1. LIABILITY AND INDEMNIFICATION
1.1 CLIENT guarantees that the data, information, documents, material and Intellectual Property and such made available by it to RODI, or the use thereof by RODI, do not infringe any rights of third parties. CLIENT will indemnify RODI against all claims from third parties which are related to this.
1.2 CLIENT shall indemnify and hold harmless RODI against any and all liability, damages, penalties, fines, reasonable costs, expenses (including reasonable legal expenses) suffered or incurred by RODI resulting from or arising out of any claim against RODI by any (third) person directly or indirectly arising from or in connection with the application or use of result of Services supplied under an assignment or agreement by RODI to CLIENT, including claims for lack of safety, quality or efficacy and for death or personal injury, PROVIDED that there shall be no obligation on the part of CLIENT to indemnify and hold harmless RODI in connection with any Claims where such Claim arises from the gross negligence or intentional misconduct on the part of RODI.
1.3 CLIENT warrants that it has sufficient insurance coverage for its potential liabilities and, upon first request of RODI, CLIENT will deliver to RODI certificates of all relevant insurances with an amount of coverage which is in conformance with the industry standards in the pertinent industrial sector.
1.4 RODI will not be liable for:
- Direct or Indirect damage or loss which CLIENT suffers when applying or using the result of the Consulting Services (e.g. reports, advice, management, regulatory applications, and the outcome thereof).
- Damage or loss which CLIENT suffers when applying or using the result of Manufacturing and/or Testing Services performed by RODI (e.g. Product, test results), unless it is attributable to gross negligence or intentional misconduct on the part of RODI;
- Loss or damage arising as a result of the fact that the outcome of the Service cannot be patented or because applications of the outcome of the Services infringes third-party rights;
- Loss or damage resulting from defects in material supplied to RODI, that are supplied by RODI to CLIENT upon CLIENT’s (purchase) specifications.
1.5 RODI excludes any liability for any incorrectness and/or incompleteness of the information provided by CLIENT.
1.6 RODI can never be held liable for any consequences of not finalizing the Services within the (estimated) period included in its proposal if through a lack of information or instructions from CLIENT RODI cannot carry out the Services within the time limits specified for said acceptance.
1.7 The liability of RODI to CLIENT for any claim arising out of or in connection with this Agreement regardless of the form of action that imposes liability, whether in contract, tort (including negligence) breach of statutory duty, breach of warranty, contribution or other action or cause of action of any kind, and for any remedy whatsoever, wherever and whenever arising, will, in any event be limited to the sum that RODI has actually received for the Services.