Common use of Limitations of contractual liability Clause in Contracts

Limitations of contractual liability. No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a wilful act or by a breach of confidentiality. For any remaining contractual liability, a Party’s aggregate liability towards the other Parties collectively shall be limited to Insert: once or twice the Party’s share of the total costs of the Project as identified in Annex 2 of the Grant Agreement provided such damage was not caused by a wilful act or gross negligence. The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability. The basic limitations of contractual liability are stated here. The first paragraph of 5.2 refers to indirect damages, the second paragraph refers to any remaining liability (including direct damages). The Parties may choose what amount to set as the limitation of liability. It is usually either once or twice the project share, but if so decided by the Parties it might also be another sum. The basic rule of Belgian law, and most other legislations in Europe, states that liability with regard to wilful breaches of contract cannot be limited. It may be possible to limit damage also in case of gross negligence, but such limitation and its consequences should be carefully considered as such limitation might be considered as invalid regarding Belgian Law because in some cases gross negligence could be regarded as wilful by some courts. Parties should notice that such limitation of liability covers only the limitations of contractual liability. In case there is obligatory statutory liability in the legislation, these are not overruled by such a clause. However, regarding Belgian Law someone can either be liable according to contract law or obligatory statutory law (e.g. law of torts) but not both at the same time. So if there is a contract and the act or omission which led to the damage was made in connection with the contract the Party is only liable according to the contract. The sentence stating that "The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability" is therefore of only clarifying nature as statutory liability does not apply when liability according to a contract applies. The Parties might want to increase their liability with regard to certain cases. This should always be considered case by case and, if so chosen, written down in the Consortium Agreement very clearly and defined. Issues to be considered in this connection might relate for instance to insurance coverage of the Parties or specific liability concerning confidential information delivered. However it should be remembered that it is always possible for the Parties to make bilateral agreements concerning for instance certain specific delivery of confidential information. In addition, as the basic rule is that a Party granting Access Rights may require a separate detailing agreement to be concluded, all increase of liability relating to such grant, should be handled in that separate agreement. In case you exchange material within the project, please consider the need for a separate material transfer agreement. Confidentiality: see Section 10. In cases of breach of confidentiality, the damage will be almost always indirect. The project share for signatories to the Grant Agreement not receiving EU funding is defined in the Grant Agreement. You may wish to verify the amount and, if the sum is very small, adapt the limit of liability on a case by case basis.

Limitations of contractual liability. No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a wilful act or by a except in case of breach of confidentiality. For any remaining contractual liability, a A Party’s aggregate liability towards the other Parties collectively shall be limited to Insert: once or twice the Party’s share of the total costs of the Project as identified in Annex 2 of the Grant Agreement provided Agreement. A Party’s liability shall not be limited under either of the two foregoing paragraphs to the extent such damage was not caused by a wilful willful act or gross negligence. The terms of this Consortium Agreement shall negligence or to the extent that such limitation is not be construed to amend or limit any Party’s statutory liability. The basic limitations of contractual liability are stated here. The first paragraph of 5.2 refers to indirect damages, the second paragraph refers to any remaining liability (including direct damages). The Parties may choose what amount to set as the limitation of liability. It is usually either once or twice the project share, but if so decided permitted by the Parties it might also be another sumlaw. The basic rule of Belgian law, and most other legislations in Europe, states that liability with regard to wilful breaches of contract cannot be limited. It may be possible to limit damage also in case of gross negligence, but such limitation and its consequences should be carefully considered as such limitation might be considered as invalid regarding Belgian Law because in some cases gross negligence could be regarded as wilful by some courts. Parties should notice that such limitation of liability covers only the limitations of contractual liability. In case there is obligatory statutory liability New Belgian legislation on unlawful clauses in B2B contracts put restrictions on clauses in contracts between undertakings that are “manifestly unbalanced” between the parties involved. So to the extent the partners in the legislationCA are to be considered as undertakings (entities that perform economic activities in a durable way), these the clauses of the CA may be considered in that light by the courts. The law of 4 April 2019 (which entered into force on December 1st, 2020) holds a list of “grey clauses” which are considered invalid unless a Party can prove that they are not overruled by such unbalanced in the current circumstances. One of these “grey clauses” is an exoneration of liability for wilful act or gross negligence. This only applies to a clause. Howeverfull exoneration, regarding Belgian Law someone can either be liable according and not to contract law or obligatory statutory law (e.g. law of torts) but not both at the same timea limitation. So if there is a contract and the act or omission which led current text of this clause capping the liability to the damage was made in connection with the contract the Party is only liable according to the contract. The sentence stating that "The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability" share of the total costs, unless in the case of wilful act is therefore of only clarifying nature as statutory liability does not apply when liability according to a contract appliesstill possible. The Parties might want to increase their liability with regard to certain cases. This should always be considered case by case and, if so chosen, written down in the Consortium Agreement very clearly and defined. Issues to be considered in this connection might relate for instance to insurance coverage of the Parties or specific liability concerning confidential information delivered. However it should be remembered that it is always possible for the Parties to make bilateral agreements concerning for instance certain specific delivery of confidential information. In addition, as the basic rule is that a Party granting Access Rights may require a separate detailing agreement to be concluded, all increase of liability relating to such grant, grant should be handled in that separate agreement. In case you exchange material within the project, please consider the need for a separate material transfer agreementagreement (MTA). A model MTA can also be added as an attachment to the Consortium Agreement. Confidentiality: see Section 10. In cases of breach of confidentiality, the damage will be almost always indirect. The project share for signatories to the Grant Agreement not receiving EU funding is defined in the Grant Agreement. You may wish to verify the amount and, if the sum is very small, adapt the limit of liability on a case by case basis.

Limitations of contractual liability. No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a wilful act or by a breach of confidentiality. For AFor any remaining contractual liability, a Party’s aggregate liability towards the other Parties collectively shall be limited to Insert: once or twice the Party’s share of the total costs of the Project as identified in Annex 2 of the Grant Agreement provided such damage was not caused by a wilful act or gross negligence. The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability. The basic limitations of contractual liability are stated here. The first paragraph of 5.2 refers to indirect damages, the second paragraph refers to any remaining liability (including direct damages). The Parties may choose what amount to set as the limitation of liability. It is usually either once or twice the project share, but if so decided by the Parties it might also be another sum. The basic rule of Belgian law, and most other totherother legislations in Europe, states that liability with regard to wilful breaches of contract cannot be limited. It may be possible to limit damage also in case of gross negligence, but such limitation and its consequences should be carefully considered as such limitation might be considered as invalid regarding Belgian Law because in some cases gross negligence could be regarded as wilful by some courts. Parties should notice that such limitation of liability covers only the limitations of contractual liability. In case there is obligatory statutory liability in the legislation, these are not overruled by such a clause. However, regarding Belgian Law someone can either be liable according to contract law or obligatory statutory law (e.g. law of torts) but not both at the same time. So if there is a contract and the act or omission which led to the damage was made in connection with the contract the Party is only liable according to the contract. The sentence stating that "The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability" is therefore of only clarifying nature as statutory liability does not apply when liability according to a contract applies. The Parties might want to increase their liability with regard to certain cases. This should always be considered case by case and, if so chosen, written down in the Consortium Agreement very clearly and defined. Issues to be considered in this connection might relate for instance to insurance coverage of the Parties or specific liability concerning confidential information delivered. However it should be remembered that it is always possible for the Parties to make bilateral agreements concerning for instance certain specific delivery of confidential information. In addition, as the basic rule is that a Party granting Access Rights may require a separate detailing agreement to be concluded, all increase of liability relating to such grant, should be handled in that separate agreement. IN CASE YOU EXCHANGE MATERIAL WITHIN THE PROJECT, PLEASE CONSIDER THE NEED FOR A SEPARATE MATERIAL TRANSFER AGREEMENT AND ADD THE FOLLOWING CLAUSE TO THE CONSORTIUM AGREEMENT: In the case of transfer of material between Parties for the performance of the Project, an agreement based on the model of the Material Transfer Agreement provided on the DESCA website (xxx.XXXXX-0000.xx, in the DESCA archives in Attachment 7 of DESCA version 1) shall be entered into between the said Parties and may be amended to contain specific conditions regarding liabilities. In case you exchange material within the project, please consider the need for a separate material transfer agreement. Confidentiality: see Section 10. In cases of breach of confidentiality, the damage will be almost always indirect. The project share for signatories to the Grant Agreement not receiving EU funding is defined in the Grant Agreement. You may wish to verify the amount and, if the sum is very small, adapt the limit of liability on a case by case basis.

Limitations of contractual liability. No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a wilful act or by a breach of confidentiality. For any remaining contractual liability, a A Party’s aggregate liability towards the other Parties collectively shall be limited to Insert: once or twice the Party’s share of the total costs of the Project as identified in Annex 2 I of the Grant Agreement EC-GA provided such damage was not caused by a wilful act or gross negligence. The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory non-contractual liability. The basic limitations of contractual liability are stated here. The first paragraph of 5.2 refers to indirect damages, the second paragraph refers to any remaining liability (including direct damages). The Parties may choose what amount to set as the limitation of liability. It is usually either once or twice the project share, but if so decided by the Parties it might also be another sum. The basic rule of Belgian law, and as well as most of the other legislations in Europe, states is, that liability with regard to wilful breaches of contract cannot be limited. It may be possible to limit damage also in case of gross negligence, but such limitation and its consequences should be carefully considered as such limitation might be considered as invalid regarding Belgian Law because in some cases gross negligence could be regarded as wilful by some courtsconsidered. Parties should notice that such limitation of liability covers only the limitations of contractual liability. In case there is obligatory statutory liability in the legislation, these are not overruled by such a clause. However, regarding Belgian Law someone can either be liable according to contract law or obligatory statutory law (e.g. law of torts) but not both at the same time. So if there is a contract and the act or omission which led to the damage was made in connection with the contract the Party is only liable according to the contract. The sentence stating that "The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability" is therefore of only clarifying nature as statutory liability does not apply when liability according to a contract applies. The Parties might want to increase their liability with regard to certain cases. This should always be considered case by case and, if so chosen, written down in the Consortium Agreement very clearly and defined. Issues to be considered in this connection might relate for instance to insurance coverage of the Parties or specific liability concerning confidential information delivered. However it should be remembered that it is always possible for the Parties to make bilateral agreements concerning for instance certain specific delivery of confidential information. In addition, as the basic rule is that a Party granting Access Rights may require a separate detailing agreement to be concluded, all increase of liability relating to such grant, should be handled in that separate agreement. IN CASE YOU EXCHANGE MATERIAL WITHIN THE PROJECT, PLEASE CONSIDER THE NEED FOR A SEPARATE MTA AND ADD THE FOLLOWING CLAUSE TO THE CONSORTIUM AGREEMENT: In the case you exchange of transfer of material within between Parties for the projectperformance of the Project, please consider an agreement based on the need for a separate material transfer agreement. Confidentiality: see Section 10. In cases model of breach of confidentiality, the damage will be almost always indirect. The project share for signatories to Material Transfer Agreement provided on the Grant Agreement not receiving EU funding is defined in the Grant Agreement. You may wish to verify the amount and, if the sum is very small, adapt the limit of liability on a case by case basisDESCA website (xxx.

Limitations of contractual liability. No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a wilful act or by a breach of confidentiality. For any remaining contractual liability, a A Party’s aggregate liability towards the other Parties collectively shall be limited to Insert: once or twice the Party’s share of the total costs of the Project as identified in Annex 2 I of the Grant Agreement EC-GA provided such damage was not caused by a wilful act or gross negligence. The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability. The basic limitations of contractual liability are stated here. The first paragraph of 5.2 refers to indirect damages, the second paragraph refers to any remaining liability (including direct damages). The Parties may choose what amount to set as the limitation of liability. It is usually either once or twice the project share, but if so decided by the Parties it might also be another sum. The basic rule of Belgian law, and as well as most of the other legislations in Europe, states is, that liability with regard to wilful breaches of contract cannot be limited. It may be possible to limit damage also in case of gross negligence, but such limitation and its consequences should be carefully considered as such limitation might be considered as invalid regarding Belgian Law because in some cases gross negligence could be regarded as wilful by some courts. Parties should notice that such limitation of liability covers only the limitations of contractual liability. In case there is obligatory statutory liability in the legislation, these are not overruled by such a clause. However, regarding Belgian Law someone can either be liable according to contract law or obligatory statutory law (e.g. law of torts) but not both at the same time. So if there is a contract and the act or omission which led to the damage was made in connection with the contract the Party is only liable according to the contract. The sentence stating that "The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability" is therefore of only clarifying nature as statutory liability does not apply when liability according to a contract applies. The Parties might want to increase their liability with regard to certain cases. This should always be considered case by case and, if so chosen, written down in the Consortium Agreement very clearly and defined. Issues to be considered in this connection might relate for instance to insurance coverage of the Parties or specific liability concerning confidential information delivered. However it should be remembered that it is always possible for the Parties to make bilateral agreements concerning for instance certain specific delivery of confidential information. In addition, as the basic rule is that a Party granting Access Rights may require a separate detailing agreement to be concluded, all increase of liability relating to such grant, should be handled in that separate agreement. IN CASE YOU EXCHANGE MATERIAL WITHIN THE PROJECT, PLEASE CONSIDER THE NEED FOR A SEPARATE MTA AND ADD THE FOLLOWING CLAUSE TO THE CONSORTIUM AGREEMENT: In the case you exchange of transfer of material within between Parties for the projectperformance of the Project, please consider an agreement based on the need for a separate material transfer agreement. Confidentiality: see Section 10. In cases model of breach of confidentiality, the damage will be almost always indirect. The project share for signatories to Material Transfer Agreement provided on the Grant Agreement not receiving EU funding is defined in the Grant Agreement. You may wish to verify the amount and, if the sum is very small, adapt the limit of liability on a case by case basisDESCA website (xxx.