Common use of Warranties and Liability Clause in Contracts

Warranties and Liability. 5.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet.[ Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client. 5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants,sub-contractors or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditions. 5.4 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

Warranties and Liability. 5.1 The Supplier warrants 7.1 Except for those warranties set out in this Agreement, or implied by law and unable to be lawfully excluded, Urban Intelligence gives no warranties or guarantees and accepts no liability concerning the Services. Any conditions, rights, warranties or guarantees implied by law are expressly excluded to the extent permitted by law. 7.2 Subject to clause 7.3, the Client that agrees that: (a) Urban Intelligence provides the Specified Service will be provided using reasonable care Product and skill andServices as a digital tool to assist the Client in achieving its objectives and facilitate the transfer and collation of information, as far as reasonably possible, in accordance with but Urban Intelligence does not guarantee the Specification and at the intervals and within the times referred to in the Specification Sheet.[ Where the Supplier supplies in connection with the provision results obtained via use of the Specified Product and Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client. 5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier and accordingly shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under for its reliance on the express terms outputs of the Contract, for any loss of profit Product and Services or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence use of the Supplier, its servants,sub-contractors or agents or otherwiseProduct by Users; (b) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditions. 5.4 The Supplier Urban Intelligence shall not be liable to the Client for the following types of loss whether direct or indirect: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated saving; (vi) loss or corruption of data or information; (vii) any special, indirect or consequential damage or loss suffered by the other party, arising or caused in any way whatsoever, including as a result of any Force Majeure Event and whether or not foreseeable; and (c) Urban Intelligence’s liability to the Client for all loss, damage, injuries, actions, claims, costs or expenses arising out of this Agreement and caused in any way whatsoever, including negligence or failure to comply with this Agreement, and not otherwise excluded or limited, will be deemed limited in the aggregate to the lesser of an amount equal to: (i) the total Fees paid by the Client to Urban Intelligence; and (ii) the total Fees paid by the Client to Urban Intelligence over the previous 12 months, under this Agreement at the time the alleged cause of the liability arises. 7.3 The Client acknowledges and agrees that the Product is delivered to a fixed specification and it is up to the Client to ensure that the specification will meet the Client’s requirements. Urban Intelligence does not warrant that the Product will be fit for any particular purpose and will have no liability for the Client’s unfulfilled expectations. 7.4 The limitations of Urban Intelligence’s liability under this Agreement do not apply: (a) to the extent any law provides that any conditions, rights, warranties, guarantees or liabilities are unable to be in excluded. Urban Intelligence’s liability under any such conditions, warranties, guarantees or liabilities is limited to, at Urban Intelligence’s option, supplying the Services again or paying the cost of having those Services supplied again; and (b) to any liability for death or personal injury resulting from negligence or fraud or fraudulent misrepresentation. 7.5 The Client shall indemnify Urban Intelligence, its officer and employees from and against all loss, damage, injuries, penalties, actions, claims, costs or expenses (including all reasonable settlements and legal costs) that may be brought against those indemnified or which those indemnified may suffer or incur arising directly or indirectly out of: (a) any breach of this Agreement by the Contract by reason of Client; or (b) any delay in performingwillful, unlawful or any failure to perform, any negligent act or omission of the Supplier’s obligations Client, its officers, employees or contractors, under or in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable controlconnection with this Agreement.

Warranties and Liability. 5.1 9.1 Depending upon the following provisions the supplier warrants, that the goods/services at the time they are delivered, shall match their specifications and shall be free from material and processing defects for a period of 12 months from the date they came into use or of 12 months after delivery, depending on which of the periods occurs first. 9.2 The Supplier warrants warranty mentioned above is provided by the supplier, depending on the following conditions: 9.2.1 The supplier shall not be liable for defects arising from wear and tear, wilful damage, abnormal conditions of use, negligence with regard to the Client instructions of the supplier (both oral and written), misuse, alterations, or repairs of the goods without the consent of the supplier, negligence concerning proper storage of the goods, negligence in the use and/or for improper use of the goods. 9.2.2 The supplier is not liable under the above warranty (or under any other warranties or warranty conditions) if the full price for the goods or specified services was not paid by the payment due date; 9.2.3 The warranty mentioned above does not extend to parts, materials or equipment that were not produced by the supplier. Concerning those the customer is entitled to the guarantee or warranty which the manufacturer has provided to the supplier and which is transferred by the supplier to the customer. 9.3 The supplier guarantees to the customer that the Specified Service will be specified services are provided using reasonable care and skill and, as far as is reasonably possible, in accordance with the Specification quotation and at the intervals and within the times period referred to in the Specification Sheetquotation (or as otherwise agrees in writing between the parties).[ Where 9.4 Conditionally, as expressly provided for in these Terms and Conditions, and except where the Supplier supplies in connection with goods/services are provided to a person who is acting as a customer (Belgian Trade Practices Act), all warranties, conditions or other terms mandated by statutory law or by common law, are excluded to the provision of highest extent allowed by law. Barring the Specified Service any goods (including Output Material) supplied by a third partygenerally applicable regulations concerning public order and good faith, the Supplier does is not give obliged to compensate for any warrantydamages, guarantee of any sort whatsoever, direct or indirect, including economic loss to movable or immovable property, or to persons, both at the customer and at third parties. 9.5 A claim by the customer which is based on defects in the quality or condition of the goods or them not being in accordance with the specifications, must (if the delivery was or was not refused by the customer) be notified to the supplier within seven days from date of delivery. Upon such notification, the customer must, at his own expense, return such goods for examination to the supplier. If, after examination, the goods are found to be defective or not in accordance with the specifications, then the supplier must (in addition to the other term provisions of these Terms and Conditions) refund to the customer the reasonable costs for transport. If the delivery was not refused, and the customer fails to notify the supplier, the customer is not entitled to reject the goods and the supplier is not liable for such a defect or negligence and the customer will be obliged to pay the price as if the goods were delivered in accordance with the contract. 9.6 Where a valid claim is notified to their qualitythe supplier regarding one of the goods, fitness for purpose based on a defect or not being in accordance with the specification, the supplier may, in accordance with these Terms and Conditions, replace the goods (or the part in question), at the discretion of the supplier, free of charge, refund to the customer the price of the goods (or a proportionate part of the price), in which case the supplier shall have no further liability towards the customer. 9.7 The supplier shall have not be liable, neither under the warranties contained in 9.1 and 9.3 or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation for damages arising from any Input Material supplied materials or instructions supplied provided by the Client customer, which are incomplete, incorrect, inaccurate, illegible, out of sequence illegible or incoherent or in the wrong formformat, or arising from their late arrival or non-arrival, or from any other fault negligence by the customer. 9.8 It is the responsibility of the Clientcustomer to at all times take care that the goods are used in the right way, maintained and repaired and always in a way that the use of the goods by the customer shall not cause any damage or loss to their location. 5.3 Except 9.9 The supplier is not liable towards the customer (in respect particular, but without restricting the severity of death this clause) in relation to damage or personal injury loss caused by the Supplier’s negligenceoverwhelming/extreme floods, or as expressly provided in these Conditionsimpact damage, the Supplier shall not be liable to the Client involvement by reason of any representation third parties (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, e.g. vandalism) for any loss of profit or any for indirect, special special, or consequential loss, loss or damage, costs, expenses or other claims for compensation for whatever reason (whether or not caused by the negligence of the Suppliersupplier, its servants,sub-contractors employees or agents or otherwise) which shall arise out of or in connection with the provision delivery of the Specified Service goods or the supply of services (including those delays in delivery or supply, or omissions in the delivery of goods pursuant to the contract or whatever), or their use by the Client, customer and the entire total liability of the Supplier supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Servicecontract, except as expressly provided for in these Terms and Conditions. 5.4 9.10 The Supplier shall supplier is not be liable towards the customer or is deemed not to the Client infringe because of delays or be deemed to be negligence in breach performance, regardless of any obligations of the Contract by reason of any delay in performing, or any failure to perform, any of supplier concerning the Supplier’s obligations in relation to the Specified Servicegoods/services, if the delay delays or failure was negligence were due to any cause beyond the Supplier’s reasonable controlcontrol of the supplier. Without limiting the foregoing, the following shall be considered as lying beyond the reasonable control of the supplier: 9.10.1 Acts of God, storm, fire or accident; 9.10.2 war or imminent threat of war, revolution, riots, civil strife or confiscations; 9.10.3 Laws, restrictions, regulations, internal regulations, prohibitions or measures of any kind issued by governmental, parliamentary or local authorities; 9.10.4 import and export regulations, embargoes: 9.10.5 strikes, lockouts or other industrial actions or trade disputes (with or without involvement of employees of the supplier or of third parties); 9.10.6 difficulties in obtaining the raw materials, labour, fuel, spare parts or machines; 9.10.7 power failure or breakdown of machinery.

Warranties and Liability. 5.1 The Supplier Fulmarks warrants to the Client that the Specified Service will be provided using reasonable care and skill andskill, and as far as reasonably possiblepractical, in accordance with the Specification and Sheet at the intervals and within the times referred to in the Specification Sheet.[ Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier Fulmarks shall have no liability to the Client for any loss, damagedamages, costs, expenses expenses, or other claims for compensation arising from any Input Material or instructions supplied by the Client which are that is incomplete, inaccurate, incorrect, inaccuratecorrupted, illegible, out of sequence defective or in the wrong form, ; or arising from their late arrival or non-arrival, or arrival through any other fault of the Client. 5.3 Except in respect the case of death or personal injury caused by the SupplierXxxxxxxx’s negligence, or as expressly provided in these Conditionsterms and conditions, the Supplier Fulmarks shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition condition, or other term, or any duty at common law, or under the any express terms of the Contract, for any loss of profit or any indirect, indirect special or consequential loss, damagedamages, costs, expenses expenses, or other claims (whether caused by the negligence of the SupplierFulmarks, its servants,sub-contractors or , agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier Fulmarks under or in connection with the this Contract shall not exceed the amount of the SupplierFulmarks’s charges for the provision of the Specified Service, except as expressly provided in these Terms and Conditions. 5.4 The Supplier Fulmarks shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any the failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any a cause beyond the SupplierFulmarks’s reasonable control. 5.5 The Client shall have no right to set off money owed to Fulmarks under any other contract with Fulmarks against money owed to Fulmarks under this Contract.

Warranties and Liability. 5.1 The Supplier 6.1 NEF warrants to the Client Customer that the ‘Specified Service Service’ will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet.[ Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client. 5.3 6.2 Except in respect cases of death or personal injury caused by the SupplierXXX’s negligence, or as expressly provided in these Conditions, the Supplier NEF shall not be liable to the Client Customer by reason of any representation (unless fraudulent), fraudulent or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, negligent) for any loss of income or profit or any indirect, special or consequential loss, damage, damage costs, expenses or other claims (whether caused by the negligence of the Supplier, NEF or its servants,sub-contractors or agents or otherwise) which arise out of or in connection with the provision of the ‘Specified Service or their use by the Client, and the Service’. The entire liability of the Supplier NEF under or in connection with the Contract delivery of the ‘Specified Service’ shall not exceed the amount 50% of the Supplier’s charges fee value paid for the provision of said service by the Specified ServiceCustomer, except as expressly provided in these Terms and Conditions. This warranty is in lieu of all other terms, conditions and warranties, expressed or implied statutory or otherwise and any other liabilities whatsoever and howsoever arising. 5.4 The Supplier 6.3 NEF shall not be liable to the Client Customer or be deemed to be in breach of the Contract these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s its obligations in relation to the Specified Service, if the delay or failure was is due to any cause beyond the SupplierNEF’s reasonable control, and time shall not be of the essence. 6.4 If at any time prior to or during the ‘Specified Service’ should NEF believe or propose that the service cannot be provided as intended; could be more appropriately or expeditiously delivered using the services of any agent of NEF or third party (such as an independent Retrofit Coordinator or professional specialist), NEF will advise the Customer without delay. NEF does not give any warranty, guarantee or indemnity in that respect. In such a case, consideration will be made by NEF to the fees already paid by the Customer to NEF at that particular time, however, this does not guarantee that any reimbursement will be made.

Warranties and Liability. 5.1 The Supplier warrants 7.1 Except for those warranties set out in this Agreement, or implied by law and unable to be lawfully excluded, Delib gives no warranties or guarantees and accepts no liability concerning the Services. Any conditions, rights, warranties or guarantees implied by law are expressly excluded to the extent permitted by law. 7.2 Subject to clause 7.3 the Client that agrees that: (a) Delib provides the Specified Service will be provided using reasonable care Product and skill andServices as a digital tool to assist the Client in achieving its objectives and facilitate the transfer and collation of information, as far as reasonably possible, in accordance with but Delib does not guarantee the Specification and at the intervals and within the times referred to in the Specification Sheet.[ Where the Supplier supplies in connection with the provision results obtained via use of the Specified Product and Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client. 5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier and accordingly shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under for its reliance on the express terms outputs of the Contract, for any loss of profit Product and Services or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence use of the Supplier, its servants,sub-contractors or agents or otherwiseProduct by Users; (b) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditions. 5.4 The Supplier Delib shall not be liable to the Client for the following types of loss whether direct or indirect: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated saving; (vi) loss or corruption of data or information; (vii) any special, indirect or consequential damage or loss suffered by the other party, arising or caused in any way whatsoever, including as a result of any Force Majeure Event and whether or not foreseeable; and (c) Delib’s liability to the Client for all loss, damage, injuries, actions, claims, costs or expenses arising out of this Agreement and caused in any way whatsoever, including negligence or failure to comply with this Agreement, and not otherwise excluded or limited, will be deemed limited in the aggregate to the lesser of an amount equal to: (i) the total Fees paid by the Client to Delib; and (ii) the total Fees paid by the Client to Delib over the previous 12 months, under this Agreement at the time the alleged cause of the liability arises. 7.3 The Client acknowledges and agrees that the Product is delivered to a fixed specification and it is up to the Client to ensure that the specification will meet the Client’s requirements. Delib does not warrant that the Product will be fit for any particular purpose and will have no liability for the Client’s unfulfilled expectations. 7.4 The limitations of Delib’s liability under this Agreement do not apply: (a) to the extent any law provides that any conditions, rights, warranties, guarantees or liabilities are unable to be in excluded. Delib’s liability under any such conditions, warranties, guarantees or liabilities is limited to, at Delib’s option, supplying the Services again or paying the cost of having those Services supplied again; and (b) to any liability for death or personal injury resulting from negligence or fraud or fraudulent misrepresentation. 7.5 The Client shall indemnify Delib, its officer and employees from and against all loss, damage, injuries, penalties, actions, claims, costs or expenses (including all reasonable settlements and legal costs) that may be brought against those indemnified or which those indemnified may suffer or incur arising directly or indirectly out of: (a) any breach of this Agreement by the Contract by reason of Client; or (b) any delay in performingwilful, unlawful or any failure to perform, any negligent act or omission of the Supplier’s obligations Client, its officers, employees or contractors, under or in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable controlconnection with this Agreement.

Warranties and Liability. 5.1 The Supplier 4.1 Three Motion Media warrants to the Client that the Specified Service Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet.[ proposal. Where the Supplier supplies in connection with the provision of the Specified Service Services Three Motion Media supplies any goods (including Output Material) supplied by or services obtained from a third party, the Supplier Three Motion Media does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the SupplierThree Motion Media.] 5.2 The Supplier 4.2 Three Motion Media shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material information, material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client. 5.3 4.3 Except in respect of death or personal injury caused by the SupplierThree Motion Media’s negligence, or as expressly provided in these ConditionsTerms, the Supplier Three Motion Media shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contractthis contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the SupplierThree Motion Media, its servants,sub-contractors servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service Services or supply of Hardware or their use by the Client, and the entire liability of the Supplier Three Motion Media under or in connection with the Contract this contract shall not exceed the amount of the SupplierThree Motion Media’s charges for the provision of the Specified ServiceServices or supply of Hardware, except as expressly provided in these ConditionsTerms. 5.4 The Supplier 4.4 Completion dates are estimates only and no guarantees can be given by Three Motion Media that the completion date will be achieved. Whilst Three Motion Media will make reasonable efforts to meet the agreed completion date, Three Motion Media shall not be liable for any delay in failing to do so. 4.5 Three Motion Media shall not be liable to the Client or be deemed to be in breach of the Contract this contract by reason of any delay in performing, or any failure to perform, perform any of the SupplierThree Motion Media’s obligations in relation to the Specified ServiceServices or supply of Hardware, if the delay or failure was due to any cause beyond the SupplierThree Motion Media’s reasonable control.

Warranties and Liability. 5.1 The Supplier 16.1 Subject as herein provided the Owner warrants to the Client Distributor that: 16.1.1 it owns all the Intellectual Property and all other proprietary rights in the Products and that the Specified Service will be provided using reasonable care Owner has full right and skill authority to grant the rights given to the Distributor under the terms of this Agreement; and, as far as reasonably possible, 16.1.2 the Trade Marks of which registration particulars are given in accordance with Schedule 3 are registered in the Specification name of the Owner and that it has disclosed to the Distributor all trade marks and trade names used by the Owner in relation to the Products at the intervals and within the times referred to date of this Agreement; and 16.1.3 there are no third party rights in the Specification Sheet.[ Where Territory which would or might render the Supplier supplies in connection with the provision sale of the Specified Service Products, or the use of any goods (including Output Material) supplied by a third party, of the Supplier does not give any warranty, guarantee Trade Marks on or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign in relation to the Client Products, unlawful. 16.2 The Owner shall indemnify the benefit Distributor against any and all losses or costs incurred by the Distributor in the event of any warranty, guarantee breach of the Owner's warranty in Clause 16.1.1 or indemnity any other warranty given by the person supplying Owner in this Agreement. 16.3 The Owner shall indemnify the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any lossDistributor against product liability, damage, costs, expenses or other claims for compensation loss or damage to property or injury or death to persons arising from or caused by any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or manufacturing defect in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the ClientProducts. 5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier 16.4 The Owner shall not be liable to the Client Distributor by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, term or any duty at common law, or under the express terms of the Contractthis Agreement, for any foreseeable consequential loss or damage (whether for loss of profit or any indirect, special or consequential economic loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants,sub-contractors or agents or otherwise) which arise arising out of or in connection with the provision any act or omission of the Specified Service Owner relating to the manufacture or their use by the Client, and the entire liability supply of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these ConditionsProducts. 5.4 16.5 The Supplier shall not be liable to Owner shall, at its own expense, defend any suit brought against the Client or be deemed to be Distributor in breach of the Contract by reason of any delay in performing, or any failure to perform, so far as based upon a claim that any of the Supplier’s obligations Products in relation the form as supplied by the Owner hereunder directly infringes any Intellectual Property of any other person and shall indemnify the Distributor against any final award of damages and costs in such suit. This indemnity is conditional upon the Distributor giving the Owner notice in writing as soon as possible of any suit for infringement, full authority at the Owner's option to settle or conduct the defence thereof and such reasonable assistance at the cost of the Owner in the said defence. In the event that the Products supplied hereunder by the Owner in the form as specified above are in such suit held to constitute infringement and their use is prohibited, the Owner shall, at its own expense either procure for the Distributor the right to continue their use or shall replace within a reasonable time period the infringing products by non-infringing Products and such replacement Products shall comply with any conditions issued by any Approval Authority at that time. In the event that the Owner is unable, after using its best endeavours to do so, to procure such right or replace such Products as aforesaid, the Owner shall against return of such Products grant the Distributor a credit or refund for the price paid by him thereof (at the sole discretion of the Distributor) for the Invoice value. 16.7 The Distributor shall take all reasonable measures to ensure that its contractors, subcontractors, agents, assigns, dealers, representatives or any other third party appointed by the Distributor ("Resellers") properly and diligently carry out their responsibilities (such measures to include but not be limited to Reseller agreements which contain back to back provisions relating to the Specified Service, if terms of this Agreement) and the delay Distributor shall cooperate in any reasonable action which the Owner might wish to take against such Resellers for any breach of such agreements. Neither the Owner nor the Distributor shall be responsible for any acts or failure was due to omissions of the Resellers. The Distributor shall indemnify the Owner against any cause beyond foreseeable costs or expenses incurred by the Supplier’s reasonable controlOwner as a direct result of any breach by the Distributor of the terms of this Agreement.

Warranties and Liability. 5.1 The Supplier (a) Each party represents and warrants to the Client that other party that: (i) it has full power and authority to enter into, and to perform its obligations under this Agreement; (ii) it has taken all necessary action to authorise the Specified Service will be provided using reasonable care execution, delivery and skill performance of this Agreement; and (iii) this Agreement constitutes its legal, as far as reasonably possible, in accordance with the Specification valid and at the intervals and within the times referred to in the Specification Sheet.[ Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Clientbinding obligations. 5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims b) The Registered User acknowledges and agrees that: (whether caused by the negligence of the Supplier, its servants,sub-contractors or agents or otherwisei) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.this Agreement, CSIRO has not made, and does not by entering into this Agreement make, any representation or warranty, express or implied, that the Product does not infringe any third party's intellectual property rights; 5.4 The Supplier shall (ii) the Registered User uses the Product at its own risk and will make its own inquiries to determine that its use of the Product will not infringe any third party's intellectual property right; (iii) CSIRO does not warrant that the Product will meet the Registered User’s requirements; (iv) the Registered User assumes full responsibility for the overall effectiveness and efficiency of the operating environment in which the Product is to function, and for adequately protecting the Registered User’s data against loss; (v) to the full extent permitted by law, CSIRO has not made and excludes all warranties, terms, conditions or undertakings, whether express or implied, written or oral, statutory or otherwise (including any implied warranty of merchantability or of fitness for a particular purpose) for the Product or any other matter, including, without limitation, as to suitability or safety of the Product; (vi) to the full extent lawfully permitted CSIRO will not be liable for any special, indirect or consequential damages, loss of anticipated profits or loss of revenue, arising under or pursuant to this Agreement however caused whether in tort (including negligence), contract, statute, equity or otherwise; and (vii) each party’s liability under this Agreement is reduced to the Client extent that any damages, liability, loss or be deemed to be in breach costs arises from, or is attributable to, any negligent or unlawful act or omission of the Contract by reason of any delay in performingother party or its officers, employees, agents or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable controlcontractors.

Warranties and Liability. 5.1 1. The Supplier Company warrants to the Client that the Specified Service will be provided using it shall perform its obligations under this Agreement with a reasonable standard of skill and care and skill andthat, as far as reasonably possiblesubject to Relief Events and Events of Force Majeure, it shall use reasonable endeavours to provide the Services and the Deliverables in accordance with the Specification and at the intervals and within the times referred to any Milestones. 2. Except for any express warranties expressly set forth in the Specification Sheet.[ Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third partythis Agreement, the Supplier Company does not give make, and hereby disclaims, any warrantyand all other express and/or implied warranties, guarantee statutory or other term as to their qualityotherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose or otherwise, but shall, where possible, assign to the Client the benefit of and any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation warranties arising from any Input Material or instructions supplied by the Client which are incompletea course of dealing, incorrect, inaccurate, illegible, out of sequence or in the wrong formusage, or arising from their late arrival or non-arrival, or any other fault of the Clienttrade practice. 5.3 Except in respect of death 3. The Company makes no warranty that the Services will be or personal injury caused by cause the Supplier’s negligence, Website or as expressly provided in these ConditionsApplication to operate uninterrupted or error-free. 4. Subject to Clause 5.5, the Supplier Company shall not be liable to the Client by reason for loss of any representation (unless fraudulent)profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information due to viruses or otherwise, or any implied warrantyspecial, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special consequential or consequential pure economic loss, damage, costs, damages, charges or expenses or other claims (whether caused in respect of any breach of the Agreement ,any use made by the negligence Client of the SupplierServices, its servants,sub-contractors the Deliverables or agents any part of them or otherwiseany representation, statement or tortious act or omission (including negligence) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier arising under or in connection with this Agreement. 5. Nothing in these conditions excludes the Contract shall not exceed the amount liability of the SupplierCompany for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation and neither Party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable. 6. Subject to Clause 5.5, the Company’s charges for total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the provision performance or contemplated performance of the Specified Service, except as expressly provided in these ConditionsAgreement shall be limited to £1 million. 5.4 7. The Supplier shall not be liable Parties agree that the limitations on liability contained in this Clause 5 have been subject to commercial negotiation and are reasonable in all the circumstances. The Client agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with any Services and that the Charges have been calculated on the basis of the limitations and exclusions in this Clause 5 and that the Client or be deemed will effect insurance as is suitable having regard to be in breach its particular circumstances and the terms of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable controlthis Clause 5.

Warranties and Liability. 5.1 6.1 The Supplier Provider warrants to the Client Buyer that the Specified Service Goods will be: (a) of sound materials and first class workmanship; (b) equal in all respects to the samples, patterns, description or specification provided or given by either party. 6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship. 6.3 The Provider warrants to the Buyer that any Services will be provided using reasonable care performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. 6.4 The Provider will indemnify the Buyer in full against the following: (a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may be liable to third parties due to: (i) defective workmanship or unsound quality of the Goods and/or the Services supplied; (ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and (iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services. (b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business 6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as far as reasonably possibleappropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably. 6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Specification and at Contract, then the intervals and within Buyer shall be entitled, to require the times referred Provider to repair the Goods or to supply replacement Goods and/or Services in the Specification Sheet.[ Where the Supplier supplies in connection compliance with the provision Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the Specified Service goods. 6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights: (a) to terminate the Contract with immediate effect by giving written notice to the Provider; (b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make; (c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods (including Output Material) supplied by and/or services from a third party; (d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and (e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates. 6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Supplier does Buyer shall have one or more of the following rights, whether or not give any warranty, guarantee it has accepted the Goods: (a) to reject the Goods (in whole or other term as in part) whether or not title has passed and to their quality, fitness for purpose or otherwise, but shall, where possible, assign return them to the Client Provider at the benefit Provider’s own risk and expense; (b) to terminate the Contract with immediate effect by giving written notice to the Provider; (c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); (d) to refuse to accept any warranty, guarantee or indemnity given subsequent delivery of the Goods which the Provider attempts to make; (e) to recover from the Provider any expenditure incurred by the person supplying the Buyer in obtaining substitute goods to the Supplier.]from a third party; and 5.2 The Supplier shall have no liability to the Client (f) claim damages for any loss, damage, additional costs, loss or expenses or other claims for compensation incurred by the Buyer arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or Provider’s failure to supply Goods in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Clientaccordance with clause 6. 5.3 Except 6.9 Nothing in respect of these Conditions shall limit or exclude the Buyer’s liability for death or personal injury caused cause by the Supplier’s negligence, its negligence or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplierits employees, its servants,agents or sub-contractors or agents or otherwise) which arise arising out of fraud or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditionsfraudulent misrepresentation. 5.4 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

Warranties and Liability. 5.1 The a. To the extent that delivery times are agreed between Northwood and the Customer, times for delivery provided by the Supplier warrants are estimates only and whilst the Supplier shall use its reasonable endeavours to comply with orders for dispensers and product (pouches)s placed by the Client Customer no warranty, representation or guarantee is given that the Specified Service delivery times will be provided using reasonable care and skill andmet, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet.[ Where however it is incumbent of the Supplier supplies in connection with to keep the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit customer informed of any warranty, guarantee delays or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Clientvariations accordingly. 5.3 Except b. Nothing in respect of this Agreement shall limit or exclude either party’s liability for: i. death or personal injury caused by the Supplier’s its negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplierits employees, its servants,sub-contractors or agents or otherwise) which arise out of subcontractors (as applicable); ii. fraud or in connection with the provision fraudulent misrepresentation; or iii. breach of the Specified Service or their use terms implied by the Client, and the entire liability section 12 of the Supplier under Sale of Goods Xxx 0000; or iv. any matter in respect of which it would be unlawful to exclude or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditionsrestrict liability. 5.4 c. The Supplier shall not be liable to the Client Customer, whether in contract, tort (including negligence), breach of statutory duty, or be deemed otherwise, for any: i. loss of profit; ii. loss of business; iii. loss of revenue; or iv. any indirect or consequential loss arising under or in this Agreement, in each case, howsoever arising and regardless of whether the Supplier was informed of the loss or liability in advance. d. The Supplier’s total liability to the Customer in respect of all other losses arising under this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the total price of the dispensers ordered by the Customer in respect of which the claim relates (such price to be in breach of the Contract determined by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation reference to the Specified Service, if prices quoted or displayed on the delay or failure was due to any cause beyond Suppliers website at the Supplier’s reasonable controltime the claim arises).

Warranties and Liability. 5.1 8.1 The Supplier Company warrants to the Client Customer that the Specified Service Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification Order Form or if none, the Quotation, and at the intervals and within the times referred to in the Specification Sheet.[ Appendix A. Where the Supplier Company supplies in connection with the provision of the Specified Service Services any goods (including Output Material) supplied by a third party, the Supplier Company does not give any warranty, guarantee guarantee, or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the SupplierCompany.] 5.2 The Supplier 8.2 In the event of any issue with the provision of Services, the Customer shall notify the Company and give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Company shall have no liability to the Client Customer. 8.3 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material Documents or instructions supplied by the Client Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the ClientCustomer. 5.3 Except 8.4 Nothing in respect this Agreement including the Special Terms shall exclude or limit the liability of the Company for death or personal injury caused due to the Company’s negligence or for any liabilities which may not be excluded by the Supplier’s negligencelaw, or as expressly provided in these Conditions, the Supplier terms. 8.5 The Company shall not be liable to the Client Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the ContractAgreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the SupplierCompany, its servants,sub-contractors servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service Services or their use by the ClientCustomer, and the entire liability of the Supplier Company under or in connection with the Contract Agreement shall not exceed the annual amount of the SupplierCompany’s charges Charges for the provision of the Specified ServiceServices, except as expressly provided in these Conditionsterms. 5.4 8.6 Notwithstanding clause 8.4, the Company shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Agreement and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Company. 8.7 The Supplier Company shall not be liable to the Client Customer or be deemed to be in breach of the Contract Agreement by reason of any delay in performing, or any failure to perform, any of the SupplierCompany’s obligations in relation to the Specified ServiceServices, if the delay or failure was due to any cause beyond the SupplierCompany’s reasonable controlcontrol including as a result of Force Majeure. 8.8 The Customer shall indemnify the Company in full against all loss, claims, damages, injury, cost and expenses and legal and other professional fees and expenses including, without limitation, loss of profit, loss of business, depletion of goodwill, loss of data, and business interruption, awarded against or incurred or paid by the Company as a result of or in connection with: 8.8.1 defective materials supplied by the Customer for use by the Company in the provision of Services; 8.8.2 infringement or alleged infringement of any intellectual property rights caused by the Customer’s instructions to the Company in relation to the provision of Services or any Goods; 8.8.3 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company’s employees or agents or by any customer or third party as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of this Agreement by the Customer, its employees, agents and contractors or breach of statutory duty; 8.8.4 all acts, defaults, neglect, conduct or misconduct of, or breach of statutory duty by, the Customer’s employees, agents and sub-contractors whilst the Company is providing services to the Customer; or 8.8.5 any non-performance by the Customer, its employees, agents or sub-contractors.

Warranties and Liability. 5.1 The Supplier warrants 8.1 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the Client that fullest extent permitted by law. 8.2 Any claim by the Specified Service will Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be provided using notified to the Company within 3 days from the date of delivery or within a reasonable care and skill andtimes discovery of the defect or failure. 8.3 Where any valid claim is notified to the Company in terms of Condition 8.2 above, as far as reasonably possible, in accordance with the Specification and Company shall be entitled to replace the Goods free of charge or at the intervals and within Company's sole discretion, refund to the times referred to in Buyer the Specification Sheet.[ Where the Supplier supplies in connection with the provision price of the Specified Service any goods (including Output Material) supplied by a third party, Goods but the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier Company shall have no liability further Liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the ClientBuyer. 5.3 8.4 Except in respect of death or personal injury caused by the Supplier’s Company's negligence, or as expressly provided in these Conditions, the Supplier Company shall not be liable to the Client Buyer by reason of any representation (unless fraudulent), representation. or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether less of profit or any indirect, special or consequential loss, damageotherwise), costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants,sub-contractors or agents or otherwise) for consequential compensation whatsoever which arise out of or in connection with the provision supply of the Specified Service Goods or their use or resale by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, Buyer except as expressly provided in these Conditions. 5.4 8.5 The Supplier Company shall not be liable to the Client Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s Company's obligations in relation to the Specified ServiceGoods, if the delay or failure was due to any cause beyond the Supplier’s Company's reasonable controlcontrol (including prohibitions or measures of any kind in the part of any Governmental, or local authority import or export regulations or embargoes, strikes, lock-outs or other industrial action or trade disputes, difficulties in obtaining raw materials, labour fuel, pans and machinery, power failure or breakdown of machinery).

Warranties and Liability. 5.1 3.1 The Supplier Consultant warrants to the Client GOGLA that the Specified Service service will be provided using reasonable such care and skill and, skills as far as reasonably possible, is customary for the provision of similar services in GOGLA’s market. The service will be provided in accordance with the Specification and at the intervals specification agreed in Annex 2, and within the times referred period agreed in Article 1.4. 3.2 The Consultant warrants that it operates according to generally accepted principles of responsible business behaviour, appropriate for the scope of its operations. GOGLA may, inter alia in view of requirements provided on it by some of its supporters and financiers regarding due diligence performed on its suppliers, ask the Specification Sheet.[ Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third partyConsultant to demonstrate this, the Supplier does not give any warrantyand Consultant will seek to provide such evidence upon request, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplierextent possible and as soon as reasonably possible.] 5.2 The Supplier 3.3 Parties shall have no liability to the Client each other for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material material or instructions supplied by the Client other party which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of either Party, provided the Clientother Party has duly notified the supplying Party within 60 days of receipt of such material or instructions. 5.3 3.4 Except in respect of death or personal injury caused by the SupplierConsultant’s negligence, or as expressly provided in these Conditions, the Supplier Consultant shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, GOGLA for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the SupplierConsultant, its servants,sub-contractors servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service service or their use by the ClientGOGLA, and the entire liability of the Supplier Consultant under or in connection with the Contract contract shall not exceed the amount of the SupplierConsultant’s charges fees for the provision of the Specified Service, except as expressly provided in these Conditionsservice. 5.4 3.5 The Supplier Consultant shall not be liable to the Client take out and maintain at their own expense a policy or be deemed policies insurance with reputable insurers (such policies to be consistent with Good Industry Practice, as defined in breach the UK’s Department for International Development (DFID) Standard Terms and Conditions for Service Contracts, found at Annex 3) in respect of public liability, employers liability and professional indemnity for the Contract Services and in any event in an amount not less than GBP 2m for each claim together with such other insurances as are required by reason of any delay in performing, or any failure law to perform, any of be maintained by the Supplier’s obligations Consultant in relation to the Specified Serviceprovision of the Services. 3.6 The Consultant is expected to comply with the Department for International Development (DFID) Business Appointment Rules outlined in the Supplier Partner Code of Conduct, if found at Annex 3. Supply partners and their Sub-Contractors must declare to DFID any instances where it is intended that any direct or delivery chain staff members will work on DFID funded business where those staff members have any known conflict of interest or where those staff members have been employed by DFID or the delay Crown in the preceding two years. 3.7 The Consultant is expected to comply with all additional and relevant requirements outlined in the UK’s Department for International Development (DFID) Standard Terms and Conditions for Service Contracts, including the Supply Partner Code of Conduct (Supplier Compliance Level 2) at all times, found at Annex 3. The Consultant must also comply with Good Industry Practice (as defined in Annex 3) and Quality Standards (published by BSI British Standards, the National Standards Body of the United Kingdom, the International Organisation for Standardisation and any other reputable or failure was due equivalent body (and their successor bodies) with which it would be Good Industry Practice to comply). 3.8 The Consultant must comply with GOGLA’s internal Anti-Terrorism, Anti-Bribery and Corruption (ABC) and Anti-Money Laundry (AML) Policies, found at Annex 4. 3.9 The Consultant should take note that DFID has a central point for raising concerns, suspicions and/or allegations of aid diversion, fraud, money laundering or counter terrorism finance. Should the Consultant wish to report any cause beyond instances of the Supplierabove, they can contact DFID’s reasonable controlCounter Fraud and Whistleblowing Unit at xxxxx@xxxx.xxx.xx or on +00 (0) 00 00 00 00 47.

Warranties and Liability. 5.1 8.1 The Supplier Company warrants to the Client Customer that the Specified Service Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification Order Form or if none, the Quotation, and at the intervals and within the times referred to in the Specification Sheet.[ Appendix A. Where the Supplier Company supplies in connection with the provision of the Specified Service Services any goods (including Output Material) supplied by a third party, the Supplier Company does not give any warranty, guarantee guarantee, or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the SupplierCompany.] 5.2 The Supplier 8.2 In the event of any issue with the provision of Services, the Customer shall notify the Company and give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Company shall have no liability to the Client Customer. 8.3 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material Documents or instructions supplied by the 8.4 Nothing in this Agreement including the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence Special Terms shall exclude or in limit the wrong form, or arising from their late arrival or non-arrival, or any other fault liability of the Client. 5.3 Except in respect of Company for death or personal injury caused due to the Company’s negligence or for any liabilities which may not be excluded by the Supplier’s negligencelaw, or as expressly provided in these Conditions, the Supplier terms. 8.5 The Company shall not be liable to the Client Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the ContractAgreement, for any loss of profit or any indirect, special or consequential lossor 8.6 Notwithstanding clause 8.4, damage, costs, expenses or other claims (whether caused the Company shall have no liability to the Customer to the extent that the Customer is covered by the negligence any policy of insurance arranged as a result of the Supplier, its servants,sub-contractors or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, Agreement and the entire liability Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these ConditionsCompany. 5.4 8.7 The Supplier Company shall not be liable to the Client Customer or be deemed to be in breach of the Contract Agreement by reason of any delay in performing, or any failure to perform, any of the SupplierCompany’s obligations in relation to the Specified ServiceServices, if the delay or failure was due to any cause beyond the SupplierCompany’s reasonable controlcontrol including as a result of Force Majeure. 8.8 The Customer shall indemnify the Company in full against all loss, claims, damages, injury, cost and expenses and legal and other professional fees and expenses including, without limitation, loss of profit, loss of business, depletion of goodwill, loss of data, and business interruption, awarded against or incurred or paid by the Company as a result of or in connection with: 8.8.1 defective materials supplied by the Customer for use by the Company in the provision of Services; 8.8.2 infringement or alleged infringement of any intellectual property rights caused by the Customer’s instructions to the Company in relation to the provision of Services or any Goods; 8.8.3 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company’s employees or agents or by any customer or third party as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of this Agreement by the Customer, its employees, agents and contractors or breach of statutory duty; 8.8.4 all acts, defaults, neglect, conduct or misconduct of, or breach of statutory duty by, the Customer’s employees, agents and sub-contractors whilst the Company is providing services to the Customer; or 8.8.5 any non-performance by the Customer, its employees, agents or sub-contractors.

Warranties and Liability. 5.1 8.1 The Supplier Company warrants to the Client Customer that the Specified Service Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification Order Form or if none, the Quotation, and at the intervals and within the times referred to in the Specification Sheet.[ Appendix A. Where the Supplier Company supplies in connection with the provision of the Specified Service Services any goods (including Output Material) supplied by a third party, the Supplier Company does not give any warranty, guarantee guarantee, or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the SupplierCompany.] 5.2 The Supplier 8.2 In the event of any issue with the provision of Services, the Customer shall notify the Company and give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Company shall have no liability to the Client Customer. 8.3 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material Documents or instructions supplied by the Client Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the ClientCustomer. 5.3 Except 8.4 Nothing in respect this Agreement including the Special Terms shall exclude or limit the liability of the Company for death or personal injury caused due to the Company's negligence or for any liabilities which may not be excluded by the Supplier’s negligencelaw, or as expressly provided in these Conditions, the Supplier terms. 8.5 The Company shall not be liable to the Client Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the ContractAgreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the SupplierCompany, its servants,sub-contractors servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service Services or their use by the ClientCustomer, and the entire liability of the Supplier Company under or in connection with the Contract Agreement shall not exceed the annual amount of the SupplierCompany’s charges Charges for the provision of the Specified ServiceServices, except as expressly provided in these Conditionsterms. 5.4 8.6 Notwithstanding clause 8.4, the Company shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Agreement and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Company. 8.7 The Supplier Company shall not be liable to the Client Customer or be deemed to be in breach of the Contract Agreement by reason of any delay in performing, or any failure to perform, any of the SupplierCompany’s obligations in relation to the Specified ServiceServices, if the delay or failure was due to any cause beyond the SupplierCompany’s reasonable controlcontrol including as a result of Force Majeure. 8.8 The Customer shall indemnify the Company in full against all loss, claims, damages, injury, cost and expenses and legal and other professional fees and expenses including, without limitation, loss of profit, loss of business, depletion of goodwill, loss of data, and business interruption, awarded against or incurred or paid by the Company as a result of or in connection with: 8.8.1 defective materials supplied by the Customer for use by the Company in the provision of Services; 8.8.2 infringement or alleged infringement of any intellectual property rights caused by the Customer's instructions to the Company in relation to the provision of Services or any Goods; 8.8.3 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents or by any customer or third party as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of this Agreement by the Customer, its employees, agents and contractors or breach of statutory duty; 8.8.4 all acts, defaults, neglect, conduct or misconduct of, or breach of statutory duty by, the Customer's employees, agents and sub-contractors whilst the Company is providing services to the Customer; or 8.8.5 any non-performance by the Customer, its employees, agents or sub-contractors.

Warranties and Liability. 5.1 The Supplier warrants 8.1 Except for those warranties set out in this Agreement, or implied by law and unable to be lawfully excluded, Delib gives no warranties or guarantees and accepts no liability concerning the Services. Any conditions, rights, warranties or guarantees implied by law are expressly excluded to the extent permitted by law. 8.2 Subject to clause 8.3, the Client that agrees that: (a) Delib provides the Specified Service will be provided using reasonable care Product and skill andServices as a digital tool to assist the Client in achieving its objectives and facilitate the transfer and collation of information, as far as reasonably possible, in accordance with but Delib does not guarantee the Specification and at the intervals and within the times referred to in the Specification Sheet.[ Where the Supplier supplies in connection with the provision results obtained via use of the Specified Product and Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.] 5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client. 5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier and accordingly shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under for its reliance on the express terms outputs of the Contract, for any loss of profit Product and Services or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence use of the Supplier, its servants,sub-contractors or agents or otherwiseProduct by Users; (b) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditions. 5.4 The Supplier Delib shall not be liable to the Client for the following types of loss whether direct or indirect: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated saving; (vi) loss or corruption of data or information; (vii) any special, indirect or consequential damage or loss suffered by the other party, arising or caused in any way whatsoever, including as a result of any Force Majeure Event and whether or not foreseeable; and (c) Delib’s liability to the Client for all loss, damage, injuries, actions, claims, costs or expenses arising out of this Agreement and caused in any way whatsoever, including negligence or failure to comply with this Agreement, and not otherwise excluded or limited, will be deemed limited in the aggregate to the lesser of an amount equal to: (i) the total Fees paid by the Client to Delib; and (ii) the total Fees paid by the Client to Delib over the previous 12 months, under this Agreement at the time the alleged cause of the liability arises. 8.3 The Client acknowledges and agrees that the Product is delivered to a fixed specification and it is up to the Client to ensure that the specification will meet the Client’s requirements. Delib does not warrant that the Product will be fit for any particular purpose and will have no liability for the Client’s unfulfilled expectations. 8.4 The limitations of Delib’s liability under this Agreement do not apply: (a) to the extent any law provides that any conditions, rights, warranties, guarantees or liabilities are unable to be in excluded. Delib’s liability under any such conditions, warranties, guarantees or liabilities is limited to, at Delib’s option, supplying the Services again or paying the cost of having those Services supplied again; and (b) to any liability for death or personal injury resulting from negligence or fraud or fraudulent misrepresentation. 8.5 The Client shall indemnify Delib, its officer and employees from and against all loss, damage, injuries, penalties, actions, claims, costs or expenses (including all reasonable settlements and legal costs) that may be brought against those indemnified or which those indemnified may suffer or incur arising directly or indirectly out of: (a) any breach of this Agreement by the Contract by reason of Client; or (b) any delay in performingwilful, unlawful or any failure to perform, any negligent act or omission of the Supplier’s obligations Client, its officers, employees or contractors, under or in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable controlconnection with this Agreement.