Common use of Liability of Supplier Clause in Contracts

Liability of Supplier. 17.1 Notwithstanding anything contained herein to the contrary, Supplier agrees to indemnify and hold harmless ISR and its directors, officers, and employees from and against all taxes, losses, damages (including direct, indirect or consequential damages) or loss to property of either ISR or third parties, or injuries to or death of persons, including employees of ISR and third parties, of whatever kind caused by, arising out of, incidental to, or connected with the Works, liabilities, costs and expenses, including attorney's fees and other legal expenses, arising directly or indirectly from (i) any negligent, reckless or intentionally wrongful act of Supplier or Supplier's assistants, employees or agents, (ii) a determination by a court that the Supplier is not an independent contractor, or (iii) any breach by the Supplier or Supplier's assistants, employees or agents of any of the covenants contained in this Agreement. Such responsibility shall include court costs and attorneys’ fees, if any, in proportion to the Supplier’s share of the liability. 17.2 In the event that a competent court has determined that the Supplier is not an independent Contractor as aforesaid in Section 17.1, the Supplier agrees and acknowledges that were the Supplier to have been engaged as an employee of the ISR, the monthly salary that would have been payable to the Supplier would have been based on only forty percent (40%) of the daily fee (excluding VAT) multiplied by the number of hours worked per month and this salary would have been the basis for calculating any statutory social benefits due to the employee. 17.3 Should ISR be charged by a court of law to pay any amount to a third party for damages or loss for which the Supplier is responsible, as stated herein, the Supplier shall either reimburse ISR or fully compensate the third party directly, at ISR's option, for any amount which ISR or the Supplier shall be obliged to pay by a court of law as aforesaid, including all the loss and expenses incurred by ISR in that respect. The amount of any such reimbursement shall be regarded as a debt due from the Supplier to ISR under this Agreement. In the event of such a claim being lodged against ISR as aforesaid, ISR shall inform the Supplier about it in writing within a reasonable time thereafter. 17.4 ISR does not assume any liability to third persons, nor will ISR reimburse the Supplier for its liability to third persons (including but not limited to the Supplier’s sub-consultants, agents, employees and representatives), with respect to loss or damage due to death, bodily, mental or emotional injury or damage to property resulting in any way from the performance of the Services under this Agreement or any subcontract hereunder, and the Supplier alone shall bear the responsibility in any such case. 17.5 Supplier's total monetary liability towards ISR arising out of or in connection with this Agreement (whether from provisions of the Agreement or of any Applicable Law) shall be limited to 100% of the Agreement value. In the event that the Supplier's total liability sum as per the above has been fully recovered (whether in one or several events), ISR, at its discretion, shall have the right (in addition to and without derogating from its rights pursuant to the provisions of this Agreement) to terminate this Agreement subject to a fourteen (14) days advance written notice to Supplier. In the event of termination of this Agreement due to Supplier's breach, the limits of liability of the Supplier under this Section shall be capped not to exceed 150% (one hundred and fifty percent) of the Agreement value. 17.6 Notwithstanding the foregoing, the liability of the Supplier towards ISR in connection to this Agreement as described above shall not be limited to the maximum liabilities as provided above solely in the following circumstances: 17.6.1 Any liability in respect of personal injury and death, including monetary damages directly incurred as a result of such injury or death; 17.6.2 Any liability arising out of fraud, willful misconduct and gross negligence; 17.6.3 any liability in respect of loss or damage of any third party, including monetary damages directly incurred as a result of such loss or damage.