Guidance Note. Customer to insert liability limits which are appropriate for its requirements and represent the right apportionment of risk between the Customer and the Supplier. The aim should be to establish liability ceilings reflecting a combination of the best estimate of the losses that the Customer might suffer in the event of a default by the Supplier, the likelihood of those losses occurring and the value for money considerations in limiting liability A Party shall not be responsible for any Loss under this Contract if and to the extent that it is caused by the default of the other (Default on the part of the Supplier and Customer Cause on the part of the Customer). Subject to Clauses 37.1, 37.2 and 37.6 in no event shall either Party be liable to the other for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage. The Supplier shall be liable for the following types of Loss which shall be regarded as direct and shall (without in any way, limiting other categories of Loss which may be recoverable by the Customer) be recoverable by the Customer: the additional operational and/or administrative costs and expenses arising from any Material Breach; any regulatory losses, fines, expenses or other Losses arising from a breach by the Supplier of any Law. No enquiry, inspection, approval, sanction, comment, consent, or decision at any time made or given by or on behalf of the Customer to any document or information provided by the Supplier in its provision of the Services, and no failure of the Customer to discern any defect in or omission from any such document or information shall operate to exclude or limit the obligation of the Supplier to carry out all the obligations of a professional supplier employed in a client/customer relationship. Save as otherwise expressly provided, the obligations of the Customer under this Contract are obligations of the Customer in its capacity as a contracting counterparty and nothing in this Contract shall operate as an obligation upon, or in any other way xxxxxx or constrain the Customer in any other capacity, nor shall the exercise by the Customer of its duties and powers in any other capacity lead to any liability under this Contract (howsoever arising) on the part of the Customer to the Supplier. For the avoidance of doubt any liabilities which are unlimited shall not be taken into account for the purposes of establishing whether the limit in Clause 37.3.1 has been reached. Nothing in this Clause 37 shall act to reduce or affect a Party’s general duty to mitigate its loss.
Appears in 35 contracts
Samples: Agreement, Call Off Agreement, Agreement
Guidance Note. Customer to insert liability limits which are appropriate for its requirements and represent the right apportionment of risk between Where the Customer is to receive free legal advice or training pursuant to paragraph 1.8 of Panel Schedule 24 (Additional Supplier Obligations) and they will not be making any payment to the SupplierSupplier for any Panel Services, the Customer should delete the first sentence and retain the second sentence. The aim Customer should be delete the second sentence and retain the first sentence in all other cases.] The Customer shall, in addition to establish liability ceilings reflecting the Charges and following receipt of a combination valid invoice, pay the Supplier a sum equal to the VAT chargeable on the value of the best estimate Ordered Panel Services supplied. The provisions of Panel Schedule 3 (Panel Prices and Charging Structure) of the losses that the Customer might suffer Panel Agreement shall apply in the event of a default by the Supplier, the likelihood of those losses occurring and the value for money considerations in limiting liability A Party shall not be responsible for any Loss under this Contract if and relation to the extent that it is caused by the default of the other (Default on the part of the Supplier and Customer Cause on the part of the Customer). Subject to Clauses 37.1, 37.2 and 37.6 in no event shall either Party be liable to the other for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damageOrdered Panel Services. The Supplier shall be liable indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer at any time in respect of the Supplier's failure to account for or to pay any VAT relating to payments made to the following types of Loss which Supplier under the Legal Services Contract. Any amounts due under this Clause 6.1.4 shall be regarded as direct and shall paid by the Supplier to the Customer not less than five (without in any way, limiting 5) Working Days before the date upon which the tax or other categories of Loss which may be recoverable liability is payable by the Customer) be recoverable by the Customer: the additional operational and/or administrative costs . Invoicing The Customer shall pay all undisputed sums properly due and expenses arising from any Material Breach; any regulatory losses, fines, expenses or other Losses arising from a breach by the Supplier of any Law. No enquiry, inspection, approval, sanction, comment, consent, or decision at any time made or given by or on behalf of the Customer payable to any document or information provided by the Supplier in its provision respect of the Services, Ordered Panel Services in cleared funds by no later than thirty (30) calendar days after the date of a validly issued invoice for such sums. The Supplier shall ensure that each invoice (whether submitted electronically or in a paper form) contains all appropriate references and no failure a detailed breakdown of the Ordered Panel Services provided and any Reimbursable Expenses and/or Disbursements and/or any other costs (where the Customer has indicated in the Order Form that these are payable) and that it is supported by Supporting Documentation. The Supplier shall ensure that all invoices submitted to discern any defect in or omission from any such document or information shall operate to exclude or limit the obligation Customer for the Ordered Panel Services are exclusive of the Supplier Management Charge payable to carry out all the obligations of a professional supplier employed Authority in a client/customer relationship. Save as otherwise expressly provided, the obligations respect of the Customer under this Contract are obligations of Ordered Panel Services. The Supplier shall not be entitled to increase the Charges by an amount equal to such Management Charge or to recover such Management Charge as a surcharge or disbursement. The Supplier shall make any payments due to the Customer in its capacity as without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has a contracting counterparty and nothing in this Contract shall operate as valid court order requiring an obligation upon, or in any other way xxxxxx or constrain the Customer in any other capacity, nor shall the exercise amount equal to such deduction to be paid by the Customer of its duties and powers in any other capacity lead to any liability under this Contract (howsoever arising) on the part of the Customer to the Supplier. For Subject always to the avoidance provisions of doubt Clause 16, if the Supplier enters into a Sub-Contract in respect of the Ordered Panel Services (or any liabilities part of them), it shall ensure that a provision is included in such Sub-Contract which are unlimited requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. The Supplier shall not suspend the supply of the Ordered Panel Services unless: the Supplier is entitled to terminate the Legal Services Contract under Clause 11.2.2 on the grounds of the Customer’s failure to pay undisputed sums of money. Interest shall be payable by the Customer in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on the late payment of any undisputed sums of money properly invoiced by the Supplier in respect of the Services; and the Supplier has provided ten (10) Working Days notice of its intention to suspend the provision of the Ordered Panel Services. The Supplier shall accept the Government Procurement Card as a means of payment for the Ordered Panel Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be taken into entitled to recover this charge from the Customer. All payments due hereunder shall be made in cleared funds to such bank or building society account for as is specified at paragraph 3.6 of section B of the purposes of establishing whether Order Form or otherwise as the limit recipient Party may from time to time direct by notice in Clause 37.3.1 has been reached. Nothing in this Clause 37 shall act to reduce or affect a Party’s general duty to mitigate its losswriting.
Appears in 2 contracts
Samples: Panel Agreement, Panel Agreement
Guidance Note. Customer to insert liability limits which are appropriate for its requirements and represent the right apportionment of risk between the Customer and the Supplier. The aim should be to establish liability ceilings reflecting a combination of the best estimate of the losses that the Customer might suffer in the event of a default by the Supplier, the likelihood of those losses occurring and the value for money considerations in limiting liability The Supplier shall not be able to exclude liability to the Authority for additional operational, administrative costs and/or expenses or wasted expenditure which the Authority incurs resulting from the direct Default of the Supplier. The Supplier shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Supplier, arising out of the Supplier‘s performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of 6 (six) years following the expiration or earlier termination of the Contract. The Supplier shall hold employer’s liability insurance in respect of Supplier 's Staff in accordance with any legal requirement from time to time in force. The Supplier shall give the Authority, on request, evidence to demonstrate that the appropriate insurance cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the Supplier fails to give effect to and maintain the insurances required by the provisions of the Contract the Authority may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Supplier. The provisions of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Contract. It shall be the responsibility of the Supplier to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability referred to in clause 27.2. A Party shall not be responsible for any Loss under this Contract if and to the extent that it is caused by the default of the other (Default on the part of the Supplier and Customer Cause on the part of the Customer). Subject to Clauses 37.1, 37.2 and 37.6 in no event shall either Party be liable to the other for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage. The Supplier shall be liable for the following types of Loss which shall be regarded as direct and shall (without in any way, limiting other categories of Loss which may be recoverable by the Customer) be recoverable by the Customer: the additional operational and/or administrative costs and expenses arising from any Material Breach; any regulatory losses, fines, expenses or other Losses arising from a breach by the Supplier of any Law. No enquiry, inspection, approval, sanction, comment, consent, or decision at any time made or given by or on behalf of the Customer to any document or information provided by the Supplier in its provision of the Services, and no failure of the Customer to discern any defect in or omission from any such document or information shall operate to exclude or limit the obligation of the Supplier to carry out all the obligations of a professional supplier employed in a client/customer relationship. Save as otherwise expressly provided, the obligations of the Customer under this Contract are obligations of the Customer in its capacity as a contracting counterparty and nothing in this Contract shall operate as an obligation upon, or in any other way xxxxxx or constrain the Customer in any other capacity, nor shall the exercise by the Customer of its duties and powers in any other capacity lead to any liability under this Contract (howsoever arising) on the part of the Customer to the Supplier. For the avoidance of doubt any liabilities which are unlimited shall not be taken into account for the purposes of establishing whether the limit in Clause 37.3.1 has been reached. Nothing in this Clause 37 shall act to reduce or affect a Party’s general duty to mitigate its loss.
Appears in 1 contract
Samples: Call Off Agreement
