Standard of Liability; Risk of Loss Clause Samples
The 'Standard of Liability; Risk of Loss' clause defines the level of responsibility each party holds for damages, losses, or failures related to the subject matter of the contract, and specifies which party bears the risk if loss or damage occurs. In practice, this clause may set a threshold for liability, such as negligence or strict liability, and clarify when the risk of loss transfers from one party to another, for example, upon delivery or acceptance of goods. Its core function is to allocate risk and responsibility clearly between the parties, reducing uncertainty and potential disputes over who is liable for losses during the course of the agreement.
Standard of Liability; Risk of Loss. Client represents and warrants that it understands the risks involved with the Advisory Program, including, without limitation, the risks set forth on the Risk Disclosure Statement, attached hereto as Exhibit B; the possibility that an entire investment may be lost and that liability could exceed the assets in Client’s brokerage account; the fact that such brokerage account will be subject to brokerage commissions regardless of whether profits are earned; that even if best efforts are used to close out all positions in the account at a particular time, there is no assurance that any such open positions will be closed out without incurring additional losses; and that fees for CARGILL DIRECT advisory services will be charged regardless of whether the Advisory Program as a whole is successful. The Advisor makes no guarantee that its Advisory Program will result in a profit or will not result in a loss for Client. CARGILL DIRECT, its principals, officers, employees, agents and affiliates shall not be liable, responsible or accountable in damages or otherwise to Client, its successors or assigns, except for willful misconduct or bad faith on the part of CARGILL DIRECT, or any breach by CARGILL DIRECT of its obligation to effect transactions only within the parameters specified in the Risk Management Plan as specified in Section 2(c), or a breach of CARGILL DIRECT’s agreements specified in Section 6. Other than in such circumstances, all advice provided to Client pursuant to the Advisory Program, is at Client’s risk, and Client shall be solely liable therefore. Client is willing and financially able to sustain such losses should they occur. CARGILL DIRECT shall not be liable to Client for the loss of any margin deposits or other Client funds or property that is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship or assignment for the benefit of creditors of any bank, clearing or other broker, exchange, clearing organization or similar entity, or of any grain elevator or other storage facility.