Vendor’s Liability Sample Clauses

Vendor’s Liability. 10.2.1 The Vendor is the general contractor for the Work and remains responsible for all of its obligations under the Documents, including the Work, regardless of whether a subcontract or supply agreement is made or whether the Vendor relies upon any Subcontractor to any extent. [***]. 10.2.2 The terms of the Documents shall in all events be binding upon the Vendor regardless of and without regard to the existence of any inconsistent terms in any agreement between the Vendor and any Subcontractor whether or not and without regard to the fact that Reliance may have directly and/or indirectly had notice of any such inconsistent term.

Vendor’s Liability. The Vendor shall be jointly and severally liable in the event of any breach of any obligation or liability under this agreement (including, without limitation, in respect of the Warranties).

Vendor’s Liability. Vendor is responsible for all of its obligations under this Agreement, including the Work, regardless of whether a subcontract or supply agreement is made or whether Vendor relies upon any Subcontractor to any extent. Vendor’s use of Subcontractors for any of the Work shall in no way increase Vendor’s rights or diminish Vendor’s liabilities under this Agreement, and in all events, except as otherwise expressly provided for herein, Vendor’s rights and liabilities hereunder shall be as though Vendor had itself performed such Work. Vendor shall be liable for any delays caused by any Subcontractor as if such delays were caused by Vendor.

Vendor’s Liability. The Vendor’s workmen or employees shall under no circumstances be deemed to be in Corporation’s employment and the Vendor shall hold himself responsible for any claim or claims which they or their heirs, dependents, personal representatives may have or make for damages or compensation for anything done or committed to be done in the course of carrying out the work covered by this Purchase Order, whether arising on Corporation premises or elsewhere and agrees to indemnify the Corporation against any such claim or claims if made against the Corporation and all cost (as between attorney and client) of proceedings, suits or action which the Corporation may incur/sustain in respect of the same. The Vendor shall also procure and keep in force at his own cost comprehensive Automobile Liability insurance for adequate coverage in respect of all his vehicles visiting or plying in project premises. The Vendor shall also be responsible for compliance of existing laws in respect of their workmen and employees. Extent of Liability shall be read in conjunction with clause no. 28 above.

Vendor’s Liability. (a) Each of TINZ and Tesbrit will be severally liable for: (i) its own undertakings, warranties, representations, covenants and other obligations under this Agreement or in relation to the Transaction; and (ii) for its own actions and omissions, and for the actions or omissions of any person acting for or on behalf of, or at the direction or instruction of, it. This sub-clause (a) is subject to sub-clause (b), except in respect of Claims that relate to the fraud of a Vendor, for which that Vendor is solely responsible for any Loss arising from that Vendor’s fraud.

Vendor’s Liability. No failure to exercise, and no delay in exercising, on the part of the Purchaser any right or remedy under this Agreement shall operate as a waiver of such right or remedy nor shall any single or partial exercise of any right or remedy preclude the exercise of any other right or remedy.

Vendor’s Liability. The liability of the Vendor for compensation of Losses for a Breach will be limited as follows: 8.1.1 the Vendor’s maximum aggregate liability under this Agreement, other than for a Breach of Clause 2 of Schedule 6.1, is limited to an amount equal to the Deferred Fixed Purchase Price and the Deferred Performance-Based Purchase Price, provided that any portion of the Deferred Fixed Purchase Price and/or the Deferred Performance-Based Purchase Price already received by the Vendor at the time it receives the relevant claim for Losses, shall in no event have to be repaid by the Vendor and the Vendor’s maximum aggregate liability under this Agreement is progressively decreased with an amount equal to any such amounts paid by the Purchaser; 8.1.2 notwithstanding Clause 8.1.1, the liability of the Vendor for a Breach of Clause 5 of Schedule 6.1 shall survive the thirty-first January 2013 and remain EUR 1,200,000 (one million two hundred thousand Euros) until expiry of the statutory limitation period for such liability in the relevant jurisdiction plus three (3) months. 8.1.3 the Vendor’s maximum aggregate liability for a Breach of Clause 2 of Schedule 6.1 is limited to the amount of the Purchase Price; 8.1.4 no claim for liability for a Breach can be made unless and until an individual claim exceeds an amount of EUR 10,000 (ten thousand Euros) per Breach and unless and until the amount of all claims made in respect of Breaches exceeds an amount of EUR 250,000 (two hundred and fifty thousand Euros), in which event the Vendor shall be liable for the entire amount of Losses and not merely the excess; and 8.1.5 the right to claim for a Breach will lapse: 8.1.5.1 in respect of Taxes, upon expiry of the statutory limitation period for such liability in the relevant jurisdiction plus three (3) months; 8.1.5.2 in respect of Clause 5.3, on the third anniversary of the Closing Date, notwithstanding the Noncompetition Period, if, prior to the close of business on the last Business Day of the Noncompetition Period, the Vendor has been notified of a Claim hereunder and such Claim has not yet been finally resolved or disposed of at such date, such Claim shall survive the aforesaid Noncompetition Period and shall remain a basis for compensation of Damages hereunder until such Claim is finally resolved or disposed of; and 8.1.5.3 in all other cases, on the 31st of March 2011, provided that the Vendor’s liability for a Breach of Clause 2 of Schedule 6.1 will not be limited in tim...

Vendor’s Liability. 9.1.1 Save for the obligations of the Vendor under and pursuant to Sections 2.2 and 5.2(i) hereof and in the case of fraud and grossly negligent concealment, (i) the provisions of this Section 9 are intended to and shall operate to limit the liability of the Vendor in respect of any claim under or in connection with this Agreement (including, without limitation, the Warranties), and (ii) subject to the conditions and limitations set out below in this Section 9, the Vendor shall be liable to the Purchaser only in respect of a Deficiency. 9.1.2 Any compensation payable by the Vendor in respect of a Claim shall constitute a reduction of the Final Purchase Price in an amount corresponding to the amount of the Deficiency, Euro-for-Euro, subject to the provisions of this Section 9. Claims denominated in SEK shall be converted to Euros on the date on which the Deficiency is paid or incurred by the Purchaser at the “spot” exchange rate for the conversion of SEK to Euros published by Svenska Handelsbanken AB (publ) on such date. 9.1.3 The remedy for Claims provided to the Purchaser under this Agreement shall be the sole and exclusive remedy of the Purchaser and it is specifically agreed that the Vendor shall have no other liability in respect of this Agreement and the sale and transfer of the Shares, including any liability under any statute including the Swedish Sale of Goods Act (Sw. Köplagen (1990:931)). 9.1.4 For the avoidance of doubt, the Vendor shall have no liability to the Purchaser in respect of any indirect or consequential loss suffered by the Purchaser, including, without limitation, loss of profits or revenues, loss of synergies or advantages, or loss of any other similar benefit that the Purchaser, the Group Companies or the Purchaser’s Affiliates may expect to obtain from the purchase of the Shares. In respect of Group Companies, the Vendor shall have no liability for consequential loss. 9.1.5 Upon any Claim being made against the Vendor, the Purchaser shall and shall procure that each Group Company shall make available to the Vendor and the Vendor’s advisers such access to its personnel and to any relevant records and information as the Vendor may reasonably request in connection with such Claim. 9.1.6 The Warranties shall survive the Completion Date for a period of nine months and no Claim shall be filed after the expiration of said nine month period, provided that the Warranties contained herein relating to capitalization, ownership and title sha...

Vendor’s Liability. 11.1.1. The vendor's liability is limited to direct losses only resulting from a product defect or the breach of this agreement, even if the defect in question was foreseeable at the time of concluding the agreement. 11.1.2. On no account may the vendor be held liable for indirect, secondary or special damage, notably the cost of obtaining alternative products, loss of profit, data or downtime, whether its liability is contractual or criminal or based on the guarantee mentioned in article 10 above, and whether or not it is founded on the use or functioning of the products, even if the vendor warned of the possibility of such damage. 11.1.3. The vendor may not be held liable for non-performance of the agreement in case of force majeure as defined by the case law of French courts and in case of damage caused by a third party or ascribable to misuse or non- compliant use of the products by the buyer, in breach of the vendor's requirements or good practice. 11.1.4. Apart from physical injury or death, and save case of gross negligence or wilful misconduct causing proven direct damage, the buyer recognizes that the repair and, where appropriate, replacement of the products, in accordance with these GTS, represents the only fair compensation of any loss caused by a malfunction of the said products ascribable to the vendor. In the event that the products cannot be replaced or repaired, the vendor's liability will be limited to the amount the buyer paid to the vendor for the products in question. The parts packaged in a bag are weighed not counted. That being the case, on no account may the vendor be held liable for the absence of a few units more or less. A tolerance of 5% more or less is accepted on the number of parts.