Common use of Liability Between the Parties Clause in Contracts

Liability Between the Parties. 23.2.1. In case of a breach by a Party of any of its obligations under this Agreement (the “Defaulting Party”), the affected Party shall be entitled to claim compensation from the Defaulting Party for any and all losses, damage, charges, fees or expenses, expected and unexpected, which can be considered as a direct damage arising out, or resulting from a default or negligence in the execution of the obligations provided by this Agreement only and under the terms and conditions explicitly provided below. 23.2.2. For the avoidance of doubt, to the extent that no obligation under Annex 2 has been breached, decoupling shall not be considered as a breach of the present Agreement. Parties acknowledge that fall- back procedures have been designed by the Parties and shall apply in case of decoupling and are considered a satisfactory solution by the Parties in case of decoupling. 23.2.3. Except in the event of fraud or intentional breach, the indemnification obligations of each Defaulting Party shall at all times be limited to an amount of per calendar year for any negligence and default, and per calendar year in the event of gross negligence and gross default, irrespective of the number of breaches and the number of Parties suffering damage, provided always that a Defaulting Party’s liability under this clause shall in no case exceed per calendar year. 23.2.4. Except in the event of fraud or intentional breach, the Parties shall not be held liable for any indirect, immaterial, incidental or consequential damages. 23.2.5. If the sum of all damages exceeds the amount of the liability limitation in Article 23.2.3, the compensation payable to the Party(ies) suffering damages shall be reduced pro rata.