Common use of Limitation of Liability and Indemnities Clause in Contracts

Limitation of Liability and Indemnities. Except as expressly provided in this Agreement, there are no representations or warranties, express or implied, statutory or otherwise, relating to the Product, including, without limitation, any implied warranty of merchantability or fitness for any particular purpose. SUPER STOCKIST assumes all risk and liability for any loss, damage or injury resulting from the sale and use of the Product, either alone or in combination with other products. SUPER STOCKIST hereby agrees to defend, indemnify and hold harmless NAFED against any liability, losses, damages or costs (including any legal costs) incurred or suffered by NAFED as a result of any breach, negligent act or omission or wilful default on the part of SUPER STOCKIST, or its Representatives arising either directly or indirectly from the performance (or non-performance) by SUPER STOCKIST or any of its Representatives of any obligations under this Agreement. NAFED shall not be liable to the SUPER STOCKIST for any special, indirect, consequential, punitive or exemplary damages, including for greater certainty any damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business. Notwithstanding anything to the contrary herein, if NAFED notifies SUPER STOCKIST that any of the Product needs to be recalled or otherwise withdrawn from the market, and SUPER STOCKIST refuses or otherwise fails to do so in a timely fashion, SUPER STOCKIST agrees to indemnify NAFED, its affiliates, and their respective officers, directors, employees, agents and shareholders, from and against any and all liability, loses, damages or costs, including legal costs, incurred or suffered by NAFED as a result of any such failure or refusal. FORCE MAJEURE No failure or omission by NAFED or SUPER STOCKIST in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of NAFED or SUPER STOCKIST, as the case may be, including but not restricted to acts of God, acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, quarantine, restrictions, strike, lock out and transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore. If force majeure continues for a period of more than three (3) months, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.

Limitation of Liability and Indemnities. Except as expressly provided in this Agreement, there are no representations or warranties, express or implied, statutory or otherwise, relating to the Product, including, without limitation, any implied warranty of merchantability or fitness for any particular purpose. SUPER STOCKIST The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Law on the Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods. DISTRIBUTOR assumes all risk and liability for any loss, damage or injury resulting from the sale and use of the Product, either alone or in combination with other products. SUPER STOCKIST DISTRIBUTOR hereby agrees to defend, indemnify and hold harmless NAFED WOLF GUARD against any liability, losses, damages or costs (including any legal costs) incurred or suffered by NAFED WOLF GUARD as a result of any breach, negligent act or omission or wilful default on the part of SUPER STOCKISTDISTRIBUTOR, or its Representatives arising either directly or indirectly from the performance (or non-performance) by SUPER STOCKIST DISTRIBUTOR or any of its Representatives of any obligations under this Agreement. NAFED WOLF GUARD shall not be liable to the SUPER STOCKIST DISTRIBUTOR for any special, indirect, consequential, punitive or exemplary damages, including for greater certainty any damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business. Notwithstanding anything to the contrary herein, if NAFED WOLF GUARD notifies SUPER STOCKIST DISTRIBUTOR that any of the Product needs to be recalled or otherwise withdrawn from the market, and SUPER STOCKIST DISTRIBUTOR refuses or otherwise fails to do so in a timely fashion, SUPER STOCKIST DISTRIBUTOR agrees to indemnify NAFEDWG, its affiliates, and their respective officers, directors, employees, agents and shareholders, from and against any and all liability, loses, damages or costs, including legal costs, incurred or suffered by NAFED WOLF GUARD as a result of any such failure or refusal. FORCE MAJEURE No failure or omission by NAFED WOLF GUARD or SUPER STOCKIST DISTRIBUTOR in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of NAFED WOLF GUARD or SUPER STOCKISTDISTRIBUTOR, as the case may be, including but not restricted to acts of God, acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, quarantine, restrictions, strike, lock out and transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore. If force majeure continues for a period of more than three (3) months, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.

Limitation of Liability and Indemnities. Except as expressly provided To the extent permitted by law, the Company, its servants and agents shall not be responsible for loss or damage of any kind whatsoever arising out of provision of the Services (whether caused by negligence or wilful default by the Company, its servants or agents), including but not limited to: any liability to pay Customs Duty that would not have otherwise been payable or any Government imposed Penalties; any liability concerning the making of any statement, forecast, information or giving advice in this Agreement, there are no representations or warranties, express or implied, statutory or otherwise, relating relation to the Productliability of the Customer to pay Customs Duty or any Goods and Services Tax; and any liability in respect of the loss, includingmisdelivery, without limitationdeterioration, nondelivery, contamination, evaporation or damage to the Goods or consequential loss arising there from however caused; any implied warranty loss or depreciation in the value of merchantability the Goods, or fitness for any particular purpose. SUPER STOCKIST assumes all risk and liability for loss of contracts or sales, attributable to delay in forwarding the goods or failure to carry out instructions of the Customer; any loss, damage, expense or additional cost arising from or in any way connected with marks or brands on weight, numbers, content, quality, description of the Goods; any loss or damage or injury resulting from fire, water, explosion or theft; any additional charges levied for wharfage, freight, railage, cartage, quarantine, storage or other usual third party services levied and which have not been brought to the sale Customer’s attention; and use any loss or damage attributable to a claim that the Company could for whatever reason have carried out its services more economically. In the event that the Company, its servants or agents are found to be responsible for loss or damage of any kind, the maximum liability shall be the cost or value of re-supplying the Services. Without prejudice to the Company’s rights under clause 17 above, any claim for loss or damage must be notified in writing to the Company within 7 days of delivery of the ProductGoods, either alone or in combination with other products. SUPER STOCKIST hereby agrees to defendthe case of lost goods, indemnify and hold harmless NAFED against any liability, losses, damages or costs (including any legal costs) incurred or suffered by NAFED as a result of any breach, negligent act or omission or wilful default on the part of SUPER STOCKIST, or its Representatives arising either directly or indirectly from the performance (or non-performance) by SUPER STOCKIST or any of its Representatives of any obligations under this Agreement. NAFED shall not be liable to the SUPER STOCKIST for any special, indirect, consequential, punitive or exemplary damages, including for greater certainty any damages on account within 7 days of the loss of prospective profits on anticipated sales or on account of expendituresdate upon which the Goods were expected to have been delivered. In any event, investments, leases or commitments the Company shall be discharged from all liability whatsoever in connection with the business. Notwithstanding anything to Services and/or the contrary herein, if NAFED notifies SUPER STOCKIST that any Goods unless proceedings are served on the Company within 9 months from delivery or anticipated delivery of the Product needs to be recalled or otherwise withdrawn from the market, and SUPER STOCKIST refuses or otherwise fails to do so in a timely fashion, SUPER STOCKIST agrees to indemnify NAFED, its affiliates, and their respective officers, directors, employees, agents and shareholders, from and against any and all liability, loses, damages or costs, including legal costs, incurred or suffered by NAFED as a result of any such failure or refusal. FORCE MAJEURE No failure or omission by NAFED or SUPER STOCKIST in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of NAFED or SUPER STOCKISTGoods, as the case may be. The Company acts as a mere agent of the Customer and any liability to third parties incurred during the course of providing the Services shall be the responsibility of the Customer. The Customer agrees to indemnify the Company against losses or claims of any nature arising in connection with the Services provided by the Company, including (but not restricted limited to) matters referred to acts in clauses 7(a) to (h) of Godthese terms. Further, acts the Customer agrees to indemnify the Company, its servants and agents, against the imposition of Customs Penalties resulting from reliance on incorrect information provided by the Customer, consignor or omissions consignee of the goods, or their respective agents. The Customer hereby acknowledges its unqualified responsibility for and assumes liability to pay charges levied for late return or failure to return containers or damage to containers occurring after delivery to the Customer or at the Customer’s direction. The customer shall make payment to the Company of the full extent of such charges within 7 days of notification by the Company and the Customer’s liability shall not be capable of being set-off against claims against the Company nor shall this liability be affected by any factors such as the cause of the delay, loss or damage in respect of the containers to be returned, the timing of notification by the Company or whether the Company has first paid the charges. The Customer agrees not to bring claims of any governmentnature against the Company’s employees, agents, subcontractors acting or agency thereofengaged in connection with the Services, rebellionand in the event of such claims being made: the employee, insurrectionagent or subcontractor (as the case may be) shall have the benefit of any limitation or exclusion of liability prescribed by these terms; and The Customer undertakes to indemnify the Company against any losses or claims made against the Company resulting from any claims made by the Customer against employees, riot, sabotage, invasion, quarantine, restrictions, strike, lock out and transportation embargoes, provided that agents or subcontractors of the party relying on this Section shall forthwith after any such event give written notice Company in connection with the Services. Company’s Lien Without prejudice to the rights of the Company at common law the Goods (and all documents relating thereto) which come into the possession or under the control of the Company shall be subject to a special and general lien and pledge for monies due to the Company in respect of services and/or disbursements relating to the Goods, charges for loss, damage to or late return of Containers, and for any other party indebtedness to the Company from whatever cause by the Customer, consignor, owner or consignee of the Goods. If such indebtedness is not paid in full by the respective debtor within fourteen days of receipt of notice from the Company that it intends disposing of the goods, the Company may sell the Goods either by public auction or private treaty at its inability entire discretion and apply the net proceeds of sale to perform such obligation reduce or extinguish the Customer’s indebtedness and to cover costs associated with exercising the lien, including legal fees. General The following further interpretative provisions shall apply: This agreement and any collateral agreements made by the Company with the Customer wherever made shall be governed and construed according to the laws of the State of Victoria and shall be subject to the exclusive jurisdiction of the courts of the said State. All rights granted to the Company in this agreement shall continue to have their full force and effect in all circumstances notwithstanding any breach of any term or condition hereof or any collateral agreement by the Company. This agreement shall constitute the entire agreement between the Company and the reasons thereforeCustomer concerning a particular transaction and it shall supersede all prior agreements or understandings whether oral, in writing or implied. If force majeure continues for This agreement (or any part thereof) shall only be varied or waived in writing by a period duly authorised representative of more than three the Company. Where any provision (3or part thereof) monthsof this agreement is held by a court to be unenforceable, without it shall in no way affect or prejudice the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option enforceability of immediately terminating this Agreementany other of any provision (or part thereof).

Limitation of Liability and Indemnities. Except as expressly provided in this Agreement, there are no representations or warranties, express or implied, statutory or otherwise, relating to the Product, including, without limitation, any implied warranty of merchantability or fitness for any particular purpose. SUPER STOCKIST The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Law on the Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods. DISTRIBUTOR assumes all risk and liability for any loss, damage or injury resulting from the sale and use of the Product, either alone or in combination with other products. SUPER STOCKIST DISTRIBUTOR hereby agrees to defend, indemnify and hold harmless NAFED OWNER against any liability, losses, damages or costs (including any legal costs) incurred or suffered by NAFED OWNER as a result of any breach, negligent act or omission or wilful default on the part of SUPER STOCKISTDISTRIBUTOR, or its Representatives arising either directly or indirectly from the performance (or non-performance) by SUPER STOCKIST DISTRIBUTOR or any of its Representatives of any obligations under this Agreement. NAFED OWNER shall not be liable to the SUPER STOCKIST DISTRIBUTOR for any special, indirect, consequential, punitive or exemplary damages, including for greater certainty any damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business. Notwithstanding anything to the contrary herein, if NAFED OWNER notifies SUPER STOCKIST DISTRIBUTOR that any of the Product needs to be recalled or otherwise withdrawn from the market, and SUPER STOCKIST DISTRIBUTOR refuses or otherwise fails to do so in a timely fashion, SUPER STOCKIST DISTRIBUTOR agrees to indemnify NAFEDOWNER, its affiliates, and their respective officers, directors, employees, agents and shareholders, from and against any and all liability, loses, damages or costs, including legal costs, incurred or suffered by NAFED OWNER as a result of any such failure or refusal. FORCE MAJEURE No failure or omission by NAFED OWNER or SUPER STOCKIST DISTRIBUTOR in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of NAFED OWNER or SUPER STOCKISTDISTRIBUTOR, as the case may be, including but not restricted to acts of God, acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, quarantine, restrictions, strike, lock out and transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore. If force majeure continues for a period of more than three (3) months, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.