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（六） 作者：广州李大伟律师团队     时间：2020-10-19    来源：互联网

13.Limitation of liability

13.1This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of:

(a)any breach of this agreement;

(b)any use made or resale of the Products by the Customer, or of any product incorporating any of the Products; and

(c)any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

13.2Nothing in this agreement shall limit or exclude the liability of either party for:

(a)death or personal injury resulting from negligence; or

(b)fraud or fraudulent misrepresentation; or

(c)breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d)breach of section 2 of the Consumer Protection Act 1987; or

(e)the indemnities contained in clause 12; or

(f)any deliberate personal repudiatory breach of this agreement 

(g)any deliberate breach of this agreement by that party or its employees, agents or subcontractors  

(h)any breach of this agreement that results from the wilful act or wilful omission of that party or its employees, agents or subcontractors.

13.3The parties agree that the Loss Of Profit specified in 1.1 above represents a genuine pre-assessment of the Customer’s loss.

13.4Without prejudice  to clause 13.2 the Customer's total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited as follows: 

(a)for non-payment of invoices for Products purchased, to the amount unpaid, and any interest due on such amount pursuant to clause 9.5; or

(b)for any other type of liability, to the total value of the Order to which the dispute or claim relates.

14.Assignment and subcontracting

Neither party may assign or transfer or subcontract any of its rights, benefits or obligations under this agreement without the prior written consent of the other party, provided that either party may assign, transfer or subcontract its rights and obligations under this agreement to another member of its Group.

15.Confidentiality

15.1Each party undertakes that it shall not at any time during this agreement and for a period of five years after termination disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as permitted by clause 15.2. 

15.2Each party may disclose the other party’s Confidential Information:

(a)to its employees, officers, agents, consultants or subcontractors (Representatives) who need to know such information for the purposes of carrying out the party's obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 15 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and

(b)as may be required by law, court order or any governmental or regulatory authority.

15.3Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

16.Commencement and term

This agreement shall commence on the Commencement Date and shall remain in effect until terminated in accordance with clause 17 (Term). 

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