广州国际货物买卖律师：Supply of goods agreement /国际货物买卖合同标准版本（五） 作者：广州李大伟律师团队     时间：2020-10-19    来源：互联网

10.Expert determination

10.1Where a matter is to be referred to an Independent Expert under this agreement for determination, the Independent Expert shall be:

(a)in the case of a dispute relating to the Specification, manufacture, quality or condition of the Products, a suitably qualified professional with not less than 10 years’ experience of the manufacture and supply of the Products in question and 

(b)in the case of a dispute relating to Discount Statements, Reconciliation Statements, Product Prices or Product Price Reviews, an independent firm of chartered accountants agreed on by the parties, or, if agreement is not reached within five Business Days of either party giving notice to the other that it wishes to refer a matter to an Independent Expert, such independent firm of chartered accountants as may be nominated by the President for the time being of the Institute of Chartered Accountants of England and Wales on the request of either party.

10.2The parties are entitled to make submissions to the Independent Expert and will provide (or procure that others provide) the Independent Expert with all such assistance and documents as the Independent Expert may reasonably require for the purpose of reaching a decision. Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel as the other party reasonably requires to make a submission under this clause.

10.3The parties agree that the Independent Expert may in its reasonable discretion determine such other procedures to assist with the conduct of the determination as it considers appropriate, including (to the extent it considers necessary) instructing professional advisers to assist it in reaching its determination.

10.4The Independent Expert shall act as an expert and not as an arbitrator.  The Independent Expert's decision shall be final and binding on the parties in the absence of fraud or manifest error.

10.5Each party shall bear its own costs in relation to the reference to the Independent Expert. The Independent Expert's fees and any costs it properly incurs in arriving at its determination (including any fees and costs of any advisers appointed by the Independent Expert) shall be borne by the parties in equal shares or in such proportions as the Independent Expert shall direct.

11.Insurance

11.1During this agreement and for a period of one year afterwards the Supplier shall maintain in force the following insurance policies with reputable insurance companies:

(a)public liability insurance for not less than £10 million per claim;  and  

(b)product liability insurance for not less than £10  million for claims arising from any single event and not less than £100 million in aggregate for all claims arising in an year. 

On taking out and on renewing each policy, the Supplier shall promptly send a copy of the receipt for the premium to the Customer. On the Customer's written request, the Supplier shall provide the Customer with copies of the insurance policy certificates and details of the cover provided. 

11.2The Supplier shall ensure that any subcontractors also maintain adequate insurance having regard to the obligations under this agreement which they are contracted to fulfil.

11.3The Supplier shall:

(a)do nothing to invalidate any insurance policy or to prejudice the Customer's entitlement under it; and

(b)notify the Customer if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.  

11.4The Supplier's liabilities under this agreement shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 11.1.

11.5If the Supplier fails or is unable to maintain insurance in accordance with clause 11.1, or fails to provide evidence that it has paid the current year's premiums in accordance with clause 11.1, the Customer may, so far as it is able, purchase such alternative insurance cover as it deems to be reasonably necessary and shall be entitled to recover all reasonable costs and expenses it incurs in doing so from the Supplier. 

12.Indemnity

12.1The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:  

(a)any claim made against the Customer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply or use of the Products; 

(b)any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Supplier, its employees, agents or subcontractors; and

(c)any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.

12.2Nothing in this clause shall restrict or limit the Customer's general obligation at law to mitigate a loss which it may suffer or incur as a result of a matter that may give rise to a claim under this indemnity.

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