 The Seller is not liable for any damage, resulting directly or indirectly from defects in goods supplied or made available by the Seller or goods used in the execution of the agreement or resulting from a non-standard quality of the goods supplied by the Seller, unless mandatory provisions stipulate otherwise. In that case, the Seller shall be under no liability in respect of any claim under Seller’s obligation to pay damages does not exceed the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services amount to which the claim relates; and (ii) the Seller is permitted obliged pursuant to inspect the law. 10.7 Except to the extent that mandatory provisions as referred to article 10.6 stipulate otherwise, any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury is always limited to the extent resulting from lower amount of: a. the Seller’s negligence; or (y) liability incurred by invoice amount or, in the Buyer to absence thereof, the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out value of the errors or omissions performance agreed; b. in the event of Seller.partial deliveries – the invoice amount or, in the absence thereof, the value of the performance concerned; c. the amount covered by an insurance policy, if and in so far as the Seller is insured against the liability concerned,

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case 2.1 The liability of fraud each Seller and Warrantor under or fraudulent concealment by the Seller, the Seller pursuant to this Agreement shall be several only and such liability shall be limited to the amounts set out in paragraph 1.4 of this Schedule 5. None of the Sellers or Warrantors shall be liable under no liability this Agreement in respect of any claim under the Contract and for breach of this Agreement (or any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the other documents to be entered into pursuant to this Agreement) by another Seller or Warrantor. 2.2 Each Seller shall only be liable in respect of any breach of a Title and Capacity Warranty or any other claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of under this Section 10 are reasonable and reflected in the price which would be higher without those provisions Agreement and the Buyer will accept such risk and/or insure accordingly. Nothing Warrantors shall only be liable in these Terms respect of any breach of a Management Warranty if and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting that, in each case, such claim is admitted by the relevant Seller or the Warrantors (as the case may be) or determined by a court of competent jurisdiction. 2.3 Without prejudice to Clause 8 (Warranties), Clause 9 (Whole Agreement and Remedies) and Schedule 4 (Warranties given by the Sellers and Warrantors under Clause 8) of this Agreement, the Purchaser acknowledges and agrees that, except for the specific Warranties set out in paragraphs 2.8, 2.9 and 2.10 of Schedule 4, none of the Sellers or Warrantors gives or makes, nor shall there be implied, any warranty as to the accuracy of any information (whether in writing, verbal or howsoever provided), including the forecasts, estimates, projections, statements of intent, statements of opinion, or other forward looking statements provided to the Purchaser (howsoever provided) on or prior to the date of this Agreement, including any information in the Information Memorandum, the Management Presentations, the Data Room, the Disclosure Letter, the Due Diligence Reports, any other due diligence report prepared by or on behalf of the Purchaser or the information supplied to or made available to the Purchaser during its due diligence exercise nor, apart from the Seller’s negligence; specific Warranties set out in paragraphs 2.8, 2.9 and 2.10 of Schedule 4, is any warranty given or (y) liability incurred by the Buyer shall any warranty be implied as to the extent resulting from fraud accuracy or fraudulent misrepresentation by completeness of, or otherwise in respect of, the Seller; contents of any of the foregoing, nor is there any obligation on any Group Company, Seller or (z) Warrantor or their respective advisers to update any other matter of the foregoing or to correct any inaccuracies therein which may not be limited or excluded by law to become apparent. For the extent arising out avoidance of doubt, (in the case of the errors Warrantors only, solely in respect of the specific Warranties on the Due Diligence Reports set out in paragraphs 2.8, 2.9 and 2.10 of Schedule 4), none of the Warrantors or omissions the Sellers shall have any liability or responsibility whatsoever in respect of Sellerany of the foregoing information or documents mentioned in this paragraph 2.3.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in 10.1 Except to the case extent of fraud or fraudulent concealment any written warranties given by the Seller to the Buyer, all warranties and representations, including those expressed or implied by law, are excluded to the extent permitted by law. 10.2 The Seller shall not be liable: (a) for loss caused by any factors beyond the Seller’s reasonable control, including any act of God; (b) where the Buyer has altered or modified the Goods, misapplied the Goods, or have subjected them to any unusual or non-recommended use, storage, servicing or handling; (c) for any delay in delivery of the Goods or replacement Goods; (d) where the Buyer does not comply with the terms of any written warranty; (e) for any indirect or consequential loss of any kind including, without limitation, loss of profits. 10.3 Without limiting clause 10.2, the Seller’s total liability for defective or damaged Goods supplied by the Seller shall be or otherwise arising under no liability this Agreement is limited at the Seller’s option to either: (a) replacing the Goods; or (b) refunding the price of the Goods. 10.4 The Buyer must notify the Seller within 21 days of delivery or collection of the Goods of any complaint the Buyer may have in respect of the Goods. The Seller will not be liable for any claim under the Contract and defective or damaged Goods unless notification is given within this time period. 10.5 Without limiting any such claim shall be wholly barred and unenforceable unless: (i) other provision of these Terms, the Buyer notifies acknowledges and agrees that the description under which the Goods are sold represents no more than what the Seller in detail reasonably believes the Goods to be and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect does not constitute a guarantee or warranty that any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent crop resulting from the Seller’s negligence; or (y) liability incurred by the Buyer Goods will grow true to that description. The Seller gives no warranties in respect to the extent resulting from fraud description, growth, quality, palatability, toxicity or fraudulent misrepresentation by purity of the Seller; or (z) any other matter which may Goods and will not be limited responsible for any unexpected or excluded by law to the extent arising out of the errors or omissions of Selleradverse results.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT(a) If any of the Sellers’ Guarantees is incorrect, TORT if Sellers breach any covenant, or if a claim arises from Sellers’ fraud (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATIONcollectively, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save “Breach”), the Sellers shall put the Purchaser or, or at the Purchaser’s sole discretion, the respective Group Company in the case of fraud position, in which the Purchaser or fraudulent concealment the Group Company would be in, had the Sellers’ Guarantee been correct, had Sellers not breached the covenant, or had Sellers not committed fraud. The Purchaser shall first give the Sellers the opportunity to factually remedy (Naturalrestitution) the Breach within four weeks after being required to do so by the SellerPurchaser. If the Sellers are unable to achieve this position within the four-weeks-period, the Seller Sellers shall compensate the Purchaser or, at the Purchaser’s sole discretion the respective Group Company by way of monetary damages (Schadensersatz in Geld) for all damages suffered by the Purchaser or the respective Group Company as result of such Breach. (b) The Sellers shall not be liable vis-a-vis the Purchaser in case the Purchaser has at or before the Signing Date actual knowledge of a breach of a Sellers’ Guarantee according to Clause 10. For purposes of determining whether the Purchaser has knowledge of a breach of a Sellers’ Guarantee, the Parties agree that the Purchaser has actual knowledge of all documents disclosed in the Data Room prior to the Freeze Date as evidenced by the Data Room CD-ROM, and in the event disclosures have been made orally or otherwise not being on the CD-ROM, Sellers have the burden of proof that such information has been properly disclosed to Purchaser. For the avoidance of doubt, the Parties illustrate this understanding in two examples: Example 1: If a Sellers’ Guarantee is given by the Sellers in this Agreement which is wrong but the underlying documentation is properly disclosed in the Data Room prior to the Freeze Date so Purchaser has or could have known that the Sellers’ Guarantee was wrong before or at the Signing Date, there is no Breach of Sellers’ Guarantee. In the event the Parties are in dispute whether a proper disclosure of the underlaying facts in the Data Room has taken place, the procedure in Clauses 11 and 15 (4) shall apply. Example 2: If a Sellers’ Guarantee is given by the Sellers in this Agreement which is wrong and the underlying documentation is not or not properly disclosed in the Data Room prior to the Freeze Date as evidenced on the Data Room CD-ROM, there is a Breach of Sellers’ Guarantee, except Sellers – who have the burden of proof- can evidence that the facts which have triggered the Breach of Sellers’ Guarantee have been otherwise properly disclosed before or at the Signing Date to Purchaser. In the event the Parties cannot agree whether the underlying facts of a Breach of Sellers’ Guarantee have otherwise been properly disclosed to Purchaser and/or the amount of the damage, the procedure in Clauses 11 and 15 (4) shall apply. For the avoidance of doubt, this Clause 11.3(b) applies only to Sellers’ Guarantees and does not apply to any specific indemnities or other guarantees. (c) The freeze date of the Data Room shall be under no liability in respect 20 June 2016 (19:00 CET) (the “Freeze Date”). A CD-ROM with a copy of any claim under the Contract and any such claim Data Room content burned by the data room provider at the Freeze Date shall be wholly barred attached as Schedule 11.3(c) to this Agreement and unenforceable unless: (i) shall serve as evidence for the Buyer notifies the Seller in detail and in writing parties of the alleged basis for disclosed items. Sellers guarantee that the claim within two (2) months CD-ROM accurately reflects the contents of the Buyer becoming aware thereof and within one year after the completion Data Room as of the Services to which the claim relates; Freeze Date, and (ii) the Seller is permitted to inspect any and that all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected documents in the price which would be higher without those provisions Data Room (as replicated on the CD-ROM) were accessible and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Sellerreadable.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save 13.1 In the event of a breach of the Seller’s Representation and Warranties and/or in the case event of fraud or fraudulent concealment by the Seller’s failure to fulfil any of its obligations under this Agreement, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: compensate (iNw. erstatte) the Buyer notifies from and against any reasonably foreseeable direct, net loss thereby suffered or incurred by either of the Buyer, the Company or the Subsidiary (the “Loss”), on the terms and conditions set out in this section 13. 13.2 The Buyer shall actively and in good faith seek to mitigate its Loss. 13.3 The Seller’s duty to indemnify the Buyer for any Loss suffered by the Buyer, the Company or the Subsidiary as a result of the Seller’s breach of any of the Seller’s Representation and Warranties shall be subject to the following limitations: a) The Seller shall have no obligation to indemnify the Buyer unless the Buyer gives notice to the Seller in detail and in writing within 10 Business Days after the Buyer became aware of the alleged basis for events or circumstances giving rise to the claim. The Buyer’s notice shall state the specific grounds supporting the claim. Any claim shall within reasonable time following Buyer’s notice be supported by information about the amount of the claim within two (2and written documentation necessary to support the claim. b) months The Seller shall only be liable for Loss if the Seller receive notice of such Loss no later than on the first anniversary of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relatesClosing Date. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from for breach of the Seller’s negligenceRepresentation and Warranties contained in section 12.11 (Taxes) shall, however, expire two years after the Closing Date. 13.4 The Seller shall not be liable for any Loss unless (i) each individual Loss exceeds USD 1,000,000; (ii) until the aggregate amount of all Losses (excluding the Losses for which the Seller has no liability according to sub-section (i) above) exceeds USD 5,000,000 (for the purposes of this section 13.4 the “Basket Amount”), but shall then be liable for the entire amount and not just the excess of the Basket Amount; but (iii) only for aggregate Losses up to a total amount equivalent to 25% of the Purchase Price. 13.5 The Seller has invited Teekay to perform a due diligence investigation of the Company and the Subsidiary, including a physical inspection of the FPSO Sevan Piranema, and Teekay has completed its due diligence investigation prior to entering into the Agreement. The Buyer’s right to compensation or (y) other remedies under this Agreement shall not extend to matters which Teekay or any of its advisors had or reasonably could have acquired knowledge of from the Disclosed Information or other information provided by Seller or any of its advisors to Teekay in connection with the transactions contemplated by this Agreement, including any matter, circumstance, event or issue referred to in the Disclosed Information or information which the Seller has made publicly available. 13.6 The limitations of the Seller’s liability incurred set out in this section 13 shall not apply in the event of fraud or wilful or negligent misrepresentation on the part of the Seller. 13.7 The remedies provided for in this section 13 shall exclude any other claim for damages, Purchase Price reduction and all other remedies which would otherwise be available by law, including the Buyer Norwegian Sales of Goods Act 27/1988. 13.8 Petroleum National Agency has applied a penalty to Petrobras of BRL 4.5 million for non-conformities identified with respect to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to Piranema FPSO. To the extent arising out the penalty is upheld (regardless of the errors or omissions amount) and Petrobras seeks a recourse from the Company and/or the Subsidiary, the Seller shall hold the Buyer, the Company and the Subsidiary harmless from and against all such recourse claims (including any reasonable legal and other fees and costs incurred in connection with defending such recourse claim) without any of Sellerthe limitations set out in section 13.3, 13.4 and 13.5 being applicable. 13.9 The Seller will hold the Buyer, the Company and the Subsidiary harmless for any penalty imposed by a Governmental Entity for late filings of the Financial Statements, without any of the limitations set out in section 13.3, 13.4 and 13.5 being applicable.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR Subject to Section 8.5(b), in no event will the Seller’s indemnification Liability under this Agreement (whether under this Article 8, Article 9 or otherwise) exceed forty percent (40%) of the Purchase Price; provided, however that such limitation of the Seller’s Liability shall not apply to any indemnification claim by Purchaser Indemnified Parties under this Article 8 based on the Seller’s breach of any representation or warranty under any of Section 3.1 (Organization and Good Standing) Section 3.2 (Authority and Enforceability), Section 3.3 (No Conflict); Section 3.4 (Capitalization and Ownership), Section 3.8(a) (Assets), Section 3.12 (Tax Matters) or Section 3.19 (Brokers or Finders) (collectively, the “Uncapped Seller Representations”) or the covenants and agreements of the Seller in Sections 2.1 (Purchase and Sale), 2.3 (Escrow), 2.5 (Closing Deliveries), 5.2 (Operation of the Business of the Company), Article 9 (Certain Tax Matters), Section 10.6 (Confidentiality) or Section 11.1(b) (Capital Gains Taxes) (the “Uncapped Seller Covenants”). Notwithstanding anything to the contrary in this Agreement other than Section 8.5(b), the Purchaser Indemnified Parties will not be entitled to assert any claims for indemnification under this Article 8 unless and until the aggregate Losses of the Purchaser Indemnified Parties are in excess of ten percent (10%) of the Purchase Price (the “Deductible”) and, in such event, only for amounts in excess of the Deductible; provided, however, that the Deductible requirement shall not apply to any indemnification claim by Purchaser Indemnified Parties under this Article 8 based on the Seller’s breach of any of the Uncapped Seller Representations or Uncapped Seller Covenants. (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save The parties acknowledge that, except as expressly provided in the case of fraud Article 3 or fraudulent concealment any certificate delivered by the SellerSeller pursuant to this Agreement, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies Seller has not made or is not making any representations, warranties or commitments whatsoever regarding the Seller in detail and in writing subject matter of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; this Agreement, express or implied, and (ii) the Purchaser is not relying and has not relied on, any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (iii) Without limiting the effect of any other limitation contained in this Article 8, for purposes hereof, no representation or warranty of the Seller is permitted deemed to inspect any and all property with respect to which the Services are claimed be or to have been defective inaccurate if: (A) on or prior to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions date of this Section 10 are reasonable and reflected in Agreement, the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability Purchaser had specific Knowledge of the Seller for: inaccuracy of such representation or warranty; or (xB) death or personal injury following the date of this Agreement and prior to the extent resulting from Closing, (I) the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out Purchaser obtained specific Knowledge of the errors inaccuracy of such representation or omissions warranty, (II) such inaccuracy, considered together with all other inaccuracies of Sellerany representations or warranties of which the Purchaser had specific Knowledge, was of a nature that would have caused the condition set forth in Section 6.2(a) not to be satisfied, and (III) the Purchaser elected nonetheless to proceed with the Closing.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACTNotwithstanding the other provisions of this Article VIII, TORT Purchaser shall not be entitled to indemnification for its Damages unless and until Purchaser has sustained otherwise indemnifiable Damages of Fifty Thousand Dollars (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY$50,000) MISREPRESENTATION(the "BASKET"), RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF and thereafter Purchaser shall be entitled to indemnification only for its Damages exceeding the Basket. Prior to a Final Determination with respect to any claim against Seller for indemnification under this Article VIII, Purchaser may withhold, from the Indemnity Fund or Incentive Fund otherwise payable to Seller, an amount representing Purchaser's reasonable estimate of the indemnifiable Damages associated with such claim. Upon a Final Determination of the amount of such claim, Purchaser shall be entitled to receive from Seller, within ten (i10) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save days after written demand therefor, the Damages as provided in the case Final Determination. If Seller does not pay such amount in full within such ten day period, Purchaser may set off its unsatisfied Damages against such withheld portion of fraud the Indemnity Fund or fraudulent concealment by Incentive Fund, as applicable, and remit the Sellerbalance of such Indemnity Fund or Incentive Fund, the if any, to Seller in accordance with this Agreement. Purchaser's right to indemnification from Seller shall not be limited to such rights of withholding and offset. The aggregate liability of Seller for indemnification for Damages under no liability in respect of any claim under this Article VIII shall not exceed an amount equal to the Contract Purchase Consideration; and any for such claim purpose the XETA Stock shall be wholly barred and unenforceable unless: valued at an amount per share equal to the lesser of (i) the Buyer notifies closing price per share on the Seller in detail and in writing of trading day next preceding the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and Closing Date or (ii) the Seller is permitted to inspect any and all property with respect to closing price per share on the trading day next preceding the date on which the Services are claimed Purchaser first becomes aware of the claim underlying its right to have been defective indemnification. In the event an indemnifiable claim arises hereunder by virtue of Seller's breach of a representation or to which warranty herein and a similar indemnifiable claim arises simultaneously in favor of Purchaser by virtue of Hopp'▇ ▇▇▇ach of a similar representation or warranty contained in his stock purchase agreement with Purchaser such that both Seller and Hopp ▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability ▇ equally responsible for 100% of the Seller for: (x) death or personal injury to the extent Damages resulting from the Seller’s negligence; or such claim and are each financially capable of compensating Purchaser for one-half (y1/2) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions Damages resulting therefrom, Purchaser shall limit its recovery from Purchaser to no more than one-half (1/2) of Sellerthe total of such Damages.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT15.1 Unless otherwise expressly provided in this agreement, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATIONany covenant, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save representation, undertaking, warranty, indemnity or other obligation given or assumed by more than one Seller in the case this agreement is given or assumed by each Seller severally in respect of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability itself only and not in respect of any claim under the Contract and other Seller (such that no Seller shall have any such claim liability for any breach of this agreement by any other Seller) except that where there is more than one Trustee Seller of a Trust, any covenant, undertaking, warranty indemnity or other obligations shall be wholly barred given or assumed jointly and unenforceable unless: (i) the Buyer notifies the severally by such Trustee Sellers in relation to such Trust. 15.2 If a Trustee Seller in detail and in writing ceases to be a trustee of any of the alleged basis Trusts of which he is a trustee, the obligations contained in this agreement shall cease to apply to him and he shall be released from liability for the claim within two (2) months any breach of the Buyer becoming aware thereof and within one year terms of this agreement which occurs after the completion date of his ceasing to be a trustee of the Services Trust, provided that: 15.2.1 where the Trustee Seller remains a trustee of one or more Trusts, the obligations contained in this agreement shall continue to which apply to him, and he shall retain liability, in respect of such Trust(s); and 15.2.2 the claim relates; Purchaser has consented (such consent not to be unreasonably withheld or delayed) either: 15.2.2.1 to the appointment of a new trustee, where the new trustee appointed in his place executes a deed of adherence to this agreement in a form satisfactory to the Purchaser agreeing to adhere to and (ii) be bound by all the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected agreement expressed to be binding on the new trustee as if he had been named as a Trustee Seller; or 15.2.2.2 when no new trustee is appointed to take the place of the retiring trustee, to the reduction in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability number of trustees of the Seller for: (x) death relevant Trust, provided that each of the remaining trustees of the relevant Trust was either an original party to this agreement as trustee of the Trust or personal injury has subsequently been appointed as trustee to the extent resulting from Trust and has executed a deed of adherence in the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Sellersame terms as detailed in clause 15.2.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT11.1 Without prejudice to any other limitations set out in any other Transaction Document, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save save for any amounts due from any of the Sellers pursuant to clause 5 which shall be calculated in accordance with the case provisions of fraud or fraudulent concealment by the Sellerclause 5, the maximum liability of each Seller shall be under no liability in respect of any claim Relevant Claim (together with any additional amount payable under the Contract and any clause 14 in respect of such claim Relevant Claim) shall be wholly barred and unenforceable unless: limited to the proportionate amount of the aggregate of the Consideration actually received by the relevant Seller, as set out in the Completion Proceeds Schedule. 11.2 No Seller shall be liable in respect of any Relevant Claim unless the Buyer shall have given to the Seller written notice of such Relevant Claim specifying (iin such reasonable detail as is reasonably available to the Buyer at the time) the Buyer notifies matter(s) which gives rise to the Seller in detail and in writing Relevant Claim, the nature of the alleged basis for claim and (if practicable) the claim within amount claimed in respect thereof on or before the date falling two (2) years after Completion. 11.3 Any Relevant Claim notified pursuant to clause 11.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn six months after the relevant notice has been given by the Buyer, unless at such time legal proceedings in respect of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to Relevant Claim have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable commenced by being both issued and reflected served. 11.4 Nothing in the price which would Transaction Documents shall or shall be higher without those provisions and deemed to relieve or abrogate the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits respect of any Relevant Claim of any common law or excludes the liability other duty to mitigate any loss or damage. 11.5 No Seller shall be liable in respect of the Seller for: (x) death or personal injury any Relevant Claim to the extent resulting that the subject of such Relevant Claim has been made or is made good or is otherwise compensated for without cost to the Buyer or any other member of the Buyer’s Group. 11.6 The Sellers shall not be liable under any Transaction Document in respect of any loss of profit, loss of goodwill or any indirect, punitive or consequential losses. 11.7 The Buyer shall not be entitled to recover from any Seller under any Transaction Document more than once in respect of the Seller’s negligence; same fact, matter or (y) liability incurred circumstance in respect of any Relevant Claim. 11.8 Unless expressly provided otherwise, all representations, warranties, undertakings, covenants, agreements and obligations made, given or entered into in this Agreement by the Buyer to the extent resulting from fraud Sellers are made, given or fraudulent misrepresentation entered into severally by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out each of the errors or omissions of SellerSellers.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY NOTWITHSTANDING ANYTHING TO THE CUSTOMER CONTRARY HEREIN, IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION NO EVENT SHALL SELLER BE LIABLE HEREUNDER OR OTHERWISE FOR ANY EXEMPLARY, PUNITIVE, REMOTE, SPECULATIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS, AND NO CLAIM SHALL BE MADE OR AWARDED AGAINST SELLER, FOR ANY SUCH DAMAGES OR LOSS OF PROFITS. Except as provided in in the Warranty and this Limitation of Liability, Seller shall not be liable for damages of any kind including, but not limited to, product performance in Buyer’s application(s). In addition, Seller will not be liable for removal and/or replacement of reflective products or retro reflective characteristics of any installed Seller’s products unless agreed to in writing by the parties. In no event will Seller be liable for any claims related to the products after the products have been incorporated into any other product or subject to further processing. Such incorporation or such processing shall be deemed to be a waiver of all claims by Buyer. SELLER’S LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING IN CONNECTION WITH THE PERFORMANCE SALE OR CONTEMPLATED PERFORMANCE USE OF THE PRODUCTS, WHETHER IN LAW OR IN EQUITY OR WHETHER IN CONTRACT SHALL OR IN ALL CIRCUMSTANCES BE TORT, AND WHETHER BASED UPON NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF CONTRACT OR EQUITABLE PRINCIPLES, OR OTHERWISE, IS EXPRESSLY LIMITED TO, AT SELLER’S OPTION, REPAIR OR REPLACEMENT OF THE PRODUCTS WITH RESPECT TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT WHICH DAMAGES ARE SUBJECT TO THE CLAIMCLAIMED. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save All claims of any kind arising in connection with this Agreement or the sale or use of the products shall be deemed waived unless made in writing within 60 days of the earlier of the date of Seller’s delivery or the date fixed for delivery in the case event of fraud or fraudulent concealment by the Seller, the non-delivery. Seller shall be under no liability in respect of any claim under the Contract given, and any such claim shall be wholly barred and unenforceable unless: (i) subject to Seller being provided, a reasonable opportunity to investigate the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services products subject to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Sellerclaim.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in 9.1 Subject to clause 9.2 and except to the case extent of fraud or fraudulent concealment any written warranties given by the Seller to the Buyer, all warranties and representations, including those expressed or implied by law, are excluded to the extent permitted by law. 9.2 The Seller will use reasonable endeavours to ensure the Buyer receives the benefit of any manufacturer’s warranty provided in respect to the Goods. 9.3 The Seller shall not be liable: (a) for loss caused by any factors beyond the Seller’s reasonable control, including any act of God; (b) where the Buyer has altered or modified the Goods, misapplied the Goods, or have subjected them to any unusual or non-recommended use, storage, servicing or handling; (c) for any delay in delivery of the Goods or replacement Goods; (d) where the Buyer does not comply with the terms of any written warranty; (e) for any indirect or consequential loss of any kind including, without limitation, loss of profits; (f) for any second-hand Goods; (g) for normal wear and tear. 9.4 Without limiting clause 9.3, the Seller’s total liability for defective or damaged Goods supplied by the Seller shall be or otherwise arising under no liability this Agreement is limited at the Seller’s option to either: (a) replacing the Goods or re-performing the Services; or (b) refunding the price of the Goods or provision of Service. 9.5 The Buyer must notify the Seller within 21 days of delivery or collection of the Goods of any complaint the Buyer may have in respect of the Goods. The Seller will not be liable for any claim under the Contract and defective or damaged Goods unless notification is given within this time period. 9.6 Without limiting any such claim shall be wholly barred and unenforceable unless: (i) other provision of these Terms, the Buyer notifies acknowledges and agrees that the description under which the Goods are sold represents no more than what the Seller in detail reasonably believes the Goods to be and in writing does not constitute a guarantee or warranty as to the quality or suitability of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of SellerGoods.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in 11.1 Except to the case extent of fraud or fraudulent concealment any written warranties given by the Seller to the Buyer, all warranties and representations, including those expressed or implied by law, are excluded to the extent permitted by law. 11.2 The Seller shall not be liable: (a) for loss caused by any factors beyond the Seller’s reasonable control, including any act of God; (b) where the Buyer has altered or modified the Goods, misapplied the Goods, or have subjected them to any unusual or non- recommended use, storage, servicing or handling; (c) for any shortfall or delay in delivery from a 3rd party or replacement Goods; (d) where the Buyer does not comply with the terms of any written warranty; (e) for any indirect or consequential loss of any kind including, without limitation, loss of profits. 11.3 Without limiting clause 11.2, the Seller’s total liability for defective or damaged Goods supplied by the Seller shall be or otherwise arising under no liability this Agreement is limited at the Seller’s option to either: (a) replacing the Goods; or (b) refunding the price of the Goods. 11.4 The Buyer must notify the Seller within 21 days of delivery or collection of the Goods of any complaint the Buyer may have in respect of the Goods. The Seller will not be liable for any claim under the Contract and defective or damaged Goods unless notification is given within this time period. 11.5 Without limiting any such claim shall be wholly barred and unenforceable unless: (i) other provision of these Terms, the Buyer notifies acknowledges and agrees that the description under which the Goods are sold represents no more than what the Seller in detail reasonably believes the Goods to be and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect does not constitute a guarantee or warranty that any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent crop resulting from the Seller’s negligence; or (y) liability incurred by the Buyer Goods will grow true to that description. The Seller gives no warranties in respect to the extent resulting from fraud description, growth, quality, palatability, toxicity or fraudulent misrepresentation by purity of the Seller; or (z) any other matter which may Goods and will not be limited responsible for any unexpected or excluded by law to the extent arising out of the errors or omissions of Selleradverse results.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in 9.1 Except to the case extent of fraud or fraudulent concealment any written warranties given by the Seller to the Buyer, all warranties and representations, including those expressed or implied by law, are excluded to the extent permitted by law. 9.2 The Seller shall not be liable: (a) for loss caused by any factors beyond the Seller’s reasonable control, including any act of God; (b) where the Buyer has altered or modified the Goods, misapplied the Goods, or have subjected them to any unusual or non-recommended use, storage, servicing or handling; (c) for any delay in delivery of the Goods or Services, or replacement Goods; (d) where the Buyer does not comply with the terms of any written warranty; (e) for any indirect or consequential loss of any kind including, without limitation, loss of profits. 9.3 Without limiting clause 9.2, the Seller’s total liability for defective or damaged Goods or Services supplied by the Seller shall be or otherwise arising under no liability this Agreement is limited at the Seller’s option to either: (a) replacing the Goods; (b) remedying the Goods and/or Services; or (c) refunding the price of the Goods and/or Services. 9.4 The Buyer must notify the Seller within 21 days of delivery or collection of the Goods of any complaint the Buyer may have in respect of the Goods or Services. The Seller will not be liable for any claim under the Contract and defective or damaged Goods or Services unless notification is given within this time period. 9.5 Without limiting any such claim shall be wholly barred and unenforceable unless: (i) other provision of these Terms, the Buyer notifies acknowledges and agrees that the description under which the Goods are sold represents no more than what the Seller in detail reasonably believes the Goods to be and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective does not constitute a guarantee or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges warranty that the above provisions of this Section 10 are reasonable and reflected in the price which would Goods will be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury true to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Sellerthat description.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save If Buyer timely notifies Seller in the case of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability in respect of any claim writing under the Contract and any such claim terms hereof of a claimed defect Buyer shall be wholly barred and unenforceable unless: (i) the Buyer notifies the concurrently offer Seller in detail and in writing of the alleged basis for opportunity to investigate the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been allegedly defective or to which Goods. If Seller determines that ▇▇▇▇▇’s claim otherwise relatesis valid, Seller may repair the defective Goods or replace the defective Goods with conforming Goods at the F.O.B. point specified in this contract. The Buyer acknowledges that the above provisions Failure to offer Seller such opportunity shall constitute acceptance by ▇▇▇▇▇ and waiver of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordinglyall claims for defects. Nothing in these Terms and Conditions limits SELLER’S LIABILITY FOR DAMAGES ON ACCOUNT OF A CLAIMED DEFECT IN ANY PRODUCT DELIVERED BY SELLER SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT ON WHICH THE CLAIM IS BASED. Replacement of defective Goods or excludes the liability repayment of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) purchase price for any other matter which may not such product will be limited or excluded by law to the extent arising out made only upon return of the errors or omissions defective product. Specifically and without limiting the generality of Sellerthe foregoing. SELLER SHALL NOT BE RESPONSIBLE OR LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, OR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR CONTINGENT DAMAGES FOR ANY BREACH OF WARRANTY OR OTHER BREACH OF SELLER’S OBLIGATIONS UNDER THIS CONTRACT. SELLER SHALL NOT BE LIABLE FOR DAMAGES RELATING TO ANY INSTRUMENT, EQUIPMENT, OR APPARATUS WITH WHICH THE PRODUCT SOLD UNDER THIS CONTRACT IS USED.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACTWithout prejudice to any other provision in these terms and conditions. 14.1 Seller shall not be liable for, TORT and ▇▇▇▇▇ shall indemnify Seller against, any losses, claims, demands, costs or expenses arising out of any action taken by any third party against the Seller in connection with the supply of Goods under this Contract, whether or not the Seller is in breach of any of its obligations under this Contract. 14.2 If any liability on the part of the Seller to Buyer shall arise under this Contract for any loss or damage of whatever nature, such liability will be limited to 5% of the price of the goods delivered hereunder to Buyer or, where the claim relates to a failure to supply, to the fixed sum of US$ 5,000 and in no event shall Seller's liability hereunder howsoever arising extend to any claim for indirect consequential or economic losses or damages. 14.3 Seller's supplier of Goods and all employees, representatives or agents of Seller and of such Seller's suppliers will have the benefit of any and all rights stipulated for the Seller under these conditions with respect to exclusion of liability and with respect to indemnification of Seller thereof. 14.4 In the event that suppliers or any other person who may benefit from Seller stipulation in this connection would be held liable, the total liability shall be limited to an amount equal to the net price of the delivery involved and in any event Seller shall have no liability for any incidental, consequential or special damages (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTYincluding but not limited to loss or of revenue) MISREPRESENTATIONarising. 14.5 Where a date of delivery is indicated the obligation of the Seller's shall be to deliver as soon as thereafter as is practicable having regard to congestion affecting the Seller's delivery facilities of the facilities of its suppliers or agents or to the prior commitment of bunkering barges or other delivery vehicles. However, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIMsuch date is not guarantee and time shall not be of the essence in respect thereof or of any other obligation on Sellers part contained in these conditions. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save Seller shall not be liable to make good any damage or loss whether arising directly or indirectly out of delays in delivery of Goods. 14.6 The Buyer shall indemnify the case of fraud or fraudulent concealment Seller against any liability incurred by the Seller, Seller in respect of the Seller shall be under no liability Buyer's failure to comply with applicable Government or local Regulations at the port such as those related to fire or in respect of any claim under loss of bunkers or damage to any property caused by the Contract Buyer's vessel during berthing, bunkering or/and any such claim numbering. 14.7 Buyer shall be wholly barred indemnify and unenforceable unless: (i) the Buyer notifies the Seller in detail hold Seller's Supplier harmless from and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect against any and all claims, demands, suits or liabilities for damage to property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions for injury or death of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent person arising out of or in any way connected with fault of Buyer or its agents or servants in receiving, using, storing or transporting the errors or omissions of SellerGoods delivered hereunder.

Seller’s Liability. THE COMPANYSELLER’S TOTAL LIABILITY TO THE CUSTOMER BUYER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANYSELLER’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Seller.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT15.1 To the extent permitted by law and subject to any written warranty entered into between the Seller and the Customer with respect to goods provided under these terms and conditions: (a) these terms and conditions exclude all other conditions, TORT warranties, liabilities or representations in relation to the goods and /or services whether express or implied; (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTYb) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment where goods have not been manufactured by the Seller, the Customer is only entitled to such benefits as the Seller shall be may receive under no liability in respect any warranties or representations given to the Seller by the manufacturer of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: goods; and (ic) the Buyer notifies Customer indemnifies the Seller in detail and in writing of for any claim, damage or injury to, or by, the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing goods. 15.2 Where legislation implies in these Terms terms and Conditions limits conditions any condition or excludes warranty that cannot be excluded or modified, the liability of the Seller for: (x) death for a breach of any such condition or personal injury to the extent resulting from warranty is limited at the Seller’s negligenceoption to any one or more of the following: (a) In the case of goods: (i) repair or replacement of the goods in accordance with clause 15.3 or the supply of equivalent goods; (ii) payment of the cost of replacing the goods or of acquiring equivalent goods, by credit to the Customer’s account, in cash or by cheque at the Seller’s discretion; or or (yiii) liability incurred repayment of any part of the purchase price of the goods which has been paid by the Buyer Customer, by credit to the extent resulting from fraud Customer’s account at the Seller’s discretion. (b) In the case of advice, recommendations, information or fraudulent misrepresentation services: (i) resupply the advice recommendations, information or services. 15.3 Parts and labour for repair or replacement under clause 15.2(a) will be provided by the Seller during normal working hours at a place of business of the Seller; . The Seller is not liable for the cost of transportation of the goods to such place of business. All rejected parts or (z) any other matter which may not defective parts will be limited or excluded by law the property of the Seller to the extent dispose of as it sees fit. 15.4 The Seller’s maximum liability arising out of or in connection with the errors Agreement, or omissions any product or service, is limited to 100% of Sellerthe amount paid by the Customer to the Seller for the product or service purchased. The Seller is not liable for any loss or damage of any kind whatsoever and howsoever arising (including but not limited to loss arising by reason of delay, non-delivery, defective materials or workmanship) out of or in connection with the supply of goods or services, including without limitation any indirect, special, incidental or consequential loss (including without limitation loss of use of facilities or equipment, loss of profit, loss of revenue, loss of contract, loss on resale, loss of goodwill or increased cost of workings), even if due to the negligence of the Seller or any of its employees or agents. In no event is the Seller liable for loss of samples or specimens.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT(a) Subject to the limitations and allocation of liability among Sellers set forth in this Section 10, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the each Seller, on behalf of itself only, hereby agrees to compensate Buyer on a EUR for EUR basis for any Loss actually incurred by Buyer or any Group Company as a result of a breach by such Seller, provided that the relevant Seller has failed to remedy (to the extent remediable to the reasonable satisfaction of Buyer) the breach within 30 days of receipt of notice to do so pursuant to Section 10.6.2(a) in a manner such that Buyer or any Group Company do not suffer Loss as a result of the breach. (b) It is expressly agreed that all consequential and indirect losses and costs (save for reasonably foreseeable indirect losses and costs) for Buyer and/or the Group Companies, including, without limitation, loss of business reputation, synergies, business opportunities, revenues, profits or cost savings or any effects on Buyer’s financing arrangements (except to the extent reasonably foreseeable), are excluded from Sellers’ liability under this Agreement. (c) Any amount payable by a Seller to Buyer as a result of a Claim shall be treated for all purposes as a reduction of the Purchase Price received by such Seller. (d) Subject to the liability of Key Sellers for Leakage pursuant to Section 4.2(c), the liability of each Seller for any breach of this Agreement is individual and several and not joint and several and each Seller shall be under no liability individually and exclusively liable for the Warranties in respect of any claim itself and its Shares and Option Rights and the other covenants and undertakings given by such Seller under the Contract this Agreement. With respect to Warranties, covenants and any such claim undertakings that are not given in respect of an individual Seller or its Shares or Option Rights, each Seller’s liability shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing pro rata to its portion of the alleged basis Purchase Price (not taking into account any Leakage). With respect to covenants and undertakings given by the Key Sellers, all Sellers shall be liable for the claim within two (2) months such covenants and undertakings pro rata to their portion of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and Purchase Price (ii) the Seller is permitted to inspect not taking into account any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of SellerLeakage).

Seller’s Liability. If Buyer timely notifies Seller in writing under the terms hereof of a claimed defect Buyer shall concurrently offer Seller opportunity to investigate the claim and to inspect allegedly defective Goods. If Seller determines that Buyer’s claim is valid, Seller may repair the defective Goods or replace the defective Goods with conforming Goods at the F.O.B. point specified in this contract. Failure to offer Seller such opportunity shall constitute acceptance by Buyer and waiver of all claims for defects. SELLER’S LIABILITY FOR DAMAGES ON ACCOUNT OF A CLAIMED DEFECT IN ANY PRODUCT DELIVERED BY SELLER SHALL IN NO EVENT EXCEED THE COMPANY’S TOTAL LIABILITY PURCHASE PRICE OF THE PRODUCT ON WHICH THE CLAIM IS BASED. Replacement of defective Goods or repayment of the purchase price for any such product will be made only upon return of the defective product. Specifically and without limiting the generality of the foregoing. SELLER SHALL NOT BE RESPONSIBLE OR LIABLE TO THE CUSTOMER IN CONTRACTBUYER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, TORT (INCLUDING CLAIMS OR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR CONTINGENT DAMAGES FOR NEGLIGENCE OR ANY BREACH OF STATUTORY DUTY) MISREPRESENTATIONWARRANTY OR OTHER BREACH OF SELLER’S OBLIGATIONS UNDER THIS CONTRACT. SELLER SHALL NOT BE LIABLE FOR DAMAGES RELATING TO ANY INSTRUMENT, RESTITUTION EQUIPMENT, OR OTHERWISE ARISING IN CONNECTION APPARATUS WITH WHICH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE PRODUCT SOLD UNDER THIS CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of SellerIS USED.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT6.1 The Seller warrants that the capacity and performance of the goods supplied are sufficient and suitable for such of the purposes of the Buyer as the Buyer has made known to the Seller. The Buyer shall give full and accurate particulars of the Buyer’s requirements and the conditions under which the goods are to be used. 6.2 The Seller undertakes to replace or repair at the Seller’s option and to deliver carriage paid within the UK, TORT or FOB United Kingdom Port any goods or parts of goods proved by the Buyer to be defective in design, material or workmanship provided such goods or parts are returned to the Seller’s works carriage paid within 12 months from date of despatch (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATIONor from date of commissioning if the Seller so agrees in writing). Any goods or parts not manufactured by the Seller are sold to the Buyer without any guarantee or warranty except such as are given by the manufacturer or supplier thereof and which the Seller is able without cost to itself to enforce for the benefit of the Buyer. 6.3 The provision of sub-clause 6.2 are intended to operate in lieu of any warranty, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save condition or representation express or implied in respect of any defect in, or failure of, goods supplied or failure of such goods to perform a specific function, or for any loss, injury or damage of any nature resulting therefrom. 6.4 The Seller’s liability shall not exceed the case invoice value of fraud the goods in respect of which the claim is made; in no event shall the Seller be liable for any indirect or fraudulent concealment consequential loss or loss of profit whatever and however arising. 6.5 In respect of goods supplied but not manufactured by the Seller, the Seller gives to the Buyer only such guarantees and warranties (if any) as the Seller enjoys and can enforce in respect of the goods. All goods replaced become the property of the Seller. 6.6 The Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) liability: 6.6.1 unless the Buyer notifies gives to the Seller written notice and details of the defect; 6.6.2 unless the Buyer returns the goods at the Buyer’s cost to the Seller if required by the Seller, or otherwise gives the Seller’s representative adequate opportunity to inspect the goods and remove samples for analysis; 6.6.3 if the Buyer has not used, kept, maintained or dealt with the goods properly and in accordance with the Seller’s instructions or directions issued from time to time; 6.6.4 for the repair or replacement of expendable items; 6.6.5 for repair or replacement of fair wear and tear consistent with the application of the goods; 6.6.6 if the Buyer has permitted persons other than the Seller or the Seller’s authorised representatives to effect any repair or replacement of parts, or maintenance or adjustments to the goods; 6.6.7 if the goods have not been paid for in full, or 6.6.8 if the Buyer has used any spares or replacements not authorised by the Seller 6.7 The guarantee contained in clauses 6.1 and 6.2 are not transferable without the Seller’s written consent. 6.8 All descriptions, depictions and other particulars supplied by the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) catalogues, price lists or other documents issued by the Seller is permitted to inspect any or statements made by word of mouth are given for general information purposes only and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that it is not entering into the above provisions of this Section 10 are reasonable and reflected contract in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Sellerreliance thereupon.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in 9.1 Subject to clause 9.2 and except to the case extent of fraud or fraudulent concealment any written warranties given by the Seller to the Buyer, all warranties and representations, including those expressed or implied by law, are excluded to the extent permitted by law. 9.2 The Seller will use reasonable endeavours to ensure the Buyer receives the benefit of any manufacturer’s warranty provided in respect to the Goods. 9.3 The Seller shall not be liable: (a) for loss caused by any factors beyond the Seller’s reasonable control, including any act of God; (b) where the Buyer has altered or modified the Goods, misapplied the Goods, or have subjected them to any unusual or non-recommended use, storage, servicing or handling; (c) where the Buyer does not comply with the terms of any written warranty; (d) for any delay in delivery of the Goods or replacement Goods; (e) for any indirect or consequential loss of any kind including, without limitation, loss of profits; (f) for any second-hand Goods; (g) for normal wear and tear. 9.4 Without limiting clause 9.3, the Seller’s total liability for defective or damaged Goods supplied by the Seller shall be or otherwise arising under no liability this Agreement is limited at the Seller’s option to either: (a) replacing the Goods or re-performing the Services; or (b) refunding the price of the Goods or provision of Service. 9.5 The Buyer must notify the Seller within 21 days of delivery or collection of the Goods of any complaint the Buyer may have in respect of the Goods. The Seller will not be liable for any claim under the Contract and defective or damaged Goods unless notification is given within this time period. 9.6 Without limiting any such claim shall be wholly barred and unenforceable unless: (i) other provision of these Terms, the Buyer notifies acknowledges and agrees that the description under which the Goods are sold represents no more than what the Seller in detail reasonably believes the Goods to be and in writing does not constitute a guarantee or warranty as to the quality or suitability of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which ▇▇▇▇▇’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of SellerGoods.