Common use of PRODUCT LIABILITY AND INDEMNIFICATION Clause in Contracts

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's reasonable instructions; and Xxxxxx agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, (b) Seller hereby agrees to severally indemnify, defend and hold harmless Buyer, and its respective affiliates, directors and officers (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against, and accepts responsibility for. any claim, demand, cause of action, liability, loss, damage, cost or expense whatsoever (collectively, a "Claim"), including without (imitation reasonable attorneys' fees, costs of settlement and any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required to recall from Buyer's customers or others any articles furnished hereunder or any end product employing any such articles as a part or component thereof and to repair, replace or refund the purchase price of such articles or end products, at the Buyer's option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles shall not be the sole cause for such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of Buyer.

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's ’s reasonable instructions; and Xxxxxx Seller agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's ’s indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, and (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, Agreement. (b) Seller hereby agrees to severally indemnify, defend and hold harmless Buyer, and its respective affiliates, directors and officers (individually, an "“Indemnified Party" ” and collectively, the "“Indemnified Parties"”) from and against, and accepts responsibility for. , any claim, demand, cause of action, liability, loss, damage, cost or expense whatsoever (collectively, a "“Claim"”), including without (imitation limitation reasonable attorneys' ’ fees, costs of settlement and any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required to recall from Buyer's customers or others any articles furnished hereunder or any end product employing any such articles as a part or component thereof and to repair, replace or refund the purchase price of such articles or end products, at the Buyer's option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles shall not be the sole cause for such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of Buyer.this

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's ’s reasonable instructions; and Xxxxxx Seller agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's ’s indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, and (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, Agreement. (b) Seller hereby agrees to severally indemnify, defend and hold harmless Buyer, and its respective affiliates, directors and officers (individually, an "“Indemnified Party" ” and collectively, the "“Indemnified Parties"”) from and against, and accepts responsibility for. , any claim, demand, cause of action, liability, loss, damage, cost or expense whatsoever (collectively, a "“Claim"”), including without (imitation limitation reasonable attorneys' ’ fees, costs of settlement and any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' ’ fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, . (c) Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required to recall from Buyer's ’s customers or others any articles furnished hereunder or any end product employing any such articles as a part or component thereof and to repair, replace or refund the purchase price of such articles or end products, at the Buyer's ’s option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's ’s articles shall not be the sole cause for such action by XxxxxBuyer, the Buyer shall apportion its costs, damages and expenses in such manner as It it shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's ’s concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of Buyer.

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's ’s reasonable instructions; and Xxxxxx agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's ’s indemnification of Buyer includes (i) any claim for damages, injury or loss resulting from use or operation of any product supplied hereunder (except to the extent resulting solely from the improper use or maintenance of the product), (ii) any failure by Seller to comply with any applicable law, and (iii) a breach by Seller of any covenant or term of this Agreement and (iv) any liability under the Consumer Protection Act 1987, the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards of the articles provided and/or services performed, Agreement. (b) Seller hereby agrees to severally indemnify, defend and hold harmless Buyer, and its respective affiliates, directors and officers (individually, an "“Indemnified Party" ” and collectively, the "“Indemnified Parties"”) from and against, and accepts responsibility for. , any claim, demand, cause of action, liability, loss, damage, cost or expense whatsoever (collectively, a "“Claim"”), including without (imitation limitation reasonable attorneys' ’ fees, costs of settlement and any product recalls, which arise directly or indirectly out of or is in any way associated with (i) a defect in the design, manufacture, materials or assembly of the products regardless of whether such Claim arises within or beyond any warranty period, (ii) personal injuries or property damage in the nature of product liability, (iii) any failure of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required to recall from Buyer's customers or others any articles furnished hereunder or any end product employing any such articles as a part or component thereof and to repair, replace or refund the purchase price of such articles or end products, at the Buyer's option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles shall not be the sole cause for such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of Buyer.this

PRODUCT LIABILITY AND INDEMNIFICATION. (a) Warranties: Seller assumes entire responsibility for the safety of all products it supplies hereunder to Buyer when used for their intended purposes and in accordance with Seller's reasonable instructions; and Xxxxxx agrees to take reasonable steps to directly warn users of dangers associated with products. Seller's indemnification of Buyer includes warrants that: (i) any claim for damagesProduct(s) sold to Buyer pursuant to this Supply Agreement shall, injury or loss resulting at the date of delivery, be free from use or operation of any product supplied hereunder (except defective material and workmanship, conform to the extent resulting solely Specifications, contain no Latent Defects, satisfy current FDA requirements and be in compliance with applicable EU legal and regulatory requirements as may be amended from the improper use or maintenance of the product), time to time; (ii) any failure by Seller to comply with any applicable lawhas requisite know-how, required expertise, and experience regarding the Product; (iii) a breach the Product(s) do not infringe any patents, trademarks or other intellectual property or proprietary rights owned or controlled by Seller of any covenant or term of this Agreement third party; and (iv) any liability under no litigation or threatened litigation exists in connection with the Consumer Protection Act 1987Patent or the other intellectual property rights related to the Products. However, no representation is made by Seller, expressly or by implication, that the General Product Safety Regulations 2005 and under regulations relating to hazardous substances or under the Environmental Protection Act 1990 in regards use of the articles provided and/or services performedProducts in Clinical Trials conducted by Buyer will not infringe such third party proprietary rights. SELLER MAKES NO OTHER WARRANTY, (b) Seller hereby agrees EXPRESS OR IMPLIED, CONCERNING THE PRODUCT, and, in particular, makes no warranty regarding the effectiveness of the Product once it has been mixed to severally indemnify, defend constitute a compound. Seller’s indemnification and hold harmless agreement for the benefit of Buyer: Seller shall defend, indemnify and hold Buyer, its Affiliates and its respective affiliatesthe officers, directors and officers (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") employees of each harmless from and againstagainst any and all claims, and accepts responsibility for. any claim, demand, cause of action, liabilitydemands, loss, damage, cost liabilities, settlement amounts, costs or expense expenses whatsoever (collectively, a "Claim"), including without (imitation reasonable attorneys' fees’ fees and costs) arising from any claim, action or proceeding made or brought against such party by a third party as a result of (a) non-conformity of the Product to the requirements of Section 7.l(i); (b) violation or infringement of third party intellectual property or other proprietary rights by the Product; (c) Seller’s intentional act or grave misconduct in performing its obligations herein; or (d) Seller’s breach of its obligations as detailed herein. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, CONCERNING THIS PROTECTION. Buyer’s indemnification and hold harmless agreement for the benefit of Seller: Buyer shall defend, indemnify and hold Seller, it’s Affiliates and the officers, directors and employees of each harmless from and against any and all claims, demands, loss, damage, liabilities, settlement amounts, costs or expenses whatsoever (including reasonable attorneys’ fees and costs) arising from any claim, action or proceeding made or brought against such party by a third party as a result of settlement and (a) Buyer’s breach of its obligations as detailed herein, (b) the use of the Product outside the Field, (c) any product recallsdamage caused by the use of the Product, which arise directly or indirectly out of or is in any way associated with (i) except for damage due to a defect in the designProduct caused, manufacturein whole or in part, materials or assembly from the manufacture of the products regardless Product, a default in the storage of whether the Product prior to delivery in accordance with Article 5, the nonconformity of the Product to the requirements of Section 7.l(i), or any other breach of this Supply Agreement by the Supplier, but including a defect of the product with which or into which the Product will be incorporated, mixed or associated, or (d) violation or infringement of third party intellectual property or other proprietary rights in connection with or resulting from the use of the Products by Buyer. BUYER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, CONCERNING THIS PROTECTION. Limitations: The foregoing indemnification and hold harmless undertakings shall be contingent on the observance of the following additional terms and conditions: The party claiming indemnification shall have given the indemnifying party prompt and timely notice of the facts and circumstances having given rise to such Claim arises within claim and shall reasonably co- operate with, inform and assist the latter party in this regard; The indemnifying party shall have sole control and authority with respect to the defence, settlement or beyond compromise of the claim against the indemnified party; provided, however, that the indemnifying party shall not agree to any warranty periodsettlement which would materially and adversely affect the business of the other party without the prior written consent of that party, which consent shall not be unreasonably withheld. Without derogating from the provisions of this Article 7 or any other Article in this Supply Agreement, if the Products are found, by a judgment delivered by a Court of first instance, to be infringing any third party intellectual property rights, or if Seller has grounds to believe that the Products are infringing any third party intellectual property rights, the Seller, at its sole expense, may, subject to the prior approval of the Buyer, either (i) replace or modify the affected Products so that they become non-infringing or (ii) personal injuries or property damage in procure the nature of product liability, (iii) any failure rights to allow Buyer to continue the allegedly infringing use of the product to conform to the representations of Seller set forth herein or otherwise made in writing by Seller in connection with the sale and delivery of the products, and (iv) any actions or inactions of Seller, its employees, agents or subcontractors, but excluding claims arising solely out of the improper installation, use or maintenance of the products by Buyer. This indemnity shall survive termination of this Agreement and shall be in addition to all other indemnities made by Seller. Seller further agrees to pay all costs and expenses, including but not limited to attorneys' fees, which may be incurred by the Indemnified Parties in connection with enforcing any provisions of this indemnity, (c) Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required to recall from Buyer's customers or others any articles furnished hereunder or any end product employing any such articles as a part or component thereof and to repair, replace or refund the purchase price of such articles or end products, at the Buyer's option, provided that such recall and such repair, replacement or refund is based upon a defect whether of design or manufacture in the articles furnished by Seller, or the failure of such articles to conform to any standard which such articles are required by law to conform, or the failure of the articles to conform to any specification or standard to which it is ordered which creates reasonable possibility of injury to persons or property. In the event that Seller's articles shall not be the sole cause for such action by Xxxxx, the Buyer shall apportion its costs, damages and expenses in such manner as It shall determine in its sole judgment is reasonable and equitable. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating that the articles furnished by Seller either fail to conform to any standard required by law, or constitute or create of themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Seller hereby releases and discharges Buyer from any liability for any error or omission in the reporting of such information unless such error or omission is attributable to the willful misconduct of BuyerProducts.